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HomeMy WebLinkAboutState Street Bulkhead-rejectedJUDITH T. TERRY TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (516) 765-1823 Telephone (516) 765-1800 OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION WAS ADOPTED BY THE SOUTHOLD TOWN BOARD AT A REGULAR MEETING HELD ON APRIL 15, 1997: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs the Town Clerk to advertise for bids for the reconstruction of the bulkhead at Skippers Lane, Orient, N.Y. Judith T. Terry Southold Town Clerk April 16, 1997 INVITATION TO BID PROJECT: BULKHEAD REPLACEMENT- STATE STREET (Skipper's Lane) ORIENT, NEWYORK 11957 The Town Board of the Town of Southold will receive bids for furnishing ail of the labor, materials and equipment as requireded for the construction of the Bulkhead Replacement at the road end of State Street, in accordance with the Plans and Specifications prepared by James A. Richter, R.A., Southold Town Engineering Department, Peconic Lane, Peconic, New York. Bids will be received at the office of the Southold Town Clerk, Southold Town Hall, 53095 Main Road, Southold, New York 11971, until 10:00 AM, Thursday, May 8 , 1997. All specifications are provided herein: drawings to be attached. A fee of ten dollars ($10.00), cash or check, made payable to the Town of Southold will be required for one (1) copy of the Contract Documents. There are no refunds. This invitation to bid is not an offer and shall in no way bind the Town of Southold to award a contract for performance of the project. Should the Town of Southold decide to award a contract, it shall be awarded to the lowest responsible bidder. The Town of Southold reserves the dght to waive any informalities, and to reject any or all bids, and to retain bids for 45 days from the date of receipt. The CONTRACTOR SHALL NOT withdraw his bid during this period. Bid Security in the form of a certified check or Bid Bond in the amount of 5% of the Base Bid will be required of each bidder. Please advise if you intend to bid or not. Dated: April 15,1997 BY ORDER OF THE SOUTHOLD TOWN BOARD By: Judith T. Terry Southold Town Clerk STATE STREET BULKHEAD REPLACEMENT A-1 RAYMOND / JACOBS C~mmisa~oner Public Works Department Town of Southold Peconic Lane Peconic, N.Y. 11958 (5~6) 765-31~ (53S) 734-,52~ FAX (516) 765-1750 RESOLUTION BY: · SEC~NOED BY: Commissioner of Public Works Raymond L. Jacobs requests permission to go to bid for the recon- struction of the Skippers Lane bulkhead, ~_~ VOTE OF THE TOWN BOARD Supervisor Jean W. Coch~an (yes Councilman William O. Moore (Yes Councilwoman Alice d. Husa£a (Yes Ccuncilman Joseph L. Townsend, Jr, (Yes Councilwoman Ruth O. Oliva (Yes duetice Louisa P. Evans (Yes (No) (No) (No) (No) (No) (No) Dated: Town Clerk, Town of South~ld 4/23 4/25 4/29 4/29 4/29 $10.00 to obtain specifi~ons (no postage) BID - BULKHEAD REPLACEMENT - STATE STREET (SKIPPER'S LANE), ORIENT BID OPENING: 10:00 A.M., Thursday, May 8, 1997. 2. 3. 4. 5. Rambo, Inc., Bishop's Lane, Southampton,NY 11968, T. Samuels 283-1254;283-7018(fax) Latham Sand & Gravel, Inc., PO Box 776, Orient, NY 11957 323-2585; fax 323-2566 Chesterfield Associates Inc., P. O. Box 1229, Westhampton Beach NY 11978 Stephen Humphreys 516-288-5100 Paul Ro Guillo Construction Corp., P.O. Box 2148, 425 County Rd 39, Southampton, NY 11939 Karen Hartmann 283-7318 Costello Marine Contracting Corp., 423 Fifth St., P O Box 2124, Greenport, NY 11944 John Costello 477-1199 7. 8. 9. 10. 11. 12. JUDITH T. TERllY TOWN CLERK REGISTIkkR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (516) 765-I823 Telephone (516) 765-1800 OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD May 20, 1997 Chesterfield Associates Inc. P.O. Box 1229 Westhampton Beach, New York 11978 Gentlemen: The Southold Town Board, at a regular meeting held on May 13, 1997, rejected all bids for the Bulkhead Replacement at State Street ("Skippers Lane"), Orient. We will be rebidding this project sometime in the near future, at which time I will send you a copy of the legal notice. Returned herewith is your 5% bid bond. Thank you for submitting your bid on this project. Very truly yours, Judith T. Terry Southold Town Clerk Enclosure Document A310 Bid Bond (Here insert full name and address or Legal title of Contractor) WESTHAMPIC~ f~AC~, NY 11978 140 ~OADg~LY - 21ST FLOOR ~ yCil~f,-NY 10005 (Here insert full name and address or legal title of Su?ety) a corporation duly organized under the laws of the State of N"~q~%SKA as Surety, b~_reinafter called the Surety, are held and firmly bour~ unto TOWN BOARD OF ~ID SOUTHOLD TOWN HALL, MAIN ROAD (Here insert full name and address or Legal title of Owner) SC[/[~OLD, NY 11971 as Obligee, hereinaf~_r called the Obligee, in the s~a of TWO THOUSAND FIVE HUNDRED AND NO/100THS ....................................... Dollars ($ 2,500.00 ) for the payment of whirl7 ~ well and truly to be made, the said Principal and the said Surety bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has ~hmite~ a bid for BULKHEAD REPLACEMENT AT STATE (Here insert full name, actress and description or project) STREET, ORIENT HARBOR, ORIENT, NY NOW, THEREFORE, if the Obliges shall accept the bid of the PrinsipaL and the Principal shall enter into a Contract with the Obkigee in accordance with the terms of such bid, ar~J give such bond or bonds as ney be spacified in the bidding or Contract Doctm~qts with good and sufficient surety for the faithful performance of such Contract and for the pronl)t payment of Labor and material furnished in the prosecution thereof, or in the event of the failure of the Principal to enter such Contract and give such bo~xJ or IxMqOs, ii: the Principal shall pay to the Obliges the difference not to exceecl the pefla[ty hereof between the amount specified in said bid and such Larger amot~qt for which the (7oLigee may in good faith contract with another party to perform the Work covered by said bid, then this obligation shall be null and void, otherwise to remain in full force and effect. Signed and sealed this 7TH day .of MAY 19 97 , ]lqC. (T~.le) RIC~I~RD G[.~2~; ~e)Attorney-in-fact AIA ~ A310 · BID BCIqD · AIA @ · ~U~L~LRY 1970 ED · THE AMERICAN ]l'~'£'i'.l:U'J~ OF ARC~LL'J~JI~, 1735 N.Y. A%wE., N.W., ~N~LLN~ZMN, D.C. 20006 ACKNUt;r~ OF CONTRACTOR, IF A CO~ON STATE OF NEW YORK ) ) ss: CfiI~NTY OF ~ .C~ ~ ) On the ~_- day of 0%.% ~ in the year 19 ~ , to me known, who, being by me duly sworn, did ~se and say that he resides at ~ A/~I//~p ~. .~. ,,~/~.~ ' ~ execut~_ the above instl~nt; and that he signed his m~- thereto by order of the Board of Directors of said corporatic~l. ,~0 FJB.LI~ OR CC~[rSSIONER F D,.:.:, ~ ACKNO~ OF SlJz.<~.'x' STATE OF NEW YORK ) ) ss: O2~3NTY OF ~ ) On the T~H day of ~ in the year 19 97 , before ~ per~z~lly ~ ~m~D ~man~ to ~ khan, who, being by me duly sworn, did depose and say that he r~sia~ at ,~'~IJ.'I'/V,, .r~!~ ~ he is t_he ~-IN-FACT of ~ ~u~:,'z'~' IZ'e~u~,.NC~ ~ , the corporation described in and which exeo~ the above instrument; and that he signed his tame thereto by order of the board of r]i'r~cor~ of said corporation. N0192~{ l=3Rt xC - C~l (II~ffSSIONER OF JEAN C SPEIRS NOTARY PUBLIC. Slate ol New Yom No 01 SP5073687 Oualifleo m Nassau County / D^TE 11-06-98 0000665252 RF~D CAP. EFULL Y This document is printed on white paper containing the mfficial watermarked logo (~) of Amwest Surety Insurance Company (the "Company") on the front and brown security paper on the back. Only unaltered originals of the POA are valid. This POA may not be used in conjunction with any other POA. No representations or warranties regarcling this POA may be made by any penon. This POA is gnvenaed by the laws of the State of California and is only vatid untiI the expiration date. The Company shall not be liable on any limited POA which is fntudutently praducad, forged or otherwise distributed without the permission of the Company. Any party concerned about the validity of this POA or an accompanying Company bond should call¥our local ,~west branch office at KNOW ALL BY THESE PRESENT, that Amwest Surety Insurance Company, a Nebraska corporation (the "Company"). does hereby make, constitute and appoint: GARY MORRISSEY RICHARD GUARINI JEAN C. SPEIRS IRENE M. KOWALSKI AS EMPLOYEES OF JOHN TREIBER AGENCY, INC. its t~ue and lawful Attomey-in-facL with limited power and authority for and on behalf of the Company thereto ifa seal is requi~d on bonds, undertakings, recognizances, reinsurance agreement for a Mill{ Bond No.. 665252 This POA is signed and sealed by Company at a meeting duly RESOLVED, that the President authority as defined or limited in th revoke any POA previously 1 RESOLVED FURTHEg (i) when signed by (ii) when signad by the Prr~idenl authorized attorney-in-fact or a (iii) when dui) by the power of attome ' remains in full th on this Po~ver of Attumey, and that thc relevant thereof authorizing t bond. undertaking, recognizance, or other suretyship obligations of the Company; and such signature and seal when so used shall have the same force and effect as though manually affixed. FiNANC~.~ STATEMENT..D~CEMBER 3f. fgN ~MWEST SURETY IH$(/RANCE COMPANY $*rAT~ OF COUNTY OF 12.a43,S48 104.3~m 3. WT7.411 2.014,~ $ ~1,7e4,11 ? TOTAL UAB~'nr~ Nmlry /BCIkACIfS, 3Ol JUDITH T. TEI{RY TOWN CLERK REGISTI{AR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (516) 765-1823 Telephone (516) 765-1800 OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD May 20, 1997 Thomas E. Samuels James H. Rambo Inc. Bishops Lane Southampton, New York 11968 Dear Tom: The Southold Town Board, at a regular meeting held on May 13, 1997, rejected all bids for the Bulkhead Replacement at State Street ("Skippers Lane"), Orient. We will be rebidding this project sometime in the near future, at which time I will send you a copy of the legal notice. Returned herewith is your $2,850.00 bid check. Thank you for submitting your bid on this project. Very truly yours, Judith T. Terry Southold Town Clerk Enclosure PAY .27257 JUDITH T. TEP. RY TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (516) 765-1823 Telephone (516) 765-1800 OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD May 20, 1997 John A. Costello, President Costetlo Marine Contracting Corp. P.O. Box 2124 Greenport, New York 11944 Dear John: The Southold Town Board, at a regular meeting held on May 13, 1997, rejected all bids for the Bulkhead Replacement at State Street ("Skippers Lane"), Orient. We will be rebidding this project sometime in the near future, at which time I will send you a copy of the legal notice. Returned herewith is your 5% bid bond. Thank you for submitting your bid on this project. Very truly yours, Judith T. Terry Southold Town Clerk Enclosure THE AMI::R1CAN INSTITUTE OF ARCHITECTS Bid Bond KNO~V ALL MEN BY YHESE PRE$SNT5, ~:we Costello Marine Contracting Corp. 423 Fifth Street, Greenport, N.Y. 11944 ~0 Chestnu~ Ri4ge Roa~ a co~omdo~ du,y o~ni~.~ ~nder ~e ]a~ of the ~mte of Pennsylvania ~ Sure~, h~eina~r ~ll~ ~e Surety, ~re he[d amd fi~ly Main Road, Southold, Nyl1971 Bulkhead replacement at ~tace Street ~,~'~ ~'~,'~'~ ~'~ Orient, New York 11954 and s~l~ ~is 6th day Of May 1997 Kathy Os'~f skyf~ss~ Bond Administrator Costello Marine Contracting Corp. .Colon~nl Surety Company _. ~herryan~e (To be ccmplctcd by Each 8iddo0 above proposal is accet~ted and the undemigned is awarded the Contract the undemign~-d offar~ as surety for faithful performance, bond and/or bonds and matedat men. the follcwin~] surety: Colonial Surety Company SURE'D( COMPANY - - - (Bidder) CERTIFICATE OF SURETY Lc bu ~i~ned by a duiy authorized official, a~jent or attorney of the Surety Company, In the even!. [hat ~e above Propoeal is accepted and the contract for the work b awardcci to said Costello Marin~ ~ontracting the Cmlnn~ml Corp. (Ridde¢$ Name) will execute the Surety Bonds as herein-before provided. (Surety Coml~any) Date: _~y 6:]Qq7 iMPORTANT; Signed: .{A~ori~.d Official. Agent or Attorney Sherryanne DePirro, Attorney In Fact ,,-HIS PAGE MiJST gl~ rlli rD OUT WHEN CERTIFIED CHECK IS SUBMI]-r'ED [N LIEU OF BID BOND, OR f~lO MAY BE REJECTED. STATE STREET BULKHEAD REPLACEMENT G-1 ~i~LONIAL SURETY COMPANy,. ~ Harrisburg, Pennsylvania t Administrative Office: 50 Chestnut Ridge Road, Montvele, New J~rey 07645 Form S-100-101 (Rev. 7/96) State of New Jersey County of Bergen On this 6th day of '~:r , in the year 1997, before me Jacqueline Moraites, a Notary Public, personally appeared Sherryanne DePirro, personally known to me to be the person who executed the within instrument as Attorney-in-Fact, on behalf of Colonial Surety Company therein named and acknowledged to me that the corporation executed it. Jm:queline Moraites A Notary PM~ic of New Jersey  Nota~/y/Public in and for the County of Bergen State of New Jersey COLONIAL SURETY COMPANY Harrisburg, Pennsylvania - Inc. 1930 - FINANCIAL S'TATEMENT~DECEMBER 31, 1996 ASSETS *Stocks and Bonds .................... $ 2,668,027 Cash in Office & Banks .................. 1,001,933 Accrued Interest & Dividends ............. 41,007 Premiums & Agents Balances Receivable .... 489,392 Other Assets ......................... 1,551,692 Total Admitted Assets .............. 5,7'52,051 LIABILITIES & SURPLUS Reserve for Unearned Premiums .............. $ 803,530 Claim Reserves .......................... 773,000 Other Reserves .......................... 49,513 Collateral Held ........................... 1,386,85~ Capital Stock ............................ 1,000,000 Surplus ................................ 1,739,150 Total Liabilities & Surplus ............... 5,752,051 STATE OF NEW JERSEY COUNTY OF BERGEN I, Wayne Nunziata, President of COLONIAL SURETY COMPANY, do hereby certify that the foregoing is a full, true and correct copy of the Financial Statement of said Company, as of December 31,1996. IN WITNESS WHEREOF, I have signed this statement at Montvale, New Jersey, this 31st day of January, 1997. Jacqueline Berthelsen A Notary Public of New Jersey Wayne Nunziata President JUDITH T. TERRY TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (516) 765-1823 Telephone (516) 765-1800 OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION WAS ADOPTED BY THE SOLLTHOLD TOWN BOARD AT A REGULAR MEETING HELD ON MAY 13, 1997: RESOLVED that the Town Board of the Town of Southold hereby reiects all bids for the Bulkhead Replacement at State Street ("Skippers Lane"), Orient, N.Y. Southold Town Clerk May 14, 1997 INVITATION TO BIDDERS: BULKHEAD REPLACEMENT AT STATE STREET "Skippers Lane" ORIENT HARBOR STATE STREET ROAD END ORIENT, NEW YORK 11957 JANUARY 13, 1997 SOUTHOLD TOWN ENGINEERING DEPARTMENT PECONIC LANE PECONICr N.Y. THE AHERI AN INSTITUTE OF ARCHITECTS ~A DooJment A310 Bid Bond (Here insert full n~ af edd~ss or Legal title of Contractor) WESTHAMP/gN f~A{:{, NY 11978 140 ~ - 2~ ~R ~ YO~, ~ 10005 (Here i~ert full ~ ~ ~r~s or L~a( title of Sure~) a corporation duly o[g~nized urger th~ laws of th~ State of as Surety, he._---e~ called 'b%.e St.L---ety, are held az~ firmly boLm~l, tm'bo ~ ~ OF SOUTHOLD TOWN HALL, MAIN ROAD (Here insert full na~e and address or legal titJe of Owner) SC~ID, NY 11971 as Obligee, hereinafter called the Obligee, in the s~ of TWO THOUSAND FIVE HUNDRED AND NO/100THS ....................................... Dollars ($ 2,500.00 ) for tb~ payment of which sL~a well and truly to be m~, the said Principal and the said Surety bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal ba~ submitted a bid for BULKHEAD REPLACEMENT AT STATE (Here insert fu[[ name, ao~ress and descrlptlo~ of project) STREET, ORIENT HARBOR, ORIENT, NY NOW, THEREFORE, if the Ob[igee shall accept the bid of the Principal and the Principal shall enter into a Contract with the Obligee in accordance with the ter~m of such bid, and give such bond or bonds as may be specified in the bidding or Contract Oocume~ts with good and sufficient surety for the faithful performance of such Contract and for the prompt payment of labor and ~teria[ furnished in the p~osecution thereof, or in the event of the failure of the Principal to enter such Contract and give such bo~d or bo~s, if the Principal shall pay to the O~ligee the dfffere~ce net to exceed the papally hereof between the am~Jnt specified in said bid and such larger amount for ~hich the Obligee may in good faith contract with another party to perfon~ the Work covered by said bid, then this obligation shall be null and void, other~ise to remain in full force and effect. Signed and sealed this 7TH day of MAY ~../ (w±tnes ) 19 97 C~]~J (sea ) RICHARD GUARINI; <(Tj , -le)Attorney-in-fact AIA DOCL~4f~gT A310 · BID BC~D · A/3% @ · ~',:~RY 1970 ED · THE AMSCAN II~b~r£'£tJTE OF AI~'i~Ji~, 1735 N.Y. AVE., N.W., ~SHINGIf~, D.C. 20006 ACKNOW~ OF CONTRACIOR, IF A ~Cl~ STATE OF NSW YCRK ) ) SS: C~3NTY OF ~Q' ~ %~ ) On the ~ day of ~ .% ~ in the year 19 ~/~ , before be personally came to me known, who, being by me duly sworn, did d ~Dse and say that he resides at ~/ ~/;// /~? ~, ~,~,,,~/ ~,~, , that he is the ~t~4~ by order of the Board of Directors of said corporation. NC~ARY PUBLIC OR CC~MISSIONER ~/ OF D":":~ ~S ACKNCWrRnG~T OF SURETY STATE OF NEW YORK ) ) ss: CCUNTY OF N~U ) On the 7TH day of M~Y in the year 19 97 , before to me known, ,that he is the ~-IN-FACT of AM~EST ~.~ INS~I~%NCE C~PANY the corporation described in and which executed tb~ above instrument; and that he signed his name thereto by order of the board of directors of said corporati~. ~ lZ3RT .TC - ~RI C~I~4ISSIONER OF ~ ..:.:l ~ NOTARY PUBLIC, Stale ol New Yom NO 0tSPS073687 11-06-98 Po R 0000665252 RE/d) CAREFULLY This document is printed on white paper containing the al~ificial wa~nnarked logo (~) of Amwest Surety Insurance Company (thc "Company") on thc front and brow~ security paper on the beck. Only unaltered originals of the POA are valid. This POA may not be used in conjunction with any other POA. No representations or warranties regarding this POA may be made by any person. This POA is governed by the laws of the State of California and is only valid until the expiration date. The Company shall not be liable on any limited POA which is fraudulently produced, forged or otherwise distributed without the permission of the Company. Any party concerned about the validity of this POA or an accompanying Company bond should call your local Amwest branch office at ~212) 344-7720 F~NOW ALL BY THESE PILESENT, that Amwest Surety Insurance Company, a Nedmska corporation (the "Company"), does hereby make, constitota and appoint: GARY MORRISSEY RICHARD GU~INI JgAN C. SPEIIL~ IRENE M. KOWALSKI AS EMPLOYEES OF JOHN TREIBER AGENCY, INC. its true and lawful Attorney-in- fact, with limited po~r and authority for and on behalf of the Company a thereto ifa seal is required on bonds, undertakings, r~cognizances, rethsura~ce the nature thereof as follow: Bid Bonds up to S' *2,000,000.00 Contract (Performance & Payment~ License & Permit ~onds up to ~iscellaneous Bomts up to S**1,000,000.00 ompany and to bind the company thereby. This appoinwnent is made under and'c I, the undcrsignab secretary of Amwest Surety e and effect. s Power of ARomey remains in full and that the relevant Bond No. ~ 6 5 2 5 2 Signed & sealed th Comply at a meeting duly held on ~em~r (i) when signed (ii) when signed by the President authorized attomey-in-thct or al (iii) when duly executed and by the power of a~tome ILESOLV~D FURTHER, that the s Karen G. Cohen, Secretary the Board of Directors of Amwcst Surety Insurance , Assistant Secretory, may appoint attorneys-in-fact or agents with for and on behalf of the Company, to execute and deliver and afire the seal of all kinds; and said officers may remove any such attorney-th-fact or agent and ~,ation shall be valid and bind upon the Company: (ifa seal be required) by any Secretary or Assistant Secrctarg; or or Assistant Secretary, and countersigned and sealed (if a seal be required) by a duly 'one or more atthmeys-in- fact or agents pursuant to and within the limits of the authority evidenced ~e of any authorized officer and the seal of the Company may be affixab by facsimile to any POA or certification thereof authorizing , bond. undertaking, recognizance, or other suretyship ob gat ons of the Company; and such signature and seal when so used shall have the same force and effect as though manually affixed, IN WITNESS WHEREOF, Amwest Surety Insurance Company has caused these presents to be signed by its proper officers, and its corporate seal to be hereunto affixed this 14th day of December, I995, State of California Karen G. Cohen, Secretary County of Los Angeles On December 14, 1995 before me, Peggy B Lo,on Notary Public. personally appeared John E. Savage and Karen O. Cohen, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within ins~rumem and acknowledged to me all that he/she/they execut~i the same in his/her/their authorized capacby(ies), and that by his/her/their signature(s)~l~~n~ o~J~q~nt ~ u~o n ~eha. Lf of which the ~erson(s) acted, executed the insu~ment. ~CO/~ DEC14, O\ ~ Vell~.Lofthn, NomyPukLid ql ~l~l~MyCemm'Eq~meAuga'l~l~ ~ 7, ..... '....,;-,,.., ,' F. I VANC 4L Sr, qC'C aE 3f. TOTAL.i~IL."r~ 117,016,6g~ TQTAL~ $ 65,934,682 John E. ~lavage. President of Amw~t Su~.y Ifta~'a~ Cemi:~.¥, truing ~ ~m ~s I~d ~ys ~et he is the i~ve d~b~ ~ of ~ ~m~ny: th~ 9~0 ~ny TS a ~f~ MI~ Stere iI~l~lbll to #kl Ctampany m~l Is Ouly quatlfll~ to i~l ia 8ute~y u~ler ~ ttl~t the alleve il · ~me ~llemaet of me AIiiIi ~ Ulibllltles at' ~ ¢~mpany of iht day of Oe,~tm~ ~gge, ~ulaar..,-Ila~l af~l gwom to oefo~ me this ladl,,AcIfs.301 INVITATION TO BID PROJECT: BULKHEAD REPLACEMENT- STATE STREET (Skipper's Lane) ORIENT, NEWYORK 11957 The Town Board of the Town of Southold will receive bids for furnishing all of the labor, materials and equipment as requireded for the construction of the Bulkhead Replacement at the road end of State Street, in accordance with the Plans and Specifications prepared by James A. Richter, R.A., Southold Town Engineering Department, Peconic Lane, Peconic, New York. Bids will be received at the office of the Southold Town Clerk, Southold Town Hall, 53095 Main Road, Southold, New York 11971, until 10:00 AM, Thursday, May 8 , 1997. All specifications are provided herein: drawings to be attached. A fee of ten dollars ($10.00), cash or check, made payable to the Town of Southold will be required for one (1) copy of the Contract Documents. There are no refunds. This invitation to bid is not an offer and shall in no way bind the Town of Southold to award a contract for performance of the project. Should the Town of Southold decide to award a contract, it shall be awarded to the lowest responsible bidder. The Town of Southold reserves the right to waive any informalities, and to reject any or all bids, and to retain bids for 45 days from the date of receipt. The CONTRACTOR SHALL NOT withdraw his bid during this period. Bid Security in the form of a certified check or Bid Bond in the amount of 5% of the Base Bid will be required of each bidder. Please advise if you intend to bid or not. Dated: April 15,1997 BY ORDER OF THE SOUTHOLD TOWN BOARD By: Judith T. Terry Southold Town Clerk STATE STREET BULKHEAD REPLACEMENT a-1 INSTRUCTIONS TO BIDDERS A. PROPOSALS Proposals must be made in strict accordance with the "Proposal Form" provided. The bidders shall write in ink, both in words & numerals, the price for which he proposed: to furnish all materials, plant, equipment, tools, shoring or bracing, scaffolds, or other facilities, & to perform all labor and services necessary for the proper completion of the work in strict accordance with the plans and specifications, and subject at all times to the approval of the Architect. Each proposal must be signed in writing with the full name and address of bidder. Proposals shall be addressed as indicated on Invitation for Bids and shall be delivered enclosed in an opaque sealed envelope marked "Proposal" bearing title of work, and Bidders Name. No proposal shall be considered which has not been received by the Southold Town Clerk prior to the hour and date stated. B. PROPOSAL GUARANTY A proposal will not be accepted or considered unless accompanied by a guaranty in the form of a bid bond or certified check in the amount of 5% of the total bid, payable to the Town of Southold. As soon as the proposal pdces have been compared, the Owner shall return the bidder's bond or the certified checks accompanying such proposals as, in his judgement, would not likely be involved in making the award. All other proposal quantities will be held until the contract and contract bond have been executed after which they will be released or returned to the respective bidders whose proposals they accompanied. C. OMISSIONS AND DISCREPANCIES Bidders should carefully examine the drawings and specifications, visit the site of work, and fully inform themselves of all conditions and matters which can in any way affect the work or the cost thereof. Should a bidder find discrepancies in or omissions from the drawings, specifications, or other documents or should he be in doubt as to their meaning, he should at once notify the Architect who may issue a written instruction to all bidders. STATE STREET BULKH~D REP~CEMENT B-1 D. PUBLIC OPENING OF PROPOSALS Proposals will be opened and read publicly at the time and place indicated in the Invitation for Bids. Bidders, there authorized agents, and other interested parties are invited to be present. E. AWARD OF CONTRACT Award of contract will be made as soon as practical, a contract may be awarded to a responsible bidder other than the lowest money bidder, if it is in the best interest of the Town. No bid may be withdrawn after scheduled closing time for receipt of bids for a period of 45 days pending execution of a contract by successful bidder. The competency and responsibility of the bidder and his sub-contractors will be considered in making the award. The Town reserves the right to waive any technical error, to accept any bid, or to reject any or all bids. The contract form will be the current edition of AIA Document A101 "Standard form of Agreement between Owner and Contractor (Stipulated Sum)". The Town will either award the project or reject all proposals received within forty-five (45) days after the formal opening of proposals. The acceptance of a proposal will be a notice in writing signed by the Town Clerk and no other act shall constitute the acceptance of a proposal. F. WITHDRAWALS OF PROPOSALS Any bidder upon his or her authorized representative's written request presented not later than the hour set for the opening thereof, will be given permission to withdraw his proposal. At the time of opening the proposals, when such proposals are reached, it will be returned to him unread. G. REJECTION OF PROPOSALS The Town reserves the right to waive any technical error and to reject any and/or all proposals. Without limiting the generality of the foregoing, any proposal which in incomplete, obscure, or irregular may be rejected; any proposal accompanied by an insufficient or irregular certified check or bidder's bond bay be rejected, any proposal having interlineation, erasure or corrections may be rejected. H. PLANT & EQUIPMENT The bidder shall state in his bid that be has available or under his control, plant and equipment of the character and in the amount required to complete the proposed work within the specific time. STATE STREET BULKHEAD REPLACEMENT B-2 I. TIME FOR EXECUTION OF CONTRACT Any bidder whose proposal shall be accepted will be required to appear before the Town in person; or if a firm or corporation, a duly authorized representative shall so appear, and execute six (6) copies of the Contract and furnish satisfactory Performance and Payment Bond within ten (10) days after notice that the Contract has been awarded to him. Failure to execute Contract shall constitute a breach of the agreement effected by the acceptance of the Proposal. The damages to the Town for such breach will include loss from interference with his construction program and other items, the accurate amount of which it will be difficult or impossible to compute. The amount of the certified check or bidder's bond accompanying the Proposal of such bidder shall be retained by the Town, not as a penalty, but as liquidated damages for such breach. In the event any bidder whose proposal shall be accepted shall fail or refuse to execute the Contract as herein before provided, the Town may, at there option, determine that such bidder has abandoned the Contract, and thereupon, his proposal and acceptance thereof shall be null and void, and the Town shall be entitled to liquidated damages as above provided. J. TIME LIMIT TO COMMENCE AND COMPLETE WORK The contractor shall commence work within fifteen (15) calendar days after the date stipulated in the notice to proceed which was given to him by the Town of Southold and shall complete the work within the calendar day limit as set forth by him in his Proposal, but not more than sixty (60) working days. STATE STREET BULKHEAD REPLACEMENT B-3 INDEX TO SPECIFICATIONS BIDDING REQUIREMENTS Invitation to Bid Instructions to Bidders Index to Drawings Proposal Form Statement of Non-Collusion N.Y.S. Affirmative Action Certification AIA Bid Bond Offer of Surety A- 1 through A - 1 B- 1 through B- 3 C - 1 through C - 1 D - 1 through D- 2 E- 1 through E - 1 F-lthrough F-1 AIA Document # A310 G - 1 through G - 1 GENERAL CONDITIONS AIA General Conditions Supplementary General Conditions General Release Prevailing Wage Rates Non-Discrimination Clause Compliance with the Labor Law & Other Dept. of Labor Regulations AIA Document # A201 H - 1 through H- 2 K- I through K- 1 L - I through L - ???? M- 1 through M- 2 N - 1 through N -8 SPECIFICATIONS Building Specifications Page 1 through Page 4 DRAWINGS Site Plan and Bulkhead Section Sheet #: 1 of I STATE STREET BULKHEAD REPLACEMENT C-1 PROPOSALFORM DATE: m~,~ ~', Ic~'7 NAME OF BIDDER: ~-~e--s-~'~-~,'eld ,g~s'~,~,/~'.