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The Rookery@Marco Clubhouse MEMORANDUM DATE: July 6, 2006 TO: Trish Morgan, Supervisor, Clerk to Board FROM: Sherry~, Engineering Technician Engineering Services RE: The Rookery @ Marco Clubhouse Water and Sewer Facilities Acceptance Attached please find Utilities Performance Security (UPS), in the form of Performance Bond No. 6-02-82-24 in the amount of $17,327.96, for the above-referenced project for your safekeeping. If you have any questions, please call me at 213-2935. attachment AR-6731 - doc:2092 Form 2 - Rev. 2004 (Utilities Performance Bond) , '~... ~ 1" ;'c { Bond No. 6-02-82-24 UTILITIES PERFORMANCE BOND KNOW ALL PERSONS BY THESE PRESENTS: that Massachusetts Mutual Life Insurance Company. 1295 State Street, Springfield, Massachusetts 0111-0001 (Hereinafter, referred to as "Owner"), and Great American Insurance Company 580 Walnut Street, Cincinnati, OH 45202 (hereinafter referred to as "Surety"), are held and firmly bound unto Collier County. Florida, (hereinafter called "County"), in the total aggregate penal sum of Seventeen Thousand Three Hundred Twenty Seven and 96/100 Dollars ($17.327.96) in lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. Owner and Surety are used for singular or plural, as the context requires. THE CONDITION OF THIS OBLIGATION is such that whereas, the Owner entered into a certain Utilities System Construction Contract, dated the 27th day of August, 2005, a copy of which is hereto attached and made a part hereof; and WHEREAS the County has a material interest in the performance of said Contract; and WHEREAS the County has adopted Ordinances and Resolutions (hereinafter "Land Development Regulations") concerning the Owner's obligations to the County regarding the construction, conveyance and warranty of potable water, non-potable irrigation water and/or wastewater system(s) or portion(s) thereof constructed within the unincorporated area of Collier County; NOW, THEREFORE, if the Owner shall well, truly and faithfully perform its obligations and duties to the County under said Land Development Regulations and all the undertakings, covenants, terms, conditions, and agreements of said contract during the original term thereof, and any extensions thereof which may be granted by the Owner, with or without notice to the Surety and during the guaranty period established by the County, and thereafter, and if the Owner shall satisfy all claims and demands incurred under such contract, and shall fully indemnify and save harmless the County from all costs and damages which it may suffer by reason of failure to do so, and shall reimburse and repay the County all outlay and expense which the County may incur in making good any default, then this obligation shall be void, otherwise to remain in full force and effect. 41 PROVIDED, FURTHER, that the said Surety, for value received hereby, stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract or to work to be performed hereunder, or the specifications accompanying same shall in any way affect its obligation on this Bond, and does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract or to the work or to the specifications. PROVIDED, FURTHER, that it is expressly agreed that the bond shall be deemed amended automatically and immediately, without formal and separate amendments hereto, upon amendment to the Contract not increasing the contract price more than twenty percent (20%), so as to bind the Owner and the Surety to the full and faithful performance of the contract as so amended. The term "Amendment", wherever used in this bond, and whether referring to this bond, the Contract or other documents shall include any alteration, addition or modification of any character whatsoever. IN WITNESS WHEREOF, the parties hereto have caused this Instrument to be executed this 9th day ofMay~ 2006 . Attest: Massachusetts Mu bv: C.~"'TtrI-../'IC. ~l Witness: BY: al Life Insurance Company ,i;dt.. M;ur!lo uc., 1.~.A :t~ JL- - J ... ... "oc. J. J,. - t..r"'t- \t, c.. f',.... ". tl.. - t'-' '.... Attest: /J ~7. .' - Great American In..s~rC~ C0!11P~~1 Witness~~~_~~ BY: ~~~~/.A:'d'/J_L<"(,_V ... Christine Hession Regina M. Marquis, Attorney-In-Fact Prepared by: Marsh USA Inc., 200 Clarendon Street - Surety Dept., Boston, MA 02116 01/2005 42 GREAT AMERICAN INSURANCE COMPANY@ Administrative Office: 580 WALNUT STREET. CINCINNATI, OHIO 45202 . 513-369-5000 . FAX 513-723-2740 The number of persons authorized by this power of attorney is not more than FIVE No. 0 18026 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the GREAT AMERICAN INSURANCE COMPANY. a corporation organized and existing under and by virtue of the laws of the State of Ohio, does hereby nominate. constitute and appoint the person or persons named below its true and lawful attorney- in-fact. for it and in its name. place and stead to execute in behalf of the said Company, as surety. any and all bonds. undertakings and contracts of suretyship, or other written obligations in the nature thereof: provided that the liability of the said Company on any such bond. undertaking or contract of suretyship executed under this authority shall not exceed the limit stated below. ROGER G. REGNIER PATRICIA A. HOPGOOD CHRISTINE HESSION Name JOHN LARUSSO REGINA M. MARQUIS Address ALL OF BOSTON,MASSACHUSETTS Limit of Power ALL UNLIMITED This Power of Attorney revokes all previous powers issued in behalf of the attorney(s)-in-fact named above. IN WITNESS WHEREOF the GREAT AMERICAN INSURANCE COMPANY has caused these presents to be signed and attested by its appropriate ofticers and its corporate seal hereunto affixed this 22ND day of OCTOBER . 2004 Attest GREAT AMERICAN INSURANCE COMPANY STATE OF OHIO. COUNTY OF HAMILTON - ss: DAVID C KITCHIN (513-412-4602) On this 22ND day of OCTOBER, 2004 . before me personally appeared DAVID C. KITCHIN. to me known, being duly sworn. deposes and says that he resides in Cincinnati, Ohio, that he is the Divisional Senior Vice President of the Bond Division of Great American Insurance Company, the Company described in and which executed the above instrument: that he knows the seal of the said Company: that the seal affixed to the said instrument is such corporate seal: that it was so affixed by authority of his office under the By-Laws of said Company, and that he signed his name thereto by like authority. This Power of Attorney is granted by authority of the following resolutions adopted hy the Board of Directors of Great American Insurance Company by unanimous written consent dated March I. 1993. RESOLVED: That the Dil'ision President. the several Division Vice Presidents and Assistant Vice Presidents. or WI I' one of them. be and herein' is autllOri~ed. from ti!/Je to time, to appoint one or more Attomers-in-Facr to execute on behalf of the CO!/Jpany. as suretv. an.\' a;1l1 all iJonds. undertakings ~lIId co/ltracts !!fsuret.\'ship. or other written obligatioJlS in the nature thereot:- to prescribe their respective duties and the respective limits of their authority: and to rel'oke an.\' such appointment at anv time. RESOLVED FURTHER: That the Companv seal and the signature of any of the afiJresaid officers and WtV SecretaI'.\' or Assistant Secretarv of the Company !/Jay he affixed bl'.f{lcsimile to am' pml'er !!f attomel' or certificate of either gil'en for the execution of an.\' bond. undertaking. contract or suretyshilJ. or other written ohligation in the natllre rhereof, such signature and sea/ll'hen so used being herebv adopted hy the CO!/Jpany as the original signature ofmch officer and the original seal o(rhe CO!/Jpanv. to he m/id and binding upon rhe CO!/Jpany lI'irh rhe .wme.fiJrce and effect as though manual/I' affixed. CERTIFICATION I. RONALD C. HAYES. Assistant Secretary of Great American I nsurance Company. do hereby certify that the foregoing Power of Attorney and the Resolutions of the Board of Directors of March I. 1993 have not been revoked and are now in full force and effect. Signed and sealed this 9th day of Hav 2006 S1029U (4-04) ACKNOWLEDGEMENT FOR SURETY Commonwealth of Massachusetts ) ) County of Suffolk ) I, Patricia A. Hopgood, a Notary Public in and for said County, in the State aforesaid, do hereby certify that Regina M. Marquis is Attorney-in-Fact ofthe Great American Insurance Company who is personally known to me, appeared before me this day in person and acknowledged that she signed, sealed, and delivered Bond No. 6-02-82-24 as her free and voluntary act as Attorney-in-Fact for the uses and purposed therein set forth. Given under my hand and Notarial Seal this 9~day of May, 2006. ) //~ r'. ,/ '-. , ., ' '-.~~__~/---<" -c~ C (. -J)~,)t=~-?".,..-../. - (' !. ,:.) <.-/ ../('/ Notary Public, Patricia A. Hopgood My commission expires: April 6, 2012 PRINCIPAL'S ACKNOWLEDGEMENT Connecticut ) ) County of 1-//11': rH:Ji!. ,) ) ss. If/! fC.'TFi,', <:. D p. On this/2. day of Nil" ,2006 before me personally came Tef4',l1C 'SP,=-i--Tz.. to me known, who, being by me duly sworn, did depose and say that he OHffle is V( (' E ?,/. ~~:'((A'Mrf Cornerstone Real Estate Advisers LLC described in and which executed the within instrument. /' /'1' '-1:'')7'' " Not~Public /J/ " ? L~;< .!<:' L :/ My commission expires: r'"---..------.--....-...---.-... .......----,. .<.~, . ,j, ',' "r ,', ' '-', ^, " ", r:: "',' , 1 ) ;:t ~ ( ( "', '_0' H. ;., "r f~~'f t . "..4 '>~:..... _, L'-i'-~><C:'J. ," " '. ' ','ll) I I '~.~/ . .l, '! .,1 ': ,") I L_.~_______"" .-.."_'..___.."'_,...... _",.....J . \ a AlA Document A 11 f" -1997 Standard Form of Agreement Between Owner and Contractor where the basis for payment is the COST OF THE WORK PLUS A FEE with a negotiated Guaranteed Maximum Price AGREEMENT made as of the 27 day of Two Thousand and Five (In words, indicate day, month and year) August 15,2005 in the year and the Contractor: (Name. address and other information) ADDITIONS AND DELETIONS: The author of this document has added Information needed for its completion. The author may also have revised the text of the original AlA standard form. An Additions and Deletions Report that notes added Information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AlA text. This document has Important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document Is not intended for use in competitive bidding. AlA Document A20H997, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. BETWEEN the Owner: (Name, address and other information) Cornerstone Real Estate Advisors, LLC One Financial Plaza Suite 1700 Hartford, CT 06103 The Henning Group, LC. 4344 Corporate Square Suite One Naples, FL 34104 cae # 1505521 The Project is: (Name and location) The Rookery at Marco Clubhouse 3433 Club Center Blvd. Naples, FL 34114 The Architect is: (Name, address and other information) The Princeton Companies 36855 W. Main St. Purcellville, VA 20132 This document has been approved and endorsed by the Associated General Contractors of America. The Owner and Contractor agree as follows. AlA Document A111T11-111117. Copyright @192O, 1925, 1951, 1958, 1961,1963, 1967, 1974, 1978, 1987 and 1997 by The American Institute of Archhecls. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright llIw and International Treaties. Unauthorized raproductlon or distribution of this AlA- Document, or any portIon of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under thel8W. This document was produced by AlA sollware at 15:55:14 on 04/2612006 under Order No.10oo207410_1 which expires on 11/18/2006, and is not lor resale. User Notes: (104061896) 1 ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 15. If anything in the other Contract Documents is inconsistent with this Agreement, this Agreement shall govern. ~ 1.2 In the event of any conflict among the Contract documents, the Documents shall be construed according to the following priorities: Highest Priority: Second Priority: Third Priority: Fourth Priority: Fifth Priority: Sixth Priority: Seventh Priority: Change Orders and Construction Change Directives Contractor's Qualifications and Assumptions Addenda with later date having greater priority. Agreement and Attachment No. 1 General Conditions, as modified by the parties Drawings, with detailed drawings taking precedence over large scale Specifications ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 RELATIONSHIP OF THE PARTIES The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor's skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION ~ 4.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement, if it differs from the date of this Agreement or, if applicable, state that the date will befixed in a notice to proceed.) The date of Commencement shall be April 25, 2005, based on the Letter of Intent (LOI) signed by the contractor on April 25, 2005. If, prior to commencement of the Work, the Owner requires time to file mortgages, mechanic's liens and other security interests, the Owner's time requirement shall be as follows: ~ 4.2 The Contract Time shall be measured from the date of commencement. See Article 4.1 above. ~ 4.3 The Contractor shall achieve Substantial Completion of the entire Work not later than 333 calendar days from the date of commencement, or as follows: The date for achieving Substantial Completion and obtaining a Certificate of Occupancy shall be March 24, 2006. This date is based upon receipt of a Site Development Permit by May 2, 2005, a Building Permit for the temporary Clubhouse Trailer by July 25, 2005, a Demolition Permit for the Clubhouse Building by August 2, 2005, receipt of a Foundation Permit for the Clubhouse Building by August 31, 2005 and a Building Permit for the Clubhouse Building by September 29,2005. AlA Documem A111T11-18117. Copyright @ 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974,1978, 1987 and 1997 by The American Institute of Archkects. All rights reserved. WARNING: This AlAe Documem Is pralec:ted by U.S. Copyright Law and Internetlonal Treetles. Unauthorized reproduction or 2 distribution of this AlA' Document, or any portion of II, may resullln &evera civil and criminal penalties, and will be prosecuted to the mexlmum extent possible under the law. This document was produced by AlA software aI15:55:14 on 0412612006 under Order No. 1 00020741 0_' which expires on 11/1812006, and is nol for resale. User Notes: (104061896) (Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement. Unless stated elsewhere in the Contract Documents, insert any requirements for earlier Substantial Completion of certain portions of the Work.) Owner has requested that the portion of the Clubhouse Building that is for non-memberlHotel Guest use, including the main entry, Lobby, Pro Shop, Main Dining Room, Bistro Dining Room, Covered Porch, Administration and Sales Offices, Public Restroorns and Locker Rooms and kitchen area be Substantially complete and occupied prior to January 15,2006. Contractor to furnish the owner a schedule by August 17,2005, that will indicate the amount of overtime required for certain trades to accomplish obtaining a Temporary Certificate of Occupancy for these areas by that date along with the associated costs for such overtime. Upon receipt of this information from the Contractor the Owner will decide whether or not to authorize the additional expense required to complete this portion of the work. If Owner approves the additional cost the Substantial Completion Date for this portion of the work will be January 15,2006 and the Substantial Completion for the remaining work will be March 24, 2006. This requirement is contingent upon receiving all County approvals and Fire Department approvals and authorizations from all county officials to allow a Temporary Occupancy Permit for the spaces desired to be occupied by the Owner. If the Owner rejects the additional costs required the Substantial Completion date for the areas listed above will be March 24, 2006 and the Substantial Completion Date for the entire project including obtaining a Certificate of Occupancy will be March 24, 2006 Portion of Work As described above in 4.3 Substantial Completion date As described above in 4.3 , subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert provisions, if any, for liquidated damages relating to failure to complete on time, or for bonus payments for early completion of the Work.) No liquidated damages will be charged for late completion of work and no bonus will be paid to the Contractor for early completion of the work. ARTICLE 5 BASIS FOR PAYMENT I 5.1 CONTRACT SUM 15.1.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor's Fee. 15.1.2 The Contractor's Fee is: (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Fee, and describe the method of adjustment of the Contractor's Fee for changes in the Work.) The Contractor's Fee and General Conditions for the base scope of Work is fixed at $258,707.00 with General Conditions fixed at $431,628.00. The General Conditions cost is based on an eight (8) month schedule. If the project construction period extends beyond eight months and the approved General Conditions amount is expended during those eight months or prior to the Substantial Completion date of March 24, 2006 stated in 4.3, additional approved General Conditions costs will be paid to the Contractor starting in the ninth month from the date of commencement as defined in Section 4.1, at the earliest, and extending up to the Substantial Completion date of March 24. 2006 stated in 4.3. All General Conditions costs incurred by the Contractor beyond the Substantial Completion date stated in 4.3 shall be borne by the Contractor unless the Substantial Completion date is extended and approved by Change Order. The Contractor's Fee for changes in the work approved by Change Order shall be 5% of the approved cost of the work plus the actual cost of additional General Conditions, if any. 15.1.3 No retainage shall be withheld by the Owner on the Contractor's General Conditions billings or Contractor's Fees. 15.2 GUARANTEED MAXIMUM PRICE 15.2.1 The sum of the Cost of the Work and the Contractor's Fee is guaranteed by the Contractor not to exceed ($ 5.124,046.00 ). subject to additions and deductions by Change Order as provided in the Contract Documents. Such maximum sum is referred to in the Contract Documents as the Guaranteed Maximurn Price. Costs which AlA Document A111T11-1997. Copyright @1920, 1925. 1951. 1958, 1961, 1963, 1967, 1974, 197B, 1987 and 1997 by The American Institute ot Architects. All rIghts reserved. WARNING: this AlA- Document Is protected by U.S. CopyrIght Law and International Treaties. Unauthorized reproduction or 3 dlstrlbU1lon of thl$ AlA- Document, or any portion of It. may result In severe civil and criminal penahles, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 15:55:14 on 0412612006 under Order No.100020741 0_1 which expires on 11/1812006, and is nol for resale. User Notes: (104061896) would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner. (Insert specific provisions if the Contractor is to participate in any savings.) None ! 5.2.2 The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If decisions on other alternates are to be made by the Owner subsequent to the execution of this Agreement, attach a schedule of such othe r alternates showing the amount for each and the date when the amount expires.) For the purpose of establishing the Guaranteed Maximum Price stated in Section 5.2.1 the approved Value Engineering Alternates are included in Exhibit G Approved Value Engineering Sununary List, but are subject to change upon the Owner and Owner's Consultants future review and approvals and or upon actual implementation in the field. ! 5.2.3 Unit prices, if any, are as follows: Description See Exhibit D Labor Rates Schedule Units See Exhibit D Labor Rates Schedule Price ($ 0.00) See Exhibit D Labor Rates Schedule S 5.2.4 Allowances, if any, are as follows (Identify and state the amounts of any allowances. and state whether they include labor, materials, or both.) Allowance FF&E Warehousing & Installation Amount ($ 0.00) $25,000 Included items Warehousing and installation of Owner furnished FF&E. ! 5.2.5 Assumptions, if any, on which the Guaranteed Maximum Price is based are as follows: See Exhibit A for Scope of Work Qualifications ! 5.2.6 6 The Drawings and Specifications plus Exhibit A Scope of Work Clarifications and Exhibit K Additional Scope Clarifications and Requirements included in this Agreement are considered as the final documents that include the entire scope of work for this project. Therefore, the Contractor has not included additional funds in the Guaranteed Maximum Price for further development of the Contract Documents.- The Contractor is responsible to cover the cost of work that is reasonably inferable in the Contract Documents. If changes in scope, systems, kinds and quality of materials, finishes or equipment, or if material or equipment costs increase prior to signing subcontracts or purchase orders are required, they shall be incorporated by Change Order. 5.2.6 Contractor's Controlled Contingency The Contractor's Controlled Contingency shall not exceed one and one-half percent (1.5%) of the total of all project direct costs (including General Conditions costs but excluding bond and insurance costs, and Contractor's Fee) with the approval of the Owner or Owner's Representative. The "Contractor's Controlled Contingency" is for the exclusive use of the Contractor while executing the construction Work to address unexpected circumstances and to defray unanticipated charges and additional expenses incurred by the Contractor due to errors in estimating both time and money and for the Contractor's costs and expenses incurred to correct subcontract scope deficiencies and subcontractor field errors and omissions that are not otherwise reimbursable and do not constitute a change in the Work as defined in the General Conditions to this Agreement as modified by the Owner. Owner approval is necessary by Change Order in order for the Contractor to be able to access and utilize the Contractor's Controlled Contingency. Charges against the Contractor's Controlled Contingency will be tabulated and reported by Change Order by the Contractor as part of the Contractor's Monthly Progress Report to the Owner. Contractor will also provide a tracking system for the measurement of the contingency used versus the maximum limit so that the AlA Document A111TN -1997. Copyright C 1920. 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American Insthute of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and International Trealles. Unauthorized reproduction or 4 distribution of this AlA- Document, or any portion of II, msy result In severe civil and criminal penalties, and wfll be prosKUted to the maximum extent poeslble under the law. This documenl was produced by AlA software at 15:55:14 on 04/26/2006 under Order NO.l00020741 0_1 which expires on 11/18/2006, and Is nol tor resale. User Notes: (104061896) balance amount is shown on each Change Order submitted. The full amount of any remaining Contractor's Controlled Contingency shall be not be considered to be within the GMP. If the maximum limit of 1.5% is not expended by the end of the project the remaining balance will go to the Owner. ARTICLE 6 CHANGES IN THE WORK t 6.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be determined by any of the methods listed in Section 7.3.3 of AlA Document A201-1997. t 6.2 In calculating adjustments to subcontracts (except those awarded with the Owner's prior consent on the basis of cost plus a fee), the terms "cost" and "fee" as used in Section 7.3.3.3 of AlA Document A20 1-1997 and the terms "costs" and "a reasonable allowance for overhead and profit" as used in Section 7.3.6 of AlA Document A201-1997 sha1l have the meanings assigned to them in AlA Document A201-l997 and shall not be modified by Articles 5, 7 and 8 of this Agreement. Adjustments to subcontracts awarded with the Owner's prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. t 6.310 calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in the above-referenced provisions of AlA Document A20l-1997 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the terms "fee" and "a reasonable allowance for overhead and profit" shall mean the Contractor's Fee as defined in Section 5.1.2 of this Agreement. t 6.4 If no specific provision is made in Section 5.1 for adjustment of the Contractor's Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Section 5.1 wilI cause substantial inequity to the Owner or Contractor, the Contractor's Fee sha1l be equitably adjusted on the basis of the Fee established for the original Work, and the Guaranteed Maximum Price sha1l be adjusted accordingly. ARTICLE 7 COSTS TO BE REIMBURSED t 7.1 COST OF THE WORK The term Cost of the Work sha1l mean costs necessarily incurred by the Contractor in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 7. t 7.2 LABOR COSTS t 7.2.1 Wages of construction workers directly employed by the Contractor to perform the construction of the Work at the site or, with the Owner's approval, at off-site workshops. t 7.2.2 Wages or salaries of the Contractor's supervisory and administrative personnel when stationed at the site with the Owner's approval. , when assigned to the Project with the Owner's prior approval or as specifica1ly identified within the General Conditions Budget of the GMP. See Exhibit D for Employee Labor Rates. (Ifit is intended that the wages or salaries of certain personnel stationed at the Contractor's principal or other offices shall be included in the Cost of the Work, identify in Article 14 the personnel to be included and whether for all or only part of their time, and the rates at which their time will be charged to the Work.) t 7.2.3 Wages and salaries of the Contractor's supervisory or administrative personnel engaged, at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. S 7.2.4 Costs paid or incurred by the Contractor for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. S 7.3 SUBCONTRACT COSTS S 7.3.1 Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts. AlA Document Alll™ -1997. Copyright @192O, 1925, 1951, 1958, 1961, 1963,1967,1974.1978. 19B7 and 1997 by The American Institute of Architects. All rights rnerved. WARNING: This AlAe Document Is protected by U.S. Copyright Law and Intemellonel Treetles. Uneuthorlzed reproduction or 5 distribution of this AlA- Document, or eny portion 01 It, mey result In severe civil end criminal penalties, and will be prosecuted 10 the maximum extent possible under the law. This document was produced by AlA software at 15:55:14 on 04/26/2006 under Order No. 10002074 t 0_1 whic:h expires on 11/18/2006, and is not for resale. Usef Notes: (104061896) t 7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION t 7.4.1 Costs, including transportation and storage. of materials and equipment incorporated or to be incorporated in the completed conSlnlction. t 7.4.2 Costs of materials described in the preceding Section 704.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the completion of the Work or, at the Owner's option, shall be sold by the Contractor. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. t 7.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS t 7.5.1 Costs, including transportation and storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery. equipment, and hand tools not customarily owned by construction workers, that are provided by the Contractor at the site and fully consumed in the performance of the Work; and cost (less salvage value) of such items if not fully consumed, whether sold to others or retained by the Contractor. Cost . for items previously used by the Contractor shall mean fair market value. t 7.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the Contractor at the site, whether rented from the Contractor or others, and costs of transportation, installation, minor repairs and replacements, dismantling and removal thereof. Rates and quantities of equipment rented shall be subject to the Owner's prior approval. t 7.5.3 Costs of removal of debris from the site. t 7.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone caBs. postage and parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office. t 7.5.5 That portion of the reasonable expenses of the Contractor's personnel incurred while traveling in discharge of duties connected with the Work. t 7.5.6 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, if approved in advance by the Owner. t 7.6 MISCELLANEOUS COSTS t 7.6.1 That portion of insurance and bond premiums that can be directly attributed to this Contract: t 7.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work. t 7.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Contractor is required by the Contract Documents to pay. t 7.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AlA Document A201-1997 or other provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3. t 7.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the Contract Documents; and payments made in accordance with legal judgments against the Contractor resulting from such suits or claims and payments of settlements made with the Owner's consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Contractor's Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.17.1 of AlA Document A20 1-1997 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work. t 7.6.6 Data processing costs related to the Work. . Data processing costs shall be limited to only those data processing costs that are incurred at the project site, or those associated with documents produced for the Project at the home offices of the Contractor to the extent that such costs are itemized and included within the General Conditions Budget of the GMP. AlA Document A111T11 -1997. Copyright @1920, 1926, 1961,1958, 1961,1963.1967.1974.1978. 1987 and 1997 by The American Institute of ArcMects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Lew end Internetlonel Tr..ties. Uneuthorlzed reproduction or distribution of this AlA- Document, or eny portion 01 It, mey resun In severe civil end crlmlnel penenles, end will be prosecuted to the mexlmum ell1ent possible under the law. This documenl was produced by AlA software aI16:55: 14 on 0412612006 under Order NO.1 00020741 0_1 which expires on 11/1812006, and is not for resale. User Notes: (104061896) 6 17.6.7 Deposits lost for causes other than the Contractor's negligence or failure to fulfill a specific responsibility to the Owner as set forth in the Contract Documents. 17.6.8 Legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between the Owner and Contractor, reasonably incurred by the Contractor in the perfonnance of the Work and with the Owner's prior written approval; which approval shall not be unreasonably withheld. 17.6.9 Expenses incurred in accordance with the Contractor's standard personnel policy for relocation and temporary living allowances of personnel required for the Work, if approved in advance by the Owner. 17.7 OTHER COSTS AND EMERGENCIES 17.7.1 Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by the Owner. 17.7.2 Costs due to emergencies incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section 10.6 of AlA Document A20]-1997. 17.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Contractor, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Contractor and only to the extent that the cost of repair or correction is not recoverable by the Contractor from insurance, sureties, Subcontractors or suppliers. ARTICLE 8 COSTS NOT TO BE REIMBURSED 18.1 The Cost of the Work shall not include: 18.1.1 Salaries and other compensation of the Contractor's personnel stationed at the Contractor's principal office or offices other than the site office, except as specifically provided in Sections 7.2.2 and 7.2.3 or as may be provided in Article ]4. 18.1.2 Expenses of the Contractor's principal office and offices other than the site office. 18.1.3 Overhead and general expenses, except as may be expressly included in Article 7. f 8.1.4 The Contractor's capital expenses, including interest on the Contractor's capital employed for the Work. f 8.1.5 Rental costs of machinery and equipment, except as specifically provided in Section 7.5.2. f 8.1.6 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence or failure to fulfill a specific responsibility of the Contractor, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. f 8.1.7 Any cost not specifically and expressly described in Article 7. f 8.1.8 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded. ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS f 9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (I) before making the payment, the Contractor included them in an Application for Payment and received payment therefor from the Owner, or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts shall accrue to the Contractor. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner. and the Contractor shall make provisions so that they can be secured. AlA Document A111T11-1991. Copyright @1920. 1925. 1951. 1958, 1961, 1963, 1967,1974, 1978,1967 and 1997 by The American Instnu1e of Architects. All rights ",served. WARNING: this AlAe Documen1 Is protected by U.S. Copyright Law and Intemallonal Treaties. Unauthorized reproduction Dr distribution of this AlAe Document, or any portion of It, may result In severe clvUand criminal penalties, end will be prosecuted to the maximum eXlent possible under 1IIe law. This document was produced by AlA software aI15:55:14 on 0412612006 under Order NO.l00020741 0_1 which expires on 11/1812006, and is nol tor resale. User Notes: (104061896) 7 S 9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the Owner as a deduction from the Cost of the Work. ARTICL.E 10 SUBCONTRACTS AND OTHER AGREEMENTS S 10.1 Those portions of the Work that the Contractor does not customarily perform with the Contractor's own personnel shall be performed under subcontracts or by other appropriate agreements with the Contractor. The Owner may designate specific persons or entities from whom the Contractor shall obtain bids. The Contractor shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Architect. The Owner shall then determine, with the advice of the Contractor and the Architect, which bids will be accepted. The Contractor shall not be required to contract with anyone to whom the Contractor has reasonable objection. S 10.2 If a specific bidder among those whose bids are delivered by the Contractor to the Architect (I) is recommended to the Owner by the Contractor; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Contractor may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Contractor and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. S 10.3 Subcontracts or other agreements shan conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. ARTICL.E 11 ACCOUNTING RECORDS The Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Contract, and the accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's accountants shall be afforded access to, and shall be permitted to audit and copy, the Contractor's records, books, correspondence, instructions, drawings, receipts, subcontracts, pW'chase orders, vouchers, memoranda and other data relating to this Contract, at the Owner's expense and the Contractor shall preserve these for a period of three years after final payment, or for such longer period as may be required by law. . The records identified in Article 11 shall be available to Owner upon request for examination and audit at a mutually convenient time within fifteen (15) working days of such request. Such audits may require Owner's inspection and copying from time to time of the Records at Owner's expense. ARTICL.E 12 PAYMENTS S 12.1 PROGRESS PAYMENTS S 12.1.1 Based upon Applications for Payment submitted to the Architect or The John Hardy Group by the Contractor and Certificates for Payment issued by the Architect, or The John Hardy Group the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. S 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: S 12.1.3 Provided that an Application for Payment is received by the Owner's Representative's office @ Marco Island Marriott Architect not later than the 25th day of a month, the Owner shall make payment to the Contractor not later than the 25th day of the the following month. S 12.1.4 With each Application for Payment, the Contractor shall AlA document G702 containing the information described and required in Section 12.1.5 and 12.1.6.. In addition to other required items, each Application for Payment shall be accompanied by the following, all in form and substance satisfactory to the Owner and in compliance with applicable Florida statutes: (a) conditional waiver and release of lien from the Contractor with each Application for Payment (b) commencing with Pay Application Number 2, duly executed unconditional waiver and release of lien forms from the Contractor, Subcontractors, Sub-subcontractors and material suppliers, establishing payment or satisfaction of payment requested by the Contractor through the prior month's Application for Payment, and (c) such other information, documentation and materials as the Owner AlA Documenl A111™-1897. copyrlghl @192O, 1925, 1951.1958,1961,1963.1967,1974,1978,1987 and 1997 by The American Inst~ute of Archhecls. All rights reserved. WARNING: This AlA- Document Is protected by U.S. copyrlghl Law and International Treaties. Unauthorized reproduction or 8 distribution 01 Ihls AlA- Document, or any portion of II, may result In severe civil and criminal penshl.., and will be prosecuted to the maximum extenl possible under the law. This document was produced by AlA software aI15:55:14 on 04126/2008 under Order No.l0oo207410_1 which expires on 11/1812006, and is not for resale. User Noles: (104061896) i 12,1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Contractor's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect or Owner's Representative may require. This schedule, unless objected to by the Architect, or Owner's Representative shall be used as a basis for reviewing the Contractor's Applications for Payment. S 12.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be (1) the percentage of that portion of the Work which has actually been completed S 12.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price alIocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.8 of AlA Document A20l-l997; .2 add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 add the Contractor's Fee, less retainage of 10% ( Ten Percent ).The Contractor's Fee shall be computed upon the Cost of the Work described in the two preceding Clauses at the rate stated in Section 5.1.2 or, if the Contractor's Fee is stated as a fixed sum in that Subparagraph, shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work in the two preceding Clauses bears to a reasonable estimate of the probable Cost of the Work upon its completion; .4 subtract the aggregate of previous payments made by the Owner; ,5 subtract the shortfall, if any, indicated by the Contractor in the documentation required by Section 12.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's accountants in such documentation; and .6 subtract amounts, if any, for which the the Owner's Representative, the Owner or the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AlA Document A201- 1997. S 12.1.8 Except with the Owner's prior approval, payments to Subcontractors shall be subject to retainage of not less than 10% ( Ten Percent ). The Owner and the Contractor shall agree upon a mutually acceptable procedure for review and approval of payments and retention for Subcontractors. i 12.1.9 In taking action on the Contractor's Applications for Payment, the Architect and Owner's Representative shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor and shall not be deemed to represent that the Architect and Owner's Representative has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 12.1.4 or other supporting data; that the Architect and Owner's Representative has made exhaustive or continuous on-site inspections or that the Architect and Owner's Representative has made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's accountants acting in the sole interest of the Owner. i 12.2 FINAL PAYMENT i 12.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when: AlA Document A111TU -1997. Copyright @ 1920, 1925, 1951, 1956, 1961, 1963, 1967, 1974, 1976, 1967 and 1997 by The American Insti1ule of Archkects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or 9 distribution of this AlA- Documenl, or any portion 0111, may result In severe civil and criminal penallles. and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software al 15:55:14 on 0412612006 under Order No.1000207410_1 whiCh elCplres on 1 t/18/2oo6, and is not for resale. User Notes: (104061896) .1 the Contractor has fully perfonned the Contract except for the Contractor's responsibility to correct Work as provided in Section 12.2.2 of AlA Document A201-1997, and to satisfy otherrequirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment has been issued by the Architect. and Owner's Representative i 12.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's and Owner's Representative final Certificate for Payment, or as follows: None i 12.2.3 The Owner's accountants will review and report in writing on the Contractor's final accounting within 30 days after delivery of the final accounting to the Architect and Owner's Representative by the Contractor. Based upon such Cost of the Work as the Owner's accountants report to be substantiated by the Contractor's final accounting, and provided the other conditions of Section 12.2.1 have been met, the Architect and Owner's Representative will, within seven days after receipt of the written report of the Owner's accountants, either issue to the Owner a final Certificate for Payment with a copy to the Contractor, or notify the Contractor and Owner in writing of the Architect's and Owner's Representative reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201-1997. The time periods stated in this Section 12.2.3 supersede those stated in Section 9.4.1 of the AlA Document A20 1-1997. f 12.2.4 If the Owner's accountants report the Cost of the Work as substantiated by the Contractor's final accounting to be less than claimed by the Contractor, the Contractor shall be entitled to demand arbitration of the disputed amount without a further decision of the Architect and Owner's Representative. Such demand for arbitration shall be made by the Contractor within 30 days after the Contractor's receipt of a copy of the Architect's and Owner's Representative final Certificate for Payment; failure to demand arbitration within this 30-day period shall result in the substantiated amount reported by the Owner's accountants becoming binding on the Contractor. Pending a final resolution by arbitration, the Owner shall pay the Contractor the amount certified in the Architect's and Owner's Representative final Certificate for Payment. i 12.2.5 If, subsequent to final payment and at the Owner's request, the Contractor incurs costs described in Article 7 and not excluded by Article 8 to correct defective or nonconforming Work, the Owner shall reimburse the Contractor such costs and the Contractor's Fee applicable thereto on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If the Contractor has participated in savings as provided in Section 5.2, the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Contractor. ARTICLE 13 TERMINATION OR SUSPENSION i 13.1 The Contract may be terminated by the Contractor, or by the Owner for convenience, as provided in Article 14 of AlA Document A201-1997. However, the amountto be paid to the Contractor under Section 14.1.3 of AIA Document A201-1997 shall not exceed the amount the Contractor would be entitled to receive under Section 13.2 below, i 13.2 The Contract may be terminated by the Owner for cause as provided in Article 14 of AlA Document A201- 1997. The amount, if any, to be paid to the Contractor under Section 14.2.4 of AIA Document A201-1997 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: i 13.2.1 Take the Cost of the Work incurred by the Contractor to the date of termination; i 13.2.2 Add the Contractor's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1.2 or, if the Contractor's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and i 13.2.3 Subtract the aggregate of previous payments made by the Owner. i 13.3 The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included AlA Documenl A1l1'" -1997. copyrtght @192O. 1925, 1951, 1958, 1961. 1963, 1967, '974, 1978, '987 and 1997 by The American Instllute of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyrlghl Law end Internsllonsl Trestles. Uneuthorlzed reproduction or distribution of this AlA- Document, or sny portion of il, msy result In severe civil end crlmlnel penellles, end will be prosecuted 10 the mexlmum extent pOSSible under Ihe Iew. This document was produced by AlA software at 15:55:14 on 0412612006 under Order No. '0002074'0_' which expires on 1'/'8/2006, and is not for resale. User Notes: ('0406'896) 10 in the Cost of the Work under Section 13.2.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for the purpose offully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders. f 13.4 The Work may be suspended by the Owner as provided in Article 14 of AlA Document A201-1997; in such case. the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of AlA Document A201-1997 except that the term "profit" shall be understood to mean the Contractor's Fee as described in Sections 5.1.2 and Section 6.4 of this Agreement. ARTICLE 14 MISCELLANEOUS PROVISIONS f 14.1 Where reference is made in this Agreement to a provision AlA Document A201-1997 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. f 14.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) New York Prime Plus 3.5% as stated in the Wall Street Journal on the date payment is due. (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Contractor's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) f 14.3 The Owner's representative is: (Name, address and other information.) Wes Wehrend; Sr. Project Director, Ed Penrod; Sr. Project Manager, George Fortin; Project Manager The John Hardy Group, Inc. 5180 Roswell Road NW The Centre Building Atlanta, GA. 30342 f 14.4 The Contractor's representative is: (Name, address and other information.) Bob DiBacco The Henning Group, Inc. 4344 Corporate Square Naples, FL. 34104 f 14.5 Neither the Owner's nor the Contractor's representative shall be changed without ten days' written notice to the other party. f 14.6 Other provisions: AlA Document A11P" -1997. Copyright @ 1920, 1925, 1951. 1958, 1961,1963,1967,1974, 1978. 19B7 and 1997 by The American Insl~ute of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or 11 distribution of Ihls /iJA- Document, or any portion of II, may result In severe civil and criminal penahles, and will ba prosecuted 10 the maximum extent possible under the law. This document was produced by AlA soflware at 15:55:14 on 04/26/2006 under Order No.l000207410_1 which expires on 11/1812006, and is not for resale. User Notes: (104061896) Mold Disclaimer: Owner shall hold Contractor hannless from any and all claims, costs and / or liability that may arise either during construction or at any later date, which is caused by the design of the facilities for interior or exterior mold. List of personnel at Henning's office included in cost of work. S 14.6.1 This Agreement may not be amended, modified or terminated by oral communication. No written amendment or modification shall be binding upon the Owner unless signed by the Owner's authorized signatory representative. This Agreement shall bind the successors and assigns of the representative parties. No provision of the Conlract Documents shall be deemed to have been waived by either party, either expressly, impliedly or by course of conduct, unless such waiver is in writing and signed by such party, which waiver shall apply only to the matter described in the writing and not to any subsequent rights of such party. S 14.6.2 This Agreement shall be construed under the laws of the State of Florida, and any claims and causes of action arising under or in conjunction with this Agreement shall be brought in a court of competent jurisdiction in Collier County, Florida. In the event of litigation relating to this Agreement or the performance or non-performance of Work hereunder, the Contractor and the Owner voluntarily and irrevocably accept the jurisdiction of the applicable courts of Collier County, Florida, and hereby waive any argument that such a forum is inconvenient. S 14.6.3 If any provision of this Agreement or the General Conditions as modified by the Owner, shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the of the remaining provisions shall in no way be affected or impaired thereby, and such remaining provisions shall remain in full force and effect. The invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision, S 14.6.4 Contractor's relationship with Owner is solely as an independent contractor and nothing contained in the Agreement shall be construed as creating a joint venture, partnership or employer/employee relationship. S 14.6.5 Other than stated in this paragraph, there are no intended or unintended third party beneficiaries of this Agreement, and no parties other than the Owner and the Contractor shall have the right to enforce this Agreement. S 14.6.6 Owner shall have the right to approve subcontracts for the Work prior to execution by Contractor and all executed subcontracts shall be delivered to Owner prior to commencement of any work thereunder. All subcontracts shall be assignable to Owner and may be assumed by Owner in the event of any termination of the Agreement, all at the option of Owner. All subcontracts shall provide that they are terminable by Owner in the event that the Agreement is terminated without additional costs beyond that actually incurred to the date of termination. S 14.6.7 References to the "Owner" and to "Contractor" hereunder shall be deemed to be references to the parties hereto and their respective successors and assigns. Neither party to the Agreement shall assign, sublet or transfer (by operation of law or otherwise) any interest in the Agreement without the prior written consent of the other party, nor shall Contractor assign any monies due or to become due to it under the Agreement without the prior written consent of the Owner, which consent shall not be unreasonably withheld, delayed or conditioned. Any assignment without such prior written consent shall be void. S 14.6.8 Contractor agrees to maintain a competent staff dedicated to the Project. including a qualified project manager, a full time project superintendent and necessary assistants, to coordinate and provide general direction of the Work and to monitor and coordinate progress of the subcontractors on the Project. The Contractor shall submit to Owner a list of all supervisory and managerial personnel to be associated with the Project. Any additional personnel required by the Contractor to perform the services identified herein shall be requested in writing by the Contractor, along with the reason for requesting such additional personnel. No additional personnel shall be assigned to the Project without the specific and prior written approval of the Owner. If additional personnel are assigned to the Project by the Contractor without receiving prior written authorization by the Owner, those additional personnel shall be considered to be non-reimbursable to the Contractor. If so requested by Owner in writing and for reasonable cause, the Contractor shall change any staff associated with the Project to another individual reasonably acceptable to Owner. AlA Document A111TU -1997. Copyright @ 1920, 1925. 1951, 1958. 1961, 1963. 1967, 1974, 1978, 1987 and 1997 by The American Institute of Archhecls. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or 12 distribution of this AlA- Document, or any portion 01 It, may result In severe civil and crimina' penalties, and will be prosecuted to the maximum extent posalble uncler the law. This document was produced by AlA software at 15:55:14 on 04/2612006 under Order No.1000207410_1 which expires on 11/1812006, and Is not for resale. User Notes: (104061896) t 14.6.9 DISPUTE RESOLUTION During the Construction Phase, Claims, disputes or other matters in question between the parties to this Agreement shall be resolved as provided in Sections 4.3 through 4.5 of A201-l997 as modified by the Owner. t 14.6.10 WAIVER OF JURY TRIAL Owner and Contractor hereby knowingly, irrevocably, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based upon the contract documents, or arising out of, under, or in connection with the construction of the work or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party. t 14.6.11 The Contractor represents and warrants the following to the Owner as a material inducement to the Owner to execute this Agreement: .1 The Contractor is financially solvent and possessed of sufficient working capital to complete the Work: and .2 The Contractor is properly authorized and licensed to do business in the State of Florida; and .3 The Contractor is knowledgeable with the Owner's program for this Project, and is well versed in the required construction techniques. ARTICLE 15 ENUMERATION OF CONTRACT DOCUMENTS t 15.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as follows: t 15.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and Contractor, AlA Document AI 11-1997. t 15.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction, AlA Document A20 1-1997. t 15.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated , and are as follows: Document REQUEST FOR PROPOSAL PROJECT MANUAL Title Project Rules for Contractor Scope Clarifications Pages 2 pages only attached as Exhibit J 2 pages only attached as Exhibit K t 15.1.4 The Specifications are those contained in the Project Manual dated as in Section 15.1.3, and are as follows: (Either list the Specifications here or refer to an exhibit attached to this Agreement.) Title of Specifications exhibit: Exhibit F t 15.1.5 The Drawings are as follows, and are dated unless a different date is shown below: (Either list the Drawings here or refer to an exhibit attached to this Agreement.) Title of Drawings exhibit: Exhibit E t 15.1.6 The Addenda, if any, are as follows: Pages All Addenda #1 drawings are listed in Exhibit E and are identified with the March I, 2005 drawing date. All Addenda #1 Specifications are listed in Exhibit F as Addendum #1. All Addenda #2 drawings are listed in Exhibit E and are AlA Document A111110 -1997. Copyright lCl1920, 1925, 1951, 1958, 1961, 1963, 1967. 1974, 1978, 1987 and 1997 by The American Ins1ltule of Arch"ec1s. All rlghls reserved. WARNING: This AlA- Documenlls proteCled by U.S. Copyright Lew end Imernellonal Treetles. Unaulhorlzed reproducllon or 3 dlslrlbullon of lhls AlA- Documenl, or eny portion of II, mey result In severe civil end criminal penellles, end will be proseculed 10 the maximum 1 eXlenl possible under the lew. This documenl was produced by AlA sollware aI15:55:14 on 04126/2006 under Order No.l000207410_1 which expires on 11/1812006, and is not for resale. User Notes: (104061896) Number I Date March I, 2005 March I I, 2005 2 identified with the March II, 2005 drawing date. All Addenda #2 Specifications are listed in Exhibit F as Addendum #2. Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 15. t 15.1.7 Other Documents, if any, forming part of the Contract Documents are as follows: Exhibit A: Scope of Work Clarifications Exhibit B: Schedule of Values Exhibit C: Contractor Employee List Exhibit D: Labor Rates Exhibit E: Contract Drawing List Exhibit F: Contract Specifications List Exhibit G: Approved Value Engineering Summary List Exhibit H: Insurance Requirements for the Rookery at Marco Clubhouse Exhibit I: The Rookery at Marco Clubhouse Project Schedule Exhibit J: Project Rules for Contractor & Contractor's Subcontractors Exhibit K: Additional Scope Clarifications and Requirements (List here any additional documents, such as a list of alternates that are intended to form part of the Contract Documents. AlA Document A201-1997 provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders, sample forms and the Contractor's bid are not part of the Contract Documents unless enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.) ARTICLE 16 INSURANCE AND BONDS (List required limits of liability for insurance and bonds. AlA Document A201-1997 gives other specific requirements for insurance and bonds.) Type of insurance See Exhibit H Limit of liability ($ 0.00) See Exhibit H This Agreement is entered into as of the day and year first written above and is executed in at least three original copies. of which one is to be delivered to the Contractor, one to the Architect for use in the administration of the Contract, and the remainder to the Owner. ~ -eONTRACTOR (Signature) J&. -.,,-- ..). /'~...~ ~ v.r. (Printed name and title) ~ i'~8~T M.D,B"uo ~e SR..P~. (Printed name and title) AlA Document Alll'" -1997. Copyright ~ t920, 1925,1951,1958,1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA- Documantls protectlld by U.S. Copyright Law and Intarnallonal Treaties. Unauthortzed reproduction or 14 distribution of this AlA- D<K:ument, or any portion of n, may reault In severe civil and crlmlnBI penBltles. Bnd will be prosecuted to the mBxlmum extent possible under the law. This document was produced by AlA software at 15:55:14 on 0412612006 under Order No.100020741 0_1 which expires on 11/18/2006. and Is not for resale. User Notes: (104061896) Additions and Deletions Report for 8 TM AlA Document A 111 - 1997 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AlA document in order to complete it, as well as any text the author may have added to or deleted from the original AlA text. Added text is shown underlined. Deleted text Is Indicated with a horizontal line through the original AlA text. Note: This Additions and Deletions Report Is provided for Information purposes only and is not incorporated Into or constitute any part of the associated AlA document. This Additions and Deletions Report and its associated document were generated simultaneously by AlA software at 15:55:14 on 04126/2006. PAGE 1 AGREEMENT made as of the 27 day of August 15.2005 in the year Two Thousand and Five Cornerstone Real Estate Advisors, LLC One Financial Plaza Suite 1700 Hartford. CT 06103 The Henning GrouD. LC. 4344 Coroorate Square Suite One Naples. FL 34104 CGC # 1505521 The Rookery at Marco Clubhouse 3433 Club Center Blvd. Nal'les. FL 34114 The Architect is: The Princeton Companies 36855 W. Main St. Purcellville. V A 20132 PAGE 2 Ii 1.2 In the event of any conflict amonl1 the Contract documents. the Documents shall be construed according to the following priorities: Highest Priori tv: Change Orders and Construction ChanlZe Directives Additions and Deletions Report for AlA Document A111T101-1997. Copyright @ 1920,1925, 1951,1958.1961, 1963.1967,1974, 1978, 1967 and 1997 by The American Inslltute of Arch~ects. All rights ",served. WARNING: This AlA- Document Is protected by U.S. Copyright Law end Internlltlonal 1 T",atles, Unauthorized reproduction or distribution of this AlA- Document, or any portion of It, may result In severe clvtland criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 15:55:14 on 04/2612006 under Order No.1000207410_1 which expires on 11/16/2006, and is not for resale. User Noles: (104061696) Second Prioritv: Contractor's Oualifications and Assumotions Third Priority: Addenda with later date having greater priority. Fourth Priority: Agreement and Attachment No. I Fifth Priority: General Conditions. as modified by the oarties Sixth Priority: Drawings. with detailed drawings taking precedence over large scale Seventh Prioritv: Soecifications The date of Commencement shall be Aoril 25. 2005. based on the Letter of Intent (LOn signed by the contractor on Aoril 25. 2005. S 4.2 The Contract Time shall be measured from the date of commencement. See Article 4.1 above. 54.3 The Contractor shall achieve Substantial Completion of the entire Work not later than 333 calendar days from the date of commencement, or as follows: The date for achieving Substantial Completion and obtaining a Certificate of Occu.pancv shall be March 24. 2006. This date is based upon receiot of a Site Development Permit by Mav 2. 2005. a Building Permit for the temporary Clubhouse Trailer by July 25. 2005. a Demolition Permit for the Clubhouse Building bv August 2. 2005. receipt of a Foundation Permit for the Clubhouse Building by August 31. 2005 and a Building Permit for the Oubhouse Building bv Seotember 29. 2005. PAGE 3 Owner has requested that the portion of the Clubhouse Building that is for non-memherlHotel Guest use. includinl;! the main entrY. Lobby. Pro Shoo. Main Dining Room. Bistro Dining Room. Covered Porch. Administration and Sales Offices. Public Restrooms and Locker Rooms and kitchen area be Substantially complete and occuoied prior to January 15.2006. Contractor to furnish the owner a schedule by August 17.2005. that will indicate the amount of overtime reauired for certain trades to accomplish obtaininlZ a Temoorary Certificate of Occupancv for these areas bv that date along with the associated costs for such overtime. Upon receipt of this information from the Contractor the Owner will decide whether or not to authorize the additional expense reauired to complete this portion of the work. If Owner approves the additional cost the Substantial Comoletion Date for this portion of the work will be January 15.2006 and the Substantial Completion for the remaining work will be March 24.2006. This reQuirement is contingent uoon receiving all County aoprovals and Fire Department approvals and authorizations from all county officials to allow a Temporary Occupancy Permit for the soaces desired to be occupied bv the Owner. If the Owner reiects the additional costs reQuired the Substantial Completion date for the areas listed above will be March 24. 2006 and the Substantial Completion Date for the entire project including obtaining a Certificate of Occupancy will be March 24.2006 As described above in 4.3 As described above in 4.3 No liquidated damages will be charged for late completion of work and no bonus will be paid to the Contractor for earlv comoletion of the work. The Contractor's Fee and General Conditions for the base scooe of Work is fixed at $258.707.00 with General Conditions fixed at $431.628.00. The General Conditions cost is based on an eight (8) month schedule. If the proiect construction period extends beyond eil!:ht months and the approved General Conditions amount is expended during those eight months or Drior to the Substantial Completion date of March 24. 2006 stated in 4.3. additional approved General Conditions costs will be Daid to the Contractor starlin!! in the ninth month from the date of commencement as defined in Section 4.1. at the earliest. and extending up to the Substantial Completion date of March 24. 2006 stated in 4.3. All General Conditions costs incurred by the Contractor beyond the Substantial Comoletion date stated in 4.3 shall be borne by the Contractor unless the Substantial Completion date is extended and aooroved by ChanlZe Order. The Contractor's Fee for changes in the work approved by Change Order shall be 5% of the approved cost of the work plus the actual cost of additional General Conditions. if any. Addltlona and DeleUons Report for AlA Document A111l11-1991. Copyright @1920,1925.1951.1958, 1961, 1963.1961, 1914, 1976. 1967 and 1997 by The American Insthule of Architects. All rights reserved. WARNING: Thla AlAe Documentla protected by U.S. Copyright Law and International Treatlea. Unauthorized reproduction or distribution 01 this AlA' Document, or any portion 01 It, may reault In severe civil and criminal penaltlea. and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software al 15:55: 14 on 04/26/2006 under Order No. 100020741 0_1 which expires on 11/1612006. and is nollor resale. User Notes: (104061696) 2 ~ 5.1.3 No retainage shall be withheld by the Owner on the Contractor's General Conditions billings or Contractor's Fees. S 5.2.1 The sum of the Cost of the Work and the Contractor's Fee is guaranteed by the Contractor not to exceed ($ 5.124.046.00 ), subject to additions and deductions by Change Order as provided in the Contract Documents. Such maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner. PAGE 4 None For the OurDose of establishin~ the Guaranteed Maximum Price stated in Section 5.2.1 the aoproved Value Engineering Alternates are included in Exhibit G Approved Value Engineering Summary List. but are subiect to change upon the Owner and Owner's Consultants future review and apJlrovals and or upon actual implementation in the field. See Exhibit D Labor Rates Schedule See Exhibit D Labor Rates Schedule See Exhibit D Labor Rates Schedule FF&E Warehousing & Installation $25,000 Warehousing and installation of Owner furnished FF&E. See Exhibit A for Scope of Work Oualifications S 5.2,6 Te the eMeat that the 6 The Drawings and Specifications plus Exhibit A Scope of Work Clarifications and Exhibit K Additional Scope Clarifications and Requirements included in this Al!Teement are aRtieit:Jate!J te FeEll:lire fllftRer !Je'ltlleplMat ay considered as the final documents that include the Arekiteet, entire scope of work for this project. Therefore, the Contractor has JlFeyi!Je!J not included additional funds in the Guaranteed Maximum Price for 5lI&h-further development S8RsisteBt with of the Contract Das\lments an!J Documents.- The Contractor is responsible to cover the cost of work that is reasonably inferable therefrem. SlIeh farther l!e'ielepm6Rt !Jaes Ret ifteleae seek tmags as in the Contract Documents. If changes in scope, systems, kinds and quality of materials, finishes or equipment, all sf whish, Q.[ if material or equipment costs increase prior to signing subcontracts or 1?Ufchase orders are required, they shall be incorporated by Change Order. 5.2.6 Contractor's Controlled ContingencY The Contractor's Controlled Contingency shall not exceed one and one-half percent (1.5%) of the total of all project direct costs (including General Conditions costs but excluding bond and insurance costs. and Contractor's Fee) with the aooroval of the Owner or Owner's Representative. The "Contractor's Controlled Contingency" is for the exclusive use of the Contractor while executing the construction Work to address unexpected circumstances and to defray unanticipated charges and additional exoenses incurred by the Contractor due to errors in estimating both time and money and for the Contractor's costs and expenses incurred to correct subcontract scope deficiencies and subcontractor field errors and omissions that are not otherwise reimbursable and do not constitute a change in the Work as defined in the General Conditions to this Agreement as modified by the Owner. Owner awroval is necessarv by Change Order in order for the Contractor to be able to access and utilize the Contractor's Controlled Contingency, Charges against the Contractor's Controlled Contingency will be tabulated and reoorted by Change Order by the Contractor as part of the Contractor's Monthly Progress Reoort to the Owner. Contractor will also provide a tracking system for the measurement of the contingency used versus the maximum limit so that the balance amount is shown on each Chan~e Order submitted. The full amount of any remaining Contractor's Controlled Contingency shall be not be considered to be within the GMP. If the maximum limit of 1.5% is not expended by the end of the oroiect the remaining balance will go to the Owner. PAGE 5 Additions end Deletions Repon for AlA Document AllP" -1997. Copyright @1920, 1925, 1951,1958, 1961, 1963, 1967, 1974, 1978, 1967 and 1997 by The American Institute of Archilecls. AD rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Lew and Internetlonel 3 Treaties. Uneuthorlzed reproduction or distribution of this AlA- Document, or eny portion of It, mey result In severe civil and crlmlne' penellles, end will be prosecuted to the maximum exterrt possible under the law. This document was produced by AlA software al 15:55:14 on 04/2612006 under Order No.1 00020741 0_1 which expires on 11/16/2006, and is nol for resale. User Notes: (104061696) S 7.2.2 Wages or salaries of the Contractor's supervisory and administrative personnel when stationed at the site with the Owner's approval. . when assigned to the Proiect with the Owner's orior aoproval or as specifically identified within the General Conditions Bud2et of the GMP. See Exhibit D for Employee Labor Rates. PAGE 6 S 7.6.6 Data processing costs related to the Work. . Data processine: costs shall be limited to only those data processing costs that are incurred at the proiect site. or those associated with documents produced for the Project at the home offices of the Contractor to the extent that such costs are itemized and included within the General Conditions Bude:et of the GMP. PAGE 7 S 7.6.9 Expenses incurred in accordance with the Contractor's standard personnel policy for relocation and temporary living allowances of personnel required for the Work, if approved in advance by the Owner. PAGE 8 The Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Contract, and the accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's accountants shall be afforded access to, and shall be pennitted to audit and copy, the Contractor's records, books, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Contract, at the Owner's expense and the Contractor shall preserve these for a period of three years after final payment, or for such longer period as may be required by law. . The records identified in Article 11 shall be available to Owner upon request for examination and audit at a mutually convenient time within fifteen (15) workine: days of such request. Such audits may require Owner's insoection and cooying from time to time of the Records at Owner's exoense. S 12.1.1 Based upon Applications for Payment submitted to the Architect or The John Hardy Grouo by the Contractor and Certificates for Payment issued by the Architect, or The John Hardy Group the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. S 12.1.3 Provided that an Application for Payment is received by the Owner's Representative's office @ Marco Island Marriott Architect not later than the 25th day of a month, the Owner shall make payment to the Contractor not later than the 25th day of the the followine: month. If lU\ ..\pplieatiea fer PaynteRt is received by tke Mehiiest after iHe llflplisaaaa date filled abave, paYfR0Rt SHall be made by tHe Owaer aet later tk8ft ( ) days after the Mehitest rsseives the f.pplisatiaR far Paymeat. S 12.1.4 With each Application for Payment, the Contractor shall sUBmit payrolls, petty eask aeeauats, reeeipted in'/aises ar ilweiees with sReek '1eUehefG atlaehed, AlA document 0702 containine: the information described and required in Section 12.1.5 and aay-12.1.6.. In addition to other 0'1ideaee required items. each Application for Payment shall be accomoanied by the Ovmer ar ..\ronitect following. all in form and substance satisfactory to dsmeftslfate that eask disbursemsms already made by the Cenlraetar aft aeeeHtlt Owner and in comoliance with applicable Florida statutes: (a) conditional waiver and release of lien from the Ge6l-Contractor with each Aoolication for Pavment (b) commencing with Pay Apolication Number 2. dulv executed unconditional waiver and release of lien forms from the Work sElual Contractor. Subcontractors. Sub-subcontractors and material supoliers. establishing payment or sll:i:1eet! (1) progress pEt)'fReats alreaay reeeived satisfaction of payment requested by the Caalfaeter; less (2) that paRiaa af thase flaymealS attributable ts Contractor through the CORtfaeter's Fee; plus (3) payrells prior month's Aoolication for Payment. and Cc) such other information. documentation and materials as the peRed co'/eret! by tRs ):Imseat .<\pplicatioa for PaymeRt.Owner PAGE 9 S 12.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed AddItions and Deletions Report for AlA Document Al11l11-1997. Copyright e 1920. 1925, 1951. 1958. 1961, 1963, 1967, 1974. 1978, 1987 and 1997 by The American Institute 01 Architects. All rlghta reserved. WARNING: This AlA- Document Is protected by U.S. CopyrIght Law and International 4 Treetles. Unauthorlzed reproduction or distribution of thIs AlA- Document, or any portIon 01 II, may result In severe civil and crlmlnlll penallles. and will be prosecuted to the maximum eXlent poeslble under the law. This documen1 was produced by AlA software at 15:55: 14 on 04/26/2006 under Order No.1000207410_1 which expires on 11/18/2006. and Is nol for resale. User NOles: (104061696) Maximum Price among the various portions ofthe Work, except that the Contractor's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect or Owner's Renresentative may require. This schedule, unless objected to by the Architect, or Owner's Renresentative shall be used as a basis for reviewing the Contractor's Applications for Payment. S 12.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shaIl be the lesser of ( I) the percentage of that portion of the Work which has actuaIly been eOffiJlletea; ar (2) the ~ereeRtage elltaiRe8 by aiviaiftg (a) dle ex~sRse that has aetaally beeft iaemea lly the Cefttraetar aft aee8l1Rt af that ~arti8R af the ''''ark fer whish the CaRliFaetar has ftlaae ar ifttends ta ftltlke aetllll:l pa)'meRt priar te the Rext .