~ ~"~'. TO: cve~4~,~,~pt,~ ~56,,,/,, ~cJ.C~. IIO7~ SOUTHOLD TOWN BOARD TOWN HALL - 53095 MAIN ROAD SOUTHOLD, NEWYORK 11971 MEMBERS OF THE BOARD: The undersigned as bidder, declares that the only persons, company, or parties interested in this proposal as principals are named below; that this proposal is made without any connection, directly or indirectly with any other bidder for the same work; that it is in all respects fair and without collusion or fraud, and that no person acting for or employed by the aforementioned owner is or will be interested directly or indirectly, in the performance of the contract, or the supplies relating to it, or in any portion of the profit thereof; that he has carefully examined the contract documents dated: January 13, 1997, including bidding requirements, contract, general and special conditions, specifications, contract drawings, and addenda, if any (Note: acknowledgement of addenda and their dates must be included as indicated on bottoM page); that he has satisfied himself by personal examination of the proposed work, and by such other means as he may have chosen, as to the conditions and requirements of the work; and he proposed and agrees that if his proposal be accepted he will contract to furnish all materials not provided by the Town (See Specifications) and to perform all the work required to construct, perform and complete the work at: BULKHEAD REPLACEMENT - STATE STREET (Skipper's Lane) ORIENT, NEW YORK 11957 and all other work in connection therewith, in accordance with the contract documents and addenda, if any, prepared by James A. Richter, R.A., Southold Town Engineering Department, Peconic Lane, Peconic, New York 11958, and shall comply with all the stipulations contained therein and that he will start the work as directed by the Town, he will accept, in full payment thereof as listed below: STATE STREET BULKHEAD REPLACEMENT D-1 BULKHEAD REPLACEMENT AT THE STATE STREET ROAD END IN ORIENT. THE SIZE OF THE BULKHEAD SHALL BE AS INDICATED ON THE PLANS AND IN THE SPECIFICATIONS. THE CONTRACTOR SHALL PROVIDE ALL LABOR & MATERIALS NECESSARY TO CONSTRUCT THE BULKHEAD IN ACCORDANCE WITH THE CONTRACT SPECIFICATIONS. THE ABOVE REFERENCED ACTIVITIES WILL BE COMPLETED FOR THE STIPULATED "LUMP SUM" OF: (written in words) (written in numbers) And he further agrees that if this proposal shall be accepted by the Town and that if he shall refuse, fail or neglect to enter into a Contract pursuant to such proposal and to the requirements of the Town and shall fail to give the required security within the ten (10) days after notice of the acceptance of said proposal, shall have been deposited in the mail addressed to him at the address given in the proposal, that he shall be considered to have abandoned the contract and the sum represented by the certified check accompanying this proposal shall be forfeited to the Town as Liquidated damages; otherwise the certified check shall be returned to the bidder within forty-five (45) days after the date of receiving ~/~ btihdeS~ndersigned, further agllff//lhat this p[oposal is a formal bid and shall remain in effect for a pedod of forty-five (4(5~'~l~ys~ the/T(~wn will accept or reject this proposal or by mutual agreement may extend~ p~/ Signature of Bidder: , /~'~/1\1 I...']~-~ I Business Address' ~-~ ~,.~'~ ~t.~,.~ ,'4-I ~ Telephone Number: Date: h'~ ~ ~'l I¢/¢//? STATE STREET BULKHEAD REPLACEMENT D-2 STATEMENT OF NON-COLLUSION (To be completed by each Bidder) In accordance with Section 103-d General Municipal Law, effective September 1, 1966, every bid or proposal hereafter made to a political subdivision of the State of any public department, agency, or official thereof or to a fore district or any agency or official thereof for work or services performed or to be performed or goods sold or to be sold, shall contain the following statement subscribed to by the bidder and affirmed by such bidder as true under the penalties of perjury; non-collusive bidding certification. A. By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid, each part,/thereto certifies as to its own organization, under penalty of perjury, that to the best of knowledge and belief: (1) The prices in this bid have been ardved at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or any competitor. (2) Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder pdor to opening, directly or indirectly, to any other bidder or to any competitor. (3) No attempt has been made or will be made by the bidder to induce any other person, partnership, or corporation to submit or not to submit a bid for the purpose of restricting competition. B. The person signing this bid or proposal certifies that he has fully informed himself regarding the accuracy of the statements contained in this ceCdfication, and under the statements contained in this certification, and under the penalties of perjury, affirms the truth thereof, such penalties being applicable to the bidder, as well as the person signing in its behalf. That attached hereto (if a corporate bidder) is a certified copy of resolution authorizing the execution of this certificate by the signature of this bid or proposal on behalf of the corporate bidder. RESOLUTION Resolved that ~,.~.S)~','-~(~. ,~.5~c~:;~4~' ~-~o . (Name of Co~oration) authorized to sign and submit the bid or proposal of this corporation for the following Project: be BULKHEAD REPLACEMENT - STATE STREET (Skipper's Lane) ORIENT, NEWYORK 11957 and to include in such bid or proposal the certificate as to non-collusion required by section one-hundred-three-d (103-d) of the General Municipal Law as the act and deed of such corporation, and for any inaccuracies or mis- statements in such certificate this corporate bidder shall be liable under the penalties of perjury. The foregoing is true and correct copy of the resolution adopted by corporation at a meeting of the Board of Directors, held on the ~ day~ , 19 c] .? (SEAL OF THE CORPORATION) Laws of New York, 1965 Ch. 751, Sec. 103-d, as amended effective September 1, 1965 (Signature) STATE STREET BULKHEAD REPLACEMENT E-1 NEW YORK STATE AFFIRMATIVE ACTION CERTIFICATION (TO BE COMPLETED BY EACH BIDDER) Bidder's Certifications: A bidder will not be eligible for award of a contract under this Invitation for Bids unless such bidder has submitted as a part of its bid the following certification, which will be deemed a part of the resulting contract: BIDDER'S CERTIFICATION (Bidder) Certifies that: 1. it intends to use the following listed construction trades in the work under the contract: ; and, as to those trades set forth in the preceding paragraph one hereof for which it is eligible under Part 1 of these Bid Conditions for participation in the Nassau-Suffolk County Plan it will comply with the said County area within the scope of coverage of that Plan, those trades being: ; and/or, as to those trades for which it is required by these Bid Conditions to comply with Part II of these Bid Conditions, it adopts the minimum minority man- power utilization goals and the specific affirmative action steps contained in said Part II, for all construction work (both state and non-state) in the afore- mentioned area subject to these Bid Conditions, these trades being: administering ag~n~ pj subcontractor ce,~ (Sig~t~r~ ; and, f it{~ subcontractors and submit to the contracting or iorlt~ the award of any subcontractor under this contract the se Bid Conditions. o'Ef~rized Representative of Bidder) STATE STREET BULKHEAD REPLACEMENT F-1 THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document A370 Bid Bond KNOW ALL MEN BY THESE PRESENTS, thatwe as Principal, hereinafter called the Principal, and a corporation duly organized under the laws of the State of as Surety, hereinafter called the Surety, are held and firmly bound unto as Obligee, hereinafter called the Obligee, in the sum of Dollars ($ ), for the payment of which sum well and truly to be made, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has submitted a bid for HOW, THEREFORE, il the Obfigee shall accept the bid of the P?incipa( and the Prindpa[ shall enter into a Contract with the Obligee in accordance with the terms ot such bid, and give such bond or bonds as may be specified in the bidding or Contract Documents with good and sufficient surety for the faithful perfon'nance of such Contract and for the prompt payment ot labor and material furnished in the prosecution thereof, or in the ~vent of the failure of the Principal to enter such Contract and give such bond or bonds, it the Principal shall pay to the Oblige~e the difference not to exceed the penalty hereof between the amount specified in said bid and such larger amount for which the Obiigee may in good faith contract with another party to perform the Work covered by said bid, then this obligation shall be null and void, otherwise to remain in full force and effect. Signed and sealed this day of 19 (Witness) [Principal) (Seal) (Tide) (Witness) (SureW) (Seat) (Title) AIA'DOCUMENT A310 · BIO BOND · AIA ® · FEBRUARY 1970 ED * THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N.Y. AVE., bi.W., WASHINGTON. D.C. 20006 OFFER OF SURETY (To be completed by Each Bidder) In the event the above proposal is accepted and the undersigned is awarded the Contract for the work, the undersigned offers as surety for faithful performance, bond and/or bonds to protect labor and material men, the following surety: SURETY COMPANY Signed: (Bidder) CERTIFICATE OF SURETY to be signed by a duly authorized official, agent or attorney of the Surety Company. ' In the event that the above Proposal is accepted and the contract for the work is awarded to said the (Bidder's Name) (Surety Company) will execute the Surety Bonds as herein-before provided. Signed: Authorized Official, Agent or Attorney Date: IMPORTANT: THIS PAGE MUST BE FILLED OUT WHEN CERTIFIED CHECK IS SUBMITTED IN LIEU OF BID BOND, OR BID MAY BE REJECTED. STATE STREET BULKH~D REP~CEMENT G-I g R I C ~ N I N S T I T U T E 0 F A R C H T E ¢ T $ AIA Document A201 General Conditions of the Contract for Construction THIS DOCU,!.IENT HAS L¥1PORTA,X/T LEGAL CONSEQLtENCES: COWSLZTATIO~V WITH ,4N .4TTORNEY IS E.¥COL'ROGED WITH RESPECT TO ITS .!qODIFIC4T[ON 1987 EDITION TABLE OF ARTICLES 1. GENERAL PROVISIONS 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 .MND COMPLETION 10. PROTECTION OF PERSONS ANT) PROPERTY 1 I.INSUR_&NCE AND BONDS 12. UNCOVERING AND CORRECTION OF WORK 13. MISCELLANEOUS PROVISIONS I4. TERMINATION OR SUSPENSION OF THE CONTRACT This document has been approved and endorsed by the .~.ssocmted General Contractors of Amcdca. Copyright 191I, 19t5. 1918. 1925. I937. 1951. 1958. 1961. 1963. 1966. [96-. 1970. 1976. ~ 1987 by Thc Arnencan IrmtituteofArchitccr$. 1"35 Nc'x, York Avenue, N.XXt., Washington, D.C.. 200116. Reproduction of the material hereto or substmatial quotation of its provisions without written permission of the AL4. violates d~e copynght laws of the Unitc--~t States ;md *till be subject to leg=l prosecutions. A201-1987 I INDEX Acceptance of Nonconfon'nlng Work ......... 9.6.6, 9.9.3, 12.3 Acceptance of Work ........... 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3 Acceas fo Work ........................... 3,16,6.2.1, I2.1 Accident Prevention ............................. 4.2.3, 10 Acm and orm~inns ... 3.2.1,3.2.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.2, Addenda ..................................... 1.I.[,3.11 Additional Cost, Clamas for ......... 4.3.6,4.3.7,4.3.9,6.1.1, 10.3 Additional In$pection$ and Testing ....... 4.2.6,9.8.2, 12.2.1, 15.5 Additional Time, Claims for ............. 4.3.6,4.3.8,4.3.9,8.3.2 ADMINISTRATION OF THE CONTRACT ...... 3.3 3, 4, 9.4, 9.5 Advertisement or Invitation to Bid ...................... 1.I. 1 Aesthetic Effect ............................... 4.2.[3, 4.5.1 Allowances ..................................... 3,8 Appflcafiona for Payment :. 4.2.5, 7.3.7, 9.2, 9.3, 9.4, 9.5.1,9.6.3, Approvals ... 2.4.3.3.3,3.5,3.10.2.3.12.4through3.12.8,3.18.3, Architect .......................................... 4.1 Archi[ ec[, Definition o f ............................ 4.1.1 Amhitect, Extent O f Authority ....... 2.4, 3.12.6, 4.2, 4.3.2.4.3.6, Architect, Limitations of Authority and Responsibility. 3.3.3, 3.12.8. 4.2.13, 4.3.2, 5.2.[, 7.4. 9.4.2. 9.6.4, 9.6.6 Architect's Additional Services and E:(penses .......... 2.4,9.8.2. Architect's Administration of tho Contract ......... 4.2, 4.3.6, 4.3.7, 4.4, 9.4. 9.5 Architect's Copytaght ............................... 1.3 Architect's Inspections .......... 4.2.2, 4.2.9, 4.3.6, 9.4.2.9.8.2, Architect's [n~trucoons .. 4.2.6,4.2.7,4.2.8,4.3.7,7.4.1, [2.1, [3.5.2 Architect's Interpretatinns ................. 4.2.I 1, 4.2.12, 4.3.7 Architect's On-Site Observations ....... 4.2.2.4.2.5, 4.3.6.9.4.2, Architect's Project Representative ................ 4.2.10 Architect's Relationship with Co[]trac£or ...... 1.1.2, 3.2.1, 3.2.2, Architect rs Re[at[on,hip with Subcontractors 1.1.2, 4.2.3, 4.2.4. 4.2.6, 9.6.3, 9.6.4, 1 [.3.7 Architect's Representatio ns ................ 9.4.2, 95.I, 9.10.1 Award of Separate Contracts .......................... 6.1.1 Award of Subcontracts and Other Contracts for Portions of tho Work .......................... 5.2 Basic Definitions ............................... 1.1 Boiler and MachtneW Insurance ................. 11.3.2 Bond~, Lien .................................... 9.10.2 Bonds, Perforrnanceand Payment ..... 7.3.6.4,9.10.3, 11.3.9, [1.4 Building Permit .................................... 3.7.1 Capfialfamtlon ....................................... 1.4 Ce~tfficate o f Substantial Completion .................... 9.8.2 Cerflflcats~ for paymellt ...... 4.2.5, 4.2.9, 9.3.3, 9,4, 9.5, 9.6. [, Change Order ...... I .I. 1, 2.4.1,3.8.2.4, 3.1 l, 4.2.8, 4.3.3, 5.2.3, Change Orders, Definition of .......................... . 7.2.1 Changas ......................................... 7.1 CHANGE~ IN THE WORK .... 3.11, 4.2.8, 7, 8.3. I, 9.3. I. 1.10.1.3 Claim, Definition of ............................... 4.3.1 Claims and DIsputas ................ 4.3,4.4,4.5,6.2.5,8.3.2, Claim~ and Timely ASeM'Uon of Claim~ ................ 4.5.6 C~Mms for Addlfional Cost ........ 4.3.6, 4.3.7, 4.3.9, 6.1.[. 10.3 Claims for Additional Time ............ 4.3.6, 4.3.8, 4.3.9, 8.5.2 Claima for ConcasMd or Unknown Condlflon.$ .......... 4.3.6 Claml$ for Damages...3.18, 4.3.9, 6.[.1, 6.2.5.8.3.2.9.5.1.2, 10. t.4 Cleanlog Up ................................... 3.15,6.3 Commencement of $tstufo~/IJmitstion Perfod .......... 13,7 Commencement o f rhe Work, Conditions Relatm8 to ....... 2.[.2, Commencement of the Work, Definiuon of .............. 8.1.2 Administration ........................ 3.9.1,4.2.4.5.2.I Completion, CondRJon5 RelarAng to ....... 3.I 1,3.I5, 4.2.2.4.2.9, COMPLETION, PAYMENTS AND ........................9 Completion, Substantial ......... 4,2.9, 4.3.5.2.8. l. 1, 8.1.3, 8.2.3, Concealed or Unknown Conditions .................... 4.3.6 Consent, Written ................. 1.3.1,3A2.8, 3A4.2.4A.2, CONSTRUCTION SY OWNER OR BY SEPARATE CONTRACTORS .............................. 1.1.4.6 Construction Chango Dlmct~vas 1. [. l, 4.2.8, 7.1, 7.3, 9.3. I. 1 Confingent Aasignment of Sulx:ontracts ............... 5.4 Contlnuins Contract Perfon~anco ................ 4.3,4 CONTRACT, TERMINATION OR SUSPENSION OF THE ................. 4.3.7, 5.4. t.1, 14 Contract Administrauon ................ 3.3.3, 't, 9.4, 9.5 Contract Award and Execution. Conditions Relating to 3.7.1. Contract Documents, The ............ 1.1, 1.21 7 Contract Documents, Definition of ............ l.l l Contract Per formance Dunng Arbitration ...... 4.3.e.t.5.3 Contract Sum ................... 3.8. ~.3 ~. 4.3.7, 4.4.-+. 5.2.3, Contract Thine ............. 4.3.6, 4.3.8.4.-~.4, 72. 1.3, 73, Contract Time, Defiofilorl o f .................... 8.1.1 2 A201-1987 WARNING: Unllr~lnaed pt~tocopying vlolate~ U.$, c~pyltght law~ and Is sub, act to lecJal Im~ecu1~on. CONTRACTOR ....................................... 3 Contractor, Definition of ......................... 3,1,6. t.2 Contractor's Construction Schedules ............ 3.10, 6: l.~ Contractor's Employees ...... 3.3.2, 3.4.2, 3.8.1,3.9, 3.18, 4.2.3, Contracter's UabllJty Insurance ....................... 11.1 Conmactor's Relationship with Separate Contractors ;md Owner's Forces ...... 2.2.6,3.12.5,3,14.2,4.2.4,6, 12.2.5 Contractor's Relationship with Subcontractors ....... 1.2.4,3.3.2, Contractor's Relationship with the Architect .... 1.1.2, 3.2.1, 3.2.2, Contractor's Representauon$.. 1.2.2,3.5.1,3.12.7,6.2.2,8.2.1,9.3.3 Contractor's Responsibility for Those Performing the Work ................ 3.3.2, 3.i8, 4.2.3, 10 Contractor's Review of Contract Documents .... 1.2.2, 3.2, 3.73 Contractor's R~ght to Stop the Work ...................... 9.7 Contractor's Right co Terminate the Contract ............. 14. l Contractor's Superintendent ...................... 3.9, IO.2.6 3.3. 3.4. 4.2.3, 8.2.2, 8.2.3, I0 Copies Furnished of Drawing5 and Specifications ... 1.3, 2.2.5, 3.11 Correction of Work ................. 2.3, 2.4, 4.2.1,9.8.2, Cost, Definition o f ............................ 7.3.6, 14.3.5 CuRing alad Patchifig ....................... 3.14,6.2.6 Damage to Construction of Owner or Separate Contractors 3.14.2. Damage to the Work 3.14.2, 99,1, 10.2.1.2, IO.2.5, 10.3, II.3 D;Lmage$ for Delay ....................6.1.1,8.3.3,9.5.1.6.9.7 Date of Substantial Completion, Defininon o f .............. 8.1.3 Day, Definition of ............................... 8.1.4 gecisiona to Withhold Certification ......... 9.5,9.7, I4.1.1.3 Drawings, Defininon of ....................... l. 1.5 Drawin~s and Specifications. Use and Ownership of ..... 1.1. I ,. 1.3, Effcctive Dar e o f Insurance .................. 8.2.2, 11.1.2 Emergencle~ ................................ 4.3.7, 10.3 Employees, Contractor's .......... 3.3.2,3.4.2,3.8.1,3.9,3.18.1, Execution and Progress of the Work ....... I. 1.3, 1.2.3, 3.2, 3.4.1, Execution, Correlation and Intent of the Contract Documcnts .......................... 1.2,3.7. I Extensions of Time ............. 4.3.1, 4.3.8, 7.2. [ .3, 8.3, [O.3. I Failure of Payment by Contractor ............. 9.5. l.3, 14.2.1.2 Failure of Payment by Owner ............. 4.3.7,9.7, 14.1.3 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment ....... 4.2.1..*.2.9, -~.3.2. Financial Arrangements. Owner's .................. 22.I Fire and Extended Coverage Insurance ................ 1 1,3 GENERAL PROVISIONS ......................... 1 Governing Law ................................. 13.1 Guarantees (Sec Wacrac~ty and Warranties) H~ardous Materials .......................... IO. 1, 10.2.4 Identification o f S ubcont racto rs and Suppliers ............ 5.2.I ififormatlon and Services Required of the Owner ..... 2.1.2,2.2, Inju~ or Damage to Person or propert'y .............. 4.3.9 Inspections ....................... 3.3.3.3.3.4. 3.7.1, 4.2.2. Insurance, Boiler and Machinery ................ 11.3.2 Insurance, Contractor's Liability ............... 11.1 Insurance, Effective Date of ................ 8.2.2, I 1. 1.2 Insurance, Loss of Use ..................... 11.3.3 Insurance, Owner' s Lialaility 11.2 Insurance, ProperW ......................... I0.2.5, 11.3 Insurance, Stored Materials ................. 9.3.2. l 1,3.1.4 INSURANCE AND BONDS ........................ 11 Insurance Companies, Consent ~o Partial Occupancy . . 9.9.1, 11.3. l l Intem,.~t ................................... 13.6 Joinder and Consolidation o f Clalnas Required ........ 4.5.6 Labor Disputes ........................... 8.3.1 Laws and Regulations ....... [.3, 3.6, 3.7, 3.13, 4.1.1, '~.5.5, 4.5.7, Limitation on Consolidation or Joinder ........... 4.5.5 Limitations, Statutes of ................ 4.5.4.2, 12.2.6. 13.7 A201-1987 3 Loss of Use Insurance ....................... 11.3.3 Materials, Hazardous ...................... I0.1, I0,2.4 Means, Methods, Techniques. Sequences and Procedures of Constr'uctlon .......... 3,3.1, 4.2.3, 4.2.7, 9.-~.2 MISCELLANEOUS PROVISIONS ....................... 13 Modifications, Definition of ........................... 1.1.! Mutuel R~pormibfllty . ............................ 6.2 Nonconforming Work, Accaptsnca of ................ 12.3 Noncontbrming Work, Reiection and Correction of ........ 2.3,1, Notice ........... 2.3, 2.4.3.2.1,3.2.2, 3.7.3, 3.7.'L 3.9, 3.12.8, Notice, Written ............. 2.3.2.4, 3.9, 3,12.8, 3.12,9, 4.3, Notice o f Testing and Inspections ................ 13.5.I,13.5.2 Notice to Proceed ................................ 8.2.2 Notices, permit~, F~$ and ...... 2.2.3, 3.7. 3.13, 7.3,6.-L 10.2.2 Observations. Contractor's ...................... 1.2.2, 3.2.2 Occupancy ........................ 9.6.6, 9.8.1,9.9, 11.3.11 On-Site Inspections by the Architect .......... 4.2.2, -L2.9.4.3.6, 9.4.2, 9.8.2, 99.2, 910.1 On-Site Observations by the Architect ........ ~.2.2, 4.2.5, 4.3.6. Orders, Written ........ 2.3, 3.9, 4.3.7, 7, 8,2.2, 11.3.9, 12.1, OWNER ................................ 2 Owner, Information and Services Required of the ........ 2.1.2, Owner's Financial Capability ................. 2.2.1. I-~. 1.1.5 Owner's Lle~illty Ineurance ................... 11.2 Owners LoS.sot'Use [nsurance ............... 1 1.3.3 Owner's Relationship with Subcontractors .............. 1,1.2. Owner's Right to Carry Out the Work ........ 2.4~, 12.2.4. l.L2.2.2 Owner's Right to Clean Up .......................... 6.3 Ownec'e Right to Perform Construction and to Award Sepamts Contrects ........................ 6.1 Ownec'e Right to Stop t~e Wor~ ................... 2.3,4.3.7 Owner's Right to Suspend the Work .................. 14.3 Ownemhtp and Use of Architect's Drawings, Specifications and Other Documents ............. 1.1.1,1.3, 2.2.5, 5.3 pert!al Occupancy or Use ............. 96.6,9.9, 11.3.11 Patchtng, Cut, rig an~ ....................... 3.14,6.2.6 Patent~, Royeitlse and ........................... 3.17 Payment, Applications for ............... 4.2.5.9.2,9.3,9.4. 9.5.I, 9.~.3, 9.[0,1,910.3.9.10,4, 14.2.4 Payment. Cortiflcat~ for ........ 4.2.5.4.2.9, 9.3.3, 9.4, 9.5, Peym~r~t, leeilur~ of .................... 4.3.7, 9.5,1.3, Peyment Bond, Performactce 8ond end ........... 7.3.6.4. PaymentS, Progress .............. 4.3.4.9.3.96. 9.8.3, 9. I0.3, 13.6, 1-L2.3 ~AYM~NT~ ANO OO~LffTION ................... ~, 14 ?aymetats to Subcontractors .............. 5.4.2.9.5.I.3, PCB ........................................ [0.[ Pe~tbmam~ce Bond and Payment Bond .............. 7.3.6.4, 910.3, 11.3.9, 11.4 Permits, Fees and Notices ...... 2.2.3.3.7, 3. I3, 7~3.6.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF ....... 10 P ol ychlo rina t ed Biphtm)-I .................... 10.1 Produc~ Data. Definition o f .......................... 312.2 productDataandSamplca, ShopDrawings... 3.11, 3.12. -k2.7 Progress and Completion .............. ~.2.2, 4.3.4.8.2 Progress Payments ........................ 4.3.~. 9.3, 9.6, 9.8.3. 9103, [3.6. 1.~.2.3 Proiect Manuals ............................. 2.2.5 Prope~o/Insurance ....................... [0.2.5.11.3 PROTI!CTION OF PE~ONS AND PROPERTY ........ 10 Regulations and Laws ........... 1.3, 3,6.3.7. 3,13.4. I. I. -L 5.5. Reiection o f Work ................. 35 I, a..2.6. 12.2 6.2.2. 8.2.1, 9.3.3, 9.-~.2. 95[. 9.8.2, 9 [0[ Resolution of Claims and Disputes ........... 4.4,4.5 Responsibility for Those Performing the Work ...... 3.3.2, Review of Contract Documents and .=;eld 4.2.'. -L2.9, 52. i. 52.3. 9.2. 98.2 and Samples by Contractor 3.12.5 4 A201-1987 Rulse and Noflcse for Art~itrafion ..................... 4.5.2 Safety of pemone and Pruperty ...................... 10,2 Safet~ Precauflone end Progrsme .......... 4.2.3, 4.2.7,10.1 Samples, Definition o f .............................. 3.I2.3 Semple~, Shop Drawings, product Data and ., 3.1 l, 3.12, 4.2.7 Samplse et the SI[a, Documenta and ................ 3.11 Schedule of Valuse ............................. g.2, 9.3.t S. eparate Contrac:s and Cant rectors .......... 1.1.4.3.[4.2, 4.2.4. Shop D rawings, De finition o f .................. : ...... 3.[2.1 Shop Drawings, product Data and Samples .... 3.11,3.12,4.2.7 Site, Use of ........................... 3.13, 6. t. l, 6.2. [ Site Inspections . . 1.2.2.3.3.4.4.2.2, -L2.9, 4.3.6.9.8.2, 9.10. I. 13.5 9.4,2. 9.5.1, 98.2. 9.9.2. 9.10.[, [3.5 Special Inspecfions and Tesdng .......... 4.2.6, 12.2.1, 13,5 Staru£es of Limitations ...................4.5,-L2. 12.2.6, 13.7 Stopping the Work .......... 2.3, 4.3.7, 9.7, I 0.1.2. 10.3, 1-+. Stored Materials ........... 6.2.1.9.3.2. 10.2.12. [[.3.l.4, I212.4 Subcontractor. Definition of ................... 5.1,1 SUBCONTRACTORS S Subcon£ractors. Work by .............. 1.2.4.3.3,2, 3. t2.1. Subcontractual Reletlon~ ......... 5.3, 5.4,9.3.1.2,9.6.2, Subrogation, Waivers of ......... 6. I. I, 11.3.5,11.3.7 Succeseors and Aseigna ........... 13.2 Supervision and Construction Procedures SuspeneionbytheOwnerforConvenience ............. 14.3 Suspension of[he Work ............. 4.3.7,5.4.2, 14. I.[.4, 14.3 S u.spensio n or Termination o f the Contract ...... 4.3.7, 5.4.1.1, 14 Taxes .................................... 3.6, 73.6.4 Termination by the Contractor ........................ 14.1 Termination by the Owner for Cause ............ 5.4.[.1.14.2 Termination o f thc Architect .......................... 4.[.3 Termination o f the Contractor ........................ 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT ...... 14 TsetS and Inspections .. 3.3.3, a...6, -L-.9, 9.~ ....... 1,13.5 TIME ............................................. 8 Time, Delays and Extensions of .............. 4.3.8.72.[.8.3 Time Limits, Specific ......... 2.1.2, 2.2.1, 2.4, 3. t 0, 3. t [, 3. [ 5.1, Time LJmita on Claims ........ 4.3,2, 4.3.3, 4.3.6, 4,3.9, 4.4, 4.5 Title to Work ......................... 93.2.9.3.3 UNCOV~=RiNG AND CORRECTION OF WORK .......... 12 Uncovering of Work ......................... 12.1 Unforeseen Conditions ................... J..3.6, 8.3.i, [0~ Unit Prices ............................... 7.[.4, 7,3.3.2 Use of Sita ........................ 3.13, 6.1.1.6,2,1 Values, Schedule of ........................ 9.2, 9.3.1 Waiver ct Claime: Final Payment .......... 4.3.5, 4.5.1,9. [0,3 Waiver of Claims by thc Contractor ......... 