\pplieatiaft for Pll)'ftl6nt by (ll) the share af the GlIaraBteed Max:iftlliftl Pries a1laeated to that pettieft ef the Wark in the sehedllle ef ~omoleted .3 add the Contractor's Fee, less retainage of .l.Q!& ( Ten Percent ).The Contractor's Fee shall be computed upon the Cost of the Work described in the two preceding Clauses at the rate stated in Section 5.1.2 or, if the Contractor's Fee is stated as a fixed sum in that Subparagraph, shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work in the two preceding Clauses bears to a reasonable estimate of the probable Cost of the Work upon its completion; .6 subtract amounts, if any, for which the the Owner's Representative. the Owner or the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AlA Document A201- 1997. 112.1.8 Except with the Owner's prior approval, payments to Subcontractors shall be subject to retainage of not less than 10% ( Ten Percent ). The Owner and the Contractor shall agree upon a mutually acceptable procedure for review and approval of payments and retention for Subcontractors. 112.1.9 In taking action on the Contractor's Applications for Payment, the Architect and Owner's Renresentative shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor and shall not be deemed to represent that the Architect and Owner's Reoresentative has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 12.1.4 or other supporting data; that the Architect and Owner's Representative has made exhaustive or continuous on-site inspections or that the Architect and Owner's Renresentative has made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's accountants acting in the sole interest of the Owner. PAGE 10 .2 a final Certificate for Payment has been issued by the Architect. and Owner's Representative 112.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's and Owner's Reoresentative final Certificate for Payment, or as follows: None 112.2,3 The Owner's accountants will review and report in writing on the Contractor's final accounting within 30 days after delivery of the final accounting to the Architect and Owner's Renresentative by the Contractor. Based upon such Cost of the Work as the Owner's accountants report to be substantiated by the Contractor's final accounting, and provided the other conditions of Section 12.2.1 have been met, the Architect and Owner's Renresenlative will, within seven days after receipt of the written report of the Owner's accountants, either issue to the Owner a final Certificate for Payment with a copy to the Contractor, or notify the Contractor and Owner in writing of the Architect's and Owner's Representative reasons for withholding a certificate as provided in Section 9.5.1 of the AlA Document A20 1-1997. The time periods stated in this Section 12.2.3 supersede those stated in Section 9.4.1 of the AlA Document A20 1-1997. 112.2.4 If the Owner's accountants report the Cost of the Work as substantiated by the Contractor's final accounting to be less than claimed by the Contractor, the Contractor shall be entitled to demand arbitration of the disputed Additions Ind Deletions Report for AlA Oocument A111 '" -1997. Copyrlght @ 1920, 1925, 1951, 1958. 1961, 1963. 1967, 1974, 1978, 1987 and 1997 by The American Insmule of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Llw Ind Inlemlllonal 5 Treltles. Unlu1horlzed reproduction or distribution of Ihls AlAI Document, or Iny portion 01 It, may resullln severe civil and crimInal penaltIes, Ind will be proseculed to the maximum extent possible under the law. This document was produced by AlA software aI15:55:14 on 04/2612006 under Order No.1 000207410_1 which expires on 11/18/2006, and Is nol for resale. User Notes: (104061896) amount without a further decision of the Mehiteet. Architect and Owner's Representative. Such demand for arbitration shall be made by the Contractor within 30 days after the Contractor's receipt of a copy of the Architect's and Owner's Representative final Certificate for Payment; failure to demand arbitration within this 30-day period shall result in the substantiated amount reported by the Owner's accountants becoming binding on the Contractor. Pending a final resolution by arbitration, the Owner shall pay the Contractor the amount certified in the Architect's and Owner's Representative final Certificate for Payment. f 13.1 The Contract may be terminated by the Contractor, or by the Owner for convenience, as provided in Article 14 of AlA Document A20 1-1997. However, the amount to be paid to the Contractor under Section 14.1.3 of AlA Document A20l-l997 shall not exceed the amount the Contractor would be entitled to receive under Section 13.2 below, 8l<l:1llflt that the CeRtractor's Fee shall Be eall:1wated as if the 'Nork haEl BeeR fully llsmpleted BY the CORtraetar, iRell:IEliRg a reassRable estimate sf the Csst sf the Werk fur Werle. Rst aetl:lally eSffiflleteEl. PAGE 11 New York Prime Plus 3.5% as stated in the Wall Street Journal on the date payment is due. Wes Wehrend: Sr. Proiect Director. Ed Penrod: Sr. Proiect Manager. George Fortin: Proiect Manager The John Hardy Group. Inc. 5180 Roswell Road NW The Centre Building Atlanta. GA. 30342 Bob DiBacco The Henning: Group. Inc. 4344 Corporate Square Naples. FL. 34104 PAGE 12 Mold Disclaimer: Owner shall hold Contractor harmless from any and all claims. costs and / or liability that may arise either during construction or at any later date. which is caused by the design of the facilities for interior or exterior mold. List of personnel at Henning's office included in cost of work. 6 14.6.1 This AlITeemeot may not be amended. modified or terminated by oral communication. No written amendment or modification shall be binding upon the Owner unless signed bv the Owner's authorized signatory representative. This Al!reemeot shall bind the successors and assigns of the representative parties. No orovision of the Contract Documents shall be deemed to have been waived by either party. either expressly. impliedly or by course of conduct. unless such waiver is in writing and signed by such party. which waiver shall apply only to the matter described in the writing and not to any subsequent rights of such party. 614.6.2 This Al!reemeot shall be construed under the laws of the State of Florida. and any claims and causes of action arising under or in coni unction with this AlITeenteot shall be brought in a court of competent jurisdiction in Collier County. Florida. In the event of litigation relating to this Agreement or the performance or non-performance of Work hereunder. the Contractor and the Owner voluntarily and irrevocably accept the iurisdiction of the applicable courts of Collier County. Florida. and hereby waive any argument that such a forum is inconvenient. Additions and Deletions Report for AlA Document A111.... -1"7. Copyright 01920,1925, 1951, 1958, 1961, 1963, 1967, 1974,1978,1987 and 1997 by The American Instkule of ArcMec1s. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and Intemetlonel Trestles. Uneuthorlzed reproduction or distribution of this AlA- Document, or eny portion of It, mey result In severe civil and crlmlnel penalties, end will be prosecuted to the maxImum extent possible under the law. This document was produced by AlA software at 15:55:14 on 04/2612006 under Order No.100020741 0_1 which expires on 11/1812006, and is notlor resale. User Note.: (104061896) 6 Ii 14.6.3 If anv provision of this Aareemeot or the General Conditions as modified by the Owner. shall be held to be inyalid. illegal or unenforceable. the validity. leeality and enforceabilitv of the of the remaining provisions shall in no way be affected or impaired thereby. and such remaining provisions shall remain in full force and effect. The invalid. iIleeal or unenforceable provision shall be replaced by a mutuallv acceptable provision. which being valid. leeal and enforceable. comes closest to the intention of the parties underlying the invalid. illegal or unenforceable provision. S 14.6.4 Contractor's relationship with Owner is solely as an indenendent contractor and nothing contained in the Alll'eemeot shall be construed as creating a ioint venture. partnership or employer/emllloyee relationship. S 14.6.5 Other than stated in this paraeraph. there are no intended or unintended third party beneficiaries of this A,reement. and no parties other than the Owner and the Contractor shall have the riF!ht to enforce this Alll'eement. S 14.6.6 Owner shall have the right to approve subcontracts for the Work prior to execution by Contractor and all executed subcontracts shall be delivered to Owner prior to commencement of any work thereunder. All subcontracts shall be assignable to Owner and may be assumed by Owner in the event of any termination of the Agreement. all at the option of Owner. All subcontracts shall provide that thev are terminable by Owner in the event that the Agreement is terminated without additional costs beyond that actually incurred to the date of termination. S 14.6.7 References to the "Owner" and to "Contractor" hereunder shall be deemed to be references to the parties hereto and their respectiye successors and assigns. Neither Party to the Alll'eement shall assign. sublet or transfer (by operation of law or otherwise) any interest in the Allreemeot without the prior written consent of the other party. nor shall Contractor assign any monies due or to become due to it under the Agreement without the prior written consent of the Owner. which consent shall not be unreasonably withheld. delaved or conditioned. Any assi!!:nment without such prior written consent shall be void. Ii 14.6.8 Contractor aerees to maintain a competent staff dedicated to the Proiect. including a qualified proiect mana!!:er. a full time proiect superintendent and necessary assistants. to coordinate and provide l!:eneral direction of the Work and to monitor and coordinate progress of the subcontractors on the Project. The Contractor shall submit to Owner a list of all su~rvisorv and managerial personnel to be associated with the Proiect. Any additional personnel reauired bv the Contractor to perform the services identified herein shall be reauested in writing by the Contractor. alon!!: with the reason for requesting such additional personnel. No additional personnel shall be assigned to the Proiect without the specific and prior written approval of the Owner. If additional personnel are assil!:Iled to the Proiect by the Contractor without receivinF! prior written authorization by the Owner. those additional personnel shall be considered to be non-reimbursable to the Contractor. If so requested by Owner in writing and for reasonable cause. the Contractor shaIl change any staff associated with the Proiect to another individual reasonablv acceotable to Owner. PAGE 13 Ii 14.6.9 DISPUTE RESOLUTION During the Construction Phase. Claims. disputes or other matters in question between the oarties to this Agreement shall be resolved as provided in Sections 4.3 throu!!:h 4.5 of A20 I -1997 as modified bv the Owner. !i 14.6.10 WAIVER OF JURY TRIAL Owner and Contractor hereby knowingly. irrevocably. voluntarily and intentionally waive any right either mav have to a trial by iury in respect of any action. proceeding or counterclaim based upon the contract documents, or arising Addlllons and Deletions Report for AlA Document A111'" -1997. Copyright @1920. 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American Institute of Art:hhecls. All rights reserved. WARNING: This AlAe Document Is protected by U.S. Copyright Law and International Trealles. Unauthorized reproduction or distribution of this AlAe Document, or any portion of It, may resullln severe civil and criminal penalties, and will be prosecuted 10 lha maximum extent possible under the I8w. This document was produced by AlA software aI15:55:14 on 04/2612006 under Order No.1 00020741 0_1 which expires on 11/1812006, and is not for resale. User Notes: (104061896) 7 out of. under. or in connection with the construction of the work or any course of conduct. course of dealing. statements (whether verbal or written) or actions of any party. 414.6.11 The Contractor represents and warrants the followinl! to the Owner as a material inducement to the Owner to execute this Aereement: .1 The Contractor is financially solvent and possessed of sufficient working capital to complete the Work: and .2 The Contractor is properly authorized and licensed to do business in the State of Florida: and .3 The Contractor is knowledgeable with the Owner's prOlrram for this Proiect. and is well versed in the required construction techniques. REOUEST FOR PROPOSAL PROJECT MANUAL Proiect Rules for Contractor Scope Clarifications 2 pages only attached as Exhibit J 2 pages only attached as Exhibit K SeGtioA +ltIe Title of Specifications exhibit: Exhibit F Page& NuIMef litIe Title of Drawings exhibit: Exhibit E Date J March I. 2005 All Addenda #1 drawings are listed in Exhibit E and are identified with the March I, 2005 drawing date. All Addenda # I Specifications are listed in Exhibit F as Addendum #). All Addenda #2 drawings are listed in Exhibit E and are identified with the March II. 2005 drawing date. All Addenda #2 Specifications are listed in Exhibit F as Addendum #2. .2 March II. 2005 PAGE 14 S 15.1.7 Other Documents, if any, forming part of the Contract Documents are as follows: Exhibit A: Scope of Work Clarifications Exhibit B: Schedule of Values Exhibit C: Contractor Employee List Exhibit D: Labor Rates Exhibit E: Contract Drawing List Exhibit F: Contract Specifications List Ex.hibit G: Approved Value Engineering Summarv List Exhibit H: Insurance Reauirements for the Rookery at Marco Clubhouse Additions and Deletions Report for AlA Document A111T11-19117. Copyright @ 1920. 1925, 1951, 1958, 1961, 1963, 1967. 1974, 1978, 1987 and 1997 by The American Inslnute of Archnecls. All rlghlll reserved. WARNING: This AlA- Document Is pr01ec1ed by U.S. Copyright Law and International 8 Treetles. Unauthorized reproduction or distribution of this AlA- Document, or eny portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 15:55:14 on 04/26/2006 under Order No.l000207410_1 which expires on 11118/2006. and is nollor resale. User Notes: (104061896) Exhibit I: The Rookery at Marco Clubhouse Proiect Schedule Exhibit J: Proiect Rules for Contractor & Contractor's Subcontractors Exhibit K: Additional Scope Clarifications and Requirements See Exhibit H See Exhibit H Additions end Deletions Report for AlA Document Al11T11-19tl7. Copyright @1920, 1925, 1951,1958.1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American Insl~ute of Archnects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyrtght Lsw snd Internatlonsl 9 Trestles. Unsuthorlzed reproduction or dlstrtbutlon of this AlA- Document, Dr sny portion of It, msy result In severe clvllsnd crtmlnsl pensllles, snd will be prosecuted to the msxlmum extent possible under the Isw. This document was produced by AlA software aI15:55:14 on 04126/2006 under Order No.1000207410_1 which expires on 1111812006, and Is not for resale. User Notes: (104061896) Certification of Document's Authenticity A/A@ Document 0401 ™ - 2003 I, ,hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 15:55:14 on 04/26/2006 under Order No. 1000207410_1 from AlA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AlA (1) Document A III ™ - 1997 - Standard Form of Agreement Between Owner and Contractor where the basis for payment is the COST OF THE WORK PLUS A FEE with a negotiated Guaranteed Maximum Price, as published by the AlA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) AlA Document 0401 TU - 2003. Copyright @ 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and Internatlona' Treaties. Unauthorized reproduction or distribution 01 this AlA- Document, or any portion of II, 1 may result In severe civil and crimina' penalties, and will be prosecuted to the maximum extant posslble under the law. This document was produced by AlA software at 15:55:14 on 0412612006 under Order No.1 00020741 0_1 which expires on 11/16/2006, and is nottor resale. User Notes: (104061896) _AlA Document A20f" -1997 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address): The Rookery @ Marco Clubhouse 3433 Club Center Blvd. Naples, FL. 34114 GENERAL PROVISIONS ADDIT10NS AND DELEnONS: The author of this document has added information needed for Its completion. The author may also have revised the text of the original AlA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text Is available 'rom the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AlA text. This document has important legal consequences. Consultation with an attorney Is encouraged with respect to Its completion or modification. This document has been approved and endorsed by The Associated General Contractors of America THE OWNER: (Name and address): Cornerstone Real Estate Advisors, LLC One Financial Plaza, Suite 1700 Hartford, CT 06103 THE ARCHITECT: (Name and address): The Princeton Companies 36855 W. Main St. Purcellville, VA 20132 TABLE OF ARTICLES 2 OWNER 3 CONTRACTOR 4 ADMINISTRATION OF THE CONTRACT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT A1ADocumentA201TU-1997.Copyrlght @1911,1915.1918,1925,1937,1951,1958,1961,1963.1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All right. reserved. WARNING: This AlA' Document Is protected by U.S. Copyright Law and International Treall... 1 Unauthorized reproduction or distribution of thl. AlA' Document, or any portion of It, m8Y result In severe civil and criminal penalties, and will be prosecuted to the maximum unent possible under the law. This document was produced by AlA software at 13:40:01 on 04/26/2006 under Order No.1 00020741 0_1 which expires on 11/1812006. and is nollor resale. User Notes: (1786703576) INDEX (Numbers and Topics in Bold are Section Headings) Acceptance of Nonconforming Work 9.6.6,9.9.3, 12.3 Acceptance of Work 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 4.2.3, 10 Acts and Omissions 3.2,3.3.2,3.12.8,3.18,4.2.3,4.3.8,4.4.1,8.3.1, 9.5.1, 10.2.5,13.4.2, 13.7, 14.1 Addenda 1.1.1,3.11 Additional Costs, Claims for 4.3.4,4.3.5,4.3.6,6.1.1, 10.3 Additional Inspections and Testing 9.8.3, 12.2.1,13.5 Additional Time, Claims for 4.3.4,4.3.7,8.3.2 ADMINISTRATION OF THE CONTRACT 3.1.3,4,9.4,9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13,4.5.1 Allowances 3.8 All-risk Insurance 11.4.1.1 Applications for Payment 4.2.5,7.3.8,9.2,9.3,9.4,9.5.1. 9.6.3, 9.7.1, 9.8.5, 9.10, 11.1.3, 14.2.4, 14.4.3 Approvals 2.4,3.1.3,3.5,3.10.2,3.12,4.2.7,9.3.2, 13.4.2, 13.5 Arbitration 4.3.3,4.4,4.5.1,4.5.2,4.6,8.3.1,9.7.1, 11.4.9, 11.4.10 Architect 4.1 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.4,3.12.7,4.2.4.3.6,4.4,5.2,6.3,7.1.2.7.3.6,7.4. 9.2,9.3.1. 9.4, 9.5, 9.8.3. 9.lO.1, 9.10.3,12.1,12.2.1, 13.5.1,13.5.2,14.2.2,14.2.4 Architect, Limitations of Authority and Responsibility 2.1.1,3.3.3,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1, 4.2.2,4.2.3,4.2.6,4.2.7,4.2.10,4.2.12.4.2.13,4.4, 5.2.1,7.4,9.4.2,9.6.4,9.6.6 Architect's Additional Services and Expenses 2.4,11.4.1.1,12.2.1. 13.5.2, 13.5.3, 14.2.4 Architect's Administration of the Contract 3.1.3,4.2,4.3.4,4.4,9.4,9.5 Architect's Approvals 2.4,3.1.3,3.5.1,3.10.2.4.2.7 Architect's Authority to Reject Work 3.5.1, 4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.6 Architect's Decisions 4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.3.4,4.4.1.4.4.5, 4.4.6,4.5,6.3,7.3.6, 7.3.8, 8.1.3, 8.3.1,9.2,9.4, 9.5.1,9.8.4,9.9.1,13.5.2,14.2.2,14.2.4 Architect's Inspections 4.2.2,4.2.9.4.3.4,9.4.2,9.8.3,9.9.2, 9.lO.1, 13.5 Archi tect' s Instructions 3.2.3,3.3.1,4.2.6,4.2.7,4.2.8,7.4.1,12.1.13.5.2 Architect's Interpretations 4.2.11, 4.2.12, 4.3.6 Architect's Project Representative 4.2.10 Architect's Relationship with Contractor 1.1.2,1.6,3.1.3,3.2.1.3.2.2,3.2.3,3.3.1.3.4.2,3.5.1, 3.7.3,3.10,3.11,3.12,3.16,3.18,4.1.2,4.1.3,4.2, 4.3.4,4.4.1,4.4.7,5.2,6.2.2,7.8.3.1,9.2,9.3,9.4, 9.5,9.7,9.8,9.9, lO.2.6. 10.3, 11.3, 11.4.7. 12. 13.4.2. 13.5 Architect's Relationship with Subcontractors 1.1.2,4.2.3,4.2.4,4.2.6,9.6.3,9.6.4, 11.4.7 Architect's Representations 9.4.2,9.5.1,9.10.1 Architect's Site Visits 4.2.2,4.2.5.4.2.9,4.3.4,9.4.2,9.5.1,9.9.2,9.10.1, 13.5 Asbestos lO.3.1 Attorneys' Fees 3.18.1,9.10.2, lO.3.3 A ward of Separate Contracts 6.1.1,6.1.2 A ward of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1,1.1.7,5.2.1,11.5.1 Boiler and Machinery Insurance 11.4.2 Bonds, Lien 9.10.2 Bonds, Performance. and Payment 7.3.6.4,9.6.7,9.10.3, 11.4.9, 11.5 Building Permit 3.7.1 Capitalization 1.3 Certificate of Substantial Completion AlA Document A201™ -1l1ll7. Copyright \C) 1911.1915,1918,1925.1937,1951,1958,1961,1963.1966, 1970, 1976.1987 and 1997 by The American Institute of Arch~ects. All rights reserved. WARNING: this AlA- Document Is protected by U.S. Copyright Law and International Treaties. 2 Unauthorized reproduction or distribution of this AlA- Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. this document was produced by AlA software at 13:40:01 on 04/2612006 under Order No.1 00020741 0_1 which expires on 11/1812006. and is not for resale. User Notes: (17B6703576) 9.8.3, 9.8.4, 9.8.5 Certificates for Payment 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7.1,9.10.1, 9.10.3,13.7,14.1.1.3,14.2.4 Certificates of Inspection, Testing or Approval 13.5.4 Certificates of Insurance 9.10.2, 11.1.3 Change Orders 1.1.1,2.4. I, 3.4.2, 3.8.2.3, 3.11.1, 3.12.8,4.2.8,4.3.4, 4.3.9,5.2.3,7.1,7.2,7.3,8.3.1, 9.3.1.1, 9.10.3, 11.4.1.2,11.4.4,11.4.9,12.1.2 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 3.11,4.2.8,7,8.3.1,9.3.1.1,11.4.9 Claim, Definition of 4.3.1 Claims and Disputes 3.2.3,4.3.4.4,4.5,4.6,6.1.1,6.3,7.3.8,9.3.3,9.10.4, 10.3.3 Claims and Timely Assertion of Claims 4.6.5 Claims for Additional Cost 3.2.3,4.3.4,4.3.5,4.3.6,6.1.1,7.3.8, 10.3.2 Claims for Additional Time 3.2.3,4.3.4,4.3.7,6.1.1,8.3.2,10.3.2 Claims for Concealed or Unknown Conditions 4.3.4 Claims for Damages 3.2.3,3.18,4.3.10,6.1.1,8.3.3,9.5. I, 9.6.7, 10.3.3, 11.1.1,11.4.5,11.4.7,14.1.3,14.2.4 Claims Subject to Arbitration 4.4.1,4.5.1,4.6.1 Cleaning Up 3.15, 6.3 Commencement of Statutory Limitation Period 13.7 Commencement of the Work, Conditions Relating to 2.2.1,3.2.1,3.4.1,3.7.1,3.10.1,3.12.6,4.3.5,5.2.1, 5.2.3,6.2.2,8.1.2,8.2.2,8.3.1,11.1, 11.4.1,11.4.6, 11.5.1 Commencement of the Work, Definition of 8.1.2 Communications Facilitating Contract Administration 3.9.1,4.2.4 Completion, Conditions Relating to 1.6.1,3.4.1,3.11,3.15,4.2.2,4.2.9,8.2,9.4.2,9.8, 9.9.1,9.10,12.2,13.7,14.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.9,8.1.1,8.1.3, 8.2.3,9.4.2,9.8,9.9.1,9.10.3, 9.10.4.2,12.2,13.7 Compliance with Laws 1.6.1,3.2.2,3.6,3.7,3.12.10,3.13,4.1.1, 4.4.8, 4.6.4, 4.6.6,9.6.4, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1. 13.5.2, 13.6, 14.1.1, 14.2.1.3 Concealed or Unknown Conditions 4.3.4,8.3.1, 10.3 Conditions of the Contract 1.1.1, 1.1.7, 6.1.1, 6.1.4 Consent, Written 1.6,3.4.2,3.12.8,3.14.2,4.1.2,4.3.4,4.6.4,9.3.2, 9.8.5,9.9.1,9.10.2,9.10.3, 11.4.1, 13.2, 13.4.2 CONSTRUCTION BY OWNER OR BY SEPARA IE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1,3.12.8,4.2.8,4.3.9,7.1,7.3,9.3.1.1 Construction Schedules, Contractor's 1.4.1.2,3.10,3.12.1,3.12.2,4.3.7.2,6.1.3 Contingent Assignment of Subcontracts 5.4,14.2.2.2 Continuing Contract Performance 4.3.3 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 11.4.9, 14 Contract Administration 3.1.3,4,9.4,9.5 Contract Award and Execution, Conditions Relating to 3.7.1,3.10,5.2,6.1, 11.1.3, 11.4.6, 11.5.1 Contract Documents, The 1.1, 1.2 Contract Documents, Copies Furnished and Use of 1.6, 2.2.5, 5.3 Contract Documents, Definition of 1.1.1 Contract Sum 3.8,4.3.4, 4.3.5, 4.4.5, 5.2.3, 7.2,7.3, 7.4,9.1, 9.4.2, 9.5.1.4,9.6.7,9.7,10.3.2,11.4.1, 14.2.4,14.3.2 Contract Sum, Definition of 9.1 Contract Time 4.3.4,4.3.7,4.4.5,5.2.3,7.2.1.3,7.3,7.4,8.1.1, 8.2, 8.3.1,9.5.1,9.7,10.3.2,12.1.1, 14.3.2 Contract Time, Definition of 8.1.1 CONTRACTOR 3 Contractor, Definition of 3.1 , 6.1.2 Contractor's Construction Schedules 1.4.1.2,3,10,3.12.1,3.12.2,4.3.7.2,6.1.3 Contractor's Employees AlA Document A201.... -1997. Copyright @ 1911. 1915. 1918, 1925, 1937, t951, 1958. 1961, 1963. 1966, 1970. t976. 1987 and 1997 by The American Inst"ute of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and International Treaties. 3 Unauthorized reproduction or distribution of this AlA- Document, or any portion of It, may result In severe civil and criminal penaltle., and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:40:01 on 04/2612006 under Order No.1000207410_t which expires on 11/1812006, and Is notlor resale. User Note.: (1786703576) 3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6,10.2,10.3, 11.1.1,11.4.7,14.1,14.2.1.1, Contractor's Liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's Forces 3.12.5,3.14.2,4.2.4,6, 11.4.7, 12.1.2, 12.2.4 Contractor's Relationship with Subcontractors 1.2.2,3.3.2,3.18.1,3.18.2,5,9.6.2,9.6.7,9.10.2, 11.4.1.2, 11.4.7,11.4.8 Contractor's Re]ationship with the Architect 1.1.2,1.6,3.1.3,3.2.1,3.2.2,3.2.3,3.3.1,3.4.2,3.5.1, 3.7.3,3.10,3.11,3.12,3.16,3.18, 4.1.2,4.1.3,4.2, 4.3.4,4.4.],4.4.7,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4, 9.5,9.7,9.8,9.9, 10.2.6, 10.3, 11.3, ] 1.4.7, 12, 13.4.2, 13.5 Contractor's Representations 1.5.2,3.5.1,3.]2.6,6.2.2,8.2.1,9.3.3,9.8.2 Contractor's Responsibility for Those Performing the Work 3.3.2,3.18,4.2.3,4.3.8,5.3.],6.1.3,6.2,6.3,9.5.1, ]0 Contractor's Review of Contract Documents 1.5.2,3.2,3.7.3 Contractor's Right to Stop the Work 9.7 Contractor's Right to Terminate the Contract 4.3.10, 14.1 Contractor's Submittals 3.10,3.11,3.12,4.2.7,5.2.1. 5.2.3,7.3.6,9.2,9.3, 9.8.2,9.8.3,9.9.1,9.10.2,9.10.3, 11.1.3, 11.5.2 Contractor's Superintendent 3.9, 10.2.6 Contractor's Supervision and Construction Procedures 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,4.3.3,6.1.3, 6.2.4,7.1.3, 7.3.4.7.3.6, 8.2, 10, 12, 14 Contractual Liability Insurance 11.1.1.8, 11.2, ] 1.3 Coordination and Correlation 1.2,1.5.2,3.3.1,3.10,3.12.6,6.1.3,6.2.1 Copies Furnished of Drawings and Specifications 1.6, 2.2.5, 3.11 Copyrights 1.6, 3.17 Correction of Work 2.3,2.4,3.7.4,4.2.1,9.4.2,9.8.2,9.8.3,9.9.1,12.1.2, 12.2, 13.7.1.3 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.6 Costs 2.4,3.2.3,3.7.4,3.8.2,3.15.2,4.3,5.4.2,6.1.1,6.2.3, 7.3.3.3,7.3.6,7.3.7,7.3.8,9.10.2, 10.3.2, 10.5, 11.3, 11.4, 12.],12.2.1. 12.2.4, 13.5, 14 Cutting and Patching 6.2.5,3.14 Damage to Construction of Owner or Separate Contractors 3.14.2,6.2.4,9.2.1.5,10.2.1.2,10.2.5,10.6,11.1, 11.4, 12.2.4 Damage to the Work 3.14.2,9.9.1, 10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4 Damages, Claims for 3.2.3,3.18,4.3.10,6.1.1,8.3.3,9.5.1,9.6.7,10.3.3, 11.1.1,11.4.5,11.4.7,14.1.3,14.2.4 Damages for Delay 6.1.1,8.3.3,9.5.1.6,9.7,10.3.2 Date of Commencement of the Work, Defini tion of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 4.2.6,4.2.7,4.2. 11,4.2.12,4.2.13,4.3.4,4.4.1. 4.4.5. 4.4.6,4.5,6.3,7.3.6,7.3.8,8.1.3,8.3.1,9.2,9.4, 9.5. 1,9.8.4,9.9.1, 13.5.2, 14.2.2, 14.2.4 Decisions to Withhold Certification 9,4.1. 9.5, 9.7,14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3,2.4,3.5.1,4.2.6,6.2.5,9.5.1,9.5.2,9.6.6,9.8.2, 9.9.3,9.10.4,12.2.1,13.7.1.3 Defective Work, Definition of 3.5.1 Definitions 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 Delays and Extensions of Time 3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3,7.2.1,7.3.1, 7.4.1,8.3,9.5.1,9.7.1,10.3.2,10.6.1,14.3.2 Disputes 4.1.4, 4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8 Documents and Samples at the Site 3,11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 1.1.1,1.3,2.2.5,3.11,5.3 Effective Date ofInsurance 8.2.2, 11.1.2 Emergencies 4.3.5, 10.6, 14.1.1.2 Employees, Contractor's 3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 10.3, 11.1.1,11.4.7,14.1. 14.2.1.1 Equipment, Labor, Materials and 1.1.3.1.1.6,3.4,3.5.1,3.8.2,3.8.3,3.12,3.13,3.15.1, 4.2.6,4.2.7,5.2.1,6.2.1,7.3.6, 9.3.2,9.3.3,9.5.1.3, 9.10.2,10.2.1. 10.2.4, 14.2.1.2 Execution and Progress of the Work AlA Document A201.... -111117. Copyright @ 1911,1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970. 1976, 1987 and 1997 by The American InsllMe 01 Architecls. AD rlghts reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and International Treaties. 4 Unauthorized reproduction or distribution 01 this AlA- Document, or any portion of II, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under lhelaw. This document wss produced by AlA software at 13:40:01 on 04/2612006 under Order No.1 00020741 0_1 which expires on 11/1812006, and is nol for resale. User Notes: (1786703576) 1.1.3, 1.2.1, 1.2.2,2.2.3, 2.2.5, 3.1, 3.3, 3.4, 3.5, 3.7, 3.10,3.12,3.14,4.2.2,4.2.3,4.3.3,6.2.2,7.1.3,7.3.4, 8.2,9.5,9.9.1,10.2,10.3,12.2,14.2,14.3 Extensions of Time 3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3,7.2.1,7.3,7.4.1, 9.5.1,9.7.1, 10.3.2, 10.6.1, 14.3.2 Failure of Payment 4.3.6,9.5.1.3,9.7,9.10.2,14.1.1.3,14.2.1.2,13.6 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.9, 4.3.2, 9.8.2,9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5,12.3.1,13.7,14.2.4,14.4.3 Financial Arrangements, Owner's 2.2.1,13.2.2,14.1.1.5 Fire and Extended Coverage Insurance 11.4 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials 10.2.4, 10.3, 10.5 Identification of Contract Documents 1.5.1 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17,3.18,9.10.2, 10.3.3, 10.5, 11.4.1.2, 11.4.7 Information and Services Required of the Owner 2.1.2,2.2,3.2.1,3.12.4,3.12.10,4.2.7,4.3.3,6.1.3, 6.1.4,6.2.5,9.3.2,9.6.1,9.6.4,9.9.2,9.10.3,10.3.3, 11.2,11.4,13.5.1,13.5.2,14.1.1.4,14.1.4 Injury or Damage to Person or Property 4.3.8, 10.2, 10.6 Inspections 3.1.3,3.3.3,3.7.1,4.2.2,4.2.6.4.2.9,9.4.2,9.8.2, 9.8.3,9.9.2,9.10.1,12.2.1,13.5 Instructions to Bidders 1.1.1 Instructions to the Contractor 3.2.3,3.3.1, 3.8.1, 4.2.8, 5.2.1, 7,12,8.2.2,13.5.2 Insurance 3.18.1,6.1.1,7.3.6,8.2.1,9.3.2,9.8.4,9.9.1,9.10.2, 9.10.5, 11 Insurance, Boiler and Machinery 11.4.2 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2,11.1.2 Insurance, Loss of Use 11.4.3 Insurance, Owner's Liability 11.2 Insurance, Project Management Protective Liability 11.3 Insurance, Property 10.2.5, 11.4 Insurance, Stored Materials 9.3.2, 11.4.1.4 ffiSURANCEANDBONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1,11.4.1.5 Insurance Companies, Settlement with 11.4.10 Intent of the Contract Documents 1.2.1,4.2.7,4.2.12,4.2.13,7.4 Interest 13.6 Interpretatlon 1.2.3,1.4,4.1.1,4.3.1,5.1,6.1.2,8.1.4 Interpretations, Written 4.2.11, 4.2.12, 4.3.6 Joinder and Consolidation of Claims Required 4.6.4 Judgment on Final Award 4.6.6 Labor and Materials, Equipment 1.1.3,1.1.6,3.4,3.5.1,3.8.2,3.8.3,3.12,3.13,3.15.1, 42.6,4.2.7,5.2.1,6.2.1,7.3.6, 9.3.2,9.3.3,9.5.1.3, 9.10.2, 10.2. I. 10.2.4, 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.6,3.2.2,3.6,3.7,3.12.10,3.13,4.1.1,4.4.8,4.6, 9.6.4,9.9.1,10.2.2,11.1,11.4,13.1, 13.4,13.5.1, 13.5.2, 13.6, 14 Liens 2.1.2,4.4.8,8.2.2,9.3.3,9.10 Limitation on Consolidatlon or Joinder 4.6.4 Limitations, Statutes of 4.6.3, 12.2.6, 13.7 Limitations of Liability 2.3,3.2.1,3.5.1,3.7.3,3.12.8,3.12.10,3.17,3.18, 4.2.6,4.2.7,4.2.12,6.2.2,9.4.2,9.6.4, 9.6.7,9.10.4, 10.3.3,10.2.5,11.1.2,11.2.1,11.4.7,12.2.5,13.4.2 Limitations of Time 2.1.2,2.2,2.4,3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7,4.3,4.4,4.5,4.6,5.2,5.3, 5.4,6.2.4,7.3,7.4, 8.2,9.2,9.3.1,9.3.3,9.4.1,9.5,9.6,9.7,9.8,9.9, 9.10,11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7,14 Loss of Use Insurance 11.4.3 Material Suppliers 1.6,3.12.1,4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.6,9.10.5 Materials, Hazardous 10.2.4, 10.3, 10.5 AlA Document A201T11-1997. Copyrlghl @ 1911, 1915, 1918. 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976,1987 and 1997 by The American Institute of Architects. All rig his reserved. WARNING: This AlA- Document Is protected by U.S. Copyrlghl Law and Internallonal Trealles. 5 Unauthorized reproduction or distrIbution ollhls AlA- Documenl, or any portion 0111, may result In severe civil and criminal penallles, and will be prosecuted to the maximum extent possible under the law. This document was prOduced by AlA software aI13:40:01 on 04/26/2006 under Order No.1000207410_1 which expires on 11/18/2006, and is not for resale. User Notes: (1786703576) Materials, Labor, Equipment and 1.1.3.1.1.6.1.6.1.3.4,3.5.1. 3.8.2, 3.8.23. 3.12. 3.13, 3.15.1,4.2.6.4.2.7.5.2.1.6.2.1, 7.3.6,9.3.2.9.3.3, 9.5.1.3,9.10.2,10.2.1,10.2.4,14.2.1.2 Means. Methods, Techniques, Sequences and Procedures of Construction 3.3.1.3.12.10.4.2.2,4.2.7,9.4.2 Mechanic's Lien 4.4.8 Mediation 4.4.1.4.4.5,4.4.6.4.4.8,4.5.4.6.1,4.6.2,8.3.1, 10.5 Minor Changes in the Work 1.1.1,3.12.8,4.2.8,4.3.6,7.1.7.4 MISCELLANEOUS PROVISIONS 13 Modifications. Definition of 1.1.1 Modifications to the Contract 1.1.1,1.1.2.3.7.3,3.11,4.1.2,4.2.1,5.2.3.7,8.3.1, 9.7, 10.3.2. 11.4.1 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6,9.9.3, 12.3 Nonconforming Work. Rejection and Correction of 2.3,2.4,3.5.1,4.2.6,6.2.5,9.5.1,9.8.2,9.9.3.9.10.4. 12.2.1,13.7.1.3 Notice 2.2.1,2.3,2.4,3.2.3,3.3.1,3.7.2,3.7.4.3.12.9,4.3, 4.4.8.4.6.5.5.2.1,8.2.2,9.7,9.10. 10.2.2. 11.1.3. 11.4.6,12.2.2, 12.2.4, 13.3. 13.5.1, 13.5.2, 14.1. 14.2 Notice, Written 2.3,2.4,3.3.1,3.9,3.12.9,3.12.10,4.3,4.4.8,4.6.5. 5.2.1.8.2.2,9.7,9.10.10.2.2.10.3, 11.1.3,11.4.6, 12.2.2, 12.2.4, 13.3, 14 Notice of Testing and Inspections 13.5.1, 13.5.2 Notice to Proceed 8.2.2 Notices, Permits, Fees and 2.2.2,3.7.3.13,7.3.6.4,10.2.2 Observations. Contractor's 1.5:2.3.2,3.7.3.4.3.4 Occupancy 2.2.2,9.6.6,9.8, 11.4.1.5 Orders, Written 1.1.1,2.3.3.9,4.3.6,7,8.2.2, 11.4.9, 12.1. 12.2, 13.5.2, 14.3.1 OWNER 2 Owner, Definition of 2.1 Owner, Information and Services Required of the 2.1.2,2.2.3.2.1,3.12.4,3.12.10.4.2.7.4.3.3,6.1.3, 6.1.4,6.2.5.9.3.2.9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3, 11.2. 11.4, 13.5.1, 13.5.2. 14.1.1.4, 14.1.4 Owner's Authority 1.6.2.1.1, 2.3, 2.4. 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2. 4.1.3.4.2.4,4.2.9.4.3.6,4.4.7, 5.2.1.5.2.4,5.4.1, 6.1,6.3,7.2.1,7.3.1,8.2.2,8.3.1,9.3.1,9.3.2.9.5.1, 9.9.1. 9.10.2, 10.3.2,11.1.3,11.3.1,11.4.3,11.4.10, 12.2.2, 12.3.1, 13.2.2, 14.3, 14.4 Owner's Financial Capability 2.2.1,13.2.2,14.1.1.5 Owner's Liability Insurance 11.2 Owner's Loss of Use Insurance 11.4.3 Owner's Relationship with Subcontractors 1.1.2,5.2,5.3,5.4,9.6.4,9.10.2, 14.2.2 Owner's Right to Carry Out the Work 2.4, 12.2.4. 14.2.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work 2.3 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1.1.1,1.6,2.2.5,3.2.1, 3.11.1.3.17.1,4.2.12,5.3 Partial Occupancy or Use 9.6.6, 9.9, 11.4.1.5 Patching, Cutting and 3.14,6.2.5 Patents 3.17 Payment, Applications for 4.2.5,7.3.8,9.2,9.3,9.4.9.5.1, 9.6.3,9.7.1,9.8.5, 9.10.1,9.10.3,9.10.5,11.1.3,14.2.4, 14.4.3 Payment, Certificates for 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7.1,9.10.1, 9.10.3,13.7,14.1.1.3,14.2.4 Payment, Failure of 4.3.6.9.5.1.3,9.7.9.10.2, 14.1.1.3, 14.2.1.2, 13.6 Payment, Final 4.2.1,4.2.9,4.3.2,9.8.2,9.10,11.1.2,11.1.3,11.4.1, 11.4.5, 12.3.1. 13.7, 14.2.4, 14.4.3 Payment Bond, Performance Bond and 7.3.6.4,9.6.7,9.10.3,11.4.9,11.5 Payments, Progress 4.3.3,9.3,9.6,9.8.5,9.10.3, 13.6. 14.2.3 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4.2,9.5.1.3,9.6.2.9.6.3,9.6.4,9.6.7, 11.4.8, 14.2.1.2 PCB 10.3.1 AlA Document A2011lo1 -1997. Copyright @ 191 1, 1915, 1918, 1925. 1937, 1951. 1958, 1961, 1963. 1966, 1970, 1976. 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and International Treaties. 6 Unauthorized reproduction or distribution of this AlA- Document, or any portion of It, msy resuh In severe civil and crlmlns' penalties. and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:40:Ot on 04/26/2006 under Order NO.1 000207410_1 which expires on 1 l1t8l2006. and is not for resale. User Notas: (1786703576) Performance Bond and Payment Bond 7.3.6.4,9.6.7,9.10.3, 11.4.9,11.5 Permits, Fees and Notices 2.2.2,3.7,3.13,7.3.6.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11,3.12,4.2.7 Progress and Completion 4.2.2,4.3.3,8.2,9.8,9.9.1,14.1.4 Progress Payments 4.3.3,9.3,9.6,9.8.5,9.10.3, 13.6, 14.2.3 Project, Definition ofthe 1.104 Project Management Protective Liability Insurance 11.3 Project Manual, Definition of the 1.1.7 Project Manuals 2.2.5 Project Representatives 4.2.10 Property Insurance 10.2.5, 11.4 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws 1.6,3.2.2,3.6,3.7,3.12.10,3.13,4.1.1,4.4.8,4.6, 9.6.4,9.9.1,10.2.2,11.1,11.4,13.1, 13.4,13.5.1, 13.5.2, 13.6, 14 Rejection of Work 3.5.1,4.2.6, 12.2.1 Releases and Waivers of Liens 9.10.2 Representations 1.5.2,3.5.1,3.12.6,6.2.2,8.2.1,9.3.3,9.4.2,9.5.1, 9.8.2,9.10.1 Representatives 2.1.1,3.1.1,3.9,4.1.1,4.2.1,4.2.10,5.1.1,5.1.2, 13.2.1 Resolution of Claims and Disputes 4.4, 4.5, 4.6 Responsibility for Those Performing the Work 3.3.2,3.18,4.2.3,4.3.8, 5.3.1,6.1.3,6.2,6.3,9.5.1, 10 Retainage 9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3 Review of Contract Documents and Field Conditions by Contractor 1.5.2,3.2,3.7.3,3.12.7,6.1.3 Review of Contractor's Submittals by Owner and Architect 3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3,9.2,9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1.1.2,2.3, 2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4,4.5,4.6,5.3, 5.4,6.1,6.3,7.3.1,8.3,9.5.1,9.7, 10.2.5,10.3, 12.2.2, 12.2.4, 13,4, 14 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 4.6.2 Safety of Persons and Property 10.2, 10.6 Safety Precautions and Programs 3.3.1,4.2.2,4.2.7,5.3.1,10.1,10.2,10.6 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11,3.12,4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2,9.3.1 Schedules, 1.4.1.2,3.10, 3.ConstructionI2.1, 3.12.2, 4.3.7.2, 6.1.3 Separate Contracts and Contractors 1.1.4,3.12.5,3.14.2,4.2.4,4.2.7,4.6.4,6,8.3.1, 11.4.7, 12.1.2,12.2.5 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11,3.12,4.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 1.2.2,3.2.1,3.3.3,3.7.1,4.2,4.3.4,9.4.2,9.10.1,13.5 Site Visits, Architect's 4.2.2,4.2.9,4.3.4,9.4.2,9.5.1,9.9.2,9.10.1, 13.5 Special Inspections and Testing 4.2.6,12.2.1,13.5 Specifications, Definition of the 1.1.6 Specifications, The 1.1.1,1.1.6,1.1.7,1.2.2,1.6,3.11,3.12.10,3.17 Statute of Limitations 4.6.3, 12.2.6, 13.7 Stopping the Work 2.3,4.3.6,9.7, 10.3, 14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS AlA Document A201111-1997. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951,1958,1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: Tnls AlA- Document Is protected by U.S. Copyright Law and Intarnatlonel Treetles. Unautnorlzed reproduction or dletrlbutlon 01 thle AlA- Document, or any portIon of It. may result In severe civil and criminal penalties, and will be prosecuted to tile maximum extent poaalble under the law. This document was produced by AlA software at 13:40:0 1 on 04/26/2006 under Order No.100020741 0_1 wnicn expires on 11/1812006. and Is nollorresale. User Notes: (1786703576) 7 5 Subcontractors, Work by 1.2.2,3.3.2,3.12.1,4.2.3,5.2.3,5.3,5.4,9.3.1.2, 9.6.7 Subcontractual Relations 5.3,5.4,9.3.1,2,9.6,9.1010.2.1, 11.4.7,11.4.8,14,1, 14.2.1, 14.3.2 Submittals 1.6,3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,7.3.6,9.2, 9.3,9.8,9.9.1,9.10.2,9.10.3, 11.1.3 Subrogation, Waivers of 6.1.1, 11.4.5, 11.4.7 Substantial Completion 4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3, 9.10.4.2,12.2,13.7 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 4.1.3 Substitutions of Materials 3.4.2,3.5.1,7.3.7 Sub-subcontractor, Definition of 5.1.2 Subsurface Conditions 4.3.4 Successors and Assigns 13,2 Superintendent 3.9, 10.2.6 Supervision and Construction Procedures 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,4.3.3,6.1.3, 6.2.4,7.1.3,7.3.6,8.2,8.3.1,9.4.2,10, 12,14 Surety 4.4.7,5.4.1.2,9.8.5,9.10.2,9.10.3,14.2.2 Surety, Consent of 9.10.2,9.10.3 Surveys 2.2.3 Suspension by the Owner for Convenience 14.4 Suspension of the Work 5.4.2, 14.3 Suspension or Termination of the Contract 4.3.6,5.4.1.1, 11.4.9, 14 Taxes 3.6, 3.8.2.1, 7.3.6.4 Termination by the Contractor 4.3.10,14.1 Termination by the Owner for Cause 4.3.10,5.4.1.1,14.2 Termination of the Architect 4.1.3 Termination of the Contractor 14.2.2 TERMINA TION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3,3.3.3,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3,9.9.2, 9.10.1,10.3.2,11.4.1.1,12.2.1,13,5 TIME 8 Time, Delays and Extensions of 3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3,7.2.1,7.3.1. 7.4.1,8.3,9.5.1,9.7.1,10.3.2, 10.6.1,14.3.2 Time Limits 2.1.2,2.2,2.4,3.2.1,3.7.3,3.10,3.11,3.12.5,3.15.1, 4.2,4.3,4.4,4.5,4.6,5.2,5.3,5.4, 6.2.4,7.3,7.4, 8.2,9.2,9.3.1,9.3.3,9.4.1,9.5,9.6,9.7,9.8,9.9, 9.10,11.1.3,11.4.1.5,11.4.6,11.4.10,12.2,13.5, 13.7, 14 Time Limits on Claims 4.3.2, 4.3.4, 4.3.8, 4.4, 4,5, 4.6 Title to Work 9.3.2,9.3.3 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions 4.3.4, 8.3.1, 10.3 Unit Prices 4.3.9,7.3.3.2 Use of Documents 1.1.1,1.6,2.2.5,3.12.6,5.3 Use of Site 3.13,6.1.1,6.2.1 Values, Schedule of 9.2, 9.3,1 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Contractor 4.3.10,9.10.5,11.4.7, 13.4.2 Waiver of Claims by the Owner 4.3.10,9.9.3,9.10.3,9.10.4, 11.4.3, 11.4.5, 11.4.7, 12.2.2.1, 13.4.2, 14.2.4 Waiver of Consequential Damages 4.3,10,14.2.4 Waiver of Liens 9.10.2,9.10.4 Waivers of Subrogation 6.1.1, 11.4.5, 11.4.7 Warranty 3.5,4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7.1.3 Weather Delays 4.3.7.2 Work, Definition of 1.1.3 Written Consent AlA Document A201111-1997. Copyright 4:>1911,1915.1918.1925. 1937,1951.1958.1961. 1963. 1966. 1970. 1976. 1987 and 1997 by The American Institute 01 Architects. All rights reHrved. WARNING: This AIA"'Document Is protected by U.S. Copyright Law and International Treaties. 8 Unauthorized reproduction or distribution 01 this AlA- Document, or any portion 01 It, may result In severe clvUand criminal penalties, and will be prosecuted to the maximum extent pOSSible under the law. This document was produced by AlA software aI13:40:01 on 04/26/2006 under Order No.1000207410_1 which expires on 11/18/2006, and Is nollor resale. User Notes: (1786703576) 1.6,3.4.2,3.12.8,3.14.2,4.1.2,4.3.4,4.6.4,9.3.2, 9.8.5,9.9.1,9.10.2,9.10.3, 11.4.1, 13.2,13.4.2 Written Interpretations 4.2.11,4.2.12,4.3.6 Written Notice 2.3,2.4,3.3.1,3.9,3.12.9,3.12.10,4.3,4.4.8,4.6.5, 5.2.1, 8.2.2,9.7,9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4,13.3, 14 Written Orders 1.1.I, 2.3, 3.9,4.3.6,7,8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1 AlA Document A201T11- 1997. Copyright @1911. 1915, 1918.1925,1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Instllute 01 ArchKecls. All rights reserved. WARNING: This AJA. Document Is protected by U.S. Copyright I.8w and International Treaties. Unauthorized reproduction or dIstribution 01 this AJA. Document, or any portion of It, msy result In lIevera civil snd criminal pensltles, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:40:01 on 04126/2006 under Order No.1 00020741 0_1 which expires on 11'1812006, and is not for resale. Uller Note II: (1786703576) 9 ARTICLE 1 GENERAL PROVISIONS i 1.1 BASIC DEFINITIONS i 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter the Agreement), Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (I) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include other documents such as bidding requirements (advertisement or invitation to bid. Instructions to Bidders, sample forms, the Contractor's bid or portions of Addenda relating to bidding requirements). i 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (I) between the Architect and Contractor, (2) between the Owner and a Subcontractor or Sub-subcontractor, (3) between the Owner and Architect or (4) between any persons or entities other than the Owner and Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. i 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. i 1.1.4 THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors. i 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. i 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance ofrelated services. i 1.1.7 THE PROJECT MANUAL . The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications. i 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS i 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. i 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. i 1.2.3 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. AlA Document A201™ -111117. Copyright @ 1911.1915.1918.1925, 1937, 1951, 1958,1961. 1963. 1966.1970, 1976, 1987 and 1997 by The American Institute 01 Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and International Trealles. 10 UnauthorIzed reproduction or distribution of this AlA- Documenl, or any portion 01 It, may result In severe clvll and criminal penalties, and will be prosecuted to the maximum extent poaslble under the law. This document was produced by AlA software at 13:40:01 on 04126/2006 under Order No.1oo0207410_1 which expires on 11/1812006. and is not lor resale. User Notes: (1786703576) S 1.3 CAPITALIZATION S 1.3.1 Terms capitalized in these General Conditions include those which are (I) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. S 1.4 INTERPRETATION S 1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. S 1.5 EXECUTION OF CONTRACT DOCUMENTS S 1.5.1 The Contract Documents shall be signed by the Owner and Contractor. If either the Owner or Contractor or both do not sign all the Contract Documents, the Architect shall identify such unsigned Documents upon request. S 1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. S 1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE S 1.6.1 The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service through which the Work to be executed by the Contractor is described. The Contractor may retain one record set. Neither the Contractor nor any Subcontractor. Sub-subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings. Specifications and other documents prepared by the Architect or the Architect's consultants. and unless otherwise indicated the Architect and the Architect's consultants shall be deemed the authors of them and will retain all conunon law, statutory and other reserved rights, in addition to the copyrights. The Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub- subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect's consultants. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings. Specifications and other documents prepared by the Architect and the Architect's consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' copyrights or other reserved rights. ARTICLE 2 OWNER S 2.1 GENERAL S 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. S 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request. information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. S 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER S 2.2,1 The Owner shall, at the written request of the Contractor, prior to corrunencement of the Work and thereafter, furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Contract. Furnishing of such evidence shall be a condition precedent to corrunencement or continuation of the Work. After such evidence has been furnished, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. AlA Document A201T1l -1997. Copyright ~ 1911.1915. 1918. 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American InsUtute of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and International Traatles. Unauthorlzad reproduction or distribution 01 this AlA- Document, or any portion of It, mav result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:40:01 on 0412612006 under Order No.1 00020741 0_1 which expires on 11/1812006, and is not lor resale. User Notes: (1786703576) 11 f 2.2.2 Except for permits and fees, including those required under Section 3.7.1, which are the responsibility of the Contractor under the Contract Documents, the Owner shaH secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. f 2.2.3 The Owner shaH furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shaH exercise proper precautions relating to the safe performance of the Work. f 2.2.4 Information or services required of the Owner by the Contract Documents shaH be furnished by .the Owner with reasonable promptness. Any other information or services relevant to the Contractor's performance of the Work under the Owner's control shaH be furnished by the Owner after receipt from the Contractor of a written request for such information or services. f 2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, such copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work. f 2.3 OWNER'S RIGHT TO STOP THE WORK f 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or persistently fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shaH not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. f 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK f 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the Contractor a second written notice to correct such deficiencies within a three-day period. If the Contractor within such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect or failure. . If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shaH pay the difference to the Owner. ARnCLE3 CONTRACTOR f 3.1 GENERAL f 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor's authorized representative. f 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. f 3.1.3 The Contractor shaH not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons other than the Contractor. f 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR f 3.2.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the Work, as weH as the information furnished by the Owner pursuant to Section 2.2.3, shaH take field measurements of any existing conditions related to that portion of the Work and shaH observe any conditions at the site affecting it. These obligations are for the pU11>ose of facilitating construction by the Contractor and are not for the pU11>ose of AlA Document A201111- 19117. Copyright @1911, 1915. 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966,1970,1976,1987 and 1997 by The American Institute 01 Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and International Treaties. 12 Unauthorized reproduction or distrIbution 01 this AlA- Document, or any portion 0111, may result In severe cIvil and criminal penalties, and will be prosecuted to the maximum extent posalbJe under the law. This document was produced by AlA software at 13:40:01 on 04/26/2006 under Order No.1000207410_1 which expires on 11/18/2006, and Is nollor resale. User litotes: (17'66703576) discovering errors, omissions, or inconsistencies in the Contract Docwnents; however, any errors, inconsistencies or omissions discovered by the Contractor shall be reported promptly to the Architect as a request for information in such form as the Architect may require. S 3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Architect, but it is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations, but any nonconfomlity discovered by or made known to the Contractor shall be reported promptly to the Architect. S 3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications or instructions issued by the Architect in response to the Contractor's notices or requests for information pursuant to Sections 3.2.1 and 3.2.2, the Contractor shall make Claims as provided in Sections 4.3.6 and 4.3.7. If the Contractor fails to perfonn the obligations of Sections 3.2.1 and 3.2.2, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. The Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents or for differences between field measurements or conditiom; and the Contract Documents unless the Contractor recognized such error, inconsistency, omission or difference and knowingly failed to report it to the Architect. S 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES S 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Docwnents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor detemlines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any resulting loss or damage. S 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees. Subcontractors and their agents and employees, and other persons or entities perfomling portions of the Work for or on behalf of the Contractor or any of its Subcontractors. S 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to detemline that such portions are in proper condition to receive subsequent Work. S 3.4 LABOR AND MATERIALS S 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. S 3.4.2 The Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order. S 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not pemlit employment of unfit persons or persons not skilled in tasks assigned to them. S 3.5 WARRANTY S 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or pennitted by the Contract Documents, that the AlA Document A201'" -t887. Copyrlgtlt e 1911.1915.1918.1925,1937.1951,1958,1961.1963.1966, 1970, 1976, 1987 and 1997 by Ttle American Institute of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and Inlernetlonal Treaties. 13 Unllutllorlzed reproduction or distribution 01 this AlA- Document, or any portion 01 It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:40:01 on 04/26/2006 under Order No.1000207410_1 which expires on 11/16/2006, and is nollor resale. User Notes: (1786703576) Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. S 3.n AXES S 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. S 3.7 PERMITS, FEES AND NOTICES S 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 negotiations concluded. S 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the Work. S 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Architect and Owner in writing, and necessary changes shall be accomplished by appropriate Modification. S 3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall asswne appropriate responsibility for such Work and shall bear the costs attributable to correction. S 3.8 ALLOWANCES f 3.8.1 The Contractor shall include in the Contract Swn all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. f 3.8.2 Unless otherwise provided in the Contract Documents: .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site, labor. installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (l) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2. f 3.8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay in the Work. f 3.9 SUPERINTENDENT f 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. AlA Document A201"" -111117. Copyrlght @ 1911,1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARIIING: This /lJA- Document Is protected by U.5. CopyrightlllW end Internellonel Treetles. 14 Uneuthorlzed reproduction or distribution of this AlA- Document, or eny portion of It, mey result In severe civil end crlmlne' penellles, end will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software eI13:4O:01 on 0412612006 under Order No.1 00020741 0_1 which expires on 11/18/2006, and is nollor resale. User Notes: (1786703576) 13.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 13.10.1 . Within Thirty (30) calendar days from the dale of the execution of this Agreement, Contractor will provide Owner with a revised Construction Schedule, reflecting the schedules contained within the Agreement, with additional details as necessary to provide the Owner with a complete plan for the execution of the Work, This revised Construction Schedule shall: (I) be in a detailed critical path method fonnat setting forth the dates that are critical in ensuring the timely and orderly completion of the Work in accordance with the requirements of the Contract Documents, (2) provide a graphic representation in CPM Chart fonn of all activities and events that will occur during the performance of the Work, (3) contain the same completion dates set forth in the Owner-Contractor Agreement; (4) shall not exceed the time limits for completion of the Work, or any portion thereof, under the Contract Documents unless time extensions are approved by Change Order; (5) shall set forth all activities, by level/floor and area for the entire Project and shall provide for expeditious and practicable execution of the Work and (6) be satisfactory to Owner, The Construction Schedule shall be updated and revised by the Contractor, at reasonable intervals not to exceed every month as the Work is completed and at the request of the Owner and/or Architect. At Owner's request, Contractor shall provide Owner with an electronic version of the original Construction Schedule in Primavera or equivalent scheduling software, including all subsequent schedule revisions and updates (i.e. by disk or CD). Contractor shall not be precluded and shall be encouraged as necessary to meet the time schedules to work additional hours or days if permitted by local ordinances and other applicable laws. All additional costs required and agreed to in advance by the Owner or Owner's Representative and substantiated by the Contractor to meet or expedite the construction schedule shall be the responsibility of the Owner and the Contract Amount will be adjusted accordingly by Change Order unless any of the additional costs required to meet or the Construction Schedule are caused by the Contractor's inability to provide adequate manpower to meet the Construction Schedule. 13.10.2 The Contractor shall prepare and keep current, for the Architect's approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Architect reasonable time to review submittals. 13.10.3 The Contractor shall perfonn the Work in general accordance with the most recent schedules submitted to the Owner and Architect. 13.11 DOCUMENTS AND SAMPLES AT THE SITE 13.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to record field changes and selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work. 13.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 13.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. 13.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 13.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 13.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required by the Contract Documents the way by which the Contractor proposes to confonn to the information given and the design concept expressed in the Contract Documents. Review by the Architect is subject to the limitations of Section 4.2.7. Infonnational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals which are not required by the Contract Documents may be returned by the Architect without action. 13.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with AlA Document A201.... -11197. Copyright @1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Arch~ects. All rights reserved. WARNING: This AJA- Document Is protected by U.S. Copyright LBW Bnd International Tre811es. 15 Unauthorized reproduction or distribution 01 this AlA- Document, or Bny ponlon 01 It, m8Y result In severe clvll8nd criminal penalties. 8nd will be prosecuted to the maximum extent possible under the 18W, This documenl was produced by AlA software at 13:40:01 on 04126/2006 under Order No.l0002074tO_l which expires on 11/18/2006, and is not for resale. User Notes: (1786703576) reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals which are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Architect without action. t 3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the infonnation contained within such submittals with the requirements of the Work and of the Contract Documents. t 3.12.7 The Contractor shall perfonn no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. t 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (I) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. t 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice the Architect's approval of a resubmission shall not apply to such revisions. t 3.12.10 The Contractor shall not be required to provide professional services which constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or uriless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all perfonnance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals perfonned by such design professionals, provided the Owner and Architect have specified to the Contractor all perfonnance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with infonnation given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the perfonnance or design criteria required by the Contract Documents. t 3.13 USE OF SITE t 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. t 3.14 CUTTING AND PATCHING t 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. t 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably AlA Document A20lT" - 1997. Copyright @ 1911.1915, 1918. 1925, 1937, 1951,1958,1961, 1963,1968, 1970, 1976, 1987 and 1997 by The American Inslitute ot Architecls. All rights reserved. WARNING: This AlA- Document's protected by U.S. Copyright Law and International Treaties. 16 Unauthorized reproduction or distribution of this AlA- Document, or any portion of It, may result In severe clvll and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software .tI3:40:01 on 04/26/2006 under Order No.l000207410_' which expires on 1111812006, and is nollor resale. User Notes: (1786703576) withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. 13.15 CLEANING UP 13.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. 13.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the cost thereof shall be charged to the Contractor. 13.16 ACCESS TO WORK 13.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. 13.17 ROYALTIES, PATENTS AND COPYRIGHTS 13.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect hannless from loss on account thereof. but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shaB be responsible for such loss unless such information is promptly furnished to the Architect. 1 3.18 INDEMNIFICATION 13.18.1 To the fullest extent pennitted by law and to the extent claims, damages, losses or expenses are not covered by Project Management Protective Liability insurance purchased by the Contractor in accordance with Section 11.3. the Contractor shall indemnify and hold harmless the Owner, Owner's Representative, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 3.18. 13.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ADMINISTRATION OF THE CONTRACT 14.1 ARCHITECT 14.1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect" means the Architect or the Architect's authorized representative. 14.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. 14,1,3 If the employment of the Architect is terminated, the Owner shall employ a new Architect against whom the Contractor has no reasonable objection and whose status under the Contract Docwnents shall be that of the former Archi teet. AlA DocumentA201™-1997.copyrlght @1911,1915,1918,1925, 1937,1951,1958,1961,1963,1966, 1970. 1976,1987and 1997byTheAmerlcan Inslltu1e of Architects. All rights reserved. WARNING: Thla AlAe Document la protected by U.S. Copyright Law and International Treallea. 17 Unauthorized reproduction or dlslribudon of this AlA- Document, or Iny portion of It, mlY result In severe clvlllnd criminal penaldls, Ind will be prosecuted 10 the maximum extent possible under the law. This document was produced by AlA software at 13:40:01 on 04/2612006 under Older No.1000207410_1 which expires on 11/1812006, and is nollor resale. User Notes: (1786703576) S 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT S 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents, and will be an Owner's representative (1) during construction, (2) until final payment is due and (3) with the Owner's concurrence, from time to time during the one-year period for correction of Work described in Section 12.2. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance with other provisions of the Contract. S 4.2.2 The Architect, as a representative of the Owner, will visit the site at intervals appropriate to the stage of the Contractor's operations (1) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect wilI not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1. S 4.2.3 The Architect wilI not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect wiIl not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. S 4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documents or when direct conununications have been specially authorized, the Owner and Contractor shall endeavor to conununicate with each other directly or through the Owner's Representative about matters arising out of or relating to the Contract. Conununications by and with the Architect's consultants shall be through the Architect. Conununications by and with Subcontmctors and material suppliers shall be through the Contractor. Conununications by and with separate contractors shall be through the Owner or Owner's Representative. S 4.2.5 Based on the Architect's or Owner's Representative's evaluations of the Contractor's Applications for Payment, the Architect or Owner's Representative will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. S 4.2.6 The Architect and the Owner's Representative wilI have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect or the Owner's Representative considers it necessary or advisable. the Architect or the Owner's Representative wiIl have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, instaIled or completed. However, neither this authority of the Architect or the Owner's Representati ve nor a decision made in good faith either to exercise or not to exercise such authority shaIl give rise to a duty or responsibility of the Architect or the Owner's Representative to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. S 4.2.7 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for instaIlation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shaIl not relieve the Contractor of the obligations under Sections 3.3,3.5 and 3.12. The Architect's review shall not constitute approval of safety precautions or, W1less otherwise specificaIly stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shaIl not indicate approval of an assembly of which the item is a component. AlA Document A201T11-1997. Copyrlghl Ie) 1911,1915,1918,1925.1937, 1951, 1958, 1961, 1963,1966, 1970, 1976, 1987 and 1997 by The American Institule of ArchItects. All rlghls reserved. WARNING: This AlA- Documenlls prolecled by U.S. Copyright Lsw snd Inlerl1llllonsl Treslles. 18 Unaulhorlzed reproducllon or dlslrlbutlon 01 Ihls AlA- Documenl, or sny portion 01 II, mlly resullln severe civil snd crlmlns' pens Illes, snd will be prosecuted 10 Ihe maximum extenl possible under lhe law. This document was produced by AlA software at 13:40:01 on 04126'2006 under Order No.1 000207410_1 which expires on 11/1812006. and Is nollor resale. User Noles: (1786703576) 14.2.8 The Owner will prepare Change Orders and Construction Change Directives. The Architect may authorize minor changes in the Work as provided in Section 7.4. 14.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to the Owner, for the Owner's review and records, written warranties and related docwnents 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. 14.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. 14.2.11 The Architect may interpret requirements of the Contract Documents on written request of either the Owner or Contractor. Upon receipt of such request from either the Owner or Contractor, the Architect shall promptly notify the non-requesting party in writing of the details of such request. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If no agreement is made concerning the time within which interpretations required of the Architect shall be furnished in compliance with this Section 4.2, then delay shall not be recognized on account of failure by the Architect to furnish such interpretations until 5 days after written request is made for them. 14.2.12 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and initial decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith. 14.2,13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. 14.3 CLAIMS AND DISPUTES 14.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of Contract terms. payment of money, extension of time or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. Claims must be initiated by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim. 14.3.2 Time Limits on Claims. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims must be initiated by written notice to the Owner or Owner's Representative. Valid and timely claims made by subcontractors may be considered to be legitimate subcontractor costs under this Article only to the extent that the entitlement and quantum of each subcontractor claim have been researched and validated in writing by the Contractor by signing the Subcontractor's Change Order Request and the Contractor concurs with the validated subcontractor's position in this regard. The Contractor's validation of the subcontractor's claim shall be made available to the Owner upon written request. 14.3.3 Continuing Contract Performance. Pending final resolution of a Claim except as otherwise agreed in writing or as provided in Section 9.7.1 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. 14.3.4 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (I) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist 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 than 21 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will reconunend an equitable adjustment in the AlA Document A201™ -1997. Copyright @ 1911,1915,1918, 1925, 1937, 1951, 1958, 1961, 1983, 1966, 1970, 1976, 1987 and 1997 by The American Insli1U1e of Architects. All rights reserved. WARNING: This AlAe Documenlls protected by U.S. Copyrlghl Law snd International Trealles. 19 Unauthorized reproducllon or distribution of this /lJA& Document, 01 any portion 01 It, may resullln severe civil and crlmlnsl penalties, and will be prosecuted 10 the maximum extent possible uncler the law. This document was produced by AlA software aI13:4O:01 on 04/26/2006 under Order No.1000207410_1 which expires on 11118/2006, and is nol for resale. User NOles: (1786703576) Contract Sum or Contract Time, or both. If the Architect detennines that the conditions at the site are not materially different from those indicated in the .Contract Documents and that no change in the terms of the Contract is justified, the Architect shall so notify the Owner and Contractor in writing, stating the reasons. Claims by either party in opposition to such determination must be made within 21 days after the Architect has given notice of the decision. If the conditions encountered are materially different, the Contract Sum and Contract Time shall be equitably adjusted, but if the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shall be referred to the Architect for initial detennination, subject to further proceedings pursuant to Section 4.4. f 4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.6. f 4.3.6 If the Contractor believes additional cost is invol ved for reasons including but not limited to (I) a written interpretation from the Architect, (2) an order by the Owner to stop the Work where the Contractor was not at fault, (3) a written order for a minor change in the Work issued by the Architect, (4) failure of payment by the Owner, (5) tennination of the Contract by the Owner, (6) Owner's suspension or (7) other reasonable grounds, Claim shall be filed in accordance with this Section 4.3. f 4.3.7 Claims for Additional Time f 4.3.7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. f 4.3.7.2 If adverse weather conditions are the basis for a Claim for additional time, such claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse affect on the scheduled construction. . f 4.3.8 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured. shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. f 4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. f 4.3.10 Claims for Consequential Damages. The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes: .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation. and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 4.3.10 shall be deemed to preclude an award of liquidated direct damages, when applicable, in accordance with the requirements of the Contract Documents. f 4.4 RESOLUTION OF CLAIMS AND DISPUTES fi 4.4.1 The Owner and the Contractor agree to negotiate Claims in good faith. In the event a Claim is not wholly resolved through negotiation by the parties, the Owner and the Contractor shall involve Mr. Jerome Speltz and Ms. Heather Henning to review and provide final direction. If this is still not successful, the parties agree to submit the claim to mediation in accordance with Section 4.5 of these General Conditions. AlA DocumentA201TU-1997. Copyrlghl @1911,1915, 1918, 1925,1937,1951,1958,1961,1983.1986,1970,1976, 1987 and 1997 by The American Ins1ilule of Architecls. All rlghls reserved. WARNING: This AlA- Document Is protected by U.S. Copyrlghl Lew end Internetlonel Treetles. 20 Uneuthorlzed reproduction or distribution 01 this AlA- Document, or eny portion 0111, mey result In severe civil end crlmlne' peneltles, end will be prosecuted to the mexlmum extent possible under the law. This document was produced by AlA software at 13:40:01 on 0412612006 under Order No_ 1000207410_1 which expires on 11/18/2006, and Is notfor resale. User Noles: (1786703576) S 4.4.2 If a Claim relates to the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to the resolution of the Claim by the parties or an independent expert. (Paragraphs deleted) S 4.5 MEDIATION S 4.5.