9.[0.-L Waiver of Claims by the Owner ......... 4.3.5, 4.5 [, 9.9.3, Waiver of Liens ................................ 910.2 Waivers of Subrogadon ................... 6.[.[, 1 [.3.5.11.3.7 Warranty and Warranties ......................... 3.5,4.2.9, When ArbitraUon May Be Demanded .............. 4.5.4 Written Consent ............. [.3.1.3.12.8.3.14.2.4.1,2, 4.3.4, Written Orders ........................ 2.3, 39..~.3.7. A201-1987 5 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ARTICLE 1 GENERAL PROVISIONS 1.1 BASIC DEFINITIONS 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents consist of the Agreement between Owner and Contractor (hereina~er the Agreement), Conditions of the Contract (General, Supplementary and other Conditions), Drawings, SpecLCtcations, addenda issued pdor to execution of the Contract, other documents listed in the Agreement and Modifications issued a~er execution of the Contract. A Modifi- cation is (I) a written amendment to the Contract signed by both parries, (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 ~.s bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid or portions of addenda renting to bidding requirements). 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Con- tract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contrac- tual relationship of any kind (1) between the Architect and Con- tractor, (2) between the Owner and a Subcontractor or Sub- subcontractor or (3) between any persons or entities other than the Owner and Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. 1.1.3 THE WORK The term "Work" mere'ts the COnstruction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. 1.1.4 THE PROJECT The Project is the total construction of which thc Work per- formed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors. 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Con- tract Documents, wherever located and whenever J~sued, showing the design, [oration and dimensions of the Work. generaBy including plans, elevations, sections, deta~, sched- ules and diagrams. 1.1.6 THE SPECIFICATIONS The Specificanons are that portion of the Contract Documents consisnng of the written requirements for materials, equip- meat. construction systems, standards and workmanship for the Wort(, and performance of related service~. 1,1.7 THE PROJECT MANUAL The Proiect Manu~l is the volume usually assembled for die Work which may include the bidding requirements, sample form.s, Conditions of the Contract and Specifications. 1,2 EXECUTION, CORREI.ATION AND INTENT 1.2.1 The Contract Documents shall be signed by the Owner and Contractor as provided in the Agreement. If either the Owner or Contractor or both do not s*gn all the Contract Documents, the Architect shali identify such unsigned DOOa- meats upon request. 1.2.2 E~xecution of the Contract by the Contractor is a repre- sentation that the Contractor has visited the site, become famil- iar with local conditions under which the Work is to be per- formed and correlated personal observations with require- meats of the Contrac~ Documents. 1.2.3 The intent of the Contract Documents is to include all item$ necessary for the proper e.xecut~on and completion of the Work by the Contractor. The Contract Documents are comple- mentary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Docu- ments and reasonably inferable from them as being necessary to produce the intended results. 1.2.4 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in estahLL~hing the extent of Work to be performed by any trade. 1.2.$ Unless otherwise stated in the Contract Documents, words which have well-known technical or construction indus- try, meanings are used in the Contract Documents in accord- ance with such recognized meanings. 1.3 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 1.3.1 The Drawings, Specificarions and other documents prepared by the .~.'chitect are instruments of the Architect's service through which the Work to be executed by the Con- tractor is described. The Contractor may retain one contract record set. Neither the Contractor nor any Subcontractor, Sub- subcontractor or material or equipment supplier shall own or claim a copyright irt the Drawings, Specifications and other documents prepared by the .~rchitect, and unless other~'ise indicated the :krchitect shall be deemed the author of them and will retain all common law, statutory and other reserved rights, in addition to the copyright. MI copies of them, except the Contractor's record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the Work. The Drawings. Specifications and other documertts prepared by the Architect, and copies thereof furnished to the Contrac- tor. are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub- subcontractor or material or equipment supplier on other prop ects or for additions to this Project outside the Scope of the 6 A201-1987 Work without the specific written consent of the Owner and Mchitect. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are granted a limited license to use and reproduce applicable portions of tile Draw. ings, Specificabons and other documents prepared by the Architect appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this license shall bear the statutory copyright notice, if any, shown on the Drawings, SpecLficarions and other docm'nents prepared by the Architect. Submittal or distribution to meet official regulatory requirements or for other purposes in con- nection with this Project is not to be construed as publication in derogation of the Architect's copyright or other reserved 1.4 CAPITALIZATION 1.4.1 Terms capitalized in these General Conditions include those which ai'e (1) speciticafiy defined, (2) the tides of num- bered articles and identified references to Paragraphs, Subpara- graphs and Clauses in the document or (3) the dries of other documents published by the Amerloafl Institute of Architects. 1 .$ INTERPRETATION 1.5.1 In the interest of brevity the Contract Documents fre- quently omit modifying words such as "all" and "any" and arti- cles such as "the" and "an," hut the fact that a modifier or an article ks absent from one statement and appears in another ks not intended to affect the interpretation of either statement. ARTICLE 2 OWNER 2.1 DEFINFFION 2.1.1 The Owner ks ~he person or entity identified as such in the Agreement and ks referred to throughout the Contract Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. 2.1.2 The Owner upon reasonable written request shall furnish to the Contractor in writing information which is necessary, and 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 ks located, usually referred to ~ the site, and the Owner's interest therein at the time of execution of the Agreement and, within five clays after any change, information of such change in title, recorded or unrecorded. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 2.2.1 The Owner shall, at the request of the Contractor, prior to execution of the Agreement and promptly from time to time thereafter, furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Contract. [Note: Unless su¢'D reasot~t)le erzdence were furnisl~e[l On request prior to tbe execution of the Agreeme~zt, the prospective cotItractor would not be 2.2.2 The Owner shall furnish surveys describing physical characterksucs, legal {imitations and utility locations for the site of the Project, and a legal description of the site. 2.2.3 Except for permits and fees whictl are the responsibility shall secure :md pay for necess~, approvals, e-.:.sements, assess- merits and charges required for construction, use or occupancy of permmqent structures or for permanent changes in existing facilities. 2.9.4 information or services under the Owner's control shall be furnished by the Owner with reasonable promptness to avoid delay in orderly progress of the Work. 2.9.$ Unless otherwise provided in the Contract Documents, the Contractor will be furrlished, free of charge, such copies of Drawing~ and Project ManuaLs as are reasonably necessary, for execution of the Work. 2.2.8 The foregoing are in addition to other duties and respon- sibilities of the Owner enumerated herein and especially those in respect to Article 6 (Construction by Owner or by Separate Contractors), Article 9 (Payments and Completion) and A_,~cle 11 (lnsura.qce and Bonds). 2.3 OWNER'S RIGHT TO STOP THE WORK 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents a.s required by Paragraph 12.2 or persistendy falls to can-y out Work in accordance with the Contract Documents, the Owner, by written order signed personally or by an agent specifically' so empowered by the Owner in writing, may order the Contrac- tor to stop the Work, or any portion thereof, until the cause for such order has been eliminated: however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this fight for the benefit of the Con- tractor or any other person or entity, except to the extent required by Subparagraph 6.1.3. 2.4 OWNE~rS RIGHT TO CARRY OUT THE WORK 2.4.1 If the Contractor defaults or negiects to carry out the Work in accord,'~ce with the Contract Documents and ~':~[ks 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 second seven-day period. If the Contractor within such second seven- day period after receipt of such second notice fails to com- mence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payme~lts then or thereafter due the Contractor the cost of ct)rrecting such defi- ciencies, including cnmpensation for the Architect's additional services and expenses made necessary by such deJ;ault, neglect or failure. Such action by the Owner and amounts charged to the Contractor =re both subject to prior approval of the Archi- tect. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 3.1 CONTRACTOR DEFINITION 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents o5 if singular in number. The term "Contractor" means the Contractor or the Contractor's authorized representative. A201-1987 7 3.2 REVIEW OF CONTRACt, DOCtJMENTS AND FIELD CONDFHONS BY CONTRACTOR 3.2.1 The Contractor shall crarefuJly study and compare thc Contract Documents with e';tch other and with information furnished by the Owner pursuant to Subparagraph 2.2.2 and shall at once report to the Architect errors, inconsistencies dC omissions discovered. The Contractor shall not be liable to the Owner or Architect for damage resulting from errors, inconsis- tencies or omissions in r_he Contract Documents urdeas the Contractor recognized such error, inconsistency or omission and knowingly failed to report it to the Architect. If the Con- tractor performs any construction activity knowing it involves a recognized error, inconsistency or omission in the Contract Documents without such notice to the Architec[, the Contrac- tor shall assume appropriate responsibility for such perfor- mance and shall bear an appropriate amount of the attributable costs for correction. 3.2.2 The Contractor shall take field measurements and verify, field conditions and shall carefully compare such field mea- surements and conditions and other information known to the Contractor with the Contract Documents before commencing activities. Errors, inconsistencies or omissions discovered sh:,q be reported to the Architect at once. 3.2.13 The Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pur- suant to Paragraph 3.12. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1 The Contractor shall supervise and direct the Work, nsing the Comractor s best skill and attention. The Contractor shoal be solely responsible for and have control over construc- tion means, method5, techniques, sequences and procedures and for coordinating-;ill portions of the Work under the Con- tract, unless Contract Documents g~ve other specific instruc- tions concerning these matters. 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons performing portions of the Work under a contract with the Contractor. 3.3.3 The Contractor shall not be relieved of obligations to per- form the Work in accordance with the Contract Documents either by activincs or duties of the Architect in the Architect's administration of the Contract, or by tests, inspectkms or apprnvals required or performed by persons other than the 3.3.4 The Contractor shalI be responsible for inspection of por- tions of Work already performed under thLs Contract to deter- 3.4 LABOR AND MATERIALS 3.4.1 Unless other~-ise provided in the Comract Documents, the Contractor shaft provide and pay for labor, materials, equip- necessary for proper execution and completion of the Work, rated or to be incorporated in the Work. 3.4.2 The Contractor ~hall enforce strict discipline and good carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not ~killed icl tasks as.signed to them. 3.5 WARRANTY 3.$.1 The Contractor warrants to the Owner and Architect that materials and equipment furnJ3hed under the Contract will be of good quality and new unle~ otherwise required or permit- ted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform with the requirements of the Contract Documents. Work not conforming to these require- ments, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the ,-Lrchitect, the Contrac[or shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 3.6 TAXES 3.6.1 The Contractor shall pay sales, consumer, usc and similar taxes for the Work or portions thereof provided by the Con- tractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 3.7 PERMITS, FEES AND NOTICES 3.7.1 Unless otherwise provided in the Contract Documents, the Comractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper executinn and completion of the Work which are cqJstomarfly secured after execution of the Contract and which are legally required ;.-hen bids are received or nego- tiations concluded. a.7.2 The Contractor shall comp[y with and gxve notices required by laws, ordinances, rules, regulations and lawful orders of public authorities bearing on performance of the Work. 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and roles and regdia- tions. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall prompdy notify the Architect and Owner in writing, and necessary changes shall be accomplished by appropriate Modificatkm. 3.7.4 If the Contractor performs Work knowing it to be con- trary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall assume Mil responsibility for such Work and shall be'ar the attributable costs. 3.8 ALLOWANCES 3.8.1 The Contractor shall include in the Comract S~m all allowances stated in the Comfort Documenrs. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor which the Contractor makes reasonable objecuon. 3.8.2 Unless otherwise provided in the Contract Documents: .1 mated:~tis and equipment under an allowance shall Be selected promptly by the Owner to avoid delay in the materials and equipment delivered at the site and all 8 A201-1987 .3 Contractor's costs for 1.reloading and hm~dling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shaft be included in the Contract Sum and not in the Mlowances; ,4, whenever costs axe more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the Mlowance$ under Clanse 3,8.2.2 and (2) changes in Contractor's costs under Clause 3.8.2.3. 3.9 SUPERINTENDENT 3,9.1 The Contractor shall employ a competent superinten- dent and necessary assLstants who shall be in attendance at the Project site during performance of the Work. The superinten- dent shall represent the Contractor, and communications given to the superintendent shall be as binding a.s if given to the Con- tractor. Important communications shall be confirmed in writ- ing. Other communications shall be similarly confirmed on written request in each case. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 The Contractor, promptly after being awarded the Con- tract, shall prepare and submit for the Owner's and Architect's inf(Drmatit}n a Contractor's construction schedule for the Work. The schedule sh'~dl not exceed time limits current under the Contract Docdments, shall be revised at appropr~are intervals as required by the conditions of the Work and Project. shall be related to the entire Project to the extent required by the Con- tract Documents. and shall provide for expeditious and practi- cable execution of the Work. 3.10.2 The Contractor shall prepare ~nd keep current, for the Architect's approval.'a schedule of submittals which is coordi- nated with the Comracror's construction schedule and aJlows the .~-chirect ressonable time to review submittals. 3.10.3 The Contractor shall conform rD the most recent schedules, 3.11 DOCUMENTS AND SAMPLES AT THE SITE 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, addenda, Change Orde~ and other Modifications, in good order and marked currently rD record changes and selections made during construction, and in addition approved Shop Drawings. Prod- uct Data, Samples and similar required submittals. These shalJ be available to the Architect and shall be delivered to the Archi- tect for submitL~d to the Owner upon completion of the Work. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 3.12.1 Shop Drawings :~e drawings, diagrams, ychedules :md other data specially prepared for the Work by the Comractor or a Subconrracror. Sub-subcontractor, manui'scturer, supplier or 3.12.3 Samples arc physical examples which illustrate by which the Work will be judged. which submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect is subject to the limitations of Subparagraph 4.2.7. 3.12.5 The Contractor shall review, approve and submit to the Architect Shop Drawings, Product Data, Sanaples and sLtt'djar submittals required by the Contract Documents with rea.son- able promptness and in such sequence as to cause no deja)- in the Work or in the activities of the Owner or of separate con- tractors. Submittals made by the Contractor which are not required by the Contract Documents may be returned without action. 3.12.6 The Contractor shall perform no pot:ion of the Work requiring submittal and review of Shop Drawings. Product Data, Samples or similar submittaL~ until the respective submit- tal ha5 been approved by the .~xchirect. Such Work shall be in accordance with approved submittals. 3.12.7' By approving and submitting Shop Drawings. Product Data, Samples and similar submittak'¢, the Contractor represents that the Contractor h:L~ determined :md verified materials, field measurements and field construction criteria related thereto, ot will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Docu~nents. 3.12.8 The Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the M'chitect's approval of Shop Drawings, Product Data, Samples or similar submittals uhic~3 the Contractor hat specifically informed the ArchiteCt in writing of such deviation at the time of subminal and the ArcMrect ha5 given written appn)val to the specific deviation. The Contractor shall not be relieved of responsibility for errors or tlmLssions in Shop Draw- ings. Product Data. Sacnpie~ cdr similar suhmitr~tLs by the Arohi- tect's approval thereof. 3.12.9 The Contractor shall direct specific attention, in writhag or on resubmitted Shop Drawings, Product Data. Smmpies or similar submitrals, to revisions other than those requested by the Architect on previous submittals. 3.12.10 Informatiomd submittals upon which the Architect is not expected to take responsive action may be so identified in a.12.11 When p rD feasional certification o f peffo rmance crirecia of mater/als, systems or equipment is required Dy the Contract Documents, the Architect shall be entitled rD rely upon the accuracy and completeness of such c~Jculatior~s and ceccifi- 3.13 use OF SHE 3.13.1 The Contractor shall confine o~erations at the site to 3.14 CUTTING AND PATCHING 3.14.1 The Contractor shalI be responsible for cutting, rifting or patching required to cornplere the Work or rD make its parts fit together properly. 3.14.2 The Contractor shall not damage or endanger a portion or' the Work or fuiIy or papally completed construction of the Owner or separate contractors by caning, patching or other- A201-1987 9 not be unreasormbly withheld. The Contractor shall not unrea- sonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. 3.15 CLEANING UP 3.15.1 The Commctor shall keep the premises and surround- Lng area free from accumulation of waste materials or rubbish caused by operations under the Connect. At completion of the Work the Contractor si'mil remove from and about the Proiect waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. 3.16.2 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. 3.16 ACCESS TO WORK 3.16.1 The Contractor shaLl provide the Owner and Architect access to the Work in preparation and progress wherever located. 3.1'7 ROYALTIES AND PATENTS 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of patent dgllts and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or prod- uct of a pamcular manufacturer or manufacturers ks requireti by son to believe that the required design, process or product is an infringement of a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the 3.18 INDEMNIFICATION 3.18.1 To the fi~Llest extent permitted by law, the Contractor shall indemnify and bold harmless the Owner, Architect, Archi- tect's con~,ditants, and agents and employees of any of them from and against claims, damages, losses and expenses, includ- ing but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, dam- age, loss or expense ks attributable to bodily injury, sickness, disease or death, or to injury, to or destruction of tangible prop- erty (other than thc Work itself) including loss of use resulting therefrom, but only to the extent caused in whole or in part by anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Paragraph 3.18. 3.18.2 In claims agmnst any person or entity indemnified under this Paragraph 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them tion obligation under this Paragraph 3.18 shall not be limited by benefits payable by or for the Contractor or a Subcontractor 3.16.3 The obligations of the Contractor under this Paragraph 3,18 shall not extend to the liability of the Architect, the Archi- tect's consultants, and agents and employees of any of them adsing out of( 1 ) the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifica- tions, or (2) the giving of or the failure to give directions or instructions by the Architect, the Architect's consultmats, and agents and employees of any of them provided such giving or failure to give is the primacy cause of the injury or damage. ARTICLE 4 ADMINISTRATION OF THE CONTRACT 4.1 ARCHITECT 4.1.1 The Architect is the person lawfiilly licensed to practice architecture, or an entity lawfully prachcing architecture iden- tiffed as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect" means the Architect or the Architect's authorized representative. 4.1.2 Duties, responsibilities and [Lmitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unrea- sonably withheld. 4.1.3 In case of termination of employment of the Architect, the Owner shall appoint an architect against whom the Con~ tractor makes no reasonable objection and whose status under the Contract Documents shall be that of the former architect. 4.1.4 Disputes arising under Subparagraphs 4.1.2 and 4.I.3 shall be subiect to arbitration, 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT 4.2.1 The Architect will provide administration of the Contract as describeti in the Contract Documents, and will be the Owner's representative (1) during construction, (2) until Final payment is due and (3) with the Owner's concurrence, from time to time during the correction period described in Para- graph 12.2. The Architect will advise and consult with the Owner. The .~'chitect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified by written instrument in accordance with other provisions of the Contmc:. 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction to become generally famLliar with the progress and quality of the completed Work and to determine in general if the Work is being performed in a manner indicat- ing that the Work, when completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check quality or quantity of the Work. On the basis of on- site observations as an architect, the Architect ,;,-ill keep the Owner informed of progre~ of the Work, and will endeavor to guazd the Owner against defects and deficiencies in the Work. 4.2.3 The Architect will not have control over bt charge of and will not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's re~pousibility a5 provided in Paragraph 3,3. The Architect will not be responsible for the Contractor's fmlure to carry, out the Work in accordance with the Contract Documents. The Architect will not have control over or charge of ;.nd will not be responsible for acts or omissions of the Con- 10 A201-1987 tractor, Subcontractors, or their agents or employees, or of any other persons perforrmng portions of the Work. 4.2.4 Communicslhans Facilitating Contract Adminiatra- than. Except as otherwise provided in thc Contract Doo. zments or when direct commun~ications have been specially autho- rized, the Owner and Contractor shall endeavor to corm'nunl- cate through the Architect. Communications by and with the Architect's consultants shaft be through the Architect. Commu- nications by and with Subcontractors and material suppliers shMi be through die Contractor. CommUCUcations by and with separate contractors shall be through the Owner, 4.2.6 Based On the Architect's obsecvafions and evaluations of the Contractor's Applications ilar Payment, the Architect will review and certify the amounts due the Cnnt.~ctor and will issue Certificates for Payment in such amounts. 4.2.6 The Architect will have authority to reiect Work which does not conform to the Contract Documents. Whe.~ever the Architect considers it neces.~ty or advisable for implementa- tion of the intent of the Contract Doctwnent. s, the .~rohitect will have authority to require additional inspection or testing of the Work in accordance with Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated, inet. ailed or completed. However, neither this authority of the Architect nor a dec,sion made in good faith either to exercise or not to exercise such authority sha~I give ~ to a duty or responsibility of the Archi- tect to the Contractor, Subcontractors, material and. equipment suppliers, their agents or employees, or other persons perform- ing portions of the Work. 4.2.? The Architect will review and approve or take other appropriate action upon the Contractor's submittab 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 Docu- ments. The Architect's action will be taken with such reason- able promptness as to cau..~ no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the ArchiteCt's professinnal judgment to permit adequate review. Review of such submina~ is not conducted for the purpose of determining the accuracy and completeness of other detads such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor a5 required by the Contract Documents, The Architect's review of the Contractor's submit- tats shall not relieve the Contractor of the obligations under Paragraphs 3.3, 3.5 and 3.12, The Architect's review shall not constitute approval of safety precautions or, unless otherwise specilicalJy stated by the Architect, of any construction methocL% techniques, sequences or procedures. The .&rchitect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 4.2,8 The Architect will prepare Change Orders and Construc- tion Change Directives, and may authorize minor changes in the Work a$ provided in Paragraph 7.4. 4,2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of ~nal completion, will receive and forward to the Owner for the Owner's review and record~ wrinen warranties and related documents required by the Contract and assembled by the Contractor, and will issue a final Certilicate for Payment upon compliance with the requirements of the Contract Docu~nenrs. 