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided for in Sections 4.3.10, 9.10.4 and 9.10.5 shall, after initial decision by the Architect or 30 days after submission of the Claim to the Architect, be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. S 4.5.2 Prior to the initiation of any litigation, the parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to the Contract. Any request for mediation shall be made within a reasonable time after a claim, dispute or other matter in question has arisen, but in no case shall the time after the surfacing of the dispute to the filing of the request for mediation exceed sixty (60) days. The request shall proceed in advance of 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. In no event shall the demand for mediation 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 statute of limitations S 4.5.3 Notwithstanding the Construction Industry Mediation Rules and any other provisions in this Agreement to the contrary, (i) a mediator shall be a lawyer selected by mutual agreement of the parties within 7 days of a demand for mediation by a party asserting a disputed claim; and in the event the parties cannot agree on a mediator, each party shall select a proposed mediator within said 7 day period and that person shall work with the other party's selected mediator and those two shall, within 2 business days. select a third party that is an attorney to serve as the sole mediator; (ii) the mediation shall be convened in the location of the Project at the offices of the mediator (or some other mutually agreed upon location) within 30 days of the demand for mediation, unless otherwise agreed; (Hi) the costs of the mediation shall be divided evenly; (iv) in the event the mediation does not resolve the parties' disputes, any party is then free to initiate litigation, at the option of the party first initiating a claim proceeding against the other; and (v) the requirement to mediate shall not be in lieu of or in any way limit a party from exercising its rights of termination or suspension of work on account of a material, uncured breach of this Agreement by the other party. S 4.5.4 Any written settlement agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. S 4.6 ARBITRATION S 4.6.1 This arbitration clause is deleted in its entirety and all references to arbitration shall be deemed to be deleted from the Contract Documents. Notwithstanding anything to the contrary contained in the Contract Documents, Owner and Contractor shall not be required to submit to arbitration any claim or dispute arising out of, or in connection with, the Contract Documents unless Owner and Contractor hereafter agree in writing to arbitrate that particular dispute. Such agreement shall not establish an automatic right in either party to arbitrate subsequent claims or disputes. During the pendency of any dispute, litigation or arbitration that may have been agreed upon. Contractor shall carry on the Work and maintain the Progress Schedule notwithstanding the pendency of any such dispute, litigation or arbitration proceeding, unless otherwise agreed by Owner and Contractor in writing. ARTICLE 5 SUBCONTRACTORS S 5.1 DEFINITIONS S 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in AlA Docum.nt A201....-1997. Copyrl9ht @1911,1915,1918,1925,1937,1951,1958,1961,1963,1966, 1970, 1976,1987and1997byTheAmerican Instilule of Architects. All rights r.served, WARNING: This AlA. Document Is protected by U.S. Copyright Law and Internellonal Traatles. Unauthorlz.d reproduction or distribution of this AlA- Document, or any portion of It, may rasult In sevare civil and criminal peneltles, and will be pros8Cllted to the maximum extent posalble uncler the law. This document was produced by AlA software aI13:40:01 on 04/26/2006 under Order No.1000207410_1 which expires on 11/18/2006, and is not for resale. User Notes: (1786703576) 21 number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. t 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub- subcontractor. t 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK t 5.2.1 The Owner shall have the right but not the obligation to review the trade subcontract bids to the Contractor and to participate in the subcontractor scope review meetings and negotiations sessions. Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Owner will promptly reply to the Contractor in writing stating whether or not the Owner, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner to reply promptly shall constitute notice of no reasonable objection. t 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. f 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change. and an appropriate Change Order shall be issued before conunencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. 15.2.4 The Contractor shall not change a Subcontractor. person or entity previously selected if the Owner or Architect makes reasonable objection to such substitute. 15.2.5 The Owner shall have the right but not the obligation to review the proposed trade subcontract terms and conditions to be provided by the Contractor, and can make whatever modifications that the Owner feels are necessary in order for the Owner to be satisfied with the content of the final trade subcontract. The Owner shall have the right, but not necessarily the obligation, to review and approve the scope of work definitions contained within each of the trade subcontracts, and upon reasonable written notice, to review in a timely manner the daily correspondence between the Contractor and the trade subcontractors. f 5.3 SUBCONTRACTUAL RELATIONS t 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 Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. AlA Document A201'M -1997. Copyrlghl @1911, 1915.1918,1925, 1937, 1951, 1958, 1961, 1963,1966.1970, 1976. 1987 and 1997 by The American Ins1ilute of Archilects. All rights reserved. WARNING: Thle AlA- Document Ie protected by U.S. Copyright Law and Internallonal Treetlea. 22 Unauthorized reproduction or dlalrlbullon of this AlA- Documenl, or any porllon of II, may reeultln eevere civil and criminal penallles, and will be proseculed 10 the maximum extent possible under the law. This documenl was produced by AlA software at 13:40:01 on 04/2612006 under Order No.1000207410_1 which expires on 11/18/2006, and is nollor resale. User Notes: (1786703576) 15.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 15.4.1 All subcontracts and material purchase agreements shaH be assignable to Owner without any change in the price or scope, in the event of any tennination of the Agreement, all at the option of Owner. Contractor shall include provisions to this effect in all subcontracts and material purchase agreements, either by specific wording or by reference to this contract provision, and all subcontracts shall provide that: (i) they are subject to the provisions of this Agreement, and (ii) any liens filed by a subcontractor prior to subcontracts being assigned to the Owner, will be immediately bonded off by the Contractor, and (iii) in the event this Agreement is tenninated, they may be assumed by Owner without additional cost beyond that actually incurred to the date of tennination, and (iv) in the event this Agreement is tenninated, they shall assign their bonds to Owner, and (v) that all warranties shall inure to the benefit of Owner and Owner's assignees. Owner shall be deemed to be a third party beneficiary of all such subcontracts and material purchase agreements. Owner shall be responsible to pay all justified costs or invoices billed to the Contractor after the date of tennination for work or materials or equipment provided or purchased but not billed to the Contractor prior to the date of tennination. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 16.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 16.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Section 4.3. 16.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. 16.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. 16.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Contractor under the Conditions of the Contract. including, without excluding others, those stated in Article 3, this Article 6 and Articles 10, II and 12. f 6.2 MUTUAL RESPONSIBILITY 16.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. f 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. AlA Document A201T11-1997. Copyright @1911.1915.1918,1925,1937.1951,1958,1961,1963, 1966, 1970.1976, 1987 and 1997 by The American Institute 01 Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law end Internallonal Treetles. 23 Unauthorized reproduction or distribution 01 this AlA- Document, or eny portion 01 It, rney result In severe civil end crlmlne' penalties, end will be prosecuted to the mexlmum extent possIble under lhe law. This documenl was produced by AlA soltware aI13:4O:01 on 04/26/2006 under Order No.1 000207410_1 which expires on 11/18/2006. and is nollor resale. User Noles: (1786703576) S 6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work or defective construction of a separate contractor. S 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. S 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3,14. S 6.3 OWNER'S RIGHT TO CLEAN UP 16.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK S 7.1 GENERAL S 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. S 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect or Owner's Representative; a Construction Change Directive requires agreement by the Owner and Architect or Owner's Representative 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. 17.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. 17.1.3.1 The initiation of change processing can be accomplished by either the Owner or the Contractor issuing a Change Order Proposal. If initiated by the Owner, the Change Order Proposal shall be considered to be a request for pricing for a specific change in the Work. If initiated by the Contractor, the Change Order Proposal shall be considered to be a request for additional compensation for a specific change in the Work. If a Change Order Proposal is initiated by the Contractor, the Change Order Proposal shall be accompanied by adequate supporting information to allow the Owner to evaluate the Contractor's entitlement and pricing of the proposed change in accordance with Section 7.1.4.6 below. 17.1.4 The reasonable allowance for overhead and profit combined, that can be included in the total cost of the Change Proposal to the Owner, shall be based on the following: .1 For the Contractor, for any Work performed by the Contractor's own forces, five percent (5%) of the cost plus the actual cost of general conditions, if any. .2 For the Contractor, for Work performed by the Contractor's Subcontractor, five percent (5%) of the amount due the Subcontractor plus the cost of general conditions, if any. .4 Cost to which overhead and profit is to be applied shall be determined in compliance with Sections 7.3.6.1 through 7.3.6.5. .5 In order to facilitate checking of quotations for extras or credits, all proposals, except those so minor that their propriety can be seen by inspection, shall be accompanied by a complete itemization of costs including labor, materials and Subcontracts. Labor and materials shall be itemized in the manner prescribed above. Where major cost items are Subcontracts, they shall be itemized also. In no case will a change involving over $1000.00 be approved without such itemization. 17.2 CHANGE ORDERS 17.2.1 A Change Order is a written instrument prepared by the Owner or the Contractor and signed by the Owner, Contractor and Architect or Owner's Representative, stating their agreement upon all of the following: AlA Document A201.... -111117. Copyright 4:11911. 1915, 1918.1925. 1937, 1951. 1958. 1961, 1963, 1966, 1970. 1976, 1987 and 1997 by The American Institute of ArcMec1s. All rights reserved. WARNING: this AlA- Document Is protected by U.S. Copyright Law and International Treaties. 24 Unauthorized reproduction or distribution 01 this AlA- Document, or any portion 01 It, may result In severe c:lvll and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:40:01 on 04/2612006 under Order No.l0oo207410_1 which expires on 11/18/2006, and is not lor resale. User Notes: (1786703576) .1 a definition of the change in the Work; and .2 the amount of the adjustment. if any, in the GMP; and .3 the extent of the adjustment, if any. in the Contract Time; and ,4 that all work affected by the change shall be included in the Change Order Request. Each Change Order constitutes a full and complete settlement for all of the direct and indirect costs and schedule extension that are associated with the scope of the Work identified within that Change Order unless the Owner or Owner's Representative agree to accept requests for approving a portion of the total cost for a change in order to facilitate timely payment to the Contractor and his Subcontractors for their portion of the work. Consideration shall not be given at a later date for additional direct or indirect costs or time not made a part of the original Change Order request. S 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Section 7.3.3. S 7.3 CONSTRUCTION CHANGE DIRECTIVES S 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. S 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. S 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum. the adjustment shall be based on one of the following methods: .1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 unit prices stated in the Contract Documents or subsequently agreed upon; .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 as provided in Section 7.3.6. S 7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. S 7.3.5 A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. S 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the Architect on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the pUIposes of this Section 7.3.6 shall be limited to the following: .1 costs oflabor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; .2 costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .5 additional costs of supervision and field office personnel directly attributable to the change. AlA Document A201T11-1997. Copyright Cl1911, 1915, 1918, 1925, 1937, 1951, 1958,1961,1963, 1966, 1970. 1976, 1987 and 1997 by The American Institule of Archilects. All rights reserved. WARNING: This AlA- Documeruls protected by U.S. Copyright Law end Internatlonel Treetles. 25 Unauthorized reproducllon or distribution of this AlA- Document, or eny portIon of It, may result In severe cIvil end criminal penalties, end will be prosecuted to the maximum elUent possible under the law. This documen1 was produced by AlA software at 13:40:01 on 04/2612006 under Order NO.1 00020741 0_1 which expires on 1111812006. and is not for resale. User Notes: (1786703576) i 7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. i 7.3.8 Pending final determination of the total cost of a Construction Change Directive to the Owner, amounts not in dispute for such changes in the Work shall be included in Applications for Payment accompanied by a Change Order indicating the parties' agreement with part or all of such costs. For any portion of such cost that remains in dispute, the Architect will make an interim determination for purposes of monthly certification for payment for those costs. That determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a claim in accordance with Article 4. i 7.3.9 When the Owner and Contractor agree with the determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective inunediately and shalI be recorded by preparation and execution of an appropriate Change Order. i 7.4 MINOR CHANGES IN THE WORK i 7.4.1 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders promptly. ARTICLE 8 TIME i 8.1 DEFINITIONS i 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. i 8.1.2 The date of commencement of the Work is the date established in the Agreement. i 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. i 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specificalIy defined. i 8.2 PROGRESS AND COMPLETION t 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. t 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely conunence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of conunencement ofthe Work shalI not be changed by the effective date of such insurance. Unless the date of commencement is established by the Contract Documents or a notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five days or other agreed period before conunencing the Work to permit the timely filing of mortgages. mechanic's liens and other security interests. t 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. t 8.3 DELAYS AND EXTENSIONS OF TIME t 8.3.1 If the Contractor is delayed at any time in the conunencement or progress of the Work that affects the critical path of the Project by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or Acts of God, or by labor disputes, fire, unusual delay in deliveries" unavoidable casualties or other causes beyond the Contractor's control, or by delay authorized by the Owner pending negotiation, or by other causes which the Owner determines may justify the AlA Document A201T1l1_ 1997. Copyright @1911, 1915, 1918. 1925. 1937. 1951,1958,1961. 1963. 1966, 1970, 1976, 1987 and 1997 by The American Institute ot Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Lew and International Treaties. 26 Unauthorized reproduction or distribution 01 this AlA- Document, or any portion of It, may result In severe civil and criminal penalties. and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:40:01 on 04/2612006 under Order No.1000207410_1 which expires on 11/18/2006. and Is nol for resale. User Notes: (1786703576) Project's delay, then the Contract Time may be extended by Change Order or Construction Change Directive, as detennined by the Owner or Owner's Representative. S 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Section 4.3. S 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION S 9.1 CONTRACT SUM S 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for perfonnance of the Work under the Contract Documents. S 9.2 SCHEDULE OF VALUES S 9.2.1, Within ten (10) calendar days of the date of the signing of the Agreement or before the first Application for Payment; whichever occurs flfSt, the Contractor shall submit to the Owner a schedule of values allocated to various portions of the Work, prepared in such fonn and supported by such data to substantiate its accuracy as the Owner may require. The fonnat and level of detail contained in the Schedule of Values shall be subject to approval by the Owner. This schedule, unless objected to by the, shall be used as a basis for reviewing the Contractor's Applications for Payment. S 9.3 APPUCATlONS FOR PAYMENT S 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect or Owner's Representative an itemized Application for Payment for the percentage of operations completed in accordance with the schedule of values. Such application shall be notarized and supported by such data substantiating the Contractor's right to payment as the Owner or Architect or Owner's Representative may require or is required by Section 12 of the Construction Contract, and reflecting retain age if provided for in the Contract Documents. S 9.3.1.1 As provided in Section 7.3.8, such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives, or by inte.rim detenninations of the Architect, but not yet included in Change Orders. S 9.3.1.2 Such applications may not include requests for payment for portions of the Work for which the Contractor does not intend to pay to a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. S 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. S 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, infonnation and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. S 9.3.4 An Application for Payment shall include lien waivers and releases, or such other documentation as the Owner may require, evidencing payment to all Subcontractors to the extent to which the Subcontractors were entitled to be paid from the prior Application for Payment, as set forth in Section 9.6.2. Contractor hereby agrees to look solely to Contractor's lien rights under the Florida Construction Lien Law in enforcing any lien rights which Contractor may now or hereafter have. The parties acknowledge and agree that any such construction lender or the AlADocumentA201T11-1117. Copyright @1911.1915,1918, 1925. 1937.1951,1958. 1961, 1963.1966. 1970, 1976,1987 and 1997 by The American Insutute 01 Architects. All rights Il..served. WARNING: This AlA- Document Is protected by U.S. Copyright Law snd Internll1lO11al Treaties. UnauthorIzed reproduction or dlslrlbutlon 01 this AlA- Document, or any portion of II, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under lhe law. This document was produced by AlA software at 13:40:01 on 0412612006 under Order No.l0oo207410_1 which expires on 11/18/2006. and is not for resale. User Notes: (1766703576) 27 Owner may require that their approval be obtained in connection with matters calling for only the Architect's approval under the Contract Documents; in such event, the Owner's approval/requirements shall prevail. t 9.4 CERTIFICATES FOR PAYMENT t 9.4.1 The Architect or Owner's Representative will, within seven days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect or Owner's Representative determines is properly due, or notify the Contractor and Owner in writing of the Architect's or Owner's Representative's reasons for withholding certification in whole or in part as provided in Section 9.5.1. t 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect or Owner's Representative to the Owner, based on the Architect's or Owner's Representative's evaluation of the Work and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's or Owner's Representative knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect or Owner's Representative. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect or Owner's Representative has (I) 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 Contractor has used money previously paid on account of the Contract Sum. t 9,5 DECISIONS TO WITHHOLD CERTIFICATION t 9.5.1 The Architect or Owner's Representative may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's or Owner's Representative's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect or Owner's Representative is unable to certify payment in the amount of the Application, the Architect or Owner's Representative will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect or Owner's Representative cannot agree on a revised amount, the Architect or Owner's Representative will promptly issue a Certificate for Payment for the amount for which the Architect or Owner's Representative is able to make such representations to the Owner. The Architect or Owner's Representative may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's or Owner's Representative's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of: .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or another contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time; or .7 persistent failure to carry out the Work in accordance with the Contract Documents. t 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. AlA Document A201110 -1997. Copyright Cl1911, 1915,1918,1925,1937, 1951,1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA. Document Is protected by U.S. Copyright Law anc:llnternatlonal Treaties. 28 Unauthorized reproduction or distribution of this AlA- Document, or any porllon of It, may result In severe civil and criminal panaltleS, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:40:01 on 04/26/2006 under Order No_ 1000207410_1 which expires on 11/1812006, and is nol for resale. User Noles: (1786703576) t 9.6 PROGRESS PAYMENTS t 9.6.1 Mter the Architect or Owner's Representative has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect or Owner's Representative. t 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. t 9.6.3 The Architect or Owner's Representative will, on request, furnish to a Subcontractor, if practicable, infonnation regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect or Owner's Representative and Owner on account of portions of the Work done by such Subcontractor. t 9.6.4 Neither the Owner nor Architect or Owner's Representative shall have an obligation to payor to see to the payment of money to a Subcontractor except as may otherwise be required by law. t 9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. t 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. t 9.6.7 Contractor shall ensure that no construction liens, or any encwnbrances in the nature thereof or any other encumbrances whatsoever (including equitable lien claims), shall be filed or maintained by the Contractor, or by any subcontractors, sub-subcontractors, materialmen, laborers or other lienors (each, a "Lienor") in connection with any Work for which Owner has made payment or for which payment is not yet due. Contractor shall have the unconditional obligation to notice or transfer any such lien to bond. As a condition to the receipt of each progress payment from the Owner, Contractor must furnish a release of lien from each Lienor, for the amount of the previous month's payment, in the statutory fonn, together with a partial Contractor's affidavit and release of lien in the statutory fonn. Further, as a condition to the receipt of the Final Payment, the Contractor shall provide Owner with a final release of lien from each Lienor, in the statutory fonn. Each release of lien given to the Owner shall waive and release any lien rights of the Lienor to the extent payment is made with respect to any Work perfonned through the date of the progress payment to which the lien release applies. t 9.6.8 Contractor agrees to indemnify, defend and hold the Owner harmless from and against any and all liens or other claims whatsoever filed against the Owner or Owner's property by any Lienor for work performed or materials or services furnished in connection with Work for which Contractor has been paid or for which payment is not yet due at the time the lien is filed. In the event a claim of lien is filed against the Owner's property, the Contractor shall cause the same to be satisfied within fifteen (1 S) days following the date of filing, or in the alternative, shall cause the claim of lien to be noticed or transferred to bond. In the event any liens are not cleared of record within fifteen (IS) days of filing, Owner shall have the right to settle, satisfy or bond-off such lien at Contractor's cost and expense and off-set the cost against the next payment due to Contractor under the Agreement, and Owner shall be entitled to all other remedies available at law or in equity. The provisions of this Section shall be deemed an independent covenant of the Contractor and shall be effective with respect to all work performed and materials or services furnished under any Change Orders between Owner and Contractor or any other agreement for extra work with respect to the Project. t 9.7 FAILURE OF PAYMENT t 9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Architect or awarded by arbitration, then the Contractor may, upon seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Contract Documents. AlA Documenl A201TU -1997. Copyrlghl @1911, 1915, 1918, 1925, 1937, 1951,1958,1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Inslltute of Architects. All rights reserved. WARNING: This AlA- Documenlls protected by U.S. Copyrlghl Law and Inlernellonal Treetlea. 29 Uneulhorized reproduction or dlslrlbution of Ihls AlA. Documenl, or eny portion of II, may resullln severe civil end crlmlnel penellles, end will be prosecuted to lhe maximum exlent possible under Ihe lew. This document was produced by AlA software at 13:40:01 on 04/2612006 under Order No.loo0207410_1 which expires on 11/1812006, and Is not for resale. User Notes: (1786703576) S 9.8 SUBSTANTIAL COMPLETION S 9.8.1 . Substantial Completion for the Project or a portion of the project when the project has more than one substantial completion phase is the date that the Temporary Certificate of Occupancy ("TCO") is issued for the entire Project or a portion of the project by the local code officials, and the Work is sufficiently complete to be accepted by the Owner. A TCO shall be one, but not the only indication of Substantial Completion. If the TCO is delayed for any reason whatsoever beyond the Contractor's control, then the Substantial Completion date for the impacted area shall be the date when the Work or designated portion thereof, is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. S 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. S 9.8.3 . lnunediately prior to the time when the Contractor obtains a certificate of occupancy for the Work or for a portion of the Work within the Project and all other required approvals from governing authorities and delivers copies of same to Owner, and prior to Owner occupying the building or portion of the building, Owner, Architect and Owner's Representative and Owner's Consultants will inspect that portion of the Work and prepare an additional list of the remaining apparent defects and deficiencies in the construction of workmanship of the Work (the "Owner's Punchlist"). Prior to the first Punchlist inspection the Owner or Owner's Representative shall provide a list of Owner's Consultants and Representatives who will perfoon the Punchlist inspection. The Owner's Punchlist shall incorporate any deficiencies that were originally identified by the Contractor but not yet satisfactorily resolved. A copy of the Owner's Punchlist shall be provided to Contractor for immediate correction. Contractor shall have five (5) working days (unless the work required is of such a nature that it cannot reasonably be completed within 5 working days in which case Contractor shall immediately commence the correction of the item in question and complete same as soon thereafter as reasonably possible, but in any event within 30 calendar days) after delivery of the Punchlist within which to correct all items. After said five (5) working day period (as such time may be extended in accordance with the preceding sentence), and regardless of the status of Punchlist completion, Owner shall perfonn another walk-through of the Work to update the Punchlist. Dwing the walk-through, the Punchlist shall be revised (including any new items identified by the Owner, Owner's Consultants or Owner's Representatives at the time of this walk-through which will be listed as warrantee items). If the rectification of the items on the Punchlist is not complete, Contractor will be allowed two (2) additional working days to complete the Punchlist. Thereafter, if necessary, a third and final walk-through inspection will be conducted by Owner, Architect and Owner's Representative (i.e. seven full working days after the Punchlist is delivered to Contractor) and any Punchlist work remaining after the third walk-through may, at Owner's option, be completed by Owner and any costs incurred by Owner (including supervision, subcontractor labor, materials, equipment and other miscellaneous expenses) will be charged to Contractor. At Owner's election, Owner may withhold from the Final Payment not less than 150% of the cost to complete all unfinished Punchlist items (as determined by Owner or Owner's Representative and Contractor) until the work has been completed to Owner's, Owner's Representative's and Architect's reasonable satisfaction. If, after Substantial Completion of the Project, Owner and Contractor have a dispute as to the fact of completion of the Work and perfonnance of the Contract, then the unpaid balance of the Cost of the Work and the Contractor's Fee shall be due thirty (30) days after Contractor achieves Final Completion of the Project (except for the disputed Punchlist items), less an amount equal to 150% of the reasonable value (as determined by the Owner or Owner's Representative and Contractor) of all Punchlist items in dispute between Owner and Contractor and/or Contractor and any subcontractor. In no case shall final payment be made until all Punchlist items have been completed and all mechanical, electrical, plumbing and life systems and equipment fully operational. S 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall cormnence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. i 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shaH be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. AlA Document A201"'-1997. Copyrlght @1911,1915,1918,1925.1937.1951,1958.1961.1963,1966, 1970, 1976. 1987 and 1997 byThe American Institute of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright L.w and InterMtlonal Trestles. 30 Unauthorized reproduction or distribution 01 this AlA- Document, or any portion ot It, may result In savere clvlllll1d criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:40:01 on 04/2612006 under Order No.1000207410_1 which expires on 11/1812006. and is not lor resate. User Notes: (1786703576) S 9.9 PARTIAL OCCUPANCY OR USE S 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 11.4.1.5 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may conunence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and conunencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be detennined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. S 9.9.2 Inunediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. S 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. Any work that the Owner, Architect or Owner's Representative discoven that is not in compliance with the requirements of the Contract Documents will be added to the Punchlist or Warrantee Items list if the first Punchlist inspection process has been completed and the Contractor will be notified. Required warranty durations as defined elsewhere within the Agreement or General Conditions shall begin when the building is approved for occupancy by the governing authorities and the building or portion of the building is accepted by or occupied Owner. If a portion of the building is approved for occupancy and is ready for use by the Owner before the entire building is approved for occupancy then the warranty period start dates will match the dates each portion of the building was approved for occupancy and is accepted or used by the Owner. S 9.10 FINAL COMPLETION AND RNAL PAYMENT i 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. i 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Owner (I) a final affidavit complying with Florida Statutes, that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. In addition, the Owner also requires that (i) a Certificate of Final Payment has been issued by the Architect, (ii) all "punchlist" items have been fully completed to the reasonable satisfaction of Owner and Architect (except for disputed items), (iii) the final certificate of occupancy or completion and all final governmental and utility authority permits have been issued, (iv) Contractor has delivered to Owner all previously undelivered manufacturer and subcontractor guarantees and warranties; (v) Contractor has delivered to owner release of lien as well as satisfactions of lien for any claims of lien filed on account of the Work (unless transferred to bond by Contractor), and such other affidavits, waiven and releases as Owner, the Owner's lender and its title insurer may AlA Document A201'" -1997. Copyright @1911, 1915, 1918, 1925, 1937. 1951. 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute 01 Architects. All rights reserved. WARNING: This AlA- D~umenlls protec;ted by U.S. Copyright Law and International Treaties. 31 Unauthorized reproduction or distribution of this AlA- D~umenl, or any portion of It, may result In severe civil and crlmlnal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software aI13:40:01 on 04/26/2006 under Order No.1 000207410_1 which expires on 11/1812006, and is notlor resale. User NOles: (1786703576) reasonably require in order to assure lien-free completion of all of the Work (including any equitable lien claims), subject to the condition that the final payment being made to the Contractor is paid within the aforementioned time period; (vi) Contractor has delivered to Owner and Architect "as built" drawings for the Work detailing all changes or deviations from the original Contract Documents; and (vii) Contractor has fully cleaned and restored the site with respect to all of the final punchlist work including, without limitation, removal of all excess materials, rock, sand, paving and miscellaneous debris, supplies, equipment and trailers; (viii) all temporary utilities are disconnected; and (ix) Contractor has complied with all other requirements of the Contract Documents. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. f 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents. and if bonds have been furnished. the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment. except that it shall not constitute a waiver of claims. f 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from: .1 liens, Claims. security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. f 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. f 9.10.6 Owner shall have the right to make payment (either directly or by joint or multiple party check) to any lienor listed on Contractor's partial or final affidavit as unpaid, or any other lienor who has given written notice to Owner or whose existence is otherwise known to Owner. Owner shall not directly pay any lienor for claims of lien which have been transferred to bond. Contractor shall be a party on all joint or multiple party checks issued by Owner and Owner shall notify Contractor of his intention to issue such multiple party check or checks prior to the writing of any multiple party check. Endorsement by any payee of a joint or multiple party check shall be deemed payment to that party for the full amount of the check. Contractor's acceptance of the Final Payment shall release Owner from any further liability for any additional payments or compensation in connection with the construction of the Work, unless otherwise agreed in writing at that time. f 9.10.7 All applicable procedures defined in Section 9.10 shall apply to any close-out of "early completion" subcontracts. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY f 10.1 SAFETY PRECAUTIONS AND PROGRAMS f 10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. f 10.2 SAFETY OF PERSONS AND PROPERTY f 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage. injury or loss to: .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub- subcontractors; and AlA Document A201T111-1l1l17. Copyright @1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966.1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and International Treaties. 32 Unauthorized reproduction or distribution of this AlA- Document, or any portion of It, may result in severe civil and criminal penaitles, Ind will be prosecuted to the mlxlmum extent pOlsible under the Ilw. This document was produced by AlA software aI13:40:01 on 04/2612006 under Order No.l000207410_1 which expires on 1111812006, and is not for resale. User Notes: (1786703576) .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. S 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. S 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. S 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. S 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor. a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. S 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. S 10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety. S 10.3 HAZARDOUS MATERIALS S 10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, inunediately stop Work in the affected area and report the condition to the Owner and Architect in writing. S 10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down, delay and start-up, which adjustments shall be accomplished as provided in Article 7. S 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect's consultants and agents and employees of any of them from and against claims, damages, losses and expenses. including but not limited to atlomeys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property AlA Document A2011111-1997. Copyright @ 1911,1915.1918,1925,1937, 1951,1958,1961, 1963, 1966, 1970, 1976, 1987 and 1997 byThe American Insthule 01 Archilects. All rights reserved. WARNING: This AlAe Document Is protected by U.S. Copyright Law and International Treaties. 33 Unauthorized reproduction or distribution of this AlAe Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software aI13:4O:01 on 04126/2006 under Order No_1000207410_1 which expires on 1111812006, and Is not for resale. User Notes: (1786703576) (other than the Work itself) and provided that such damage, loss or expense is not due to the sole negligence of a party seeking indenmity. t 10.4 The Owner shall not be responsible under Section 10.3 for materials and substances brought to the site by the Contractor unless such materials or substances were required by the Contract Documents. t 10.5 If, without negligence on the part of the Contractor, the Contractor is held liable for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents. the Owner shall indemnify the Contractor for all cost and expense thereby incurred. t 10.6 EMERGENCIES t 10.6.1 In an emergency affecting safety of persons or property. the Contractor shall act, at the Contractor's discretion, to prevent threatened damage. injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Section 4.3 and Article 7. ARTICLE 11 INSURANCE AND BONDS t 11.1 CONTRACTOR'S UABILITY INSURANCE S 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 legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: .1 claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; .2 claims for damages because of bodily injury, occupational 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 Contractor's employees; .4 claims for damages insured by usual personal injury liability coverage; .5 claims for damages, other than to the Work itself, because of inj ury to or destruction of tangible property, including loss of use resulting therefrom; .6 claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; .7 claims for bodily injury or property damage arising out of completed operations; and .8 claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3. I 8. i 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by 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 termination of any coverage required to be maintained after final payment. i 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Section 9.10.2. Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness in accordance with the Contractor's information and belief. i 11.2 OWNER'S LIABILITY INSURANCE i 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. ~ 11.3 NOT USED. AlA Document A201™ -1997. Copyright @ 1911. 1915. 1918, 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976. 1987 and 1997 by The American Inslilute of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and Inlernatlonal Treaties. Unauthorized reproductlOll or distribution of this AlA- Document, or any portion of It, may result In severe civil and crtmlnal penalties, end will be prosecuted to the maximum extent possible under lhe law. This document was produced by AlA software aI13:40:01 on 04/26/2006 under Order No.1 000207410_1 which expires on 11/1812006. and is nollor resale. User Notes: (1786703576) 34 (Paragraph deleted) f 11.4 PROPERTY INSURANCE f 11.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.4 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub- subcontractors in the Project. f 11A.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect's and Contractor's services and expenses required as a result of such insured loss. f 11.4.1.2 If the Owner does not intend to purchase such property insurance required by the Contract and wi th all of the coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance which will protect the interests of the Contractor, Subcontractors and Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all reasonable costs properly attributable thereto. f 11A.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. f 11.4.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. f 11.4.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. 511.4.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds. 511A.3 Loss of Use Insurance. The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. 511.4.4 If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. f 11.4.5 NOT USED. . AlA Documenl A201Tlol-19117. Copyrlghl @'91', 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970.1976,1987 and 1997 by The American Institute of ArchHeCls. All rlghls reserved, WARNING: This AlAI Documenlls protecled by U,S. Copyrlghl Law and lnlernallonal Trealles. 35 Unauthorized reproducllon or dlslrlbutlon of this AlA- Document, or any portion of II, may resuh In severe civil and criminal penalties, and will be prosecuted 10 Ihe maximum exlent possible under the law. This documenl was produced by AlA software aI13:40:01 on 04/26/2006 under Order No. 1000207410_ 1 which expires on 1111812006, and Is nOllar resale. User Noles: (1786703576) S 11.4.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Section 11.4. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days' prior written notice has been given to the Contractor. S 11,4.7 Waivers of Subrogation. The Owner and Contractor waive all rights against (I) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, separate contractors described in Article 6, if any, and any of their subcontractors, sub-subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.4 or other property insurance applicable to the Work, except 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 subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. S 11.4.8 A loss insured under Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.4.10. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. S 11.4.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper perfonnance 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 proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or in accordance with an arbitration award in which case the procedure shall be as provided in Section 4.6. If after such loss no other special agreement is made and unless the Owner tenninates the Contract for convenience, replacement of damaged property shall be perfonned by the Contractor after notification of a Change in the Work in accordance with Article 7. S 11.4.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power; if such objection is made, the dispute shall be resolved as provided in Sections 4.5 and 4.6. The Owner as fiduciary shall, in the case of arbitration, make settlement with insurers in accordance with directions of the arbitrators. If distribution of insurance proceeds by arbitration is required, the arbitrators will direct such distribution. S 11.5 PERFORMANCE BOND AND PAYMENT BOND (Paragraph deleted) Not used (Paragraph deleted) ARTICLE 12 UNCOVERING AND CORRECTION OF WORK S 12.1 UNCOVERING OF WORK S 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. AlA Document A201™ -1997. Copyright C 1911.1915. 1918.1925,1937,1951,1958. 1961,1963.1966. 1970.1976.1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 01 this AlA- Document, or any portion 01 It, may result In severe civil and crimina' penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:40:01 on 04/26/2006 under Order No.l000207410_1 which expires on 11/1812006. and is notlor resale. User Notes: (1786703576) 36 S 12.1.2 If a portion of the Work has been covered which the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. S 12.2 CORRECTION OF WORK S 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION S 12.2.1.1 The Contractor shall promptly correct Work rejected by the Architect or failing to confonn to the requirements of the Contract Documents. whether discovered before or after Substantial Completion and whether or not fabricated. installed or completed. Costs of correcting such rejected Work, including additional testing and inspections and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. S 12.2.2 AFTER SUBSTANTIAL COMPLETION S 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.4. S 12.2.2.2 The one-year period for correction of Work shan be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual perfonnance of the Work. S 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work perfonned by the Contractor pursuant to this Section 12.2. S 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. S 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. S 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. S 12.3 ACCEPTANCE OF NONCONFORMING WORK S 12.3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. AlA Document A201..... -1997. Copyright @19". 1915. 1918, 1925, 1937, 1951, 1958,1961, 1963,1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and Internallonal Treaties. 37 Unauthorized reproduction or dlstrlbUllon of this AlA- Documenl, or any portion of It, may result In Bevere civil and criminal penalties, and will be prosecuted to the maximum extent possIble under the law. This document was produced by AlA software at 13:40:01 on 04/26/2006 under Order No.'0002074'0_' which expires on 11/1812006, and Is nol for resale. User Notes: (1786703576) ARTICLE 13 MISCELLANEOUS PROVISIONS f 13.1 GOVERNING LAW f 13.1.1 The Contract shall be governed by the law of the place where the Project is located. f 13.2 SUCCESSORS AND ASSIGNS f 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. f 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to an institutional lender providing construction financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. f 13.3 WRITTEN NOTICE f 13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the finn or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mail to the last business address known to the party giving notice. f 13.4 RIGHTS AND REMEDIES f 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. f 13.4.2 No action or failme to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. f 13.5 TESTS AND INSPECTIONS f 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections or approvals which do not become requirements until after bids are received or negotiations concluded. f 13.5.2 If the Architect, Owner or public authorities having jurisdiction detennine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner's expense. f 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedmes and compensation for the Architect's services and expenses shall be at the Contractor's expense. f 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. AlA Document A201™ -19117. Copyright @ 1911,1915, 1918,1925. 1937, 1951, 1958. 1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA- Document Is proteC1ed by U.S. Copyright Law and InternaUonal Treaties. 38 Unauthorized reproduction or dIstribution of this AlA- Document, or any portion of It, may result In severe civil and crlmlnal penalties, and will be prosecuted to Ihe maximum extent possible under lhe law. This document was produced by AlA software al 13:40:01 on 04126/2006 under Order No. 1 000207410_1 which e~plres on 11/1812006, and is nol for resale. User Noles: (1786703576) f 13.5.5 If the Architect is to observe tests. inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. f 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. f 13.6 INTEREST f 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof. at the legal rate prevailing from time to time at the place where the Project is located. f 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD f 13.7.1 As between the Owner and Contractor: .1 Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of Substantial Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such date of Substantial Completion; .2 Between Substantial Completion and Final Certificate for Payment. As to acts or failures to act occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of issuance of the final Certificate for Payment; and .3 Mter Final Certificate for Payment. As to acts or failures to act occuning after the relevant date of issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to ron and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of any act or failure to act by the Contractor pursuant to any Warranty provided under Section 3.5, the date of any correction of the Work or failure to correct the Work by the Contractor under Section 12.2, or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner. whichever occurs last. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT f 14.1 TERMINATION BY THE CONTRACTOR f 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: .1 issuance of an order of a court or other public authority having jurisdiction which requires all Work to be stopped; .2 an act of government, such as a declaration of national emergency which requires all Work to be stopped; .3 because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 the Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Section 2.2.1. f 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. f 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead, profit and damages. AlA Document A20pll-1997. Copyright @1911, 1915, 1918.1925.1937,1951,1958.1961,1963.1966,1970,1976, 1987 and 1997 by The American Institute of Architects. All rights reserwd. WARNING: this AlA"' Document Is prolectod by U.S. Copyright Law and International Treaties. 39 Unauthorized reproduction or dlSlrlbullon of this AlA"' Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent posslbla under the law. This document was produced by AlA software aI13:40:0t on 04/2612006 under Order No.t000207410_1 which expires on 11/18/2006, and is 1101 for resale. User Notes: (t786703576) i 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has persistently failed to fulfilJ the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. i 14.2 TERMINATION BY THE OWNER FOR CAUSE i 14.2.1 The Owner may terminate the Contract if the Contractor: .1 persistently or repeatedly refuses or fails to supply enough properly skiIJed workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. i 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Architect that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 accept assignment of subcontracts pursuant to Section 5.4; and .3 finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. i 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. i 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's and Owner's Representative's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shaIJ be paid to the Contractor..If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Architect, upon application, and this obligation for payment shall survive termination of the Contract. i 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE i 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. i 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shaIJ include profit. No adjustment shall be made to the extent: .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. i 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE i 14.4.1 . Notwithstanding anything herein to the contrary, Owner may, in its sole discretion, upon seven (7) days written notice to the Contractor, terminate this Agreement for any reason whatsoever. In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed. and costs incurred by reason of such termination, including a portion of the reasonable overhead and profit allocable to the work executed and costs committed for ordered or stored materials or for restocking charges , based upon the percentage that the cost of the work executed constitutes as compared to the total Contract Amount at the time of the termination. AlA Document A201™ -111117. Copyright <<:l19", 1915, 1918,1925. 1937, 1951, 1958, 1961, 1963, 1966, 1970. 1976, 1987 and 1997 by The American Ins1itute ot Architects. AH right. reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and International Treaties. 40 Unauthorized reproduction or distribution 01 thIs AlA- Document, or any portion 01 It, may result In ..vere civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:40:01 on 04/26/2006 under Order No.1 00020741 0_' which expires on 11/18/2006. and is not for resale. User Notea: (1786703576) i 14.4.2 Upon receipt of written notice from the Owner of such tennination for the Owner's convenience, the Contractor shall: .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be perfonned prior to the effective date of tennination stated in the notice, tenninate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. i 14.4.3 In case of such tennination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such tennination, along with reasonable overhead and profit on the Work not executed. AlA Document A201T11-1997. Copyright @ 1911, 1915, 1918,1925,1937, 1951, 1958, 1961, 1963, 1966,1970, 1976,1967 and 1997 by The American Inst"ule of Architects. All rlghtl reserved. WARNING: This AlA- Document II protected by U.S. Copyright Law end Inlemetlonel Treetles. 41 Unauthorized reproduction or dIstribution of Ihls AlA- Documenl, or any portion of it, mey result In levere civil and criminal penalties, and will be prolleCUled to the maximum extent posllble under the law. This document was produced by AlA software al 13:40:01 on 04/26/2006 under Order No. 1000207410_1 which el<pires on 11/1812006, and Is not for resale. User Notel: (1786703576) Additions and Deletions Report for " TM AlA Document A201 -1997 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below alllext the author has added to the standard form AlA document in order to complete it, as well as any text the author may have added to or deleted from the original AlA text. Added text is shown underlined. Deleted text Is indicated with a horizontal line through the original AlA text. Note: This Additions and Deletions Report is provided for information purposes only and Is not Incorporated Into or constitute any part of the associated AlA document. This Additions and Deletions Report and its associated document were generated simultaneously by AlA software at 13:40:01 on 04/26/2006. PAGE 1 The Rookery @ Marco Clubhouse 3433 Club Center Blvd. Naples. FL. 34114 Cornerstone Real Estate Advisors. LLC One Financial Plaza. Suite 1700 Hartford. CT 06103 The Princeton Companies 36855 W. Main St. PurceIlville. VA 20132 PAGE 11 t 1.6.1 The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service through which the Work to be executed by the Contractor is described. The Contractor may retain one record set. Neither the Contractor nor any Subcontractor, Sub-subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect or the Architect's consultants, and unless otherwise indicated the Architect and the Architect's consultants shall be deemed the authors of them and will retain all common law, statutory and other reserved rights, in addition to the copyrights. All espies af IAsffi-lRleAlG af Servise, exeept the CeRlifaeter's resanl set, sllall be riltlH"ReEl sr sl:lilaely aesellRleEl fer Ie fI:le Arsllites!, eA FBl}liest, \IPSA eampletiaB af fI:le 'Nark. The Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub-subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect's consultants. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' copyrights or other reserved rights. PAGE 12 Addhlons and Deletions Raport for AlA Document A201™ -111117. Copyright @1911. 1915. 19t8, 1925, 1937, 1951, 1958.1961,1963, 1966, 1970, 1976,1987 and 1997 by The American Insl~ute of Architects. All rights rel8l'Ved. WARNING: Thte AlA- Document Is protected by U.S. Copyright L.aw 1 and International Treaties. Unauthorized reproduction or dlstrlbutlon of thla AlA- Document, or any portion 01 h. may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:40:01 on 04/26/2006 under Order No.l00020741 0_1 which expires on 11/1812006, and is nol forresale. User Notea: (1786703576) t 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the Contractor a second written notice to correct such deficiencies within a three-day period. If the Contractor within such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect or failure. SlIell actieR ~y tile O';.'fler aHa am91:1R16 oharged to tile CeRtrllGtar are betH slIbject to prior appreval of the Arohitect. ~ If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. PAGE 15 t 3.10.1 The CSRtRleter, ~raHlpt1y after beiRS aWllfGea . Within Thirty (30) calendar days from the date of the execution of this A~nt. Contractor will orovide Owner with a revised Construction Schedule. reflectine the schedules contained within the A2reement. with additional details as necessary to provide the CaRtmet, shall ~re~are aRa submit Owner with a complete plan for the execution of the Work. This revised Construction Schedule shall: (I) be in a detailed critical path method format settine forth the dates that are critical in ensuring the OWRer's timely and .\rellilest's infeffRatieR orderly completion of the Work in accordance with the requirements of the Contract Documents. (2) orovide a Ceatfaeter's eeastrlletieR ssaeallle fer ~aphic representation in CPM Chart form of all activities and events that will occur durine the nerformance of the Work. (3) contain the same comoletion dates set forth ill the Wark The llefteElllle Owner-Contractor Al!l'eeJIlent: (4) shall not exceed the time limits ~for completion of the Work. or any portion thereof. under the Contract DeSlIftleRtll, Documents unless time extensions are approved by Change Order: (5) shall set forth all activities. by leveVf100r and area for the entire Proiect and shall provide for expeditious and practicable execution of the Work and (6) be satisfactory to Owner. The Construction Schedule shall be uodated and revised bv the Contractor. at lijl~rapriate reasonable intervals not to exceed every month as retll:lffea by the Work is completed and at the reauest of the eaRElitieRs Owner and/or Architect. At Owner's request. Contractor shall provide Owner with an electronic version of the Weflt-orieinal Construction Schedule in Primavera or equivalent scheduling software. including all subseauent schedule revisions and updates (i.e. by disk or CD). Contractor shall not be precluded and Pr-ejeet, shall be related encouraged as necessary to meet the eRure Pr0ject time schedules to the eKteRt work additional hours or days if permitted by local ordinances and other applicable laws. All additional costs required and al:fOOd to in advance by the CORa-aet Deellftleflts, Owner or Owner's Representative and substantiated by the Contractor to meet or expedite the construction schedule shall provide fer ex~eaitimls be the responsibility of the Owner and ~ra6tieable MeeaaeR the Contract Amount will be adjusted accordinelv by Change Order unless any of the additional costs required to meet or the Construction Schedule are caused by the Contractor's inability to provide adequate manpower to meet the ~onstruction Schedule. PAGE 17 t 3.18.1 To the fullest extent pennitted by law and to the extent claims. damages. losses or expenses are not covered by Project Management Protective Liability insurance purchased by the Contractor in accordance with Section 11.3. the Contractor shall indemnify and hold harmless the Owner, Owner's Re,presentative. Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and eltpenses, including but not limited to attorneys' fees. arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death. or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor. anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regaraless af whetller ar Ret sl:Ieh elaim. damage, lass ar e*)3eRse is eallsed in part by a party iBaem:1ifiee herellRder. liable. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 3.18. PAGE 18 f 4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized. the Owner and Contractor shall Additions and Peletlons Report for AlA Document A201.... - 1997. Copyright C191 1.1915,1918, 1925, 1937, 1951.1958.1961.1963.1966.1970. 1976,1987 and 1997 by The American Insl~ute of ArcMeclS. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law 2 and Inlarnatlonal Trealles. Unaulhorlzed reproduction or dlslrlbutlon 01 this AlA- Documenl, or any portion 0111, may result In lievere civil and criminal penallleli, and will be prolieculed 10 the maximum extent pOlislble under Ihe law. This document was produced by AlA software at 13:40:01 on 0412612006 under Order No.1000207410_1 which expires on 11/18/2006, and Is not for resale. User Noteli: (1786703576) endeavor to communicate with each other directly or through the Arehheet Owner's ReJ>resentative about matters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Gwftef.:()wner or Owner's Representative. f 4.2.5 Based on the Af"efiiteet's Architect's or Owner's Reoresentative's evaluations of the Contractor's Applications for Payment, the Architect or Owner's Reoresentative will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. f 4.2.6 The Architect and the Owner's Representative will have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect or the Owner's Representative considers it necessary or advisable, the Architect or the Owner's Reoresentative will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect or the Owner's ReDresentative nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a dut)t or responsibility of the Architect or the Owner's Representative to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. PAGE 19 f 4.2.8 The ~ will prepare Change Orders and Construction Change Direetiyes, IHId Directives. The Architect may authorize minor changes in the Work as provided in Section 7.4. f 4.2.11 The Architect wiD-~ interpret aad deeide RWtllfS s9Re8fl1iRg "llrfeAll8RSe yadllr aRd requirements ef;-of the Contract Documents on written request of either the Owner or Contractor. Upon receipt of such request from either the Owner or Contractor. the Architect shall oromptly notify the non-reQuestinl! Darty in writin~ of the details of such reQuest. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If no agreement is made concerning the time within which interpretations required of the Architect shall be furnished in compliance with this Section 4.2, then delay shall not be recognized on account of failure by the Architect to furnish such interpretations until M-2 days after written request is made for them. f 4.3.2 Time Limits on Claims. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims must be initiated by written notice to the ,\rilhitsst Owner or Owner's Representative. Valid and timely claims made by subcontractors may be considered to be legitimate subcontractor costs under this Article only to the extent that the entitlement and auantum of each subcontractor claim have been researched and validated in writinl! by the Contractor by sil!ning the Subcontractor's Chan~e Order Reauest and the Contractor concurs with the validated subcontractor's DOsition in this rel!ard. The Contractor's validation of the subcontractor's claim shall be made available to the other "arty. Owner UDon written request. PAGE 20 f 4.3.7.2 If adverse weather conditions are the basis for a Gaim for additional time, such Glaim-claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effeet..affect on the scheduled construction. . f 4.4.1 DecisioR €If Arehiteet. ClailBfl, includiag tft9Sll aUegiRg aR errar or OmissioR by The Owner and the A:rehitllet bat llllelYdiRg these arisiRg l:looer Sll6tiaRs HU throygk 10.5, shall be refeR'llEl iRitially Contractor agree to negotiate Claims in ~ood faith. In the :\I'shitest fur deeisieR. AR iRitial deeisien event a Claim is not wholly resolved throul!h negotiation by the Darlies. the Arehiteet skaU be relluiree as a saRdiliioH preeedent te mediation, arbitratiaH or litigatioR of all Claims bet'NeeR Owner and the Contractor shall involve Mr. Jerome Soeltz and Gwnef ari&iag "ReI' Ms. Heather Henning to dill date review and provide final payment direction. If this is due, YRlllSS 39 days kll','e "assed after still not successful. the Claim has beeH refeffee parties agree to submit the ..\rehi~eet claim to mediation in accordance with He deeisieH hll:YiHg beeH reHeered by the ,\rehiteet. The :\I'ehiteet ';AU Ret deeide diSJlYtes betweeR the CeRtraoter !HIe "ersens or eRliities other thaR the OWRer.Section 4.5 of these General Conditions. Additions and Deletions Report lor AlA Document A201'" -111l17. Copyright @ 191 1, 1915,1918,1925, 1937, 1951, 1958. 1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American InstkUle of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law 3 and International Treaties. Unauthorized reproduction or distribution 01 this AlA- Document, or any portion 01 It, may fesult In severe civil and criminal penalties, and will be prosecuted to the m8Klmum extent possible under the law. This document was produced by AlA sol1ware at 13:40:01 on 04/2612006 under Order No. 1000207410_1 which expires on 11/1812006, and Is not lor resale. USlNNotH: (1788703576/ PAGE 21 t 4.4.2 The Ai'elli~eet will review Claims aREI v:ithiR laR days af If a Claim relates to the ~ubiect of the Claim take aHe er mer-e Bf tbe f.eIla'.\'iHg aeaaas: (1) r6qllest additiaRal SUflflertiRg data Ham tile elaimaRt or a resflaRse with Sllflflartiag data from mechanic's lien, the ather flarty, (2) rejeet the partv asserting such Claim mav proceed in whale ar iR part, (3) apflrove accordance with applicable law to complv with the Claim, (4) sllggest a eomflFomis8, lien notice or (5) advise tile patties that tile .\rellitest is IlRahle filing deadlines prior to felielw-tlle Claim if tile Mslliteet laeks sllffieieRt infefflUllieR ta e'/alllate the merits resolution of the Claim by the oarties or if the .\relli~8et eaBe!l,u!es that, iR tile Afelliteet's sale discFeaeB, it vialllEl!:le iBapflTaflriate feF tile :\i'sIlHeet ta reselve the Claim. S 4.4.3 IR evahlatiRg ClailRli, tile Mellite6t may, !:IlIt &Rail Ret \;Ie e\;lligatea ta, 66R6111t ","ith er seek iafermlHieB Ham either parlJ 6F Ham flemeRs '>>itll sfleeiallme'.vledge aT expeFtise wha HlaY assist tke helliteet iB reBEleriag a deeisi6R. The hSRiteet may Feljllest the OWRer to alltherize FeteHliaR af suek perseRs at the OWfler's eXfleRse. S 4.4.4 If the :\rskiteet relJllests a patty ta pre'lide a respaRse la a Claim eF la fllmish 1166ia6Ral SYflpeFtiRg Elata, susk p~' slIall feSflaBEI, \lAtIrlR teR E1ays after reseipt Bf sllsh reljllest, liftS shall either flre'liEle a reSflaRse aR the feljU8SteEI SIlPflaFtiag Qat&, advise the :\FBkiteet wileR the respaRse ar suppartiag data ,,;ill \;Ie flHRiskea ar aavise the MehiteliJt that HO slIfIflartiHg Elata will !:Ie furnished. UPOR Fe6eipt af the FeSflaRSe ar SIlPflertiRg Elata, if aay, tke hemteliJt will eitller rejest eF ~ro...e tile Claim iH \llbale er iR part.an indeoendent ex-pert. 1404.& Tile ..'\fellitest ",;iIl 8Jlpfeve ar Fejest ClaiR15 by woneR Eleeisi6R, wkisll shall state the reaseRs tk6fefar anEl ',rlbiell sllall Ratify the parties af lHlJ ellllftge iR the CaRl:raet Slim ar CaRtraet Time ar Bath. Tile 8JlpFa','al or rejectioR af a Claim by tile :\rehiteet sllall!:le MRlil IIftEl biREliag aR lhe parties !:Iut sllbjeet ta meaiatiaR aRd afbitratiaR. I 4.4.6 WileR a ",,'FitteR E1esisieR ef the Msllilaet smtes tllat (1) the aesisiaR is fiRaI bllt su!:ljeet ta mesialiaR liftS fiitratiaa 8flS (2) a E1emaREI fer arbitraliaR af a Claim ee,>,eres by slIea E1eeisiaR HlYst be mase witaiR 30 says lifter tile Elate as wllish tile party makiRg tile demaas reeeives d\e fiRal wotteR EleeisieR, tileR fail life to EiemLlfls afbitratiaR ':iithiR saia 39 E18j'G' Jl8ried sllall result iR the :\relliteet's desisieR beeemiRg fiRal aREi biRdiRg lIfI9R the OWfler aRa CSRtra9ter. If tlie hsllitest reRears a seeisiaH after arBia-atiaR flraeeeEliRgs lIave !:leeR iRitiated, Slleh seeisiaR may be eBteres as evieeRGe, Bllt sllall Rat sllflersese arbHratioR proeeediags IlRlesB tfle deeisiaa is aeeepta!:lle ta all parties GaR6eFf1ec:1. S 1.1.7 Uj3aR reseillt af a Claim agaiRst the CaRtfaetar ar at aay time tllereafter, the :\rsllitest ar tfle OWRer may, BlIt is Rat obligated la, Boafy tile SlIfety, if 8flY, sf the Rat1:H'-e aRe antallRt sf tae Claim. If tile Claim relates ta a passi!:lility af a CaRa-aeter's defalllt, the ..\I'911i18et ar the Owaer may, bllt is Rat ebligales te, Rotify tfle slIfety ana r8<lU6st the surety's 86sistaRee iR reselviRg tile eefttFa'..efSY. 14.4.8 If a Claim felateG 16 er is the subjest af a meellaRie' slieR, tfle party asSertiRg SileR Claim may praeees iR assersaRes with 8Jlplisal:lle law te samply with the lieR Rolies OF filing seadliRes priar ta r8GellltiaR 6f ~lIs Claim by the Arellit8et, by medialiSR or by aFbitratioR. t 4.5.2 :ffle...Prior to the initiation of any litigation. the parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shalI be filed in writing with the other party to the Contraet aRd witll tile f.merieaR hbitratiaR .