4.2.10 If the Owner and Architect agree, the Architect will pro- vide one or more project representatives to a~ist in carrying out the Architect's responsibLUties at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorpo- rated in the Contract Documents. 4.2.11 The Architect will interpret and decide matters concern- ing performance under and requirements of the Contract Documents on written request of either the Owner or Contrac- tor. The Architect's response to such requests will be made with reasonable prompmess and within any rime Emits agreed upon. If no agreement is made concecnmg the time within which interpretations required of the Architect shMi be Mr- nished In compliance with this Paragraph 4.2, then delay shall not be recognized on account of fMiure by the Architect to fur- nish such ilaterpretations until 15 days after written request is made for them. 4.2.12 Interpretations and decisions of the Architect wil~ be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and w~ not be liable for results of interpretations or decisions so rendered in good faith. 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be ~'mal if consistent with the intent e-'~pressed in the Contract Documents. 4.3 CLAIMS AND DISPUTES 4.3.1 Definition. A Claim is a demand or asserbon by one of the parties seeking, as a matter of dght, adjustment or interpre- tation 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 ques- tion between the Owner and Contractor arising out of or relat- ing to the Contract. CIam~s must he made by written notice. The responsibility to substantiate Claims shall rest with the party making the Clali'n. 4.:4.2 Decision of Architect. Claims, including those alleging an error or omission by the Architect, 5hail be referred ininaJIy to the Architect for actiort as provided in Paragraph 4.4. A deci- sion by the .&rchitect. as provided in Subparagraph 4.4.4, shall be required as a condition precedent to arbitration or litigation of a Claim between the Contractor and Owner as to MI such matters arising prior to the date final payment is due, regardless of (1) whether such matters relate to execution and progress of the Work or (2) the extent to which the Work has been com- pleted. The decision by the Architect in response to a Claim shall not be a condition precedent to arbitration or litigation in the event (1) the position of Architect is vacant, (2) the A~rchitect has not received evidence or ha5 failed to render a decision within agreed time limits, (3) the Architect has failed to take action required under Subparagraph 4.4.4 within 30 days after the Claim is made, (4) 45 days have pa~sed after the ClaJro has been referred co the .~chitect or (5) the Claim relates co a mechanic's lien. 4.3.3 Time Limits on Claims. Clawns by either party must be made within 21 days ai%r occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Clmm, whichever is Later. Claims most be made by written notice. An additional C?aim made after the initial Claim has been implemented by Change Order w~l not be considered urtless submitted L~ a timei!,, mariner. A201-1987 11 4.3.4 Continuing Contract Performance. Pending Final reso- lution of a Claim including arbitration, unless otherwise agreed in writing thc Contractor shall proceed diligently with perfor- m:race of the Contract and the Owner si'mil continue to make payments in accordance with the Contract Doo..wnents. 4.3.5 Waiver of C~alms: Final Payment. The making of Final payment shall constitute a waiver of Cl:~ns by the Owner except those ar~tng from: .1 liens, C~ms, security interests or encumbrances ad, s- ing out of the Contract ~nd unseffied; .2 fmiurc of the Work to compfy with the ~cqulrements of the Con[race Documents; or .3 ten'ns of sp¢ci~r warranties required by the Contract Documents. 4.3.6 Claims for Concealed or Unknown Conditions. If con- ditions are encountered at thc site which are (1) subsurface or otherwise concc:]Jed physical conditions which differ mated- ~fly from those indicated in the Contract Documents or (2) unknown physic',~ conditions of un unusu~ nature, which dif- fer matcrb~y from thnsc ordinahly found to ernst and gene~ly reco~Jzed 25 i~erc~t in construction activities of the chm~cter provided for tn the Contract Documents, then notice by ine observing parry shalJ be ;ivan to the other parcy prompdy before conditions are d~turbed =nd in no event hter than 21 d~ys al;er first observance of the conditions. The Archi- tect will promptly investigate such conditions :]nd, ff they differ mateti=Jly md cause an tncrcose or decrc~e tn the Contmmor'$ cost of, or time required for, performance of any parc of the Work, will recommend an equitable adlnstment in the Contract Sum or Contract T~ne, or both. [f the .~'chitect determines that the conditions at [he site ~-e not matermJIy different from those indicated in the Con£mct Documents and that no change in thc terms of the Contract is justified, [he Architect sh~Jl ~o notify Claims by either pm'W in opposition to such determtnation mu~t be made within 2I ~ys a~cr the ~chitec[ h~ ~ven thc 3dj~tmenr sh~l be r~ferred ~o th~ Architect for thi[l~ deter- 4.3.7 Claims for Additional Cost 1~ rhe Contractor w~hes ~o ~ provided h=m~ sh~I be given before proceeding [o execure thc Work. Pdor notice is nor r=qdired for Claims ml~ting to emergency en~gertng life or property =~ng under P~- graph I0.5. I[ ~ Contmmor believes additional cost is tnte~mm[ion from the ~chltec[, (2) ~ order by the Owner stop the Work where the Contractor w~ not =t ~=dit, (3) a r~n order for a mtnor ch~gc in the Work ~sued by the Archi- tect (4) [aflure of paymcnt by th~ Owner, (5) tc~arion of the Contract by the Owner, (6) Owner's sm~nsion or (7) other 4.3.8 C~ims for Additional Time tn thc Contract T~c, wfirten notice ~ provided hercth shall be and o~ probable effect of dei~ on pro~s of the Work. tn the 4.3.8.2 If adverse wmth=r condiriom arc ~ b~i~ tot ~ Cl~m for addiuon~ time, such CI~ sh~l be documented by ~ta substantiating that weather conditions were abnormal for the period of tLme and could not have been rexsonably anticipated, and that weather conditions had an adverse effect on the scheduled construction. 4.3.9 Injury or Damage to Person or Property. If either party. to the Contract suffers injury, or damage to person or property, because of an act or omission of the other party., of any of the other party's employees or agents, or of others for whose acts such party, is legally liable, wdnen notice of such injury, or damage, whether or not insured, sh~ be given to the other parry, within a reasonable time not exceeding 21 days after first observance. The notice shall provide sufficient detail to enable the other party to investigate the matter. If a Claim for addi- ttonal cost or time related to this Claim is to be asserted, it shall be Fried as provided in Subparagraphs 4.3.7 or 4.3.8. 4.4 RESOLUTION OF CLAIMS AND OISPUTES 4.4,1 The Architect will review Claims and take one or more the following preliminary, actions within ten days of receipt ora Claim: (1) request additinn=.l supporting data from the claimant, (2) submit a schedule to the patties indicating when the Archi- tect expects to take action, (3) reject the Claim in whole or in part, stating reasons for rejection, (4) recommend approval of the Claim by the other party or (5) suggest a compromise. The Architect may also, but is not obligared to, notify, the surety, if any, of the nature and a.mount of the Claim. 4.4.2 Ifa Claim has been resolved, the Architect will prepare or obtmn appropriate documentation. 4.4.3 If a Claim has not been resolved, the party making the Claim shall, within ten days after the Architect's preliminary response, take one or more of the following actions: (1) submit additional supporting d~ta requested by the Architect. (2) modify the initial Claim or (3) notify, the Architect that the initial Claim stands. 4.4.4 [fa Claim has not been resolved after consideration of the foregoing and of further evidence presented by the parties or requested by the Architect, the Architect will notify the parrtes in wdttng that the Architect's decision will be made within seven days, which decision sh:dl he final and binding on the parties but subject to arbitration. Upon expiration of such time period, the Architect will render to the parties the Architect's written decision relative to the Claim, including any change in the Contract Sum or Contract Time or Doth. If there is a surety and there appears to be a possibility of a Contractor's det~auk. the Architect may, but is not obligated to, notify the surety and request the surety's mssistance in resolving the controversy. 4.5 ARBiTRATION 4.5.1 Controvemles and Claims Subject to Arbitration..-Lqy or the breach thereof, shall be settled by arbitration in accor- provided for in Subparagraph 4.3.5. Such c(>nm]versies or a decision as provided in Subparagraph 4.4.4 shall be subject to may 10e commenced when 45 days have passed after a Claim has been referred to the Architect as provided in Paragraph 12 A201-1987 4.5.2 Rules and Notices for Arbitration. Cleans be~vc=n the Owner and Contractor not re~lvcd under P~ph 4.4 sh~, if subject to ~bi~tion ~der Subp~gmph 4.5.1, be decided by ~bit~on ~ accor~c~ wi~ ~c Co~on No,cc of dc~d for ~b~on shaft bc ~cd ~ w~g thc other p~ to ~c Agreement beacon thc O~cr ~d Con- ~ctor ~d w~th ~c ~cdc~ ~bitmtion ~c~on, copy sh~l be fdcd ~ thc ~chRcct. t~t~on proc~, ~c O~ncr ~d Cont~og s~ comply ~ith Subp~ph 43.4. 4.5,~ When A~Uon May ~ DemandS. ~d for =b~- t~tion of ~y ~ mmy not ~ made ~di ~c ~Hcr of (1) thc ~tc on which ~c ~chR~ct h~ r~dcrcd a ~ ~ncn dccb sion on th~ C~) (2) ~c tcn~ ~y ~cr thc p~cs ~vc pre- oppo~unity to do so, if thc Mchitcct h~ not ~ndcrc~ a Hn~ wnt~n decision by that ~tc, or (3) ~y of ~c Hv~ cvcn~ d~crib~d in Subp~gmph 43.2. 4.5.4.] When a w~tten dec,ion ofth~ Archit~t smt~ thc dec,ion M ~ bur subjcc: to =bitmdon ~d {2) a domed for ~bit~t~on of a C~ covered by such dccmion m~t bc made within 30 ~ys ~cr ~c ~tc on which ~c p~y m~g domed ~bRmt~on within smd ~0 ~ys' period shaft f~ult in thc .~chit~ct's d~inn becoming Hn~ ~d bin~ng upon arbitration procc~in~ have been ~i~tcd, ~uch dccmion ~y 4.5.4.2 A domed for arbitration shaft be mad~ wi~ l~i~ ~pccfficd ~n Subpnragmphs ~.%1 ~d 4.5.4 ~d ~.~.~A ~ appficablc. ~d in o~cr ~es wi~ a r~ona~lc after thc d~tc when insd~don of Ic~ or ~quimblc proc~din~ b~cd on such CI~ would bc barred by thc applicable of limitations ~ dctc~incd pumuant to Paragraph 1~.7. other person or entity sou~t to bc joined. No ~bitmtion shaft ~nclud~, by con~i~tion or jdindcr or in ~y other m~n~r. tot ~ ~cscnbcd ~ ~icIc 6 ~d other pcmo~ subs~tmlly is required if complete r~icf M ~o b~ accorded in ~irmt~on. No cont~c~or ~ d~mbcd in A~ctc 6 shaft bc mCludcd= ~ o~g- wkh ~ addit~on~ pc~on or cnt~ duly co~ent~ to by pa~cs to thc Agreement shaft bc spcc~Hcafly cnfom~:blc under appH- 4.5.6 Claims and Timely Assertion of Claims. A p=ny who t'ties a notice of demand for arbitration must assert in the demand afl Cb.ins then known to that party on which arbitra- tion is permitted to be clem;reded. When a party fails to include a Claim through oversight, inadvertence or excusable neglect. or when a CImm has matured or been acquired subsequently, the arbitrator or ~rbitrators may permit amendment. 4.5.7 Judgment on ~rml Award. '~c award rendered by the arbitrator or arbitrators shall bc tm. al, and judgment may bc entered upon it in accordance with applicable law in any cout~ having jurisdiction thereof. ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to pertbrm a portion of the Work at the site. The term "Subcontractor" is referred to thro0ghout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcon- tractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to pertbrm a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if sfugular ~n number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK t/cable after award of the Contract, shall furnish in writing to ties (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal por- tion of tlqe Work. The Architect will promptly reply to the Con- able objection. sonable and thnely objection. The Contractor shall not be made re:tsonable objection. re0.sonable objection to such change. A201-1987 13 5,3 SUBCONTRACTUAL RELATIONS 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bo{md to the Contractor by terms of the Contract born- menu, and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by these Docu- ments, assumes toward the Owner and Architect. Each subcon- tract agreement shaft preserv~ 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 subcootracting 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 agam$t the Owner. Where appropriate, the Contractor shaft require each Subcontractor to enter into similar agreements with Sub-sub- contractors. The Contractor shall make available to each pro- posed 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 condi- tions of the proposed subcontract agreement which may be at variance with the Contract Documents, Subcontractors shaft similarly mare copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. 6.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that: .1 assignment is effective only after termination of the Contract by. the Owner for cause pursuant to para- graph 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcon- tractor in writing; and .2 assignment ks subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. 5.4.2 ff the Work has been suspended for more than 30 days, the Subcontractor's compensation shaft be equitably adjusted. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCT]ON AND TO AWARD SEPARATE CONTRACTS 6.1.1 The Owner reserves the right to perform construction or operations related to the Proiect with the Owner's own forces, and to award separate contracts in connection with other por- tions of the Project or other construction or operations on the site under Conditions 9f 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 additinnal cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided else- where in the Contract Documents. 6.1.2 When separate contracts are awarded for different poc- {ions of the Project or other construction or operations on the site, the term "Contractor" in the Commct Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. 6.1.3 The Owner shall provide for coordination of the achvi- ties of the Owner's own forces ;md of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate con- tractors ;md the Owner in reviewLng their construction sched- tiles when directed to do so. The Contractor shall make any revisions to the construction schedule ;md Contract Sum deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors ;md the Owner until subsequently revised. 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations ;md to have the same rights which apply to the Contractor under the Condi- tions of the Contract, including, withOUt excluding others, those stated in Article 3, this Article 6 and Articles 10, 11 and 12. 6.2 MUTUAL RESPONSIBILJTY 6.2.1 The Contractor shaft afford the Owner and separate con- tractors re~onable opportunity for introduction ;md storage of their materials and equipment and performance of their activi- ties ;md shall connect and coordinate the Contractor's con- st{nc{ion ;md operations with theirs as required by the Contract Documents. 6,2.2 If par~ 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 d'mt portion of the Work. promptly report to the .-krchitect apparent discrepancies or defects irc such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or sepa- rate contractors' completed or partially completed construction is fit ;md proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. 5.2.3 Costs caused by delays or by improperly timed activities or defective construction shall he borne Dy the party responsi- ble therefor. 6.2.4 The Contractor shall promptly remedy damage wrong- fully caused by the Contractor to completed or par~mlly com- pleted construction or to property of the Owner or separate contractors as provided in Subparagraph 10,2.5. 6.,2.5 Claims ;md other disputes and matters in question between the Contractor and a separate contractor shaft be sub- ject to the provisions of Paragraph 4.3 provided the separate contractor has reciprocal obligations. 6.2.6 The Owner and each separate contractor shaft have the same responsibilities for cutting and patching as are described for the Contractor in Paragraph 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP 6.3.1 If a dispute anses among the Contractor, separate con- tractors and the Owner as to the responsibility under their respective contracts fo[' maintaining thc premises and surround- ing area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may clean up and allocate the cost anaong those responsible as the Architect determines io be just. 14 A201-1987 AR31CLE 7 CHANGES IN THE WORK 7.1 CHANGES 7.1.1 Changes in the Work may be accomplished after execu- tion of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated Lq this Article 7 and elsewhere in the Contract Documenm. 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may pc may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. 7.1.a Changes Lq the Work sha~ be performed under appli- cable provisions of the Contract Documents, and the Contrac- tor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change Lq the Work. 7.1.4 If unit prices are stated Lq the Contract Documents or subsequently agreed upon, and if quantities originally con- templa[ed are so changed in a proposed Change Order or Con- struction Change Directive that application of such unit prices to quantities of Work proposed will c"anse substantia.[ inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. 7.2 CHANGE ORDERS 7.2.1 A Change Order is a wdnen instrument prepared by the Architect and signed Dy the Owner. Contractor and ArchitecL stating their agreement upon ~11 of the following: .1 a change in the Work; .2 the amount of the adjustment in the Contract Sum, if any; and .3 the extent of the adjustment in the Contract Time. if any, 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed Lq Subparagraph 7.3.3. 7.3 CONSTRUCTION CHANGE DIFIECTIYES 7.3.1 A Construction Change Directive is a written order pre- pared by the Architect and signed by the Owner and Architect, directing a change in the Work and srarthg a proposed basis for adjustment, if any, in the Contract Sum or Contract Time. or both. The Owner may by Cons[ruction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of addi- tions, deletions or other revisions, the Contract Sum and Con- tract Time being adiusted accordingly, 7.:I.2 A Construction Change Directive shall be used tn the absence of total agreement on the terms of a Change Order, 7.3.'1 If the Construction Change Directive provides ['or an ad{ustment to the Contract Sum, the adiustment shall be based on one of the following methocis: .1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to per- mit evaluation; .2 unit pdces stated in the Contract Documents or sub- sequently agreed upon; .3 cost to be determined in a manner agi~ed upon by tile parties and a mutually acceptable fixed or percent- age fee; or .4 as provided in Subparagraph 7.3.6. 7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall prompdy proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, i~ any, provided Lq the Construction Change Directive for determining the pro- posed adjustment in the Contract Sum or Contract Time. 7.~t.$ A Construction Change Directive signed by the Contrac- tor indicates the agreement of the Contractor therewith, inciud- Lng adjusmaent in Contract Sum and Contract Time or the method foe determining them. Such agreement shall be effec- tive immediately and shaft be recorded as a Change Order. 7.3.6 If the Contractor doe~ not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the Archi- tect on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, includ- ing, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit. In such case, and also under Clause 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of thks Subparagraph 7,3.6 shall be limited to the following: .1 costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' or worknlen's compensation insurance; .2 costs of materials, supplies and equipment, Lqclud- Lqg 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 person- nel directly attributable to the change. 7.3.7 Pending final determination of cost to the Owner, amounts not in dispute may be included Lq Appiicarions for Payment. The amourlt of credit to be allowed by the Contrac- tor to the Owner for a deletion or change which results in a net decre'ase in the Contract Sum shall be actual net cost as con- ~[rmed by the Architect. When both additions a_nd credits covering related Work or substitutions are involved in a change, the afiowance for overhead and profit shall he figured on the basis of net increase, if any, with respect to that change, 7.3.1] if [he Owner and Contracror do not agree with the adjustment in Contract Time or the method for determining the adjustment or the method shall be referred to the Architect t'or determination. 771.9 When the Owner and Contractor agree with the deter- mination made by the Architect concermng the adi.ustmems in /he Contract Sum and Contract Time, or otherwise reach agree- ment upon the adjustments, such agreement shall be effective immediately and shall be recorded by preparation and execu- tion of an appropriate Change Order. A201-1987 15 7.4 MINOR CHANGES IN THE WORK 7,4.1 '?he Architect will have authority to order rnmor 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 change~ shaft be effected by wdtren order and shall be binding on the Owner and Contractor. The Contractor shaft carry out such written orders prompfiy. ARTICLE 8 TIME 8.1 DEF1NmONS 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authofized adiustments, alloned in the Con- tract Documents for Substantial Completion of the Work. 8.1.2 The date of commencement of the Work is the date established in the Agreement. The date shall not be postponed by the failure to act of the Contractor or of persons or entities for whom the Contractor is responsible. 8.1.3 The date of Substantial Completion is the date ceriified Dy the Architect in accordance with paragraph 9.8. 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. 8.2 PROGRESS AND COMPLE'TION 8.2.1 Time limits stated in the Contract Documents are of thc essence of the Contract. By executing the Agreement the Con- tractor COnfirms that thc Contract Time is a rea.sonable period for performing the Work. 8.2.2 The Contractor shaft not knowingly, except hy agree- ment or instruction of the Owner in wnting, prematurely com- mence operations oo the site or elsewhere prior m the effective date of insurance required by Article l I to he fum~shed by the Contractor. The date of commencement of the Work shall be changed by the effective date of such insurance. Unless the date of commencement :s estaPlished by a notice to proceed given by the Owner. the Contractor shall nodt)' the Owner in writing not less than five days or other agreed period before commencing the Work to permit the timely filing of mortgages. mechanic's liens and other security interests. 8.2.9 The Contractor shall proceed expeditiou.sly with ade- quate forces and shall achieve Substantial Comple:ion within the Contract Time. 8.3 DELAYS AND EXTENSIONS OF TIME 8.3.1 If thc Contractor is delayed at any time in prugress of the Work by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contracxor employed by the Owner, or by changes ordered in the Work. or by labor disputes, tim. unusuM delay in deliveri~, unavoidable casualties authorized by the Owner pending arbitration, or by other the Contract Time shall he extended by Change Order for such 8.3.2 Claims relating to time shall be made in accordance with applicable proviskms of Paragraph 4.3. 8.a.a This Paragraph 8,3 does not preclude recoveD- of dam- ages tbr delay by either party under other provisions of the ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM 9.1.1 The Contract Sum is stated in the Agreement and, includ- ing authorized ad}ustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES 9.2.1 Before the first Application for Payment, the Contractor shall submit to the Architect a schedule of values allocated to various portions of the Work, prepared in such form and sup- ported by such data to substantiate its accuracy, as the Architect may require, This schedule, unless objected to by the ArchitecL shaft be used as a basis for reviewing the Contractor's Applica- tions for Payment. 9.3 APPLICATIONS FOR PAYMENT 9.3.1 Ar least ten days before the date established for each progress payment, the Contractor shall submit to thc Architect an itemized Application for Payment for operations completed in accordance with the schedule of values. Such application shall be notarized, if required, and supported by such data substantmting the Contractor's fight to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for elsewhere in the Contract Documents. 9.3.1.1 Such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives but not yet included in Change Orders. 9.3.1.2 Such applications may not include requests for pay- ment of amounts the Contractor does not intend to pay to a Subcontractor or material supplier because of a dispute or other 9.3.2 Unless otherwi.se provided in the Contract Documents. payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incor- pomuon in the Work. If approved in advance By the Owner, payment ma:,' similarly be made for materials and equipment suitably stored off the site at a locathm agreed upon in writing. Payment for materials and equipment stored on or off thc site shall be ctmdkioned upon compliance by the Comractor with procedures satisfactory to the Owner to establish the Owner's title ro such materials and equipment or otherwise protect the Owner's interest, and shall include applicable insurance, equipment stored off the site. 9.3.3 Tile Contractor warrants that title tu 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 ~br Payment all Work i'k)r which Certificates for Payment have been previously is,sued Contractor's knowledge, information and belief, be tree and provided labor, materials and equipment reiatthg ill the Work. 9.4 CERTIFICATES FOR PAYMENT 9.4.1 Thc Architect will, within seven days after receipt of the 16 A201-1987 Owner a Certificate for Payment, with a copy to the Contrac- tor, for such amount as the Architect determines is properly due, or notify, the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in par~ as provided in Subparagraph 9.5.1. 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, Based on the Architect's observations at the site and the data comprising the AppLication for Payment, that the Work has prog~:ssed to the point indicated and that, to the Best of the Architect's knowl- edge. information and belief, quality of the Work is in accor- dance with the Contract Documents. The foregoing representa- tions are subject to an evaluation of the Work for conformance with the Contract Docttments upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed By the .~'chitect. 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 Pay- ment will not be a representation that the Architect 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/bt what purpose the Contrac- tor bas used money previously paid on account of the Contract Sum. 9.5 DECISIONS TO WITHHOLD CERTIFICATION 9.5.1 Thd Architect may decide not to certify payment and 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 opinion the representations to the Owner required by Subparagraph 9.4.2 cannot be made. [f the Architect is unable ro certify, payment in the amount of the AppLication, the Architect will notify the Contractor and Owner as provided in Subparagraph 9.4.1. [f the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Archi- tect may also decide not to certify, payment or, because of subsequently discovered evidence or subsequent observations. may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to prntect the Owner from inss because of: .1 detective Work not remedied; .2 third parry clamas filed or reasonable evidence indicat- ing probable Fding of such claims; .3 failure of the Contractor to m~e payments prop- erly to Subcontractors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot Be com- pleted for the unpaid balance of the Contract Sum; .5 'ciarnagc to the Owner or another contractor; ,6 reasonable evidence that the Work will not be com- pleted within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the antictpated delay; or .7 persistent failure to carry, out the Work in accordance with the Contract Documents. 9.9.2 When the above reasons for withholding certification are removed, certification will Be made for amounts previously withheld. 9,9 PROGRESS PAYMENTS 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. 9,6,2 The Contractor shaft 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 por- tion 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 shaft, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments ro Sub-subcontractors in similar manner. 9.8.'1 The Arohitect will, on request, furnish to a Subcontrac- tor, if practicable, information ~garding percentages of com- pletion or amounts applied for by the Contractor and action taken thereon Dy the Architect and Owner on account of por- tions of the Work done By such Subcontractor. 9.6.~, Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. 9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9,6.2.9.6.3 and 9.6.4. 9.6.6 A Certificate for Payment, a progress payment, or partial or eCitire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. 9.2' FAILURE OF PAYMENT 9.7.1 If the .~'chitect does not issue a Certificate for Payment. through no fault of the Contractor, within seven days a~ter 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 cer- tified by the Architect or awarded by arbitration, then the Con- tractor may. upon seven additional days' written notice to the Owner and Architect, stop the Work until payment of the anqount ()wing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be incre-.~sed by the amount of the Contractor's reasonable costs of shut<iowa, delay and start-up, which shaft be accomplished as provided in A~icle 7. 9.8 SUBSTANTIAL COMPLETION 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is suffi- ciently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work ~br its intended use. 9.8.e) When the Con£mcror considers that the Work, or a por- tion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to Be completed or corrected. The Contractor shall proceed promptly to com- plete and correct items on the list. Failure to include an item on such list does not alter the responsibility of the Contracror to complete all Work in accordance with the Contract Docu- ments. Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or desig- WARNING: Unlicensed phmocopying violates U.S. copyright la~a and is subject lo legal p;~cutton. A201-1987 17 hated portion thereof is substantially complete. If the Architect's inspection dkscloses any item, whether or not includeci on the Contractor's list, which is not in accordance with the requirements of the Contract Documents, the Contrac- tor shall, before issuance of the Certificate of Substantial Com- pletion, complete or correct such item upon notification by the Architect. The Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion which slaall establish the date of Sub- stantial Completion, shall establish responsibilifins of the Owner and Contractor for security, maintenance, heat, utfiines, damage to the Work and insurance, and shall fix the time within which the Conmactor shall finish all items on the list accompanying the Certificate. Warranties required by the Con- tract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof un/ess otherwise provided in the Certificate of Substantial Comple- tion. The Certificate of Substantial Completion shall be sub- mitted to the Owner and Contractor for their written accep- tance of responsibilities assigned to them in such Certificate. 9.8.3 Upon Substant~ Completion of me Work or designated portion thereof and upon application by the Contractor and certification by the Architect, the Owner shall make payment, reflecting adjustment in remthage, if any, for such Work or por- tion thereof as provided in the Contract Documents. g.9 PARTIAL OCCUPANCY OR USE 9.9.1 The Owner may occupy or use any completed or par- tlally completed portion of the Work at any stage when such portion is designated by separate agreement with the Contrac- tor, provided such occupancy or use is consented to by me insurer as required under Subparagraph i 1.3.11 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or nse may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities a~signed to each of them for payments, remmage if any, secu- rity, maintenance, heat, utdities, damage to the Work and insur- ance, and have agreed in writing concerning the period for cor- rection of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list ro the Architect as provided under Subparagraph 9.8.2. Consent of me Contractor to partial occu- pancy or use shall not be unreasonably win~eld. The stage the progress of the Work shall be determined by written agree- ment between the Owner and Contractor or. if no agreement is reached, by decision of the Architect. 9.9.2 Immediately prior to such parr. mi OCcupancy'. or use. the Owner, Contractor and Architect shall joindy inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute accep- tance of Work not complying with the requirements of the Contract Documents. 9.10 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 Upon receipt of wnnen notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, tine Architect will promptly make such inspection and, when the Architect finds the Work accept* able under the Contract Documents and the Contract fully per- formed, the Architect will prompdy issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Docu- ments and that thc entire balance found to be due the Contrac- tor and noted in said final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entided to final payment have been fulfilled. 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Mchitect (I) an affidavit that payrolls, bills for materials and equipment, And other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidenc- ing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the in.surance 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, relea~s and waivers of liens, claims, security interests or encumbrances arising out of the Contract, m the extent and in such form as may be designated by the Owner. If a Subcon- tractor refuses to furnish a reie-0.se or waiver required by the Owner, the Contractor may himish 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 afl money that the Owner may be compelled to pay in discharging such lien, including afl costs and reasonable attorneys' fees. 9.10.3 If, after Substantial Completion of the Work, final com- pletion thereof is materiali¥ delayed through no fault of the Contractor or by i~uance of Change Otdets affecting f'mal completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and cerofication by the Architect, and without terminating the Contract, make payment of the balance due for that pordon of the Work fully completed and accepted, if the remaining balance for Work not fully com- pleted or corrected is less than retainage stipulated in the Con- tract Documents. and if bonds have been fi. amished, the written consent of surety to payment of the balance due for that por- tion of the Work fully completed and accepted shaft be submit- ted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. The making of final payment shaft constitute a walv&r of claims by the Owner as provided in Sub- paragraph 4.3.5. 9.10.4 Acceptance of Final payment by the Contractor, a Sub- cootracror or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. Such waivers shall be in addition to the waiver described in Subparagraph 4.3.5~ 18 A201-1987 ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 SAFETY PRECAUTIONS AND PROGRAMS 10.1.1 Thc Contractor sh~l be responsible for initiating, m~n- raining and supervising afl safety, precautions and programs in connection with the performance of the Contract. material reasonably believed to be asbestos or polychlorinated biphenyl (PCB) which has not been rendered hanmless, the Contractor shall immediately stop Work in the area affected and report the condition to the Owner and Architect in writing. The Work in the affected area shall not thereaRer be resumed except by written agreement of the Owner and Contractor if in fact the material is asbestos or polychlorinated biphenyl (PCB) and has not been rendered harmless. The Work in the affected area shall be resumed in the absence of asbestos or polychlon- hated bipbenyl (PCB), or when it has been rendered harmless, accordance with final determination by the Arcbitect on which Article 4. 10.1.3 The Contractor shall not be required pursu,-mt to Article 7 to perform widiout consent any Work relating to asbestos or polychlorinated bipbeny[ (PCB). 10.1.4 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Architect, Mchi- feet's consuirallts and agen~ and employees of any of them from and against claims, damages, losses and expenses, includ- ing but not limited to attorneys' fees, arising out of or resulting from pertbrmance of'the Work in the affected area if in fact the material is asbestos or polychlorinated biphenyl (PCB) and has not been rendered harmless, provided that such claim, damage, [()ss or expense is attributable to bodily injury, sickness, di~ea.sc or death, or rd injury, to or destruction of tangible property (other than the Work itself) including loss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Owner, anyone directly or indirectly employed by the Owner or anyone for whose acts the Owner may be liable, regardless of whether or not such c-lalm, damage, ii)ss or expense ks caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Subparagraph 10. I.4. 10.2 SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shall take reasonable precautions for sat~ty of, and shall provide re0.sonable 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 mgterlais and equipment to be incorpo- rated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub-subcontrac- tors; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not d~ignated for removal, reid- radon or replacement in the course of cortsr.~ctinn. 10.2.2 The Contractor shaft give notices and comply with applicable laws. ordinances, rules, regulations and lawful orders of public authorities beanng on safety, of persons or property or their protection from damage, injury or loss. 10.2.$ The Contractor shall erect and maintain, as required by e.Msting conditions and performance of the Contract, reo.son- able safeguards for safety and protection, including posting danger signs and other waa'nings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary, for execution of the Work, the Contractor shall exerCtse utmost care and carry on such activities under supervision of properly qualified personnel. 10.2.$ The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property, i~urance required by the Contract Documents) to property referred to in Clause~ 10.2.1.2 and 10.2. 1.3 caused in whole or in part by die Contractor, a Subcontractor, a Sub-subcontractor, or anyone direcdy 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 Clauses I0.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissinn5 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 paragraph 3.18. 10.2.0 The Contractor shaft designate a responsible mecnber 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 rd the Owner and Architect. 10.2.? The Contractor shall not load or permit any pact of the construction or site to be loaded so as to endanger its safety. 10.3 EMERGENCIES 10.3.1 In an emergency affecting safety of persons or properw., tile Contractor shall act, at the Contractor's discretion, to pre- vent threatened damage, injury or loss. Additional cornpensa- tion or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Paragraph 4.3 and Article 7. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S LiABILiTY INSURANCE 11.1.1 The Contractor shaft purchase from and maintain in a company or companies lawfully authorized to do busine~ in the [urisdiction in which the Proiect 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 leg=fly liable, whether such operations be by the Contractor or by a Subcontractor or by artyone directly or indirectly employed by any of them, or by anyone fbr whose acts any of them may be liable: .1 claims under workers' or workmen's compensanon, disability benetk and other similar mmployee benefit acts w~ch are applicable to the Work to be performed; A201-1987 19 .2 claims for dmnages berause of bodily iniury, occupa- tional sickness or disease, or death of the Contractor's employees; .:1 claims for damages because of bodily injury, sickness or disease, or death of any person other than the Con- tractor's employees; .4 claims for damages insured by usual personal injury. liability coverage which are sustained (1) by a person as a result of an offense directly or indirectly related to employment of such person by the Contractor, or (2) by mother person; .5 claims for damages, other than to the Work itself, because of injury rd or destruction of tangible prop- erty, including loss or' use resulting therefrom; .5 claims for damages because of bodily injury, death of a person or property damage arising out of owner- ship, mmntenance or use of a motor vehicle; and .? claims involving contractual IiabiLity insurance appli- cable to the Contractor's obligations under paragraph 318. 11.1.2 The insurance required by Subparagraph 1 I. 1.1 shall be written for not less than limits of liability specified in the Con- tract Documents or required by law, whichever coverage is greater. Coverages, whether wnnen 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 main- tained after final payment. 11.1.$ Certificates of Insurance acceptable co the Owner shall be filed with the Owner prior to commencement of the Work. These Certificates and the insurance poilctes required by this Paragraph 11.1 shall contain a provision that coverages afforded under the policies will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after final payment and are reason- ably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Subparagraph 9.10.2. Intbrmanon concerning reduction of coverage shall be furnished by the Contractor with reasonable promptness in accordance with the Contractor's information and belief. 11.2 OWNER'S LIABILITY INSURANCE 11.2.1 The Owner shall be responsible for purchasing and mmruaining the Owner's usual liability insurance. Optionally, the Owner may purchase and maintain other insurance for self- protection against claims which may :rose fram operations under the Contract. The Contractor shall not be responsible for purchasing and maintaining this optional Owner's liability insurance unless specifically required by the Contract Documents. 11.3 PROPERTY INSURANCE 11.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawt:ullv authorized rd do business in the jurisdicfinn in which th~ Project is Ideated, property insurance in the amnunt of the initial Con- tract Sum as well as subsequent modifications thereto for the entire Work at the site on a replacement cost b~is without vol- umary deductibles. Such property insurance shall be main- rained, 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 Paragraph 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this paragraph 11.3 to be covered, whichever is earlier. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub-subcontractors in the Work. 11,3.1.1 Property insurance shall be on an all-risk policy form and shall insure against the perils of Fire and extended coverage and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, false- work, temporary, buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect's services and expenses required as a result of such insured loss. Coverage for other perils shall not be required unless otherwise provided in the Contract Documents. 11 .a.l.2 If the Owner does not intend to purchase such prop- erty insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contractor in wnting prior to commencement of the Work. The Contractor may then effect insurance which will protect the interests of the Contractor, Subcontractors and Sub- subcomractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contrac- tor is damaged by the fmlure or neglect of the Owner to pur- chase or maintain insurance as described above, without so notifying the Contractor, then the Owner shall bear all ceo. son- able costs properly attributable thereto. 11.3.1.~ If the property, insurance requires minimum deducu- hies and such deductibles are identified in the Contract Docu- ments, the Contractor shall pay costs not covered because of such deductibles. If the Owner or insurer increases the required minimum deductibles above the amounts so identified or if the Owner elects to purchase this insurance with voluntary deduc- tible amounts, the Owner shall be responsible for payment of the additional costs not covered because of such increased or voluntary deductibles. If deductibles are not identified in the Contract Documents, the Owner shall pay costs not covered because of deductibles. 11.:t.1.4 Unless otherwise provided in the Contract Docu- ments, this property insurance shall cover porbons of the Work stored off the site after written approval of the Owner at the value established in the approval, and also portions of the Work in transa. 11.3.2 Boiler and Machinery Insurance. Thc 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 insure~. 11.3.3 Loss of Uss Insurance. The Owner. at the Owner's option, may purchase and maintain such insurance as *,'ill 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 tbr loss of use of the Owner's property, including consequential losses due to 11.:1.~ If the Contractor requests in writing that insurance for risks other than those described herein or for other special haz- ards be included in the property insuractce policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. 20 A201-1987 AIA DOCIJMENT 1201 · GENERAL CONDITtONS OF THE CONTRACT FOR CONSTRUCTION · FOURTEENTH EDITION AIA'e · ~[g87THEAMERICAN[NSTITUTEOFARCHITECTS, 1735NEWYORKAVENUE, N.W.,WASHINGTON, D.C. 20{,~Xa 11.3.5 If during the Proiect construction period the Owner insures properties, ~ or personal or both, adioiding or adja- cent to the sitc by property insurance under policies separate from those insuring the Project, or if after dn~ payment prop- ert~ insurance is to be provided on the completed Project through a policy or policies other th~Ln those insuring the Proi- ect during the construction period, the Owner shall waive ail rights in accordance with the terms of Subpara~-aph 11.},7 for damages caused by fire or other p~rlls covered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otberw~. 11.3.6 Before an exposure to loss way occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Paragraph 113. Each policy shall contain all generally applicable conditions, de£mi- Uons, exclusions and endorsements related to this Project. Each policy sh~ contain a provision that the policy will not be cancelled or allowed to expire until at least 50 days' prior writ- ten notice has been given to the Contractor. 11.3.7 Waivers of Subrogation. The Owner and Contractor waive all rights agmnst (l) each other and any of their subcon- tractors, sub-subcontractors, agents and employees, ~ch of me other, and (2) the Architect, Architect's covauitunts, separate contractors described in A.rdcle 6, if any, and any of their sub- contractors, sub-subcontractors, agents and employees, for damages caused by fire or other perils to the extent covered by property, insurance obtained pursuant to this Paragraph 11.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held hy the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, sevamre contractors described in Article 6, if any, and the subcontrac- tors, 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 enum- erated herein. The policies shaf provide such waivers of subro- gation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that per- son or entity would otherwise have a duty of indemnification. contractual or otherwise, did not pay the insurm~ce premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. 11.3.8 A loss insured under Owner's property insurance shall be adjusted by the Owner as fiduciary, and made payable to the Owner as fiduciary, for the insured.s, as their interests may appear, suhiect to requirements of any applicable mortgagee clause and of Subparagraph I 1.3.10. The Contractor siaaii pay Subcontractors their just shares of insurance proceeds received Dy the Contractor, and by appropriate agreements, wntten where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar mariner. 11.3.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured Io$5, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account pro- reeds so received, which the Owner shall distribute in accor- dance with such agreement as the parties in interest may reach, or in accordance with an arhitratinn award in which case the procedure shall be as provided in Paragraph 4.5. If a/'ter such loss no other special agreement is made, replacement of dam- aged property shall be covered by appropriate Change Order. 11,3.10 The Owner as fiduciary, shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days alter occurrence of loss to the Owner's exercise of this power; if such objection be made, arhitratots shall be chosen as provided in Paragraph 4.5. The Owner as fiduciary, shall, in that case, make settlement with insurers in accordance with directions of such arbitrators. If distribution of insurance proceeds by arbitration is required. the arbitrators will direct such distribution. 11.3.11 partial occupancy or use in accordance with Paragraph 9.9 shall not commence until the insurance company or com- panies providing property, insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall tare reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. 11.4 PERFORMANCE BOND ANO PAYMENT BOND 11.4.1 The Owner shall have the dght to require the Contrac- tor to furnish bonds covering faithful performance of the Con- tract and payment of obligations arising thereunder as stipu- lated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. 11.4.2 Upon the request of any person or entity appemring to he a potential benefic:arY of bonds covering payment of obliga- tions arising under the Contract. the Contractor shall promptly furnish a copy of the bonds or shaf permtt a copy to be made. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 If a portion of thc Work is covered contrary to thc Architect's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Architect, be uncovered for the Architect's observation and be replaced at the Contractor's expense without change in the Contract Time. 12.1.2 If a portion of the Work has been covered which the Architect bas not specifically requested to observe 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 uncover- ing and replacement shall, by appropriate Change Order. he charged to the Owner. If such Work is not in accordance with the Contract Documents, the Contractor shall pay such costs unless the condition was caused by the Owner or a separate contractor in which event the Owner shaf be responsible for payment of such costs. 12.2 CORRECTION OF WORK 12.2.1 The Contractor shall promptly correct Work reiected by the Architect or faring to conform to the requirements of Substandai Completion and whether or not tb. bncated, installed such rejected Work, including additional testing and ~nspec- 12.2.2 IL within one year after the date of Substantial Comple- tion of the Work or designated portion theren f. or ares the date Ag.01-1987 21 for commencement of warrlntles established under Sub- paragraph 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 requir-mments of the Contract Doc~gnents, the Contractor shall correct it promptly a&er receipt of written notice from the Owner to do so tmless the Owner has previously given the Contractor a written accep- tance of such condition. This period of one yen' shall be extended with respect rd portions of Work first performed after Substantial Complerion by the period of time between Substan- tial Completion and the actual performance of the Work. This obligation under this Subparagraph I2.2.2 shall survive accep- tance of the Work under the Contract and termination of the Contract. The Owner shall give such notice promptly meter dis- covery of the condition. 12.2.3 The Contractor shall remove from thc 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. 12.2.4 If the Contractor fails to correct nonconformmg Work within a reasonable time, the Owner may correct it in accor- dance with Paragraph 2.4. If the Contractor does not proceed with correction of such nonconforming Work within a reozon- able time fixed by written notice from the Architect, the Owner may remove it and store the salvable materials or equipment at the Contractor's expense. If the Contractor does not pay costs of such removal and storage within ten days after written notice, the Owner may upon ten additional days' written notice sell such materials and equipment at auction or at private sale and shall account for the proceeds thereof, after deducting costs and damages that should have been borne by the Con- tractor, including compensation for the &rchitect's services and expenses made necessary, thereby. If such proceeds of sale do not cover costs which the Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments then or there'Mter due the Contractor are [lot sufficient to cover such amount, the Contractor shall pay the difference to the Owner. 12.2.$ The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partialIy 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 Con- tract Documents. 12.2.6 Nothing contained in this Paragraph 12.2 shall be con- strued to establish a pedod of limitation with respect to other obligations which tl~ Contractor might have under the Con- tract Documents, Establishment of the time period of one year as described in Subparagraph 12,2.2 relates only to the specific obligation of the Contractor to correct the Work, and ha~ 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 ilabili~ with respect to the Con- tractor's obligations other than specifically to correct the Work. 12.3 ACCEPTANCE OF NONCONFORMING WORK 12.3.1 if the Owner prefers m 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 cor- rection, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 GOVERNING LAW 13.1.1 Thc Contract shall be governed by the law of the place where the Project is located. 13.2 SUCCESSORS AND AS$IGRS 13.2.1 The Owner and Contractor respectively bind them- selves, their parrncrs, successors, assigns and legal represents- dyes to the other party hereto and to partners, successors, assigns and legal representatives of such other party, in respect to covenants, agreements and obligations contained in the Con- tract Documents. Neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligatiort5 under the Contract. 13.3 WR~r ~'r~l NOTICE 13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mall to the D$t business address known to the party giving 13.4 RIGHTS AND REMEDIES 13.4.1 Duties and obligations imposed by the Contract Docu- ments and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a dght or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach theretmder, except as may be specifically agreed in writing. 