^.ssaeialioR. The Contract. Any request may for mediation shall be made eaBellffeRtly ',vitll within a reasonable time after a claim. dispute or other matter in auestion has arisen. but in no case shall the time after the surfacing of the dispute to the filing of Ii aemaRs the request for ar!:litratioR !:Iut, iR suea eveRt, mediation exceed sixty (60) days. The reauest shall proceed in advance of arbitratiBR aF 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. In no event shall the demand for mediation be made after the date when institution of legal or equitable proceedings based uoon such claim, dispute or other matter in question would be barred bv the aoplicable statute of limitations t 4.5.3 :ffle...Notwithstanding the Construction Industry Mediation Rules and any other provisions in this Agreement to the contrary, (i) a mediator shall be a lawyer selected by mutual agreement of the parties within 7 days of a demand for mediation bv a party asserting a disputed claim; and in the event the parties cannot agree on a mediator. Addlllons and Deletions Report for AlA Document A201T11 -1997. Copyright (1:)1911,1915,1918, 1925, 1937, 1951,1958,1961,1963, 1965, 1970, 1976, 1967 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA' Document Is protected by U.S. Copyright Law 4 and International Treaties. Unauthorlzad reproduction or distribution of this AlA' Document, or any portion of It, may resullln severe civil and criminal penalties, and will be prosecuted 10 the maximum extent possible under the law. This document was produced by AlA soltware al 13:40:01 on 04/2612006 under Order No.100020741 0_1 which expires on 11/18/2006. and is nOI for resale. User Notes: (1786703576) each Darty shall sftafe-select a prooosed mediator within said 7 day period and that person shan work with the fRediataT's fee other oartv's selected mediator and IlfIY filiRg fees elltially. The those two shall. within 2 business days. select a third party that is an attorney to serve as the sole mediator: (in the mediation shall be ltekI-convened in the plaee .....lIere location of the Project is leeated, HRless BHetller laeatieR is at the offices of the mediator (or some other mutually agreed lilleR. J'.,gi'e8fHeRki reaslled upon location) within 30 days of the demand for mediation. unless otherwise agreed: (Hi) the' costs of the mediation shall be divided evenly: (jv) in the event the mediation does not resolve the parties' disputes. any party is then free to initiate litigation. at the option of the party first initiating a claim proceeding against the other: and (v) the requirement to mediate shall not be enferaeaele liB SeHlefReRt agt"eefReRki in lieu of or in any eolHt ha>iiRg jurisdietiee tllereef. way limit a party from exercising its rights of tennination or suspension of work on account of a material. uncured breach of this Aareement by the other narty. f 4.5.4 Any written settlement agreements reached in mediation shall be enforceable as settlement agreements in any court havine iurisdiction thereof. S 4.6.1 ..\a:,' Claim This arbitration clause is deleted in its entirety and all references to arbitration shan be deemed to be deleted from the Contract Documents. Notwithstanding anything to the contrary contained in the Contract Documents. Owner and Contractor shall not be required to submit to arbitration any claim or dispute arising out ef..o-1, or related tEl in connection with. the CORl:faet, e}(eept Claims relaeRg Contract Documents unless Owner and Contractor hereafter agree in writing to aeslhetis afrest aRd exeept tllese mY'Ied as pra'Aded fer arbitrate that particular dispute. Such agreement shall not establish an automatic right in SeetiaRs 4.3.1 G, 9.10.4 BHd 9.1 G.S, sllall. after EleaisieR by either party to arbitrate subseauent claims or disputes. During the "\Tehitaet pendency of any dispute. litigation or ~ days after sasfRiSBiell €If arbitration that may have been agreed upon. Contractor shall carry on the ClaifR te Work and maintain the AFelliteet. be sabjeet tEl arbitratioR. Prier te arbitratioR, Progress Schedule notwithstanding the ~ shaY endeavar te reBelye dislllites pendency of any such dispute. litigation or arbitration proceeding. unless otherwise agreed by fRediatiell Owner and Contractor in aseardllftee \'lith tile previsialls af 8eatiaR 4.5. 14.&.2 Claims Rat resel'led by mediatieR shall be decided by arbitratieR ',lillich, HRless tile parties fRutl:lally agree atherwise, shall be iR seeemaRee 'lAth the CaRstrHetieR IRdliSky A:rtIitraeeR RHles of the :\rneriaaR ArbilflHisR ....ssaeiatieR eHl'feRtly iR effeet. The demaRd fer aritia-atiaR shalllle filed iR '.\'flaRg ....Alh the et:fter par~ ta the CeRlfaet aRd with t:fte AmefislHI .\i'bitfl$aR ....ssoeiatiaR. aRd a eepy shalllle filed with the Art1hiteet. i 4.&.3 ^ aeHlliRd fer arBilfatioR &hall Be made witaiR the time limits speeifieEl iR SeetiaRs 4.4.13 aREI 4.(j.l as applieable. ami iR ather eliBes .",1jthiR a reliBaRaele time after fue ClaifR has anseR, and iR RS tWeRt shall it be made a~er the Elate wheR iRstitutiaR 8f legal ar 8l:lHitaele proseeaiags based aR sash Claim waHlEl be barred Ily tbe Bfll'lisaele Gtatate eflifRitatieRG as E1eterfftiReEl pYfSliaRt te SeetieR 13.7. i 4.&.4 LimHatieR aR CORsslidatiaR ar JeiRaer. ~Ie arbitratieR arisiRg eat ef 8r relatiRg t8 the Cafttrast shall iRelHEle. by eaassliElatisR ar jaiRder sr iR any ether maRRer. tile f.J'6ftiteet, tAe Arehiteet's emplayees ar eaRsaltllllts, elleept BY 'lIritteR eaRGeRt oelltaiRiag specifie refereRse t8 the Agreement aRd sigRed by t.l\e .\rohitect, O\Vfler. Ceatraetor anEl aRY ether perseR er eRtity seaght te Be jeiRed. N8 arbilfatiea shall iRehil:le, Ily sSRssliaatisR sr jeiRaer ar iR BHY ather maflBer, parties ather thaR the O'....Rer. CeRlfaetElr, a separiKe SSRa-aeter liB aesefilleEl iR ....rtiele (j llfIa sther perseRs saestllfttially iR\'el...ea iR a eemmeR lltiestieR sf filet ar la'll wllaGe pr-eseRee ia rel:lHirea if safRplete relief is tEl be seasrdea iR arbitratieR. Ne perseR or aRtity ather thaR the O'Nfler. CeRtracter ar a separate eeRlfaeter as aeseribea iR ..'Jtiele 13 shall be iRc1uElea as aR origiRaI thir-d party er additieRal tIIifd party ta BH arbitratieR \vbese iflterest Sf respeRsibilit)' is iRsHbstaRtial. CSMeRt ta arbilfatiaR iRvalviag IlfI adaitieRal perGeR ar aRtity shall Rat eSRstiklte seRBeRt te arbia-atisR af a Claim. Rat t:leseribed thereiR af ';.<4th a parsall eT eRtity Ret Ramea ar deseribed t:ftereia. The feregaiRg agr-eefReRt te arBilfate aREI ether agpsemeats ta aFbilfate with BH additieRal persaR ar aRti~ dlily eeR&eRted te by parties ta the :"greefReRt shall be spesifieally eaforeeaele HaGer applieable law iR aRY eeYrt ha':iRg jHftsaieaeR thereef. S 4.&.6 ClaiHlS ana TifRely ....sseItisR ef ClaifRG. The party BliRg a Retiee €If demaRt:I fer arbia-aBeR fRliSt asseFt iR tile dem.aRd all Claims theR kRSWH ts that Jlarty OR whieh arllitratieft is peRRitted te be demanEled. 14.&,& Jl:IdgmaRt aft fiRal Award. The a'.vard reHdereEllly the arbilfater ar arBilfatBfs shalllle fiRaI, anajHdgmBRt may be eRterea HJleR it iR aos8rdaRse with al'plieallle law iR aay selirt ha\'iRg jl:lrisdieasR thereaf. writing. Additions and Deletions Report lor AlA Document A201.... -1997. Copyright @1911, 1915. 1918, 1925, 1937, 1951, 1958. 1961. 1963. 1966, 1970, 1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law 5 and International Treaties. Unauthorized reproduction or dlstrlbullon of this AlA- Document, or any portion of II, may result In severe civil and criminal penallles, and will be prosecuted to the maximum extent poSSible under the law. This document was produced by AlA software at 13:40:01 on 04126/2006 under Order No.1 000207410_1 which expires on 11/18/2006. and is notfor resale. User Notes: (1786703576) PAGE 22 i 5.2.1 The Owner shall have the right but not the obli~ation to review the trade subcontract bids to the Contractor and to participate in the subcontractor scope review meetings and negotiations sessions. Unless otherwise stated in the Contract Documents or the bidding requirements. the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner threagh the .'\fehileet the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The "\Feflileat Owner will promptly reply to the Contractor in writing stating whether or not the Owner ef lhe .'\fehiteet, . after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or N"Bhiteet to reply promptly shall constitute notice of no reasonable objection. 65.2.5 The Owner shall have the right but not the obligalion to review the proposed trade subcontract tenns and conditions to be provided bv the Contractor. and can make whatever modifications that the Owner feels are necessary in order for the Owner to be satisfied with the content of the final trade subcontract. The Owner shall have the right. but not necessarily the obligation. to review and approve the scope of work definitions contained within each of the trade subcontracts. and upon reasonable 'Written notice. to review in a timely manner the daily correspondence between the Contractor and the trade subcontractors. PAGE 23 i 5.4.1 BasR sllBsefltfaet agreemeHt fer Ii pertieR of the Werk is assigReEl BY the Cantraetar te tile OWBer praviEled tfilw.. .1 a&signmtlRt is effeeH'/e aRly after All subcontracts and material purchase ll2l'eements shall be assignable to Owner without any change in the Price or scope. in the event of any termination of the Allreement. all .!y the CeRlFast oDtion of Owner. Contractor shall include provisions to this effect in all subcontracts and material purchase a2feements, either by specific wording or by reference to this contract orovision. and all subcontracts shall provide that: (i) they are subiect to the Ov.'iler fer sallse IllHsllant provisions of this AlJreement. and (iD any liens filed by a subcontractor orior to subcontracts beine assigned to ~ ~the Owner, will be immediately bonded off by the Contractor. and aRly far these sllBBantraElt agreemeRts ",:hiBh llill.in the event this AllI'eement is terminated, thev mav be assumed by Owner 8eeBplS hy Ratifying without additional cost beyond that actually incurred to the SllBeenB'aetar date of termination, and CaRl:Faetar ili1 in v.rriting; the event this AllI'eement is terminated. they shall assilffi their bonds to Owner. and (v) that all warranties shall inure to the benefit of Owner and Owner's assilffiees. Owner shall be deemed to be a third Darty beneficiary of all such subcontracts and .2 assigRHleRt is sabjeet material purchase 82feements. Owner shall be responsible to Day all iustified costs or invoices billed to the Contractor after the prier rights date of termination for work or materials or eauipment provided or purchased but not billed to the sllrety. if any, aBligaleElllREler haREI relaling Contractor orior to the Cent:raet. i &.4.2 Vllen sllell a&signHleRt, if thB Werk has beeR SllSpSRatla fulr HI81'S lhaa 3Q days. ilie Sllboont:raetar's sSRlfIensalieR shall Be e(j1.iitaBly aejllsteEI fer iRBreases ia eest reslIltiRg freHl the Sll8J3eRsieR.~ termination. PAGE 24 i 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Arehiteet; Architect or Owner's Representative: a Construction Change Directive requires agreement by the Owner and Architect Q!. Owner's Reoresentative 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. 67.1.3.1 The initiation of chanee orocessine can be accomplished by either the Owner or the Contractor issuing a Chanee Order Prooosal. If initiated bv the Owner. the Change Order Proposal shall be considered to be a request for Addlllons and Deletions Report for AlA Document A201'" -1997. Copyright @ 19t 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963,1966, 1970, 1976, 1987 and 1997 by The American Institute of Archhects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law 6 and Internallonal Treaties. Unauthorized reproduction or distribution of this AlA- Document, or any portIon of 11, msy resul1ln severe civil snd criminal penalties, and will be prosecuted to the maximum elttent possible under the law. This document was produced by AlA software at 13:40:01 on 04/2612006 under Order No.1 0002074'0_' which expires on 1111812006, and is not for resale. User Notes: (1786703576) oricing for a soecific change in the Work. If initiated by the Contractor. the Change Order Proposal shaH be considered to be a reQuest for additional compensation for a soecific change in the Work. If a Change Order Proposal is initiated by the Contractor. the Change Order Proposal shall be accompanied by adequate supporting information to allow the Owner to evaluate the Contractor's entitlement and oricing of the proposed change in accordance with Section 7.1.4.6 below. f 7.1.4 The reasonable allowance for overhead and profit combined. that can be included in the total cost of the Change Proposal to the Owner. shall be based on the following: .1 For the Contractor, for any Work performed by the Contractor's own forces. five percent (5%) of the cost plus the actual cost of general conditions. if any. .2 For the Contractor. for Work performed by the Contractor's Subcontractor. five percent (5%) of the amount due the Subcontractor plus the cost of general conditions. if any. .4 Cost to which overhead and profit is to be applied shall be determined in comoliance with SectioDS 7.3.6,1 through 7.3.6.5. .5 In order to facilitate checking of quotations for extras or credits. all proposals. except those so minor that their propriety can be seen by inspection. shall be accompanied by a complete itemization of costs including labor. materials and Subcontracts. Labor and materials shall be itemized in the manner prescribed above. Where maior cost items are Subcontracts. thev shaH be itemized also. In no case will a change involving over $1000.00 be approved without such itemization. S 7.2.1 A Change Order is a written instrument prepared by the Owner or the i\rehiteet Contractor and signed by the Owner, Contractor and .^.rehiteet, Architect or Owner's Reoresentative. stating their agreement upon all of the following: PAGE 25 .1 a definition of the change in the Work; and .2 the amount of the adjustment, if any, in the CeRtfltet gym; ~ and .3 the extent of the adjustment, if any, in the Contract +ime,.Time; and .4 that all work affected by the change shall be included in the Change Order Request. Each Change Order constitutes a full and complete settlement for all of the direct and indirect costs and schedule extension that are associated with the scope of the Work identified within that Change Order unless the Owner or Owner's Representative agree to accept reauests for approving a portion of the total cost for a change in order to facilitate timely payment to the Contractor and his Subcontractors for their portion of the work. Consideration shall not be given at a later date for additional direct or indirect costs or time not made a part of the ori2inal Change Order request. PAGE 26 S 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work that affects the critical path of the Project by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or Acts of God. or by labor disputes, fire, unusual delay in aeli...eries, deliveries.. unavoidable casualties or other causes beyond the Contractor's control, or by delay authorized by the Owner pending meaiatioR aHa arbikatioR, negotiation. or by other causes which the .\fehiteet Owner determines may justify the Proiect's delay, then the Contract Time shaH-may be extended by Change Order for syeh reas6Roole tilfle or Construction Chanl!e Directive. as determined by the Nehite6t may E1etemliR8.0wner or Owner's Representative. PAGE 27 Additions and Deletions Repon lor AlA Document A201'M -1997. Copyright @1911, 1915, t918, 1925, 1937,1951,1958.1961,1963.1966.1970, 1976. 1987 and 1997 by The American Institute of Architects. All rights resBMld. WARNING: This AlA- Document Is protected by U.S. Copyright Law 7 and International Treatlas. Unauthorized reproduction or dlstrlbutlon of this AlA- Document, or any ponlon 01 It, may resul1ln severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under tha law. This document was produced by AlA softwara at 13:40:01 on 0412612006 under Order No.1000207410_1 which expires on 11/18/2006, and is not for resale. User Notes: (1786703576) S 9.2.1 Beiere tke first .^43fllieatiaB fer PaymeBL, ~e CeRwetar shall submit ta the .."cakitest a sakeatHe sf v&lues aU13sateEl te variaes peflieRs 13f the Wark, prepares iB sueh fal'fll aaElsuwerted by sueR Elata Ie saestaRHate its ass\lfOOY as the .'\rahitest may reEluir8. This seheaule, IIBless abjeateEl Le by the .'\rehHeet, shall be IIsea as II basis fur re...iewiag tfle Caalfaeter's AppliaatieRs fer PaymeBt. f 9.2.1. Within ten (l0) calendar davs of the date of the signine of the Agreement or before the first Application for Pavrnent: whichever occurs first. the Contractor shall submit to the Owner a schedule of values allocated to various portions of the Work. prepared in such form and suooorted by such data to substantiate its accuracy as the Owner may reauire. The format and level of detail contained in the Schedule of Values shall be subiect to aooroval by the Owner. This schedule. unless obiected to by the, shall be used as a basis for reviewing the Contractor's Applications for Payment. S 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect or Owner's Representative an itemized Application for Payment for the percentage of operations completed in accordance with the schedule of values. Such application shall be Botari~ea, ifreElllireEl, notarized and supported by such data substantiating the Contractor's right to payment as the Owner or Architect or Owner's Representative may reEluH:e, susk as sapies reQuire or is required by Section 12 of requisitieBs frem SlibeeRlFaetars the Construction Contract, and material slIPflliers, aac:l reflecting retainage if provided for in the Contract Documents. . 9.3A An AP.vlication for Payment shall include lien waivers and releases. or such other documentation as the Owner mav require, evidencinl! oayrnent to all Subcontractors to the extent to which the Subcontractors were entitled to be ?aid from the orior Apolication for Payment. as set forth in Section 9.6.2. Contractor hereby agrees to look solely to Contractor's lien rights under the Horida Construction Lien Law in enforcinl! any lien rights which Contractor may now or hereafter have. The parties acknowledge and a2Fee that anv such construction lender or the Owner may reauire that their avoroval be obtained in connection with matters calling for only the Architect's approval under the Contract Documents: in such event the Owner's approval/requirements shall prevail. PAGE 28 S 9A.1 The Architect or Owner's Representative will, within seven days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect or Owner's Reoresentative detennines is properly due, or notify the Contractor and Owner in writing of the Architect's or Owner's Reoresentative's reasons for withholding certification in whole or in part as provided in Section 9.5.1. S 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect or Owner's Representative to the Owner, based on the Architect's or Owner's Representative's evaluation of the Work and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's or Owner's Reoresentative knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the .\fehiteat. Architect or Owner's Representative. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect or Owner's Representative has (I) 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 Contractor has used money previously paid on account of the Contract Sum. S 9.5.1 The Architect or Owner's Reoresentative may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's or Owner's Representative's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect or Owner's Representative is unable to certify payment in the amount of the Application, the Architect or Owner's Reoresentatlve will notify Additions end Deletions Report for AlA Document A201.... -111117. Copyright @1911, 1915, 1918,1925,1937, 1951, 1958, 1961, 1963, 1966, 1970. 1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA- Oocument Is protected by U.S. Copyright Law 8 and Internetlonel Treaties. Uneuthorlzed reproduction or distribution of thlll AlA- Document, or any portIon of It, mey result In severe civil end crlmlnel peneltles, and will be prosecuted to the maximum extent possible under the law. This documenl was produced by AlA software at 13:40:01 on 04126/2006 under Order No.100020741 0_1 which expires on 11/18/2006, and Is not for resale. User Notes: (1786703576) the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect or Owner's Reoresentative cannot agree on a revised amount, the Architect or Owner's Representative will promptly issue a Certificate for Payment for the amount for which the Architect or Owner's Representative is able to make such representations to the Owner. The Architect or Owner's Representative may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's or Owner's Representative's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of: .6 reasonable evidence that the Work will not be completed within the Contract Time, aIId that the lHlpaiS halaaee wallIs Ret he aSeEJHate ta sever aetlllll or liqllidates E1amageB fer the anticipated delay; Time; or PAGE 29 i 9.6.1 After the Architect or Owner's Representative has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Mehitect.Architect or Owner's Reoresentative. i 9.6.3 The Architect or Owner's Representative will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect or Owner's Representative and Owner on account of portions of the Work done by such Subcontractor. i 9.6A Neither the Owner nor Architect or Owner's Reoresentative shall have an obligation to payor to see to the payment of money to a Subcontractor except as may otherwise be required by law. i 9.6.7 Ualess the Contractor prao:iEles the Owaer with a paymsat haRd shall ensure that no construction liens. or any encumbrances in the filII peDal slim af the Ceatraet SHfR, p&yfBcats received hy the CeatrlWtar fer Werk preperly pet:fel'Rletlhy SlIllceatrlWtafB aIId sl:IJlpliers nature thereof or any other encumbrances whatsoever (including equitable lien claims). shall be kekJ-filed or maintained by the Coalra:eter fer these SlIheeatraetem Contractor. or bv anv subcontractors. sub-subcontractors. materialmen, laborers or slIppliers wha perfeFfRed other lienors (each. a "Lienor") in connection with any Work for which Owner has made oayment or flll'flisheEl fftaterials, for which payment is not yet due. Contractor shall have the unconditional obligation to notice or bath, Hader eoatraet 'IAth transfer any such lien to bond. As a condition to the receipt of each progress payment from the Owner. Contractor must furnish a release of lien from each Lienor. for ',l:hieh paymeat was made by the amount of the OWRer. Nethiag eeataiRed hereiR shall feflHire meRey te he J3laseEl previous month's oayment. in the statutory form. to~ether with a seJ3llfale aeeoHRt oartial Contractor's affidavit and aet eemmiagleEl with fftaaey release of lien in the Caatraeter, shall erBate allY ftElHeiary liability er tort liability ea statutory form. Further. as a condition to the J*ifl-:receipt of the Final Payment. the Contractor for hreaeh shall orovide Owner with a final release of lien from each Lienor. in the statutory form. Each release of tRl6t-ef-lien given to the Owner shall effiitle..waive and release any persall af eRtily lien rights of the Lienor to the extent payment is made with respect to all award anv Work performed through the date of ~ damages agaiRst the Ceatraetar fer breach af progress oaVInent to which the FeE)lIiFefRBRts af this pro'lisieR.lien release apolies, ~ 9.6.8 Contractor agrees to indemnify. defend and hold the Owner harmless from and against any and all liens or other claims whatsoever filed against the Owner or Owner's prooerty by any Lienor for work perfonned or materials or services furnished in connection with Work for which Contractor has been paid or for which payment is not vet due at the time the lien is filed. In the event a claim of lien is filed against the Owner's property. the Contractor shall cause the same to be satisfied within fifteen (15) days following the date of filing. or in the alternative. shall cause the claim of lien to be noticed or transferred to bond. In the event any liens are not cleared of record within fifteen (15) days of filing. Owner shall have the right to settle. satisfy or bond-off such lien at Contractor's cost and expense and off-set the cost against the next payment due to Contractor under the A3I'eement. and Owner shall be entitled to all other remedies available at law or in couity. The provisions of this Section shall be deemed an independent covenant of the Contractor and shall be effective with resoect to all work oerfonned and materials or services furnished under any Change Orders between Owner and Contractor or any other agreement for extra work with respect to the Proiect. Additions and Deletions Report lor AlA Documen1 A201TU -1997. Copyright @1911, 1915, 1918, 1925, 1937, 1951,1958,1961, 1963, 1966, 1970, 1976.1987 and 1997 by The American InslhUle of Architects. All rights reserved. WARNING: This AlAe Document Is protected by U.S. Copyright Law 9 and International Treaties. Unauthorized reproduction or distribution of this AlAe Document, or any portion 01 It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:40:01 on 0412612006 under Order No.1 00020741 0_1 which expires on 11/1612006, and is not for resale. User Notes: (1786703576) PAGE 30 f 9.8.1 ~ Substantial Completion for the Project or a portion of the project when the proiect has more than one substantial completion ohase is the date that the ~Temporary Certificate of Occut>ancy ("TCO") is issued for the ~regress entire Proiect or a portion of the oroiect by the local code officials. and the Work is sufficiently comolete to be accepted by the Owner. A TCO shall be one. but not the only indication of Substantial Completion, If the TCO is delayed for any reason whatsoever beyond the Contractor's control. then the Substantial Completion date for the imoacted area shall be the date when the Work or designated portion Hiefeef-thereof. is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. f 9.8.3 UJlaR reeei~t . hnmediately orior to the time when the Contractor obtains a certificate of occupancy for the Work or for a nortion of the Work within the Proiect and an other required approvals from governing authorities and delivers cooies of same to Owner. and prior to Owner occu,pyine: the CORtractar's list, building or nortion of the building. Owner. Architect and Owner's Reoresentative and Owner's Consultants will ma*e-inspect that oortion of the Work and ~ an additional list of the remaining apoarent defects and deficiencies in the construction of workmanship of the Work (the "Owner's Punch list"). Prior to the first Punchlist inspection ta E1et8fR'liRe whether the :wefk..Owner or E1esigaateEl ~artiaR tRereafis sullstaRtially eam~lete. If Owner's Representative shall orovide a list of Owner's Consultants and Representatives who will perlonn the f.F6Riteet's iRspeetiaR E1iselases Punchlist insoection. The Owner's Punchlist shall incoroorate any item, 'IIRether ar deficiencies that were originally identified by the Contractor h!!! not iRcluEleEl es yet satisfactorily resolved, A copy of the Owner's Punchlist shall be provided to Contractor for immediate correction. Contractor shall have five (5) working davs (unless the Casli'aeter'slist, work required is of such a nature that it cannot reasonably be completed within 5 working days in which is set suffieiesuy case Contractor shall immediately commence the correction of the item in auestion and complete same as soon thereafter as reasonably possible. but in any event within 30 calendar days) after delivery of the Punchlist within which to correct all items. After said five (5) working day period (as such time may be extended in accordance with the CeRtraGt DaelHReRts sa that precedilll! sentence). and regardless of the status of Punchlist completion, Owner can ae6HPY Qr 111:iline shall perfonn another walk-through of the Work to uodate the Punchlist. During the walk-through. the Punchlist shall be revised (includin~ any new items identified by the Owner. Owner's Consultants or E1esigaateEl ]lartias thereaf Far its isteREleEl ti!l&;-Owner's Representatives at the time of this walk-through which will be listed as warrantee items). If the rectification of the items on the Punchlist is not complete, Contractor sRall, before issuaRee will be allowed two (2) additional working days to complete the Punch list. Thereafter. if necessary. a third and final walk-t1lfough inspection will be conducted by Owner. Architect and Owner's Representative (i.e. seven full working days after the Punchlist is delivered to Contractor) and any Punchlist work remaining after the third walk-through mav. at Owner's option. be completed by Owner and any costs incurred by Owner (including supervision. subcontractor labor. materials. equipment and other miscellaneous expenses) will be charged to Contractor, At Owner's election. Owner may withhold from the Final Pavrnent not less than 150% of the Certifieate af Sullstaatial Cem]lletieR, cost to complete all unfinished Punchlist items (as detennined by Owner or eeffeet sueR item UpOR RetifieatiaR by Owner's Representative and Contractor) until the Architect. IR SlieR case, work has been completed to Owner's. Owner's Representative's and Architect's reasonable satisfaction. If. after Substantial Completion of the Proiect. Owner and Contractor have a disoute as to the fact of comoletion of the Work and oerlormance of the Contract. then the unoaid balance of the Cost of the Work and the Contractor's Fee shall theR sllbmit Q reEluest be clue thirty (30) days after Contractor achieves Final Completion of the Proiect (except for aRotRer iRSj:leGtiaa the disputed Punchlist items). less an amount eQual to 150% of the reasonable value (as detennined by the Arehiteet ta E1etermiRe SubstaRtial C9~lel:iQR,Owner or Owner's Representative and Contractor) of all Punchlist items in dispute between Owner and Contractor and/or Contractor and any subcontractor. In no case shall final payment be made until all Punchlist items have been completed and all mechanical. electrical. plumbin~ and life systems and equipment fully operational. PAGE 31 f 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. Any work that the Owner. Architect or Owner's Representative discovers that is not in compliance with the reauirements of the Contract Documents will be added to the Punchlist or Warrantee Items list if the first Punchlist inspection process has been completed and the Contractor will be notified, ReQuired warranty durations as defined elsewhere within the Agreement or General Conditions shall begin when the building is approved for occupancy by the governing Addition. .nd Deletion. Reporllor AlA Document A20r"'-1997. Copyright @191', 1915, 1918,1925,1937,1951,1958,1961,1963,1966,1970, 1976, 1987 and 1997 by The American Inst~ute of Arch~ects. All rlghll reserved. WARNING: This AlA- Document Is protected by U.S, Copyright Law 10 and International Treaties. Unauthorized reproduction or dl.trlbutlon of thl. AlA- Document, or any porllon of It, may rewlt In severe civil and criminal penalties, and will be prosecuted to the maximum extent pOSSible under the law. This document was produced by AlA software a113:40,01 on 04/2612006 under Order No.1000207410_1 which expires on 11/1612006, and is not for resale. User Notes: (1786703576) authorities and the building or portion of the building is accepted by or occupied Owner. If a portion of the building is lW-proved for occupancy and is ready for use by the Owner before the entire building is aoproved for occupancy then the warranty period start dates will match the dates each portion of the building was approved for occupancy and is accepted or used bv the Owner. '9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the ~ (I) aa-a final affidavit complying with Florida Statutes. that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such fonn as may be designated by the Owner. In addition, the Owner also requires that en a Certificate of Final Payment has been issued by the Architect. (iD all "punchlist" items have been fully com,pleted to the reasonable satisfaction of Owner and Architect (exceot for disputed items). (iii) the final certificate of occupancy or completion and all [mal governmental and utility authority pennits have been issued. (iv) Contractor has delivered to Owner all previouslY undelivered manufacturer and subcontractor guarantees and warranties; (v) Contractor has delivered to Owner release of lien as well as satisfactions of lien for anv claims of lien filed on account of the Work (unless transferred to bond by Contractor). and such other affidavits. waivers and releases as Owner. the Owner's lender and its title insurer may reasonably require in order to assure lien-free completion of all of the Work (including any eauitable lien claims). subiect to the condition that the final payment being made to the Contractor is paid within the aforementioned time period: (vi) Contractor has delivered to Owner and Architect "as built" drawings for the Work detailing all changes or deviations from the original Contract Documents: and (vii) Contractor has fully cleaned and restored the site with res,pect to all of the final punchlist work including. without limitation. removal of all excess materials. rock. sand. paving and miscellaneous debris. supplies. CQuipment and trailers: (viii) all temoorary utilities are disconnected; and (ix) Contractor has comolied with all other reauirements of the Contract Documents. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indenmify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. PAGE 32 !i 9.10.6 Owner shall have the right to make payment (either directly or by joint or multiple party check) to any lienor listed on Contractor's partial or final affidavit as unpaid. or any other lienor who has given written notice to Owner or whose existence is otherwise known to Owner. Owner shall not directly pay any lienor for claims of lien which have been transferred to bond. Contractor shall be a party on all ioint or multiple party checks issued by Owner and Owner shall notify Contractor of his intention to issue such multiple party check or checks prior to the writing of any multiple party check. Endorsement by any payee of a joint or multiple party check shall be deemed payment to that party for the full amount of the check. Contractor's acceptance of the Final Payment shall release Owner from any fw1her liability for any additional paYments or comoensation in connection with the construction of the Work. unless otherwise a.2feed in writing at that time. 69,10.7 All aoolicable orocedures defined in Section 9.10 shall apply to anv close-out of "early completion" subcontracts. PAGE 34 S 11.3 PROJIiCT MANAGiMIiiNT PRO-TIiCTIVi LIAIiiILITY INSUAANCIi t 11.3.1 OfltiaHally, the OWflllr may Fe~Hir-e lite Contractor to plll'chase and maintain Project Management Pr<Jtectiv6 Liability iHsuranse fram the ConlFaetar's usual saurees a6 JlRmary eayeFage far the OWfler's, Canlraetar's aRd i\rehiteet's ,..iearioHs liability fer saaSIrHetiaa 9peraaaRs under the CaHIrIlGt. URless athervAse reEluirea by the Canlraet DaeumeRts, the Q'}iRer shall reimburse the CantfllGtar by iHereasiRg the Cantraet SHffi ta pay the east af pUF6Ra&ing ana maintaiRing sueh aptienal insuranell coverage, and the CenlraGtor shall not bll reSfJonsible for Jlllrshasing any ether liability iRSllFaRSB an behalf af the O'Naer. The miaimem limit!; af liability Jlllf6hasea with Addlllons and Deletions Report for AlA Document A201.... -1997. Copyrlghl @1911, 1915,1918,1925, 1937. 1951, 1958,1961, 1963, 1966, 1970, 1976,1987 and 1997 by The American Insthule 01 Architects. All rights reserved. WARNING: This AlAe Document Is protected by U,S. Copyright Law 11 end International Treaties. Unauthorized reproduction or distribution of this AlAe Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum ex lent possible under the lew. This document was produced by AlA software at 13:40:01 on 04/2612006 under Order No.10oo207410_1 which expires on 11/1812006, and is not for resale. User Notes: (1786703576) sooheaveI'age 6\:1all be allY&l. ta me aggregate ef U1e limits rallYi~d far Cealt"aeter'6 Liability IasYFaRee HRaer Seetieas 11.1.1.2 threlJgR 11.1.1.5. 111.3.2 Te the exteat aaHIages Il:I'e eave~d by Prajeet Managemeat Prateetive Liability iaslH'aRee, me O'.vBer, CeRl:f8eter and .'