13.5 TESTS AND INSPECTIONS 13.5.1 Tests, inspections and approv:ds of pottions of the Work required by the Contract Documents or by laws, ordi- nances, rules, regulations or orders of public authorities having {urisdiction shall be made at an appropriate time. Unless other- wise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent test- ing 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 inspec- tions are to be made so the Architect may observe such proce- dures. The Owner shall bear costs of tests, inspections or apprnvais which do not become requirements until after bids are receiYed or negotiations concluded. 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require addi- tional testing, inspection or approval not included under Sub- paragraph 13.5.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangct~ents for such additional testing, inspection or approvM 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 the Architect may observe such procedures. 22 A201-1987 The Owner shall bear such costs except as provided in Sub- paragraph 13.5.3. 13.5.3 If such procedures for testing, inspection or approval under Subparagraphs 13.5.I and 13.5.2 reveal failure of tile portions of the Work to comply with reqturements established Dy the Contract Documents, the Contractor shall bear all costs made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses. 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. 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documenr.% the Architect wdi do .so promptly and, where practicable, at the normal place of testing. 13.5.6 Tests or inspecnons conducted pursuant to the Con- tract Documents shall be made promptly to avoid unreasonable delay in the Work. 13.6 INTEREST 13.6.1 Payments due and unpaid mdc:' the Contract Docu- ments shaiI hear interest from the date payment is due at such rate as the parttus may agree upon in writing or, in the absence thereof, at the legal rate prevailing lmm time to time at the place where the Project is located. 13.7 COMMENCEMENT OF STATUTORY LIMITATION pERIO0 13.7.1 AS between the Owner and Contractor: .1 Before Substantial Completion. ~ to acts or fadures to act occurring pdor to the relevant date of Substan- thai Completion, any applicable statute of limitations shall commcnce to nm and any alleged cause of action shall be deemed to have accrued in any and all events not later thacl such date of Substantial Completion: .2 Between Substantial Completion and Final Certifi- cate for Payment. ,~ to acts or failures ro act occur- nng subsequent to the relevant date of Substantial Completion and prior to issuance of the final Certifi- cate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall he deemed to have accrued in any and all events not later than the date of issuance of the f'mal Certificate for Payment; and .3 After Final Certificate for Payment. A~ to acts oc failures to act occurring after the relevant date of issu- ance of the final Certificate for Payment, any appli- cable statute of [Lmitations 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 any act or failure to act by the Contractor pursuant to any warranty provided under Paragraph 3,5, the date of any correction of the Work or failure to correct the Work by the Contractor under paragraph 12.2, or the date of actual commission of any other act or l~ilure to perform any duty or obligation by the Contractor or Owner, whichever occurs last. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERMINATION lay THE CONTRACTOR 14.1.1 Thc Contractor may terminate the Contract if the Work is stopped for a period of 30 days tl~ough no act or fault of the Contractor or a Subcontractor, Sub-subcomractor oc their agents or employees or any other persons performing portions of the Work under contract with the Contractor, for any of the following reasons: .1 issuance of an order of a court or other public author- iD' having juri,sdichon; .2 an act of government, such a.s a declaration of natim~J. emergency, making material unavailable; .3 because the .~'chirect has not issued a CertWmate for Payment and has not notifted the Contractor of the reason for withholding certification as provided in Subparagraph 9.4.I, or because the Owner has not made paymertt on a Certificate for Payment within the time stated in the Contract Documents; .4 if repeated suspensions, delays or interruptions by the Owner as described in Pagagraph 14.3 constitute in the aggregate more than 100 percent of the total num- ber of days scheduled for completion, or 120 days in any 365-day period, whichever is leas; or .5 the Owner ha~ failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Subparagraph 2.2.1. 14.1.2 If one of the above reasons exists, the Contractor may, upon seven additional days' written notice to the Owner and Architect, termirmre the Contract and recover from the Owner payment for Work exeoJred and for proven loss with respect to materials, equipment, tools, and constmct[on equipment and machinery, including reasormble overhead, profit and damages. 14.1.3 If the Work is stopped for a period Of 60 days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of thc Work under contract with the Contractor because the Owner has persistently failed to ful£dl the Owner's obligations under the Contract Documents with respect to matters impor- tam 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 Subparagraph 14.i.2. 14.2 TERMINATION ny THE OWNE.R FOR CAUSE 14.2.1 The Owner may terminate the Contract. if the Contractor: .1 persistently or repeatedly ref~es or fails to supply enough properly skilled workers or proper materials: .2 fails to make payment £o Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subccmtractors; .3 persistently disregards laws, ordinances, or rules, reg- ulatious or orders of a public authority having juris- diction: or .4 otherwise is guilty of substantial breach ora provtsion of the Contract Documents. 14.2.2 'When any of the above reasons exist, the Owner, upon cermetcarion by the Architect that sufficient cause e.-,~ts to jus- WARNING: UnllCenSe~ phataca;~/ing vialates ILS. col~rtgttt I~*'s and i~ sut~ject to I~oal p~macuflo~. A201-1987 23 tify such action, may without preiudice to any other dghts or remedies of the Owner and after giving the Contractor and the nase employment of the Contractor and may, subjec~ to any prior d~l~ of the surety: .1 take possession of the site and of all mamfials, equip- ment, tools, and construction equipment and machin- er./thereon owned by the Contractor; graph 5.4; and .3 Finish the Work by whatever reportable method the Owner may deem expedient. 14.2.3 W~en the Owner terminates the Conttact for one of the reasons stated in Subparagraph 14.2, I, the Contractor shall not be entitled to receive fm'ther payment until the 'Work is Finished. 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of £mishing the World, including compensation for the Archi- excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to die Contractor or Owner, the ca~e may be, shall be certified by die Architect, upon appli- cation, and this obligation for payment sh:fll survive termina- tion of the Contract. 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE 14.3.1 The Owner may, without cause, order the Contractor in wnting to suspend, delay or interrupt the Work in whole or in part for such per~od of time as die Owner may determine. 14.3,2 ~ adjustment shall be made for increases in die cost of performance of the Contract, including profit on the increased cost of performance, caused by Suspension, delay or interrup- tion. No adjt~tment shall be made to the extent: .1 that performance is, waS or would have been so sus- pended, 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 this Contract. 14.'1.3 Adju.srments made in the cost of performance may have a mutually agreed FLxed or percentage fee. 24 A201-1987 SUPPLEMENTARY GENERAL CONDITIONS The following supplements modify, change, delete from or add to the "General Conditions of the Contract for Construction", A.I.A. Document A 201-1987 Edition. Where any Article of the General Conditions is modified or any paragraph, subparagraph or clause thereof is modified or deleted by these supplements, the unaltered provisions of that Article, paragraph, subparagraph, or clause shall remain in effect. ARTICLE 1 through ARTICLE 10 No Change ARTICLE 11 - INSURANCE AND BONDS 11.1 Contractor's Liability Insurance. 11.1.1 In the first line following the "maintain", insert the words, "in a company or companies licensed to do business in the state in which the project is located." 11.1.1 ADD: .7 Liability insurance shall include all major divisions of coverage and be on a comprehensive basis including: (1) (2) (3) (4) (5) (e) Premises - Operations Independent Contractors Protective. Products and Completed Operations. Contractual-including specified provision for the Contractor's obligations under Paragraph 4.18. Owned, non-owned, and hired motor vehicles. Broad form coverage for property damage. 11.1.2 ADD: ... The Contractor shall furnish insurance with t~e following minimum limits: .1 Workers' Compensation State and Federal: Statutory Employer's Liability $100,000. STATE STREET BULKHEAD REPLACEMENT H-1 .2 .3 Comprehensive General Liability (Including Premises - Operations; Independent Contractor's Protective; Products and Completed Operations; Broad form Property Damage): Bodily Injury: $1,000,000 Each Occurrence - $1,000,000 Aggregate, Products and Completed Operations. Property Damage: $ 250,000 Each Occurrence $ 250,000 Aggregate Products and Completed Operations Insurance shall be maintained for a minimum period of one year after final payment and contractor shall continue to provide evidence of such coverage to the Town on an annual basis during the Aforementioned period. Property Damage Liability Insurance shall include Coverage for the following hazards: C (collapse), U (underground). e. Contractual Liability (Hold Harmless Coverage): Personal Injury, with Employment Exclusion deleted: $1,000,000 Aggregate. Comprehensive Automobile Liability (owned, non-owned, hired): Bodily Injury: $1,000,000 Each Person $1,000,000 Each Accident b. Property Damage: $ 250,000 Each Occurrence ARTICLE 12 through ARTICLE 14 No Changes END OF SECTION STATE STREET BULKHEAD REP~CEMENT H-2 GENERAL RELEASE (To be submitted with requisition for Final Payment) KNOWN ALL MEN BY THESE PRESENTS, that (Contractor) for and in consideration of the sum of lawful money of the United States of America, to it in hand paid by: (OwnedContracting Agency) Have remised, released, quit-claimed, and forever discharged, and by these presents do for its successors and assigns remise, release, and forever discharge the said (Owner/Contracting Agency) and its successors and assigns and administrators, of and from any and all manner of action and actions, cause and causes of action, suits, debts, dues, sum and sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, patents, extents, executions, claims and demands whatsoever in law and equity, which against the said , and (Owner/Contracting Agency) JAMES A. RICHTER, R.A., now have or which heirs, executors, or administrators hereafter can, shall, or may have, for upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the day of the date of these presents rising out of the construction, in accordance with the contract entered into between parties hereto, dated: supplements thereto. ,19 and any admi~ance or IN WITNESS THEREOF, the undersigned corporation has caused this agreement to be signed by its and its corporate seal to be hereto affixed and duly attested by its __ this day of ,19 Attest: Principal: STATE STREET BULKHEAD REPLACEMENT K-1 PREVAILING WAGE RATES A'FFACHMENT WAGE DETERMINATION for BULKHEAD REPLACEMENT at STATE STREET - SkipPer's Lane ORIENT NEW YORK 11957 STATE STREET BULKHEAD REPLACEMENT L-1 NON-DISCRIMINATION CLAUSE During the performance of this contract, the contractor agrees as follows: The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin, and will rake affirmative action to insure that they are afforded equal employment opportunities without discrimination because of race, creed, color, or national origin. Such action shall be taken with reference, but not limited to: recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, rates of pay or other forms of compensation, and selection for training or retraining, including apprenticeship and on-the-job training. The contractor will send to each lal~or union or representative of workers with which ne has or is bound by a collective bargaining or other agreement or understanding, a notice, to be provided by the Commission of Human Rights, advising such labor union or representative of the Contractor's agreement under clauses "a." through "h." hereinafter called "non-discrimination clauses", and requesting such labor union or representative to agree in writing, whether in such collective bargaining or other agreement or understanding or otherwise, that such labor union or representative will not discriminate against any member or applicant for membership because of race, creed, color, or national origin, and will rake affirmative action to insure that they are afforded equal membership opportunities without discrimination because of race, creed, color, or national origin. Such action shall be taken with reference, but not be limited to: recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, rates of pay, or other forms of compensation, and selection for training or retraining including apprenticeship and on-the-job training. Such notice shall be given by the Contractor, and such written agreement shall be made by such labor union or representative, prior to the commencement of performances of this contract. If such a labor union or union representative fails or refuses so to agree in writing, the Contractor shall promptly notify the Commission for Human Rights of such failure or refusal. The Contractor will post and keep posted in conspicuous places, available to employee and applicants for employment, notices to be provided by the Commission for Human Rights setting forth the substance of the provision of clauses "a." and "b." and such provisions of the State's Laws against discrimination as the Commission for Human Rights shall determine. The Contractor will state, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, that all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, or national origin. STATE STREET BULKH~D REP~CEMENT M-1 The Contractor will comply with the prevision of Sections 291-~29 of the Executive Law and the Civil Rights Law, will furnish all information and reports deemed necessary by the Commission for Human Rights under these non-discrimination clauses as such sections of the Executive Law and will, permit access to his books, records, and accounts by the Commission for Human Rights, and the Owners representatives / counsel for the purposes of investigation to ascertain compliance with these non-discrimination clauses and such sections of the Executive Law and Civil Rights Law. This Contract may be forthwith canceled, terminated, or suspended in whole or in part, by the contracting agency upon the basiS of a finding made by the Commission of Human Rights that the Contractor has not complied with these non-discrimination clauses, and the Contractor may be declared ineligible for future contracts made by or on behalf of the Owner/Contracting Agency until he satisfied the Commission for Human Rights that he has established and is carrying out a program in conformity with the provisions of these non-discrimination clauses. Such finding shall be made by the Commission for Human Rights after conciliation efforts by the Commission have failed to achieve compliance with these non-discrimination clauses and after a verified complaint has been filed with the Commission, notice thereof has been given to the Contractor and an opportunity has been afforded him to be heard publicly before three members on the Commission. Such sanctions may be imposed and remedies otherwise provided by law. If this Contract is canceled or terminated under clause "f.", in addition to other rights of the Owner provided in this contract upon its breach by the Contractor, the Contractor will hold the Owner Harmless against any additional expenses or costs incurred by the Owner in completing the work or in purchasing the services, material equipment, or supplies contemplated by this contract, and the Owner may withhold payments from the contractor in an amount sufficient for this purpose and recourse may be had against the surety on the performance bond if necessary. The Contractor will include the provisions of clauses "a.", through "g." in every subcontract or purchase order in such a manner that such provisions will be binding upon each subcontractor or vendor as to operations to be performed within jurisdictional local ofthe Project being contracted bythe Owner. The Contractor will take such action in enforcing such provisions of such subcontract or purchase as the OwnedContracting Agency may direct, including sanctions or remedies for non- compliance. If the Contractor becomes involved in or is threatened with litigation with a sub-contractor or vendor as a result of such direction by the Contraction Agency/Owner, the Contractor shall promptly so notify the Owner's representatives/ counsel, request him to intervene and protect the interests of the Owner (Contracting Agency's jurisdictional area). STATE STREET BULKHEAD REPLACEMENT M-2 COMPLIANCE WITH THE LABOR LAW AND OTHER DEPARTMENT OF LABOR REGULATIONS STATE REGULATIONS: The Contractor shall comply with the applicable provisions of the "Labor Law* as amended, of the State of New York. This Contract shall be void unless applicable secdons of said Labor Law are complied with. Each and every provision of law and clause required by law to be part of this Contract shall be deemed to be included herein and this Contract shall be read and enforced as though it were included herein, and, if through mere mistake or otherwise any such provision is not included, then upon the application of either party hereto, the Contract shall forthwith be physically amended to make such inclusion. Specifically, Section 220-E, of the Labor Law, as so amended, prohibits in contracts, discrimination on account of race, creed, color, or national odgin in employment of citizens upon public works. There may be deducted from the amount payable to the Contractor by the Owner under this Contract a penalty of five ($5.00) dollars for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of said paragraph, this Contract may be canceled or terminated by the Owner and all monies due or to become due hereunder may be forfeited. FEDERAL REGULATIONS: 1. CERTIFICATION OF NONSEGREGATED FACILITIES. By the submission of this bid, the bidder, offeror, applicant, or subcontractor certifies that he does not maintain or provide for his employees any segregated facilities at any of his establishments, and that he does not permit his employees to perform their services at any location, under his control, where segregated facilities are maintained. He certJfies further that he witl not maintain or provide for his employees any segregated facilities at any of his establishments, and that he will not permit his employees to perform their services at any location, under this control, where segregated facilities are maintained. The bidder, offerer, applicant, or subcontractor agrees that a breach of this certification is a violation of the Equal Opportunity clause in his contract. As used in this certification, the term "segregated facilities" means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker reoms and other storage or dressing areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, creed, color, or national origin, because of habit, local custom, or otherwise. He further agrees that (except where he has obtained identical certifications from proposed subcontractors for specific time pedods) he will obtain identical certifications from proposed subconb'actors pdor to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity clause; that he will retain such certifications in his files; and that he will forward the following notice to such proposed subcontractors (except where the proposed subcontractors have submitted identical certifications for specific time periods): STATE STREET BULKH~D REPLACEMENT N-1 NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR CERTIFICATIONS OF NON SEGREGATED FACILITIES. A certification of Nonsegregated Facilities must be submitted prior to the award of a subcontract exceeding $ 10,000 which is not exempt from the provisions of the Equal Opportunity clause. The certification may be submitted either for each subcontract or for all subcontracts during a period (i.e., quarterly, semiannually, or annually). NOTE: The penalty for making false statements in offers is prescribed in 18 U.S.C. 1001. "During the performance of this contract", the Contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated dudng employment, without regard to their race, creed, color, or national odgin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national odgin. (3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers representative of the contractor's commitments under Section 202 of Executive Order No. 11245 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, and regulations, and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for the purposes of investigation to ascertain compliance with such rules, regulations, and orders. (6) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11245 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. STATE STREET BULKHEAD REPLACEMENT N-2 (7) The contractor will include the provisions of Paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vender. The contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States." FEDERAL PROCUREMENT REGULATIONS EQUAL OPPORTUNITY IN EMPLOYMENT 1-12.805.4 Reports and Other Reauired Information (a) Requirements for prime contractors and subcontractors. (1) Each agency shall require each phme contractor and each prime contractor and subcontractor shall cause its subcontractors to file annually, on or before March 31, complete and accurate reports on Standard Form 100 (EEO-l) promulgated jointly by the Office of Federal Contract Compliance, the Equal Employment Opportunity Commission, and Plans for Progress, or on such form as may hereafter be promulgated in its place, if such prime contractor or subcontractor (I) is not exempt from the provisions of this Sub-part 1-12.8 in accordance with 1-12.804; (ii) has 50 or more employees; (iii) is a pdme contractor or first-tier subcontractor; and (iv) has a contract, sub. contract, or purchase order amounting to $ 50,000 or more, or serves as a depository of Government funds in any amount, or is a financial institution which is an issuing and paying agent for U.S. savings bonds and savings notes: Provided, that any subcontractor below the first tier which performs construction work at the site of construction shall be required, to file such a report if it meets the requirements in subdivisions (I), (ii), and (iv) of this paragraph (a) (1). (2) Each person required by subparagraph (1) of this paragraph to submit reports shall file such a report with the contracting or administering agency within 30 days after the award to him of a contract or subcontract, unless such person has submitted such a report within 12 months preceding the date of the award. Subsequent reports shall be submitted annually in accordance with subparagraph (1) of this paragraph, or at such other intervals as the agency or the Director may require. The agency, with the approval of the Director, may extend the time for filing any report. (3) The Director, the agency, or the applicant, on their own motions, may require a pdme contractor to keep employment or other records and to furnish in the form requested, within reasonable limits, such information as the Director, agency, or the applicant deems necessary for the administration of the Order. (4) The failure to file timely, complete, and accurate reports, as required, constitutes noncompliance with the pdme contractor's or subcontractor's obligations under the Equal Opportunity clause and is a ground for the imposition by the agency, the Director, an applicant, pdme contractor or subcontractor, of any sanction authorized by the Order and the regulations in this sub-part. Any such failure shall be reported in writing to the Director by the agency as soon as practicable after it occurs. STATE STREET BULKH~D REPLACEMENT N-3 1-12.805.4 Reports and Other Reauired Information (b) Requirements for bidders or prospective contractors, (1) (2) (3) Each agency shall require each bidder or prospective prime contractor and proposed subcontractor, where appropriate, to state in the bid or at the outset of negotiations for the contract whether it has participated in any previous contract or subcontract subject to the Equal Opportunity clause; and, if so, whether it has filed with the Joint Reporting Committee, the Director, an agency, or the former President's Committee on Equal Employment Opportunity, all reports due under the applicable filing requirements. The statement shall be in the form of a representation by the bidder or offeror substantially as follows: / "The bidder (or offeror) represents that he (¢')/has, ( ) has not, participated in a previous contract or subcontract subject to the Equal Opportunity clause herein, or the clause originally contained in section 301 of Executive Order No. 10925., or the clause contained in section 201 of Executive Order No. 11114; that he (¢)'has, ( ) has not, filed all required compliance reports; and that representations indication submission of required compliance reports, signed by proposed subcontractors will be obtained prior to subcontract awards." (The above representation need not be submitted in connection with contracts or subcontracts which are exempt from the clause.) When a bidder or offeror fails to execute the representation, the omission shall be considered a minor informality and the bidder or offeror shall be permitted to satisfy the requirement prior to award. In any case in which a bidder or prospective prime contractor or proposed subcontractor, which participated in a previous contract of subcontract subject to Executive Orders No. 10925, 11114, or 11246, has not filed a report due under the applicable filing requirements, no contract or subcontract shall be awarded, unless such contractor submits a report covering the delinquent pedod or such other period specified by the agency or the Director. A bidder or prospective prime contractor or proposed subcontractor shall be required to submit such information as the agency or the Director requests pdor to the award of the contract or subcontract. When a determination has been made to award the contract or subcontract tO a specific contractor, such contractor shall be required, pdor to award, or after the award, or both, to furnish such other information as the agency, the applicant, or the Director requests. ( C ) Use of reports. Reports filed pursuant to this 1-12.805.4 shall be used only in connection with the administration of the Order, the Civil Rights Act of 1964, or in furtherance of the purposes of the Order and said Act. STATE STREET BULKHEAD REP~CEMENT N-4 ( d ) Acquisition of Report Forms. Standard Form 100 is available in all GSA supply depots. Copies of the form may be obtained from GSA through the contracting or administering agency. The stock number for the form is as follows: Standard Form No. Stock Number Title 100 7540-926-2049 Equal employment opportunity employer information report. %12.805.4 PROCUREMENT STANDARDS All contracts for construction or repair shall include a prevision for compliance with the Copetand "Anti-Kick Back" Act (18 U.S.C. 874) as supplemented in Department of Labor Regulations (29 CFR, Part 3). This Act provides that each Contractor shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. The Grantee shall report all suspected or reported violations to the Grantor Agency. Where applicable, all Contracts awarded in excess of $ 2,000 for construction contracts and in excess of $ 2,500 for other contracts which involve the employment of mechanics or laborers shall include a provision for compliance with Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor Regulations (29 CFR, Part 5). Under Section 103 of the Act, each Contractor shall be required to compute the wages of every mechanic and laborer on the basis of a standard work day of 8 hours and a standard work week of 40 hours. Work in excess of the standard work day or work week is permissible provided that the worker is compensated at a rate of not less than 1-1/2 times the basic Rate of pay for all hours worked in excess 8 hours in any calendar day or 40 hours in the work week. Section 107 of the act is applicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous, ro dangerous to his health and safety as determined under construction, safety, and health standards promulgated by the Secretary of Labor. These requirements do not apply to the pumhases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. STATE STREET BULKHEAD REPLACEMENT N-5 Each contract of an amount in excess of $ 2,500 awarded by a Grantee or Subgrantee shall provide that the recipient will comply' with applicable regulations and standards of the Cost of Living Council in establishing wages and pdces. The provision shall advise the recipient that submission of a Bid or offer or the submittal of an invoice or voucher for property, goods, or services furnished under a contract or agreement with the Grantee shall constitute a certification by him that amounts to be paid do not exceed maximum allowable levels authorized by the Cost of Living Council regulations or standards. Violations shall be reported to the Grantor Agency and the local Internal Revenue Service field office. Contracts and subgrants of amounts in excess of $100,000 shall contain a provision which requires the recipient to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act of 1970. Violations shall be reported to the Grantor Agency and the Regional Office of the Environmental Protection Agency. Contracts shall contain such contractual provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contracts terms, and provide for such sanctions and penalties as may be appropriate. All contracts, amounts for which are in excess of $ 2,500, shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. In addition, such contracts shall descdbe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of cimumstances beyond the control of the contractor. In all contracts for construction or facility improvement awarded in excess of $100,000, grantees shall observe the bonding requirements provided in Attachment B to this Circular. All contracts and subgrants in excess of $10,000 shall include provisions for compliance with Executive Order No. 11246, entitled, "Equal Employment Opportunity", as supplemented in Department of Labor Regulations (41 CFR, Part 60). Each contractor or subgrantae shall be required to have an affirmative action plan which declares that it does not discriminate on the basis of race, color, religion, creed, national odgin, sex, and age and which specifies goals and target dates to assure the implementation of that plan. The grantee shall establish procedures to assure compliance with this requirement by contractors or subgrantees and to assure that suspected or reported violations ara promptly investigated. STATE STREET BULKHEAD REPLACEMENT N-6 COMPLIANCE WITH PROVISIONS OF THE LABOR LAW Pursuant to Article 8 of the Labor Law, the contractor's attention is directed to the following requirements: Section 220.2 which requires a stipulation that no laborer, workman or mechanic in the employ of the contractor, subcontractor or other person doing or contracting to do the whole or a part of the work contemplated by the contract shall be permitted or required to work more than eight hours in any one calendar day or more than five days in any one week except in the emergencies set forth in the Labor Law. Section 220.3 which requires a provision that each laborer, workman or mechanic employed by the contractor, subcontractor or other person about or upon such pubtic work, shall be paid not less than the prevailing rate or wages and shall be provided supplements not less than the prevailing supplements as determined by the fiscal officer. Section 220.3-a also requires that the contractor and even/subcontractor on public works contracts shall post in a prominent and accessible place on the site of the work a legible statement of all wage rates and supplements as specified in the contract to be paid or provided, as the case may be, for the vadous classes of mechanics, workingmen, or laborers employed on the work. Section 220.3-e provides that apprentices will be permitted to work as such only when they are registered, individually, under a bona fide program registered with the New York State Department of Labor. The allowable ratio of apprentices to journeymen in any craft classification shall not be greater than the ratio permitted to the contractor as to his work force on any job under the registered program. Any employee listed on a payroll at an apprentice wage rate, who is not registered as above, shall be paid the wage rate determined by the New York State Department of Labor for the classification of work he actually performed. The contractor or subcontractor writ be required to furnish written evidence of the registration of his program and apprentices as well as of the appropriate rations and wage rates, for the area of construction prior to using any apprentice on the contract work. Section 220-e which requires provisions by which the contractor with the State or municipality agrees: la) That in the hiring of employees for the performance of work under this contract or any subcontract hereunder, no contractor, subcontractor, nor any person acting on behalf of such contractor or subcontractor, shall by reason of race, creed, color or national origin discriminate against any citizen of the State of New York who is qualified and available to perform the work to which the employment relates; (b) That no contractor, subcontractor, nor any person on his behalf shall, in any manner, discriminate against or intimidate any employee hired for the performance of work under this contract on account of race, creed, color or national odgin. (Your attention is directed to the provisions of the State law against Discrimination which also prohibits discrimination in employment because of age); lc) That there may be deducted from the amount payable to the contractor by the State or municipality under this contract a penalty of five dollars for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the contract; STATE STREET BULKH~D REP~CEMENT N-7 (d) That this contract may be canceled or terminated by the State or municipality, and all moneys due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the contract. The aforesaid provisions of Section 220-e which covers every contract for or on behalf of the State or municipality for the manufacture, sale or distribution of materials, equipment or supplies shall be limited to operations performed within the territorial limits of the State of New York. Section 222 which requires that preference in employment shall be given to citizens of the State of New York who have been residents for at least six consecutive months immediately prior to the commencement of their employment; that persons other than citizens of the State of New York may be employed when such citizens are not available; and that if the requirements of Section 222 conceming preference in employment to citizens of the State of New York are not complied with, the contract shall be void. Section 222-a which requires that if in the construction of the public work a harmful dust hazard is created for which appliances or methods for the elimination of harmful dust have been approved by the Board of Standard Appeals, such appliances or methods shall be installed and maintained and effectively operated by the contractor; and that if the provisions of Section 222-a concerning harmful dust hazards are not complied with, the contract shall be void. OTHER REQUIREMENTS Every State contracting agency, including Public authorities, must include in each contract paragraphs (c) through (g) of the Standard State Contract Clauses promulgated by the Governor on September 12, 1963 and amended November 14, 1963. Labor classifications not appearing on the accompanying schedule of wages can be used only with the consent of the department of jurisdiction and then the rate to be paid will be given by the department of jurisdiction after being advised by the New York State Department of Labor. The contractor shall make such provision for disability benefits, workmen's compensation, unemployment insurance, social security and safety code provisions as are required by law. General Regulation No. 1, as issued by the State Commission for Human Rights, requires that each contract contains a stipulation that: "It is hereby agreed by and between the parties hereto that every contractor and subcontractor engaged in the public work described in this contract shall post and maintain at each of his establishments and at all places at which the public work described hereunder is being conducted, the Notice of the State Commission for Human Rights indicating the substantive provisions of the Law Against Discrimination, where complaints may be flied, and other pertinent information. Such Notice shall be posted in easily accessible and well lighted places customarily frequented by employees and applicants for employment." The Notice may be obtained from the department having jurisdiction, or from the office of the State Commission for Human Rights in the respective area. You are requested to refer to the Bureau of Public Work all charges of discrimination in employment including discrimination because of age, race, creed, color or national origin. STATE STREET BULKHEAD REPLACEMENT N-8 SPECIFICATIONS for BULKHEAD REPLACEMENT PART 1 - GENERAL SPECIFICATIONS 1.01 GENERAL CONDITIONS A. The contractor shall supply all labor, materials, equipment and services necessary or required to complete the work. The contractor shall fully familiarize himself with existing site conditions. The locations of all underground utilities shall be verified prior to commencing work. Damage to existing utilities shall be repaired at the contractors expense. The contractor may store his materials and equipment on the work site but the Town of Southold will not be responsible for damage or theft of same. In the event that anything reasonable, necessary or proper for the complete performance of the work to produce a first class finished job, has not been described in these specifications clearly, through oversight or palpable error, the contractor shall, notwithstanding, execute and provide all omitted works and things as if they were severally described, without extra charge and to the satisfaction of the Town's authorized representatives. The contractor shall be responsible for all construction facilities and temporary controls. These items would include all temporary electric, heat, telephone, water and sanitary facilities. Barricades shall be provided around all hazardous areas dudng construction and shall be maintained and lighted in accordance with all State and Local Code requirements. The contractor may submit substitutions for products specified herein, where such substitutions are allowed. Requests for substitutions shall be submitted with complete data necessary to substantiate compliance with the contract documents. All substitutions shall be approved in writing prior to being ordered, fabricated or incorporated into the work. No claims for additional costs related to substitutions will be allowed. The contractor is specifically advised that he shall be responsible for on-site safety in regard to his area of work and shall indemnify and hold harmless the Town of Southold and the Architect from any and all claims resulting from on-site accidents or safety conditions. STATE STREET BULKHEAD REPLACEMENT Page 1 1,02 The contractor shall be responsible for cleaning all work related debris generated during this project in a timely fashion. All dredge spoil & debris generated at this site shall be deposited by the contractor at the Southold Town Collection Center at NO COST to the contractor. RELATED DOCUMENTS: A. General provisions of the Contract, including General conditions and Supplementary Conditions, apply to work in this section. B. Standard Site Plan and Typical Bulkhead Section drawing attached. 1.03 DESCRIPTION OF WORK: All new construction shall meet the minimum requirements of the Southold Town Trustees and the New York State Dept. Of Environmental Conservation. The work under this section shall consist of furnishing all labor, material, equipment and appliances necessary or required to perform and complete all work including but not limited to the following: A). Excavation of existing Bulkhead and Rip-Rap. 1. All existing bulkheads shall be removed where required to accommodate new construction. All demolition work shall be in such a manner as to limit the amount of damage to the existing pavement. Any unnecessary damage to the existing pavement surface shall be replaced by the contractor at nc additional cost. Existing Concrete Rip-Rap shall remain in place. The contractor shall move or relocate the existing Rip-Rap as required to accommodate the new construction. Upon completion, the Rip-Rap is'to be replaced such that it protects the end of the Bulkhead and the shoulder of the road from erosion. Existing Guard Rail shall be removed dudng construction and salvaged for re-installed by the contractor at the completion of the project. B). Installation of new Bulkhead. Provide new Bulkhead as shown on the site plan. All new construction shall meet or exceed the items indicated on the typical bulkhead section. STATE STREET BULKHEAD REPLACEMENT Page 2 The new bulkhead shall be securely connected to the adjacent bulkhead on the east side of the new construction. Provide 6" x 6" x 4'-0" Long treated wood butt blocks with four (4) - 3/4" diameter galvanized through bolts at each whaler connection. C). Installation of new filter fabric. Provide new Poly "X" Filter Fabric over all new bulkhead sections. Fabric shall be continuous and extend from top of bulkhead to a minimum of two (2') feet below the existing mud line. All splices shall have a minimum overlap of two (2') feet. D). Removal of Debris. , All debds and dredge spoil generated from the proposed construction shall be removed by the contractor and deposited at the Southold Town Collection Center. There will be no charge for material deposited at the town facility. 1.04 STANDARDS: A. All new construction shall comply with the following reference standards: 1). American Society of Civil Engineering Standard Practices. 1.05 CONTRACTOR QUALIFICATIONS: A. Contractor, upon request, must show evidence of the following qualifications: 1). A minimum of five (5) years continuous experience in bulkhead construction. 1,06 QUALITY ASSURANCE: The contractor shall be responsible for verifying all existing conditions and limitations, The extent of clearing and the amount of required excavation shall be verified by the contractor prior to submitting his bid. The contractor shall be responsible for fully investigation the existing site conditions and shall be responsible for verifying all dimensions and quantities. STATE STREET BULKHEAD REPLACEMENT Page 3 1.07 DELIVERY STORAGE AND HANDLING: Delivery, storage and handling of equipment and bulkhead materials shall be in accordance with industry standards. 1.08 JOB CONDITIONS: 1.09 The road end shall be closed to the general public during the course of construction. The contractor shall be responsible for providing all necessary barricades and fencing to ensure public safety. B. Excavation and stockpiling of backfill material: 1). Ail stockpiling of excavation material shall be in an approved location immediately adjacent to the construction area. All stockpiles shall be protected with a continuous barrier of silt screen and hay bails to prevent silt from entering tidal waters. 2). The backfilling of the new bulkhead will not be permitted in freezing weather. PERMITS: The Town of Southold has obtained construction permits from the New York State Department of Environmental Conservation. END OF SPECIFICATIONS STATE STREET BULKHEAD REPLACEMENT Page 4 INVITATION TO BIDDERS: BULKHEAD REPLACEMENT AT STATE STREET "Skippers Lane" ORIENT HARBOR STATE STREET ROAD END ORIENT, NEW YORK 11957 JANUARY 13, 1997 SOUTHOLD TOWN ENGINEERING DEPARTMENT PECONIC LANE PECONIC~ N.Y. PAY TO THE ORDER OF JAMES H. RAMBO, INC. BISHOPS LANE SOU~AMPTON NY 11968 INVITATION TO BID PROJECT: BULKHEAD REPLACEMENT- STATE STREET (Skipper's Lane) ORIENT, NEW YORK 11957 The Town Board of the Town of Southold will receive bids for furnishing all of the labor, materials and equipment as requireded for the construction of the Bulkhead Replacement at the read end of State Street, in accordance with the Plans and Specifications prepared by James A. Richter, R.A., Southold Town Engineering Department, Peconic Lane, Peconic, New York. Bids will be received at the office of the Southold Town Clerk, Southold Town Hall, 53095 Main Road, Southold, New York 11971, until 10:00 AM, Thursday, May 8 , 1997. All specifications are provided herein: drawings to be attached. A fee often dollars ($10.00), cash or check, made payable to the Town of Southold will be required for one (1) copy of the Contract Documents. There are no refunds. This invitation to bid is not an offer and shall in no way bind the Town of Southold to award a contract for performance of the project. Should the Town of Southold decide to award a contract, it shall be awarded to the lowest responsible bidder. The Town of Southold reserves the right to waive any informalities, and to reject any or all bids, and to retain bids for 45 days from the date of receipt. The CONTRACTOR SHALL NOT withdraw his bid during this period. Bid Security in the form of a certified check or Bid Bond in the amount of 5% of the Base Bid will be required of each bidder. Please advise if you intend to bid or not. DaSd: April 15,1997 BY ORDER OF THE SOUTHOLD TOWN BOARD By: Judith T. Terry Southold Town Clerk STATE STREET BULKHEAD REPLACEMENT A-1 INSTRUCTIONS TO BIDDERS A. PROPOSALS Proposals must be made in strict accordance with the "Proposal Form" provided. The bidders shall write in ink, both in words & numerals, the price for which he proposed: to furnish all materials, plant, equipment, tools, shoring or bracing, scaffolds, or other facilities, & to perform all labor and services necessary for the proper completion of the work in strict accordance with the plans and specifications, and subject at all times to the approval of the Architect. Each proposal must be signed in writing with the full name and address of bidder. Proposals shall be addressed as indicated on Invitation for Bids and shall be delivered enclosed in an opaque sealed envelope marked "Proposal" bearing title of work, and Bidders Name. No proposal shall be considered which has not been received by the Southold Town Clerk prior to the hour and date stated. B. PROPOSAL GUARANTY A proposal will not be accepted or considered unless accompanied by a guaranty in the form of a bid bond or certified check in the amount of 5% of the total bid, payable to the Town of Southold. As soon as the proposal pdces have been compared, the Owner shall return the bidder's bond or the certified checks accompanying such proposals as, in his judgement, would not likely be involved in making the award. All other proposal quantities will be held until the contract and contract bond have been executed after which they will be released or returned to the respective bidders whose proposals they accompanied. C. OMISSIONS AND DISCREPANCIES Bidders should carefully examine the drawings and specifications, visit the site of work, and fully inform themselves of all conditions and matters which can in any way affect the work or the cost thereof. Should a bidder find discrepancies in or omissions from the drawings, specifications, or other documents or should he be in doubt as to their meaning, he should at once notify the Architect who may issue a written instruction to all bidders. STATE STREET BULKH~D REP~CEMENT B~I D. PUBLIC OPENING OF PROPOSALS Proposals will be opened and read publicly at the time and place indicated in the Invitation for Bids. Bidders, there authorized agents, and other interested parties are invited to be present. E. AWARD OF CONTRACT Award of contract will be made as soon as practical, a contract may be awarded to a responsible bidder other than the lowest money bidder, if it is in the best interest of the Town. No bid may be withdrawn after scheduled closing time for receipt of bids for a period of 45 days pending execution of a contract by successful bidder. The competency and responsibility of the bidder and his sub-contractors will be considered in making the award. The Town reserves the right to waive any technical error, to accept any bid, or to reject any or all bids. The contract form will be the current edition of AIA Document A101 "Standard form of Agreement between Owner and Contractor (Stipulated Sum)". The Town will either award the project or reject all proposals received within forty-five (45) days after the formal opening of proposals. The acceptance of a proposal will be a notice in writing signed by the Town Clerk and no other act shall constitute the acceptance of a proposal. F. WITHDRAWALS OF PROPOSALS Any bidder upon his or her authorized representative's written request presented not later than the hour set for the opening thereof, will be given permission to withdraw his proposal. At the time of opening the proposals, when such proposals are reached, it will be returned to him unread. G. REJECTION OF PROPOSALS The Town reserves the right to waive any technical error and to reject any and/or all proposals. Without limiting the generality of the foregoing, any proposal which in incomplete, obscure, or irregular may be rejected; any proposal accompanied by an insufficient or irregular certified check or bidder's bond bay be rejected, any proposal having interlineation, erasure or corrections may be rejected. H. PLANT & EQUIPMENT The bidder shall state in his bid that be has available or under his control, plant and equipment of the character and in the amount required to complete the proposed work within the specific time. STATE STREET BULKH~D REPLACEMENT B-2 I. TIME FOR EXECUTION OF CONTRACT Any bidder whose proposal shall be accepted will be required to appear before the Town in person; or if a firm or corporation, a duly authorized representative shall so appear, and execute six (6) copies of the Contract and furnish satisfactory Performance and Payment Bond within ten (10) days after notice that the Contract has been awarded to him. Failure to execute Contract shall constitute a breach of the agreement effected by the acceptance of the Proposal. The damages to the Town for such breach will include loss from interference with his construction program and other items, the accurate amount of which it will be difficult or impossible to compute. The amount of the certified check or bidder's bond accompanying the Proposal of such bidder shall be retained by.the Town, not as a penalty, but as liquidated damages for such breach. In the event any bidder whose proposal shall be accepted shall fail or refuse to execute the Contract as herein before provided, the Town may, at there option, determine that such bidder has abandoned the Contract, and thereupon, his proposal and acceptance thereof shall be null and void, and the Town shall be entitled to liquidated damages as above provided. J. TIME LIMIT TO COMMENCE AND COMPLETE WORK The contractor shall commence work within fifteen (15) calendar days after the date stipulated in the notice to proceed which was given to him by the Town of Southold and shall complete the work within the calendar day limit as set forth by him in his Proposal, but not more than sixty (60) working days. STATE STREET BULKHEAD REPLACEMENT B-3 INDEX TO SPECIFICATIONS BIDDING REQUIREMENTS Invitation to Bid Instructions to Bidders Index to Drawings Proposal Form Statement of Non-Collusion N.Y.S. Affirmative Action Certification AIA Bid Bond Offer of Surety A ~ 1 through A- 1 B - 1 through B - 3 C- 1 through C- 1 D- 1 through D- 2 E- 1 through E- 1 F-lthrough F-1 AIA Document # A310 G- 1 through G- 1 GENERAL CONDITIONS AIA General Conditions Supplementary General Conditions General Release Prevailing Wage Rates Non-Discrimination Clause Compliance with the Labor Law & Other Dept. of Labor Regulations AIA Document # A201 H- 1 through H ~ 2 K- 1 through K- 1 L - 1 through L - ???? M - 1 through M - 2 N - 1 through N -8 SPECIFICATIONS Building Specifications Page 1 through Page 4 DRAWINGS Site Plan and Bulkhead Section Sheet#: 1of1 STATE STREET BULKHEAD REP~CEMENT C-1 PROPOSAL FORM DATE: ~/~ ~ TO: SOUTHOLD TOWN BOARD TOWN HALL - 53095 MAIN ROAD SOUTHOLD, NEWYORK 11971 MEMBERS OFTHEBOARD: The undersigned as bidder, declares that the only persons, company, or parties interested in this proposal as principals are named below; that this proposal is made without any connection, directly or indirectly with any other bidder for the same work; that it is in all respects fair and without collusion or fraud, and that no person acting for or employed by the aforementioned owner is or will be interested directly or indirectly, in the performance of the contract, or the supplies relating to it, or in any portion of the profit thereof; that he has carefully examined the contract documents dated: January 13, 1997, including bidding requirements, contract, general and special conditions, specifications, contract drawings, and addenda, if any (Note: acknowledgement of addenda and their dates must be included as indicated on bottoM page); that he has satisfied himself by personal examination of the proposed work, and by such other means as he may have chosen, as to the conditions and requirements of the work; and he proposed and agrees that if his proposal be accepted he will contract to furnish all materials not provided by the Town (See Specifications) and to perform all the work required to construct, perform and complete the work at: BULKHEAD REPLACEMENT - STATE STREET (Skipper's Lane) ORIENT, NEW YORK 11957 and all other work in connection therewith, in accordance with the contract documents and addenda, if any, prepared by James A. Richter, R.A., Southold Town Engineering Department, Peconic Lane, Peconic, New York 11958, and shall comply with all the stipulations contained therein and that he will start the work as directed by the Town, he will accept, in full payment thereof as listed below: STATE STREET BULKHEAD REPLACEMENT D-1 BULKHEAD REPLACEMENT AT THE STATE STREET ROAD END IN ORIENT. THE SIZE OF THE BULKHEAD SHALL BE AS INDICATED ON THE PLANS AND IN THE SPECIFICATIONS. THE CONTRACTOR SHALL PROVIDE ALL LABOR & MATERIALS NECESSARY TO CONSTRUCT THE BULKHEAD IN ACCORDANCE WITH THE CONTRACT SPECIFICATIONS. THE ABOVE REFERENCED ACTIVITIES WILL BE COMPLETED FOR THE STIPULATED "LUMP SUM" OF: (written in'wort'ds) (written in numbers) And he further agrees that if this proposal shall be accepted by the Town and that if he shall refuse, fail or neglect to enter into a Contract pursuant to such proposal and to the requirements of the Town and shall fail to give the required security within the ten (10) days after notice of the acceptance of said proposal, shall have been deposited in the mail addressed to him at the address given in the proposal, that he shall be considered to have abandoned the contract and the sum represented by the certified check accompanying this proposal shall be forfeited to the Town as Liquidated damages; otherwise the certified check shall be returned