\i"e\:liteet waive &1.1 Fights agaiast eooh amer fer damages, eKe8jJt SHah rig\:lts as they may have ta the preeeeds af syeh iaSIJfLHlea. T\:Ia paliey shaH previde far sHeh wai'lers af sHbragatiea B)' eadarsemeat ar otherwise.NOT USED. PAGE 35 111.3.3 The O'.VBer s\:lall Ret relll:lire tae Coalf86ter to iRElIlJde the Owaer, 1\rehiteElt ar amer perseas ar entities as adaitiaRaI iafllJftlds aa me CaRtrlitltar's Liabili~ lRsYfallee ea'.'er-age uader SeetiaR 11.1. S 11.4.5 If aHriag tae Prejeet ElaHBtryetieR peried tae O'Naer iasHres praperties, re&l. ar perseaal ar bath, at ar aajaeent to th8 sit8 by pFaperty iRSYfallee Haaer polici8s separat8 Ham these iasHring tile Prajeet, ar if after Haal payment prape~ iaSHraHee is ta be pfevidea on the eElfflJlleted Prajeet thraygh a policy ar pelieies ather than these iRsunHg me Prajeet aHring tae eensneaOR period, tfie O'l/Rer sltaH waive all rights iR aeeaRlanae ,lid! dIe tefHls af Sectiea II .1.7 fer dlHftages alHlsea by f1~ ar ather elHlses ef less severed by this sElflaFate pfepefty iRsHranee. All sepafate palieies shall previde this waiver of slJbregatiaR by eRGOrSement ar ether-vise.NOT USED. . PAGE 36 111,&.1 The OWRer sh&l.l he-'le dIe right te ~ElYire the CeRtrootar te flJfmsll beads aayeriag faithfHI perfarmaRee af die CSRtr-aet aDd paymeat ef ebligatieas aflSiRg tllerelHlder as stipYlatea ia eidEiiRg re"llJifemeats ar speeiHe&l.ly ~Elyi~E1 iH the Cenwet DeeHments ea the aate af elleeYtiaa af the Ceaa-aet. Not used 111,&.2 Upaa the r811lJest ef IHIY perseR ar emity &flfl8ariag te be a pateRtial beHefieiar)' af eeRds eavering payment ef ebligat:ians arisiHg HRder tile CeRtfaet, the Centraeter shall flr13ff1Jltly fymish a aeflY af the bands ar shall permit a eepy ta ee made. PAGE 40 S 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's and Owner's Representative's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Centfaetar. If Contractor..lf such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Architect, upon application, and this obligation for payment shall survive termination of the Contract. S 14.4.1 :J:he-. Notwithstanding anything herein to the contrary, Owner may, iH-in its sole discretion, uoon seven (7) days written notice to the Contractor. tenninate this AllI'eement for any time, teffilinate reason whatsoever. In case of such termination for the Owner's convenience. the CORtrllGt Contractor shall be entitled to receive payment for Work executed. and costs incurred bv reason of such termination. includinl! a portion of the reasonable overhead and profit allocable to the O\lVfler's aenveRieaee work executed and withal:lt eal:lS8.costs committed for ordered or stored materials or for restockinl! charges. based upon the percental!e that the cost of the work executed constitutes as compared to the total Contract Amount at the time of the termination. Addldons end Deletions Report tor AlA Document A20"'''-llala7. Copyright @191', 1915, 1918, 1925, 1937. 1951,1958,1961.1963,1966,1970, 1976.1987 and 1997 by The American Instilu1e ot Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Lew 12 end Inlernatlonel Treetles. Uneuthorlzed reproduction or d1strlbU1lon of this AlAe Document, or any portion of II, mey result In severe civil end crlmlne' peneltles, end will be proseculad to the mexlmum extent possible under the lew. This document was produced by AlA software at 13:40:01 on 04126/2006 under Order No. 1000207410_ 1 which expires on 11/18/2006, and Is not for resale. User Notes: (1786703576) Certification of Document's Authenticity AIA@ Document 0401 ™ - 2003 I, ,hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 13:40:01 on 04/26/2006 under Order No. 1000207410_1 from AlA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AlA ~ Document A20 I ™ - 1997 - General Conditions of the Contract for Construction, as published by the AlA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) AlA Document 0401111 - 2003. Copyright iO 1992 and 2003 by The American Insmute of Archltecls. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA- Document, or any portion of It, 1 may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:40:01 on 04/26/2006 under Order No.1 000207410_1 which expires on 11/18/2006, and Is not for resale. User Notes: (1786703576) EXHIBIT 'A' Scope of Work Clarifications The Rookery @ Marco Clubhouse Scope of Work Clarifications: General Conditions . Includes administrative and field labor costs, blueprinting, general layout, construction trailer set-up expense, site phone, sanitary facilities, temporary electrical hook-up, frrst-aid supplies, general clean-up, construction cleaning sub-contractor, dumpsters, field office supplies, trailer rental, small tools and out of house equipment rentals, material testing. . Utility hookups only (power and water) to Owner provided trailer (for use as the Golf Shop during construction), and existing cart storage located in the basement which shall remain with some modifications. . Safety access as required for members between golf shop, cart storage and golf course for duration of construction. o Excludes cost of electricity and cost of water. water meter fees o Excludes buildin2: permit. impact fees. builder's risk insurance. bid bond o Excludes threshold inspector Sitework & Undenround Utilities . Work to be performed in accordance to Hole Montes Civil plan dated 10/04/04 1/20105. . Demolition of existing building to be renovated including temp enclosures, temp roofing, concrete and CMU removal, coring, structural steel modifications, shoring, and steel rework. . Demolition of existing mechanical, electrical, and plumbing in the existing building as required to meet the intent of the plans. . Demolition of building walls ceilings, flooring as required. . Demolition of exterior paving in new building footprint and at front entrance. . WATER: Supply and install only: piping, fittings, hydrants, PIV's, accessories, etc. to install site water, domestic water to building, and fire protection to building including relocation of yard hydrant. NOTE: EXCLUDES ALL water work associated with the irrigation system. . SEWER: Supply and install piping, fittings, valves, accessories, etc. to complete the new proposed septic ,system including pump station and 1250 gallon grease trap as shown on plan. . STORM: 280 If of IS" RCP pipe, two (3) catch basins, . SITE ELECTRIC: EXCLUDED - NOT SHOWN ON PLANS . GAS: EXCLUDED - NOT SHOWN ON PLANS . Excavation, backfill, and fme grade for concrete work. . Remove existing as follows: grease trap, building septic system and drain field, trailer septic. . Earthwork for new parking lot including Type "0" curbing, stabilized compacted subgrade, and asphalt. . All concrete sidewalks shown on plan and new transformer pad . Eighteen (18)Site lighting bases . Eighty (80) wheel stops. . Striping per plan . Water feature per plan o Excludes removal and relocation of existin2: transformer or installation of new transformer includin2 all associated primary and secondary work o Excludes site Gas 1 OF 6 o Excludes landscapint!. irrit!ation and landscape lit!hting including anv relocation of existint! plantings. trees. etc. TO BE UNDER SEPARATE BID A T LATER DATE o Excludes unsuitable materials. rock or boulder removal. o Excludes si2Dat!e o Excludes all tree relocation Concrete . Layout, excavate and form footings and piers . Stemwalls . Masonry units . 1.5" to 3" tapered topping over existing slab per plan . Tie beams . Grout all CMU and tube steel as required. . Reinforcing per plan . Hoisting and pumping as required . Cultured stone wall cladding . Precast stone: 4" straight banding trim on top of wall cladding . Precast stone wall cap 12''x24'' Mn!!! . Re work existing structural steel beams and columns per plan . Install new structural steel beams and columns as required including base plates, MC charmels, embed plates, and angle iron. . Structural steel isolators and tie beams . Louvers . One (1) Access ladder as shown on plan . Railings and guard rails to be powdercoated per plan o Excludes furnish and install of ail custom fabricated stainless steel Roul!h CarPentry . Pre-engineered wood trusses, L VL's, truss girders, and 2x rafters per plan. . Rough Framing - Includes truss installation, roof sheathing, fascia & soffit, wood blocking, wood bearing walls, interior wood walls, PT furring and bucks, cupolas, barrel vaulted ceilings . Interior rough framing materials and labor to install backing and blocking where necessary. . Fasteners, hangers, straps, anchors, bolts and accessories as required Finish CarPentry . Millwork per Tom Hoch W- dwgs as part of addendum #2 . BASE Trim package: material & labor - base, casing, crown moulding per plans, install access panel, install fire extinguishers, fInish hardware, and toilet accessories. . Interior and exterior doors including hardware . Furnish and install interior and exterior fiberglass columns . Furnish and install window headers and sills o Includes all millwork as defined on plansMW~O. W-l tbru W-22 less Value ent!ineerinl! reductions in scope as defined in VE summary dated 6.30.05 Thermal & Moisture Protection: . Tile roof: furnish and install peel and stick underlayment, mechanically attach standard color Hanson roof tile. All related trim, mortar, oxides, fasteners, and clips necessary to complete this scope. 20F6 . Curved panels: Furnish and install curved system wi associated clips, fasteners, and closures. The trim metal will be custom shop fabricated from copper sheets. . Pigeon roofs: furnish and install system wi associated clips, fasteners, and closures. The trim metal will be custom shop fabricated from copper sheets. . Flat mechanical roof: furnish and install hot mop built up roof complete with fasteners, adhesives, membrane flashings, and counter flashings as required. . Insulation - R-11 (3.5'') fiberglass batts at interior non-rated partitions. R-19 (6.25") FSK-25 fiberglass batts in the exterior stud walls and porch area. R-30 FSK faced in ceilings. R-19 rigid board (3") in masonry walls. . Fire caulking as required per code o Excludes custom color or special order roof tiles o Includes copper barrel roofin2. copper 2utters. copper downspouts o Copper roof at widows walk wiD be trim only. Roof will be bot mop built UP flat roof. Doors & Windows: . Pella windows per plan . Pella Doors per plan . Trustile doors per plan. . Hollow metal per plan . One (1) Polyurethane door . Two(2) Cart storage roll up doors per plan . Finish Hardware- per hardware schedule o Excludes any shower doors or enclosures o Excludes panic bardware and/or fire rated doors and or assemblies Drywall & Stucco . DrywalllMetal stud framing: - per plan, metal framing 25GA studs @ 16" o.c., and furring. Drywall shall be 5/8" throughout, taped, finished smooth ready for paint for walls and ceilings. Rated assemblies excluded. . Stucco - 1/2" minimum thickness textured stucco finish over CMU and wood. Bands shall be stucco. . PVC comer beads, control joints as shown, scaffolding, exterior stucco ceilings. o Excludes rated ceilines at corridors or smoke stops Floorin2 . Ceramic Tile: o CT -2 Tile shower walls & floors - "Casa Dolce Casa" Glazed Porcelain Color: Tuscania (sizes: lxI, 6x6, 12x12, 12x24, 18x18) @ Women's Restrooms # 114.1,129,130 @ Men's restrooms # 116.1, 14 o CT-2 TileWains Cote - walls & chairrail- "Casa Dolce Casa" Glazed Porcelain Color: Tuscania (sizes: 2x6, 6x6, 12x12, 12x24, 18x18) @ Women and Men restroom & locker rooms # 129 & 130, 115 & 143 (urinals only) o CT-1 Tile flooring - "Casa Dolce Casa" Glazed Porcelain Color: Tuscania (size: 18x18 on diagonal) @room#113, 114, 115, 116, 129,130, 131,143,144,145 o QT -1 Tile floor & base - "Dal Tile" Quarry Textures Abrasive Color: Diablo Red @ Kitchen #112, Dry storage #124, F&B #125, Assoc. Break #126, W&MToilets #127&128 o VCT-1 Azrock V874 12x12 @ Storage room 121 . Carpet (install only and prep) o CP-1 "Couture Carpets" Custom MedalIion wI custom insert @ Foyer & corridor Rms 101&102 o CP-2 "Shelmarc" Custom Spike proof #2500 - color: Seabrook@ main Dining room and Bistro o CP-3 "Durkan" Royal Spikeproof - color: Rookery Custom @ Offices rooms 102,103,104,105,109,118,119,120,133,135,40,146.1,147 30F6 o CP-4 o CP-5 "Axminster Carpets" Palais 950/88088 - color: cranberry @ Game nn 134, men's locker 146 o ALL carpets installed over Tredmoore 2580 pad (double glue down) o All carpet material provided by owner. . Wood floor o WF-l "Bamtex Solid Bamboo Wood flooring - horizontal- color: carbonized @101,105,107,117,122 Paintine: . Exterior paint per plan: includes typical: prep, one coat prime, two coats finish o Stucco: Sherwin Williams Al00 Satin Acrylic o Fascia/woodwork: AI00 enamel (prime) & AI00 Satin Acrylic (finish) o Fiberglass columns: XIM 400 one coat & two coats Acrylic finish o Metal doors: one coat XIM 400 & two coats ofProClassic Alkyd (colors per plan) . Interior paint: includes typical: prep, one coat prime, two coats finish o Drywalllhardcoat: Promar 200 Satin Acrylic o Woodwork: ProClassic Satin Enamel (l0 colors per plan) o Includes all scope chanl!es per Value Enl!ineerinl! Summary dated 6/30/05 and shall supercede scope as defined above if accepted. o Excludes any paintinl! in basement cart storae:e Acoustic CeiJine: . 2x4 acoustic ceiling with USG Vinyl Rock #3207 wi 15/16" grid -vinyl faced sheetrock tile at Room #'s 112,127,128,124,125,126,149 Specialties . Restroom accessories per plan . Fire extinguishers with cabinet . Fire-rated access panel Equipment . Includes ALLOWANCE of $25,000 for: Off-site storage of owner FF&E, coordination and deliveries ofFF&E to site & instaU. o Excludes any shower doors or enclosures o Excludes Ice machine. kitchen equipment. and laundry equipment o Excludes anv stainless steel: equipment. shelvin2. appliances. coverin2s. facin2s. etc. Mechanical . All work priced per plans by B&A Consulting Engineers dated 02-14-05 & 03-01-05. . Demo existing as required . New mechanical units as shown on Plan M301 equipment schedules to include: o Six(6) split systems wi scheduled accessories o One(l) MUA Rooftop Unit with condensing unit per plan o Refrigerant piping with associated insulation per plan o Air distribution, dampers, relief vents, and fans o Kitchen fans and ductwork per plan o Sheetmetal duct systems wi required insulation for supply and return duct. Uninsulated exhaust and outdoor air sheetmetal duct o Test and balance o DDC Hvac control wiring o Duct heat detectors o Replace duct work at existing pro shop. 40F6 o Excludes walk-in cooler and freezer boxes and refrieeration (complete packaee by owner vendor) o Excludes all kitchen hoods (by owner vendor) and ansul systems Fire Protection . Design and Pennitting. 61G15 design document included. All work perNFPA 13. . Demo of existing system as required to conform with code. Will re-use sections if possible. . Connection to existing sprinkler system. Relocate existing riser as required . Quick response brass upright sprinklers to be installed in areas without ceilings and attic spaces; . Quick response fully concealed pendent sprinklers wi factory color cover plates to be installed in ceiling areas . Reuse existing tamper and flow switches . Access panel, water flow and tamper switch at each floor control assembly o Excludes backflow prevention o Assumes adeauate water supply and pressure o Excludes storaee tanks and fire pumps Plumbine . All work priced per plan by B&A Consulting Engineers dated 02-14-05 & 03-01-05 . Demo and disconnect existing fixtures and piping as required . Furnish and install piping, fittings, vents, cleanouts and insulation per plans for; Copper domestic water, Cast Iron storm and condensate underslab to be PVC DWV, sanitary waste and storm above slab to be no-hub cast iron . Insulation for domestic hot water only and storm leaders . Core drilling . Roof drain piping . Plumbing fixtures as indicated on plumbing plans o Water closets, lavatories, urinals, shower, mop basin, electric water cooler, trap primers, floor sinks, roof drains, hose bibs, wall hydrant, reduce pressure backf1ow, washer box, water to fountain, hub drains, floor drains, ulc hose rail, faucets, carbonator, soda chase . . Two(2) hot water heaters and sump pump in basement . Gas piping inside building as required . Rough and final hookups to kitchen equipment . Valve and tag pipe ill . Disinfection o Excludes eas meter 0- . ExClUdeslntenor erease traps.'. o An kitchen & laundry eauipment includine hand sinks o Excludes penn its and fees Electrical . All work priced per plan by B&A Consulting Engineers dated 02-14-05, 03-01-05 & 03-14-05. . Demo of existing as required . Relocate existing panels as required . Temp power to trailers, temp Golf shop, and construction power . New switchgear per plan . New distribution panels per plan . All rough and finish for outlets per plan . Simplex Fire alann per Addendum # 2 plans. . Site lighting . Lightning protection . Install Owner supplied fixtures 50F6 . Interior and exterior Lighting packages . Rough and fmal connections to all kitchen equipment . Disconnects for equipment as required o Excludes attachine: electric service to transformer: primary wire and conduits o Excludes runnin2 phone & TV from buildin2 to pedestal o Excludes sound or intercom system o Excludes security system and fire alarm monitorine: system o Excludes permit and fees o Power only to Walk-in cooler and freezer refrie:eration units General Contract Exclusions o Handlin!! of hazardous material is excluded from this scope of work. o Environmental testin2 and soil borin2s o Desi2D and En2ineerine: except for sprinklers o Any interior and/or exterior concealed conditions not shown or obvious upon a Don intrusive visual site and buildine: inspection wiD may iustifv constitute the ril!':ht of said contractor to an adiustment in contract amount and schedule. o Excludes premium time. Costs are based on standard 8 hour day M-F. 60F6 THE HENNING GROUP,LC 4344 CORPORATE SQUARE NAPLES, FL. 34104 239-732-6669. FAX: 239-732-6762 Rookery @ Marco Clubhouse 724-00-00 Exhibit "B" Schedule of Values Original rrEM Budaet General Conditions $ 431.628.00 Site $ 492.716.00 Demo $ 78,750.00 I Pavers $ 20.406.00 ConcretelMasonrv $ 490400.00 Cultured stone $ 75 019.00 Strucltf"al Steel $ 158960.00 Misc. Metals $ 57427.00 Trusses $ 57 820.00 Rough Carpentry S 410459.00 Finish Carpentry $ 471 312.00 Columns $ 44 &43.00 Insulation $ 33439.00 Roofina $ 150,430.00 Fire Caul kina $ 5.800.00 Doors & Windows $ 209.962.00 DrywaP & Stucco $ 285.669.00 Acoustical CeiDnas $ 3 200.00 FRP $ 6 640.00 Roorina $ 139.440.00 Paintina $ 147,273.00 louvers and Shutters $ 23 258.00 Fire Extinauishers $ 1.980.00 Bathroom Accessories $ 14.000.00 Plumbina $ 249.992.00 Sprinkler $ 105280.00 Mechanical $ 327.300.00 Electrical $ 341.136.00 FF&E Warehouse AHow $ 25.000.00 Utility location $ 6.000.00 $ - $ 4,866,339.00 FEE $ 258,707.00 TOTAL $ 5,124,048.00 'tHE HENNING GI\OU' General Contractors. Construction Managers Commercial. Residential. Agricultural www.henninl!construction.com o Johnston Office P.O. Box 394 5800 Merle Hay Road Johnston, IA 50131 515.253.0943 515.253.0942 Fax o Latimer Office P.O. Box 669 113 N. Akir Latimer, IA 50452 641.579.6000 641.579.6006 Fax l8IThe Benning Group LC 4344 Corporate Square Suite 1 Naples, FL 34104 239.7326669 239.732.6762 Fax Exhibit "C" Contractor Employee List Principle Jeff Henning Heather Henning Bill Schreck Robert Dibacco Senior Vice President Project Manager Project Engineer/Contract Admin Tammy Schroder Karin Eppard Andrea Connell Superintendent Harry Auch Jason Ryall :'d I .1111' (.1I<e.~~'''C' Page1 o Johnston Office P.o. Box 394 5800 Merle Hay Road Johnston, IA S0131 515.253.0943 515.253.0942 Fu lifE HENNING G1\OU' General Contractors. Construction Managers Commercial. Residential. Agricultural www.henninl!construction.com o Latimer Office P.O. Box 669 113 No AIdr LatbDer, IA S0452 641.579.6000 641.579.6006 Fu I8IThe Henning Group LC 4344 Corporate Square Suite l' Naples, FL 34104 239.732.6669 239.732.6762 Fu Principle Project Manager Project Engineer Superintendent Henning Group Carpenter Accounting Office Staff Exhibit "D" Labor Rates $135.00 $100.00 $ 70.00 $ 90.00 $ 55.00 $ 55.00 $ 40.00 All costs are the THG employees only. I 'I 'I \ t', l ! l 4,:s,.U"re. Page1 Exhibit "E" EXHIBIT 'E' Contract Drawing List The Rookery at Marco Island Clubhouse Drawing No. AO.1 AO.2 AO.3 D1.2 A 1.1 A1.1A A1.2 A1.3 A1.4 A1.5 A1;6 A1.8 A2.1 A2.2 A2.3 A2.4 A2.5 A2.6 A2.7 A2.8 A2.9 A2.10 A2;11 A3.1 A3.2 A3.3 A3.4 A4.1 A4.2 A4.3 A4.4 A4.5 A4.6 A4.7 A4.8 A4.9 A4.10 A4.11 A4.12 A4.20 A4.21 A4.22 A4.23 A5.1 A5.2 A5.3 Drawing Name Cover Sheet Basement Egress Plan First Floor Egress Plan First Floor Demolition Plan Architectural Site Plan Architectural Site Plan Cart Staging Basement/Foundation Plan Slab Plan First Floor Plan First Floor Reflected Ceiling Plan Roof Framing Plan Roof Plan Enlarged Plans Enlarged First Floor Plan Enlarged First Floor Plan Enlarged First Floor Plan Enlarged First Floor Plan Enlarged First Floor Reflected Ceiling Plan Enlarged First Floor Reflected Ceiling Plan Enlarged First Floor Reflected Ceiling Plan Enlarged First Floor Reflected Ceiling Plan Enlarged Bathroom Plans Enlarged Bathroom .plans Elevations South and North Elevations West and East Misc. Elevations Porch Elevations Building Sections Building Sections Building Sections Building Sections Building Sections Building Sections Building Sections Building Sections Building Sections Building Sections Building Sections Building Sections Stair Details Stair Details Stair Details Stair Details Wall Sections Wall Sections Wall Sections Drawing Date 3/11/2005 2/14/2005 2/14/2005 3/1/2005 3/11/2005 f 3/11/2005 3/1/2005 3/1/2005 3/1/2005 3/11/2005 3/1/2005 3/1/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/1/2005 3/1/2005 3/1/2005 3/1/2005 3/11/2005 3/11120D5 3/11/2005 3/1/2005 311/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 Exhibit "E" A5.4 A5.5 A5.6 A5.7 A5.8 A5.9 A5.10 A5.11 A5.12 A6.1 A6.2 A6.3 A6.4 A6.5 A6.6 A6.7 A6.8 A7.1 A7.1A A7.2 A7.3 A7.4 A7.5 A8.1 A8.2 A8.3 A8.4 A8.5 A8.6 A8.7 A8.8 A8.9 A8.10 A8.11 A8.12 A8.13 A8.14 A8.15 A8.16 1 of 13 2 of 13 3 of 13 4 of 13 5 of 13 6 of 13 7 of 13 8 of 13 9 of 13 10 of 13 11 of 13 12 of 13 13 of 13 Wall Sections Wall Sections Wall Sections Wall Sections Wall Sections Wall Sections Wall Sections Wall Sections Wall Sections Foundation Details Cornice Details Slab Details Details Details Cupola Details Widow's Walk Plans Widow's Walk Elevations Sections and Details Partition Types Finish Scheduled Door Scheduled Head Jamb Head Jamb Window Scheduled Interior Elevations Interior Elevations Interior Elevations Interior Elevations Interior Elevations Interior Elevations Interior Elevations Interior Elevations Interior Elevations Interior Elevations Interior Elevations Interior Elevations Interior Elevations Interior Elevations Typical Trim Interior Elevations Cover Sheet Sheet index, abbreviations legend & general notes Clearing and Aerial Map Demolition Plan Paving, Grading, Drainage signage & Striping Plan Site Utilities Plan Plan & Profile Force Main Water Main & Sanitary Sewer Details Paving, Grading, Drainage Details Pump Station NO.1 Details Pump Station No.2 Details Erosion Control Details Construction Pollution Prevention Plan 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/1/2005 3/11/2005 3/1/2005 3/11/2005 3/11/2005 3/1/2005 3/1/2005 3/1/2005 3/11/2005 3/1/2005 3/1/2005 2/14/2005 2/14/2005 3/11/2005 3/11/2005 3/1112005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/112005 3/11/2005 1/20/2005 1/20/2005 1/20/2005 1/20/2005 1/20/2005 1/20/2005 1/20/2005 1/20/2005 1/20/2005 1/20/2005 1/20/2005 1/20/2005 1/20/2005 Exhibit "E" SO.1 S1.0 S2.0 S3.0 S3.1 S3.2 S4.0 S4.1 S4.2 S4.3 M100 M101 M102 M201 M301 P100 P101 P102 P201 P202 P2.03 P301 P401 E001 E100 E101 E102 E201 E301 E401 E501 E601 FS-1.0 FS-2.1 FS-2.2 FS-2.3 FS-2.4 FS-2.5 FS-3.1 FS-3.2 FS-3.3 FS-3.4 FS-3.5 FS-3.6 FS-3.7 FS-3.8 w-o W-1 W-2 W-3 W-4 W-5 Details Foundation Plan Roof Framing Plan Details Details Details Details Details Details Details Basement Floor Plan-Mechanical Lobby Floor Plan-Mechanical Roof Plan-Mechanical Details-Mechanical Schedules-Mechanical Basement Floor Plan-Plumbing Lobby Floor Plan-Plumbing Roof Plan-Plumbing Part Plans-Plumbing Part Plans-Plumbing Part Plans-Plumbing Riser Diagram-Plumbing Detail, Legend, Schedules-Plumbing Site Plan-Electrical Basement Floor Plan-Power Lobby Floor Plan-Power Roof Plan-Power Lobby Floor Plan-Lighting Part Plan-Power Schedules-Power Legend-Power Schedules Electrical Riser Overall Equipment Plan Members Bar Equipment Plan & Schedule Members Bar Plumbing Plan & Schedule Members Bar Electrical Plan & Schedule Members Bar Special Conditions Plan Members Bar Elevation Kitchen & Resort Bar Equipment Plan & Schedule Kitchen & Resort Bar Plumbing Plan & Schedule Kitchen & Resort Bar Electrical Plan & Schedule Kitchen & Resort Bar Special Conditions Plan & Sche. Kitchen & Resort Bar Remote Refridg. Plan & Sched. Kitchen & Resort Barhood Drawing Kitchen & Resort Bar Fire Retard System Kitchen & Resort Bar Elevation Millwork Reference Plan Men & Women's Members half lockers Member's Lounge Bar Room 135 Member's Lounge Bar Room 135 Member's Lounge Bar Room 135 Main Dining Bar Room 110 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 f 3/1/2005 2/14/2005 2/14/2005 2/14/2005 3/1/2005 3/1/2005 2/14/2005 2/14/2005 2/14/2005 2/14/2005 2/14/2005 2/14/2005 2/14/2005 3/11/2005 3/1/2005 3/11/2005 2/14/2005 3/1/2005 2/14/2005 2/14/2005 3/1/2005 3/11/2005 12/27/2004 12/27/2004 . 12/27/2004 12/27/2004 12/27/2004 12/27/2004 12/28/2004 12/28/2004 12/28/2004 12/28/2004 12/28/2004 12/28/2004 12/28/2004 12/28/2004 3/3/2005 1/26/2005 1/26/2005 1/26/2005 1/26/2005 1/26/2005 Exhibit "E" W-6 W-7 W-8 W-8A W-Q9 W-09A W-10 W-11 W-12 W-13 W-14 W-15 W-16 W-17 W-18 W-19 W-20 W-21 W-22 Main Dining Bar Room 110 Main Dining Bar Room 110 Vanities at Locker Restrooms 131 & 145 Vanities at Locker Restrooms 113 & 115 Task Counters & Storage Shelves Rm 103,104 & 106 Task Counters & Storage Shelves Rm 103,104 & 106 Storage Shelves & Closet Rooms 109,120.1 &121 Members Lounge Paneling room 135, 136 Shoe Room Cabinetry room 139 New Granite Top Golf Shop 107 Wainscot Areas room 122, 123 ServerfTV Cabinet Room 123 Towel cabinet Women's Restroom 131 GroomingITowel Women's Locker Room 132 Make-up Counter Women's Locker Room 132 GroomfTowel Men's Locker Room 145 Towel Cabinets BookcasesfTV Cabinet Member's Lounge 135 Corner TV Shelf Room 134 Game Room Cover Sheet Landscape Design Clubhouse Area Layout & Grading Plan Entrance Pond Water Feature Layout & Grading Plan Hardscape and Water Feature Sections & Details Water Feature Hydraulic Schematic Water Feature Suctiona & Discharge Schematic Water Feature Equipment Details Water Feature Electrical Schematic L-1 L-2 L-3 WF-1 WF-2 WF-3 WF-E1 1/26/2005 1/26/2005 1 /26/2005 1/26/2005 3/3/2005 3/3/2005 3/3/2005 3/3/2005 1/26/2005 1/26/2005 , 3/3/2005 1/26/2005 1/26/2005 1/26/2005 1/26/2005 1/26/2005 1/26/2005 1/26/2005 1/26/2005 3/11/2005 3/11/2005 3/11/2005 3/11/2005 2/14/2005 2/14/2005 2/14/2005 2/14/2005 ROOKERY @ MARCO CLUBHOUSE Project # 724-00-00 Exhibit "F" RACT SPECIFICATIONS LIST DIVISIONS/SECTIONS DESCRIPTION 1 THRU 16 CSI Divisions The Rookery @ Marco Clubhouse Renovation & Addition Project Soecification dated Februarv, 2005 Drawing list uDdate ADDENDUM # 1 Dated March 1.2005 Light Fixture SDecs Ice Machines ADDENDUM # 2 Dated March 11,2005 Section 01230 Alternates Section 01270 Unit Prices Section 01400 Quality Requirements Section 04700 Simulated Stone Section 10350 Flagpoles - III ::; ~ ftI E Q E Z = S : ~ c: 0 "J: U CD a: ! < '61 ~ an ~ CD = ~ ii w (:)- > ~ "0 0 ~ ~ i ~ a w >< c. 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Q Z ~ !!! o o Ill:: <C ~ I- <C ~ w ~ o ~ W J: I- ~ 4l 'E .ff 'S i I.!! ~.~ :s.~ ~J~~~ o-8'O:!:c; .~ 'S G "8 ~ - il ;: .. ~ !l .5 ;: .5 ~ ....0 1! .W .5 ~ . r'" Q., g l:i ~ .~ il ....,~u~~-- ~ .!! l! .... .. 7;j .8 ~~ 1~~~1!.s >=e~~l!. ~~~iu'" ~~~g::E~j. g <=< ~ ~ ..., tS ~ It> " "'I. ~ ~ o u -8 1 ~ if ~ .~ '" .. u j "g ~ i ~ is.:; .~ ~ U w.5 i J: .~ i ~ ~ !.~ ~ U::I U~!l!lVl ~'l:l ~EEi~ ~j ~~~<~ ~ ... ~ ~ ~ 1 .8 .r! ~ I ~ 1 ~ 11 ~ I ~ tl tl tl ~ ~ ~ ~ ~ ~ s o "I. ~ Exhibit 'H' Insurance Requirements For the The Rookery at Marco Clubhouse Contractor shall at all times carry and maintain at Contractors sole expense, the following insurance: 1, Workers Compensation a Statutory Workers Compensation Insurance for all States or Countries where work is to be conducted: b, Miriimum Employer Liability limits as follows: Bodily Injury by Accident 500,000 Each Accident Bodily Injury by Disease 500,000 Each Employee Bodily Injury by Disease 500,000 Policy Limit 2, Commercial General Liability Insurance: For products and completed operations to include minimum limits as follows: Bodily Injury and Personal Injury Property Damage or CSL (Combined Single Limit) 2,000,000 Each Occurrence 2,000,000 Each Occurrence 2,000,000 For both Bodily Injury and Property Damage 3, Auto Liability Insurance: To include coverage, which applies to "Any Auto", used by Contractor with the following limits of Liability: Bodily Injury Liability Property Damage or CSL (Combined Single Limit) 1,000,000 Each Occurrence 1,000,000 Each Occurrence 1,000,000 For both Bodily Injury and Property Damage 4, Professional Liability: 2,000,000 Each Claim 2,000,000 Aggregate The Certificate holder is to be Massachusetts Mutual Life Insurance Company. (Owner), with Cornerstone Real Estate Advisers, (Owner's Agent), The John Hardy Group Inc. (Project Manager), The Rookery at Marco Clubhouse, Naples Florida, Marriott Marco Island Resort (Operator) & 1 of 2 pages Exhibit 'H' Princeton Companies (Architect) named as the additional insureds on all policies (Except Workers Compensation), Such Insurance shall be with the insurance companies satisfactory to Owner, Contractor shall furnish aforementioned certificates of insurance from carriers approved by Owner, evidencing the Insurance coverage. The certificates of Liability insurance shall state that the policy insures the Owner against liability for all claims arising out of or in connection with work to be performed by the Contractor, and the policy insurers the performance of the Contractors obligation to indemm:ty and to hold the Owner, free and harmless from injury to persons or damages to property, Said Certificates shall provide that insurance will not be canceled or reduced without thirty- (30) day's prior written notice to Owner and its manager for the Project 2 of 2 pages !!l ::l ~ U UJ ti i III UJ ::l III u o ... '" ~ !( ~ 8 '" III 1= ? I 1" , ~5 ~ ~ ~ J I . I I J. 5 $ ~ ~_..- -_._._~.-_._..~._------_._--- I II Is - ~I~ I, I ~ ~-----~-~--- . g : I .: -~-~f.-~~,T :\ L I I ~itt - - .11 I ~ ~ B ~ o w ::a: Ii ... ~ o II< ... w '" ~ ;;~! !~ii 8 II< .. 2 ~ ~ ~~ !:! 8 II< w j!: ~ , ~_. Ii E____.. 5 ii s ,t. ll---.~ 11 ~ s i i ~ I I I II c:> I . I ) I J J [ I 1 [ ~ f J . I I J Exhibit' J' Project Rules For Contractor & Contractor's Subcontractors For The Rookery at Marco Clubhouse 1. All contractors and tradesmen will enter the golf course through designated entrances only. 2. Contractors will issue or will be issued badges for their employees, Each contractor will provide a list of employees, including name and Social Security number and will maintain a current list at all times, 3. All contractors and tradesmen will park only in the areas designated by JHG. Failure to do so could result in a vehicle being towed at the expense ofthe vehicle's owner, 4. There will be no alcohol or controlled substance use on the job site or during the working day whatsoever, Non-compliance of this rule will result in immediate expulsion from the property. 5. Neither the Golf Course, Owner nor JHG is responsible for apy contractor or tradesman's property, 6. Meals are to be consumed either in the work area or off Golf Course property. The General Contractor is responsible for daily clean up, 7., All materials or containers are subject to a security check upon entering or leaving the Golf Course. Any refusals will cause that person or persons to be barred from the Golf Course premIses, 8. Contractors must maintain safe, clean, and secure work areas at all times to minimize the risk to others, All contractors will be responsible for materials and work areas. 9, Any utility shutoff or interruption must be scheduled and approved in advance by JHG. A minimum of 48 hours is required. Power and water is required for the Cart Area for the duration of construction. 10, No shouting, profanity, or confrontation with the Owner, Golf Course Operator, Golf Course Patrons, Architect, Consultants or JHG will be tolerated. Standards of behavior while on the Golf Course property Will be determined at the sole discretion of the Owner and JHG, 11. Smoking will only be allowed in designated areas at any time, 1 of 2 pages Exhibit' J' 12, Restrooms for the contractors and tradesmen's use will be provided by and maintained by the General Contractor, 13, All deliveries must be to the designated receiving area for the project. 14, The contractors or tradesmen must receive deliveries, Deliveries will not be accepted by JHG, Major deliveries (i.e, - truckload) must be scheduled in advance. 15, No contractor or tradesman will be allowed to perform any work on the premises without prior knowledge of JHG, 16, Contractors and tradesmen must provide Material Safety Data Sheets (M.S.D.S,) for materials used while on the premises and must properly dispose of flammable material(s) and hazardous waste off of the property and in compliance with OSHA and government regulations, 17, Contractors and tradesmen are responsible for their own waste disposal. Dumpster is to be provided by the General Contractor. 18, No radios will be allowed in the work area, 19, No Company vehicle will be parked overnight on the jobsite without prior approval of JHG, 20, After carpet, tile, or other floor finishes are installed there will be no smoking, drinking, or eating in those "finished" areas, 21. No posting of project signs will be allowed without express written permission in advance from JHG. 2 of2 pages Exhibit 'K' ADDITIONAL SCOPE CLARIFICATIONS & REQUIREMENTS for the The Rookerv at Marco Clubhouse The following is a list of clarifications and requirements to the General Contractor's scope of work for the GMP Proposal for The Rookery at Marco Clubhouse: 1. During the construction of the new facility the Owner will continue to operate the golf course, Contractor must accommodate the Owner and the golf course patrons to allow the operation of the golf course to continue, The Owner will provide and maintain a temporary trailer as the temporary golf course clubhouse. Patrons must be allowed use the existing parking lot and entry drive at all times, Contractor must coordinate his work with the Owner's golf course operator to allow the operation of the golf course during the entire construction period and provide the Owner's operator and patrons safe access and use of the site, 2. Others shall perform removal of all hazardous materials from the ('!ite, if any, 3. Demolition of a portion of the existing building on the site shall be performed under this contract. 4, Contractor will be responsible for all temporary facilities requiredJor the construction of the project. Contractor will be responsible for maintaining water, fire protection and electrical service to the Golf Cart storage area in order for the Golf Course Operator to use the basement level to store and service the golf carts. 5, Contractor shall provide temporary utilities during construction until the date of substantial completion, 6. The Owner will provide the following materials: . All loose furniture, furnishings, chairs, tables, etc. (FF&E); . All carpeting, carpet pad and area rugs; . All vinyl wall covering; . All fabric wall covering: . All window treatments including installation; . All artwork and accessories (FF&E); . All decorative light fixtures and lamps (FF &E); . All interior directional and identification signage (FF&E). 7. The contractor shall be responsibl e for installation of Owner furnished FF &E. This shall include all materials required for installation such as carpet adhesive, tack strips, wall covering adhesive, blocking for draperies, etc, 8, Contractor shall provide warehousing for the Owner supplied FF&E and coordinate all deliveries and installation from the warehouse to the site, 9. The following equipment shall be provided by others: lof2 pages . All kitchen and laundry equipment, including set up. The General Contractor shall make final plumbing, mechanical, fire protection and electrical connections. . Telephone, property management and point-of-sale computer systems (conduit, outlet boxes & associated cabling shall be provided by the Ge~eral Contractor); . Security equipment including detectors, cabling and monitors (conduit shall be provided by the General Contractor); 10. Caulking of all dissimilar materials, intersections and joints shall be included in the Scope of Work. 11. All wood blocking and grounds should be installed with Fire Retardant material. 12. The contractor will be responsible for providing lamps for all fixtures including fixtures provided by Owner. . 13. Contractor shall provide all fire protection work, Work to include designing system, obtaining all required permits and installing the system. 14, Contractor shall provide on-site construction storage and parking in the same area as the proposed new parking lot and shall use the existing maintenance building access road as the construction entrance, Access to the maintenance facilities shall be maintained throughout the course of construction by the Contractor for use by the golf course operator and their employees. 20f 2 pages ~