to the bidder within forty-five (45) days after the date of receiving the bids. We the undersigned, further agree that this proposal is a formal bid and shall remain in effect for a period of forty-five (45) days, the Town will accept or reject this proposal or by mutual agreement may extend this time period. Signature of Bidder: Business Address: Telephone Number: Date: STATE STREET BULKHEAD REPLACEMENT D-2 STATEMENT OF NON-COLLUSION (To be completed by each Bidder) In accordance with Section 103~d General Municipal Law, effective September 1, 1966, every bid or proposal hereafter made to a political subdivision of the State of any public department, agency, or official thereof or to a fore distdct or any agency or official thereof for work or services performed or to be performed or goods sold or to be sold, shall contain the following statement subscribed to by the bidder and affirmed by such bidder as true under the penalties of perjury; non-collusive bidding certification. A. By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of knowledge and belief: (1) The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such pdces with any other bidder or any competitor. (2) Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder pdor to opening, directly or indirectly, to any other bidder or to any competitor. (3) No attempt has been made or will be made by the bidder to induce any other person, partnership, or corporation to submit or not to submit a bid for the purpose of restricting corn petition. E~. The person signing this bid or proposal certifies that he has fully informed himself regarding the accuracy of the statements contained in this certification, and under the statements contained in this certification, and under the penalties of perjury, affirms the truth thereof, such penalties being applicable to the bidder, as well as the person signing in its behalf. C. That attached hereto (if a corporate bidder) is a certified copy of resolution authorizing the execution of this certificate by the signature of this bid or proposal on behalf of the corporate bidder. RESOLUTION (Name of Corporation) authorized to sign and submit the bid or proposal of this corporation for the following Project: BULKHEAD REPLACEMENT - STATE STREET (Skipper's Lane) ORIENT, NEWYORK 11957 and to include in such bid or proposal the certificate as to non-collusion required by section one-hundred-three-d (103-d) of the General Municipal Law as the act and deed of such corporation, and for any inaccuracies or mis- statements in such certificate this corporate bidder shall be liable under the penalties of perjury. The foregoing is true and correct copy of the resolution adopted by corporation at a meeting of the Board of Directors, held on the (SEAL OF THE CORPORATION) Laws of New York, 1965 Ch. 7Sl, Sec. 103-d, as amended effective September 1, lg65 (Signature) STATE STREET BULKHEAD REPLACEMENT E-1 NEW YORK STATE AFFIRMATIVE ACTION CERTIFICATION (TO BE COMPLETED BY EACH BIDDER) Bidder's Certifications: A bidder will not be eligible for award of a contract under this Invitation for Bids unless such bidder has submitted as a part of its bid the following certification, which will be deemed a part of the resulting contract: BIDDER'S CERTIFICATION (Bidder) Certifies that: 1. it intends to use the following listed construction trades in the work under the ; and, as to those trades set forth in the preceding paragraph one hereof for which it is eligible under Part 1 of these Bid Conditions for participation in the Nassau-Suffolk County Plan it will comply with the said County area within the scope of coverage of that Plan, those trades being: ; and/or, as to those trades for which it is required by these Bid Conditions to comply with Part II of these Bid Conditions, it adopts the minimum minority man- power utilization goals and the specific affirmative action steps contained in said Part II, for all construction work (both state and non-state) in the afore- mentioned area subject to these Bid Conditions, these trades being: ; and, it will obtain from each of its subcontractors and submit to the contracting or administering agency prior to the award of any subcontractor under this contract the subcontractor certification required by these Bid Conditions. (Signature of Authorized Representative of Bidder) STATE STREET BULKHEAD REPLACEMENT F-1 THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document A310 Bid Bond KNOW ALL MEN BY THESE PRESENTS, as Principal, hereinafter called the Principal, and that we a corporation duly organized under the laws of the State of as Surety, hereinafter called the Surety, are hetd and firmly bound unto (Here inse,~ tull name and address or lesal title Bi Owner} as Obi[gee, hereinafter called the Obi[gee, in the sum of Dollars ($ ), for the payment of which sum well and truly to be made, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has submitted a bid for (Here insert full name. address and description of project) NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the Principal shall enter into a Contract with the Obi[gee in accordance with the terms Bt such bid, and give such bond or bonds as may be specified in the bidding or Contract Documents with good and sufficient surety for the faithful performance of such Contract and for the prompt payment of labor and material furnished in the prosecution thereof, or in the ~vent of the failure of the Principal to enter such Contract and give such bond or bonds, if the Principal shaft pay to the Oblig~e the difference not to exceed the penalty hereof between the amount specified in said bid and such larger amount for which the Obi[see may in good faith contract with another pan',/to perform the Work covered by said bid, then this obli§ation shall be null and void, otherwise to remain in full force and effect. Signed and sealed this day of 19 (Witness) (PrincipalJ (Seal) (Title) (Sure~l) (Seal) (Title) (Witness) AIA DOCUMENT A31B · ~IO BONO - AIA ~ · FEBRUARY 1970 ED · THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N.Y. AVE., N.W., WASHINGTON, O.C. 20006 I OFFER OF SURETY (To be completed by Each Bidder) In the event the above proposal is accepted and the undersigned is awarded the Contract for the work, the undersigned offers as surety for faithful performance, bond and/or bonds to protect labor and material men, the following surety: SURETY COMPANY Signed: (Bidder) CERTIFICATE OF SURETY to be signed by a duly authorized official, agent or attorney of the Surety Company, In the event that the above Proposal is accepted and the contract for the work is awarded to said the (Bidder's Name) (Surety Company) will execute the Surety Bonds as herein-before provided. Signed: Authorized Official, Agent or Attorney Date: IMPORTANT: THIS PAGE MUST BE FILLED OUT WHEN CERTIFIED CHECK IS SUBMI'FTED IN LIEU OF BID BOND, OR BID MAY BE REJECTED. STATE STREET BULKHEAD REP~CEMENT G-1 A M E R I C ~ ;'~ I N S T I T U T E ~ F A R ¢ H I 3' ECTS AIA Document A201 General Conditions of the Contract for Construction THIS DOCUMENT HAS L'~IPORTANT LEGAL CONSEQUENCES; CO~VSr..ZTATION WITH ,4~¥ ATTORNEY IS E. VCOURAGED WITH RESPECT TO ITS MODIFrC~TION 1987 EDITION TABLE OF ARTICLES 1. GENERAL PROVISIONS 2. OWNER 3. CONTRACTOR 4. ADMINISTRATION OF THE CONTRACT 5. SUBCONTRACTORS 6. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7. CI-L&NGES IN THE WORK 8. TIME 9. PAYMENTS ALND COMPLETION I0. PROTECTION OF PERSONS AND PROPERTY 1 1. INSUR-&NCE AL'VD BONDS 12. UNCOVERING ALND CORRECTION OF WORK I3. MISCELLALNEOUS PROVISIONS 14. TERMINATION OR SUSPENSION OF THE CONTRACT This document has been approved and endorsed by the Associated General Commctors of America. Copyright I9ll, 1915, I918, 1925, i937. 195i, 1958, [961, i963, t966, [967, 1970, 1976, © 1987 by T~e American Institute of Architects, A2014 987 I INDEX Acceptance of Nonconforming Work ......... 9.6.619.9.3,12,3 Acceptance of Work ........... 9.6.6, 9.8.2, 9.9.3, 9. I0.1,9.10.3 A¢ceu tO Work ..................... ~ ...... 3.16,6.2.1, 12.1 Acts and Omission$ ... 3.2.1,3.2.2,3.3.2,3.12.8,3.18,4.2.3,4.3.2, Additional Ir~spections and Testing ....... 4.2.6, 9.8.2, 12.2.1, I3,5 Additional Time, Clalms for ............. 4.3.6, 4.3.8, 4.3.9, 8.3.2 ADMINISTRATION OF THE CONTRACT ....... 3.3.3,4,9.4,9.5 Advertisement or Invitation to Bid ...................... 1.1.1 Aesthefic Effect .............................. 4.2.13, 4.5.1 Allowanc~ ...................................... 3.8 All-risk Insurance .............................. 11.3. I. 1 Appilcatlorts for Payment ~. 4.2.5,7.3.7,9.2,9.3,9.4,9.5.1,9.6.3, Approvals .... 2.4, 3.3.3, 3.5, 3.10.2.3.12.4 through 3.12.8, 3.18.3, Arbitration ................. 4.1.4, 4.3.2.4.3.4, 4.4.4, Amhit~ct .................................... 4.1 Architect, Definition o f ........................... 4.1.1 Architect. Extent of Authority ........ 2.4.3.12.6.4.2. 4.3.2, 4.3.6, Architect. Limitations of Authority and Responsibility 3.3.3, 3.12.8~ Architect's Additional Services and E.x-penses ......... 2.4, 9.8.2. Architect's Administration of the Contract ......... 4.2, 4.3.6. 4.3.7, 4.4, 9.4.9.5 Architect's Copyright ......................... 1.3 Architect's Inspections ......... 4.2.2, 4.2.9, 4.3.6.9.4.2.9.8.2, Architect's Instruclions . 4.2.6, 4.2.7, 4.2.8.4.3.7, 7.4.1.12.1.13.5.2 Archit ect's Interpretations ................ 4.2.1 I) 4.2.12, 4.3.7 Architect's ReLationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, Architect '$ Repre~entatto ns ............ 9.4.2.9.5.i, 9.10.1 Award o f Separate Contracts 6. l.1 Award of Subcontracts and Other Contracts for pordona of the Work ................. 5.2 Boiler and Machinew Insurance .............. 11.3.2 Bonds, Lien 9.10,2 Bonds. Performance and Payment .... 73.6.4, 910,3, I 1.3.9, 114 Building Permit .................................... 3.7.1 Captta{lzaUon ....................................... 1.4 C~rtlflcal~ for Paymmn! ....... 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6. l, Certificates o f Inspection, Tes£ing or Approval ..... 3.12.11, 13.5.4 Certificates of Insurance .................. 93.2, 9.10.2, 11.1.3 Chang~ ........................................7.1 CHANGES IN THE WORK .... 3.11, 4.2.8, 7, 8.3.1, 9.3.1.1, 10. ! .3 Claan, Definition of ................................. 4.3.1 CMirns and Disputes ............... 4.3,4.4.4.5.6.2.5,8.3.2, Clairol and Timely AsaertJorl of CMim$ ............... 4.5.6 Claims for Additional Cost ........ 4.3.6.4.3.7, 4.3.9, 6. i. 1, I0.3 Clatrns for Additional Time ............ 4.3.6, 4.3.8, 4.3.9, 8.3.2 Claims for Concealed or Unknown Conditions ........... 4.3.6 Clauns for Damages...3.18, 4.3.9, 6.1.1, 6.2.5, 8.3.2, 9.5.1.2, 10.1.4 Claims Subiect to Arbitration ................. 4.3.2.4.4.4.4.5.1 Cl~lng Up ................................... a,13, 6.3 Commencement of Statutory I imitaUon Period ......... 13.7 Commencement O f thc Work, Conditions Relating to ....... 2.1.2, Commencement of the Work, Definition of ............ 8.i.2 Communications Facilitating Contract Admini$t ~tion ....................... 3.9.1,4.2.4, 5.2.1 Comple fion, Conditions Relatirlg to ....... 3.11.3.15,4.2.2,4.2.9, COMPLETION, PAYMENTS AND ....................... 9 Concealed or Unknown Conditions ................... 4.3.6 Conclitio ns o f the Contract ................. 1.1.1, 1.1.7,6.1.1 Consent, Written ................. 1.3.1,3.12.8, 3.I4.2, 4.I.2, CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS .............................. I.t.4,$ Const ruction Change Directive. Definition o f .............. 73.1 Construction Change Directives 1.1.1,4.2.8,7.1,7.3,9.3.1.1 Constr~Jction Scheciules, Contractor's ............. 3.10,6.1.3 Conthagent As~gnment of Subcontracts ............. 5.4 Continuing Contract PeHon-n~nce ................ 4.3.4 Contract, Definition of ............................ 1.I.2 CONTRACT, TERMINATION OR Contract Administration ..................... 3.3.3, 4.9.4, 9.5 Contract Award and Execution, Conditions Relating to ..... 3.7.1, Contract Documents, Copies Furmshed and Use of... L3, 2.2.5, 5.3 Contract Documents, Definition of ............. 1. I. l Contract Performance During Arbitration ......... 4.3.4,4.5.3 Contra~t 5urn .................. 3.8.4.5.6, 4.3.7, 4.4.4, 5.2.3, Contract Sum, Definition o f 9.1 Contract Time ................ 4.3.6, -~.3.8, ~.4.4, 7.2.1.3, 7.3, 2 A201-1987 CONTRACTOR ....................................... 3 Contractor, Definition o f ......................... 3.1, 6.1.2 Contractor's Conslruclton Schedules ............. 3.10,6:1.5 Cont factor's Employees ....... 3.3.2,3.4.2,3.8.1,3.9,5.18,4.2.3, Contmolo¢ s Liability Inaumrme ....................... 11.1 Contractor's Relauonship with Separate Contractors and Owner's ,%tees ...... 2.2.6,3.I2.5,3.14.2,4.2.4,6, I2.2.5 Contrac=or's Relationship with Subconwactors ....... 1.2.4, 3.3.2, Contrac=or's Represenrauons.. i.2.2,3.5.1,3.12.7,6.2.2,8.2.1,9.3.3 Contractor's Responsibility for Those Performing the Work ................ 3.3.2,3.18,4.2.3, 10 Contractor's Review of Contract Documents ..... 1.2.2, 3.2, 3.7.3 Contractor's Right to Terminate the Contract .............. 14. l Contractor's Submittals ....... 3. I0, 3.1 I, 3.12, 4.2.7, 5.2.1,5.2.3, Contractor's Superintendent ...................... 5.9, 10.2.6 3.3, 3.4, 4.2.3, 8.2.2, 8.2.3, 10 Coordination and Correlation .............. 1.2.2.1.2.4.3.3.1. Copies Furmshed o f Drawings and Specifications ... 1.3.2.2.5.3.11 Correction of Work ..................... 2.3, 2.4, 4.2.1,9.8.2, Cost. Definmon of ............................ 7.3.6, 14.3.5 Costs .... 2.4.3.2.1.3.7.4, 3.8.2.3.15.2, 4.3.6, 4.3.7, 4.3.8. I. 5.2.3, Cutting and Patching .......................... 3.14, 6.2.6 Damage tO the Work .... 3.142,9.9.1, 10.2.1.2, 10.2.5, 10.3, 11.3 Damages, Claims for . 3.18.4.3.9, 6.1.1,6.2.5, 8.3.2, 9.5.1.2, 10.1.4 Damages for Delay .................... 6.1.1,8.3.3, 9.5.1.6, 9.7 Date oFSubstantial CompMtion, Defimtion of ............. 8.1.3 Day, Definition of .................................. 8. l.4 Oecicions to Withhold CerttflcalJon .......... 9.5,9.7, 14.1.1.3 Reiection and Correction oF ........... 2.3,2.4.3.5.1,4.2.1, Defective Work, Definition o f .................... 3.5. l Oe{ays and Smccionc ot T{me ......... -L3.1, 4.3.8.1. 4.3.8.2. Disputes ........... 4.1.4. 4.3, 4.4, 4.5, 6.2.5, 6.3, 7.3.8, 93.1.2 Drawings, Definition of .............................. 1.I.5 Drawmgs and Specifications. Use and Ownership of ..... 1.i.1..1.3, Emergencies ................................. 4.3.7, 10.3 Employees, Contrac:or's .......... 3.3.2, 3.4.2, 3.8.1,3.9, 3.18.1. Equipment, Labor, Mat eriais and .......... 1.1.3, I.1.6,3.4,3.5.I, Execution and Prosrei$ of the Work ....... 1.1.3,1.2.3,3.2.3.4.1, 7.3.9, 8.2, 8.3.9.5, 9.9. I, 10.2, 14.2, 14.3 Execution, Correlation and Intent of the F=iiurc oF Paymen[ by Con[mc=or ............. 9.5 1.3. 14.2.1.2 Failure of Payment by Owner ............... 4.3.7, 9.7, 14. I.3 Flnal Completion and Finci Payment ....... 4.2.1. 4.2.9. -~.3.2. Financial Arrangements. Owner's ................. 2.2.1 GE~AL PROVISIONS ........................ 1 Governing Law ............................... 13.1 Hazardous MateriaJs ............................ 10.1, [0.2.4 Identification o f Contract Documents ................ 1.2.I Identification o f Subcontractors and Suppliers ........... 5.2.1 Information and Services Rm:luirecl of the Owner ..... 2.1.2.2.2, Injury or Damage to person or Pn3per[y ............. 4,3.9 inspections ....................... 3,3.3.3.3.4, 3.7.1, 4.2.2. Inst rucQons to Eidders ......................... I.I. i Incurance, Bciter and Machinery ................. 11.3.2 Insurance. EfFective Date of .................. 8.2.2. 1 I. 1.2 I~asurance, Loes of Use ................... 11.3.3 I~surance, Owner's l.lal~illty ............... 11,:2 Insurance, Pmper~ ..................... 10.2.5.11.3 Irlsura.qc~. 8tor~d ,Materials .................. 9.3.2. 11.3.1.4 INSURANCE AND SONOS .......................... 11 Insurmac~ Companies, Consenz to Partial Occupanc'v ,. 9.9. i, I 1.3.1 1 [rtsurancc Companies, Settlement with .............. I 1.3. I 0 J'oinder arid Consoliclation o f C!aims Required ...... -~.5.0 Labor Disputes 8.3.1 Laws and Regulations ....... 1.3, 3.6, 3.7.3.13, 4. I. I. 4.5.5, -~.5.7, kimitetlon on Consolidation or Jcinder ......... 4.5.5 Limitations. Statutes of ............. 4.5,4.2. 12.2.6. [3.7 A201-1987 3 Lk'nitations o f Time, General ........... 2.2.1.2.2.4,3.2.1,3.73. Limitations o f Time. Specific ......... 2.1.2.2.2.1,2.4,3.10,3.11, koss of Use Insuranos .......................... 11.3.3 Material Suppliers .............. 1.3.1,3,12.1, 4.2.4, -12.6, 5.2. I. Mater{als, Hazardous ........................ 10.1, 10.2.-* Means, Methods. Techniquc'~. Sequence~ and Procedures o f Cons{ faction .......... 3,3.1, 4.2.3, 4.2.7, 9.-12 Minor Oha:n(.]ss in the Work .......... 1.1.1,4,2.8,4.3.7,7,1,7.4 MISCELLANEOUS PROVISIONS ........................ 13 Mutual Responsibility .......................... 6.2 Nonconforming Wo~, Acceptance of ............. 12.3 Noncontbrrning Work. Reiection and Correction o f ........ 2.3.1. 4,3.5, 9.5.2.9.8.2. 12. [3.71.3 No{ice ........... 2.3, 2.4.3.2. I. 3.2.2, 3.7.3.3.7.4, 3.9.3.12.8. Notice, Written ......... 2.3, 2.4, 3.9.3.12.8, 3.12.9. `+.3. Notice o f Te~ting and lnspecuons ............... 13.5.1, 13.5.2 Nouce to Proceed ................................. 8.2.2 Notices, permits, Fees and .... 2.2.3.37, 3.13, 7.3.6-~. 10.2.2 -13.6, 9,-12. 9.5.1.9.1().[, [3.5 Observations, Contractor's ...................... 1.2.2.3.2.2 Occupancy .................... 9.6.6, 9.8. l, 9.9. [ 1.3,11 On-Site Inspections by the Architect ......... 4.2,2. ~.2.9, ~.3.6. 9.4.2. 9.8.2. 9.92.9.[0. l On-Site Observations by the Architect ...... ~.2.2.4.2.5. `+.3.6. Orders. Written ....... 2.3, 3.9, 4.3.7, 7, 8.2.2. 11,3,9, 12.1, OWNER .............................. 2 Owner. Definition or' ........................... 2.1 Owner, Information and Services Required of the ...... 2.1.2. Owner's Authority ...... 3.8.1,4.1.3.4.2.9, 5.2.1.5.2.~. 5.-L 1. Owner' s LisPility Insurance ..................... 11.2 Owners LoSs of Use Insurance ................. 11.3.3 Owner's Right to Perform Construction and to Awsrd Separate Contrects ........................ 6.1 Owner's Rlgl~t to Stop the Work .................. 2.3,4.3.7 Owner's Rigtat to Suspend the Work .................... 14.3 Owner's Pdght to Terminate the Cont tact ................. 14.2 Ownemhip and Usa of Architect's Drawings, Specifications and Other Decuments ................ 1.1.1, 1.3, 2.2.5, ~.3 Partial Occupancy or Use ................. 9.6.6,9.9, 11.3.1I Patching, Cutting and ........................ 3.14,62.6 Patsnts, Roysltiec and ......................... 3.17 Payment, Appllcatiorm for ............... 4.2.5,9.2,9.3,9.4. Payment, Cer~flcates tor ...... ~.2.5, 4.2.9, 9.3.3, 9.4, ~.5, Psymsnf, FailUl'~ of ........................ 4.3.7,9.5.1.3, Payment Bond, Performance Bonfl and .............. 7.3.64, Payments, Progress .................... 4.3.4.9.3, 9.6. PAYMENTS AND COMPLETION ................ $, 1,~ Payments to Subcontractors ................ 5.-12, 9.5.1.3, PCB ...................................... 10. i Performance Bond and Payment Bond ............... 7.3.6.4, Permits, F~ and Notices ....... 2.2.3, a.7, 3.13, 7:3.6.4, 10,2.2 PERSONS AND PROPERTY, PROTECTION OF .......... 10 Polychlorinated Biphenyl ......................... 10.1 Product Data. Definition of ......................... 5.12.2 productDmtssndSamples, ShopOrawing$ . . 3.11.3.12,4.2.7 Prcgms$ and Completion ............. ~.2.2, 4.3.4.8.2 Prcgrcss Payments .................... 4.3.4.9.3, Project, Defingion of the ....................... 1.1.4 Project Mano$[, Definition of the ................... 1.1.7 Proiect Manuals ........................... 2.2.5 Project Representauve$ ...................... 4.2,10 PflOTECT~ON OF PERSONS AND PROPERTY ............ 10 Re~oluflon of Claims and Dlsputss ................ 4.4, 4.5 Responsibility for Those Per,brining ~he Work ........... 3.3.2. Review of Contract Documents and Field Condittons by Contractor .......... [.2.2.3.2, 3.7.3, 3A 2.7 Owner and Architect ........... 3.10.1,3.10.2.3.11.3.12. and Samples by Contractor 3.12.5 Rlg~%~ and Remedies ......... 1. ! .2.2.3.2,-~. 3.5. I. 3,152. Royal{{ss and Patents ......................... 3.17 4 A201-1987 Rules and Nctic~ for Art~itraflon ..................... 4.5.2 Safety of Persona anti ProperW ..................... 10.2 Safety Pracauflons and Programs ........... 4.2.3, 4.2.T. 10.1 ~ampIc$, Dcfinltion of .............................. 3. I2.3 Sample~,ShopDrawlngs, Pmduct Data and ... 3.11.3.12,4.2.? Sample~ at the Site, Documents and ................. 3.11 Schedule of Values ............................ 9.2, 9.3.l Scheddies, Const r~ction ............................. 3.10 Separate Contracts and Contractors .......... I.l.4, 3.14.2, 4.2.-t, Shop Drawings. Definition o f .................. : ...... 3.12.1 Shop Drawings, Product Data and Samples .... 3. l 1,3.12, 4.2.7 Site, Use of ............................. 3.13, 6. lA. 6.2.I Site Inspections ... 1.2.2.3.3.4.4.2.2.4.2.9. 4.3.6.9.8.2.910.1.13.5 Site Vlsi{s. Arch. it act's ............. 4.2.2.4.2.514.2.9,4.36. 94.2. 9.5.[. 9.8.2.9.92. 910.1. 13.5 Special inspections and Tearing ...........4.2.6. 12.2.1. 13.5 S peCiffcatlons, Definition o f the ................ 1.1.8 Statutes of Limitations .................. 4,5.4.2. 12.2.6. 13.7 Subcont factor. Definition of ...................... 5.1.I SUBCONTRACTORS ........................... 5 Subcontractors. Work by ............... 1.2.4.3.3.2, 3.12. l, 4.2.3. 5.3, 5.4 Subcontra¢tual Ratatlorm ............ 5.3, 5 4, 9.3.1.2.9.6.2. Submittals ......... 1.3.3.2.3.3.10.3.1 I. 3 I2. 4.27.5.2. [. 5.2.3, Substantial Completion. Definition of .......... 98. l Substitution o f Subcontractors .......... 52.3. ~.2.4 Substitution of thc A£chitect 4.1.3 Substitutions of Materials 3.5.1 Subsurface Condition.~ 4.3.6 Successors and Assigns ............. 13.2 Supervision and Construction Procedures .... 1.2.-~. 3.3, 3.-~, Suspension by the Ownsr for Convenience ............. 14.3 Su.spension of the Work ............. 4.3.7, 5.4.2. 14.1.1,4, 14.3 Suspension or Termination o f the Contract ...... 4.3.7, 5.4.1.1. 14 Taxe~ .................................... 3.6, 7.3.6.4 Termination lay the Contractor ....................... 14.1 Terminsflon by ~e Owner for Cauaa ............ 5.4.1,1.14.2 Termination of the Contractor ........................ 14,2.2 TERMINATION OR SUSPENSION OF THE CONTRACT ...... 14 Tecta and Inspections ..... 3.3.3,4.2.6,4.2.9,9.4.2, 12.2.1, 13.5 TIME ............................................. 8 Time, Delays and Extensions of ............. 4.3.8, 7.~. I. 8.3 Time Limits, Specific ......... 2.1.2, 2,2. I, 2.4, 3.10, 3. [ [. 3.15.1. Time LimRa on CMima ........ 4.3.2.4.3.3,4.3.6,4.3.9,4.4,4.5 Title to Work ............................ 93.2.9.3.3 UNCOVERING AND CORRECTION OF WORK ..... 12 Uncovering of Work ........................ 12.1 Unforeseen Conditions .............. 4.3.6, 8.3.1. 10. l Unit Prices ................................ 7. I.4, 7,3.3.2 Use Of Site ............................. 3.13,6.1.1.6.2,1 ¥aluaa, Schedule of ........................... ~.2, 9.3,1 Waiver of Claims: Final Payment ...... 4.3.$, 4.5.1,9.10,3 Waiver of Claims by the Architect .................. 13.4.2 Waiver of CLMms by thc Contractor ....... 9.10,4. 1[.3.7, 13.4.2 Wmver of Claims by the Owner .......... 4.3:5, o,.5.1,9.9.3, Waiver o f Liens ................................ 9.10.2 Warranty and Warranties ...................... 3.$, 4.2.9. Weather Delays ................................. 4.3.8,2 When Arbitration May Be Demanded ............ 4.5.4 Written interpretations ............... -~.2.1 I. ~.2.12.4,3.7 Written Orclers .................... 2.3, 39. -+.3.7. A201-1987 5; GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ARTICLE 1 GENERAL PROVISIONS 1.1 BASIC DEFINITIONS 1.'J.1 THE CONTRACT DOCUMENTS The Contract Documents consist of thc Agreemen[ between Owner and Contractor (hereina~er the Agreement), Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specification5, addenda issued pdor to execution of the Contract, other documents listed in the Agreement and Modifications issued a~er execution of the Contract. A Modifi- cation is (1) a written amendment to the Contract signed by both par~ies, (2) a Change Order, (3) a Construction Change Direcuve or (4) a written order for a minor change in the Work issued by the Architect. Udiess specifically enumerated in the Agreement, the Contract Documents do not include other documents such a.s bidding requirements (advertksement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid or portions of addenda relating to bidding requirements). 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Con- tract may be amended or modified only by a Modification. The Contract Documents shall not be construed, to create a contrac- tual relationship of any kind ( 1 ) between the ?trchitect and Con- tractor, (2) between the Owner and a Subcontractor or Sub- subcontractor or (3) between any persons or entities other than the Owner and Contractor. The 3xchitect shali, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. 1.1.3 TH£ WORK The term "Work" means thc construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. 1.1.4 THE PROJECT The Project is the total construction of which the Work per- formed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors. 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Con- tract Documents, wherever [orated arid whenever issued. showing the design, location and dimensions of the Work. generally including plans, elevations, sections, derails, sched- ules and diagrams. 1.1.6 THE SPEClRCATIONS The Specifications are that portion of the Contract Documents consisting of the written reqmrements for materials, equip- merit, construction systems, standards mad workmanship for the Work, and performance of related services. 1.1.7 THE PROJECT MANUAL The Proicct Manuui is thc volume usu.'~y ~ssembied for the Work which may include thc bidding requirements, sample forms, Conditions of the Contract and Specifications. 1.2 EXECUllON, CORRELATION AND INTENT 1.2.1 The Contract Documents shall be signed by the Owner and Contractor as provided in the Agreement. If either the Owner or Contractor or both do not sign all the Contract Documents, the Architect shall identify such unsigned Docu- ments upon request. 1.2.2 Execution of the Contract by the Contractor is a repre- sentation that the Contractor has visited the site, become famil- iar with local conditions under which the Worn is to be per- formed and correlated personal observations with require- ments of the Contract Documents. 1.2.3 The intent of the Contract Documents is to include all items necessary, for the proper execution and completion of the Work by the Contractor. The Contract Documents are comple- mentary, and what is required by one shall be as binding as if required by ail; performance by the Contractor shall be required only to the extent con~tsteru with the Contract Docu- ments and reasonably inferable from them as being necessary to produce the intended results. 1.2.40rgamzadon of the Specifications into divisions, sections and articles, arid arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.2.5 Unless otherwise stated in the Contract Documents, words which Nave weft-known techflical or constroction indits- try meanings ate used in the Contract Documents in accord- ance with such recognized meanings. 1.3 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIRCATIONS AND OTHER DOCUMENTS 1.3.1 Thc Drawings, Specifications and other documents prepared by the Architect are instrurnents of the Architect's service through which the Work to be executed by the Con- tractor is described. The Contractor may cemin one contmct record set. Neither the Contractor nor any Subcontractor, Sub- subcontractor or materi~ or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect, and unless otherwise indicated the Architect shall be deemed the author of them and wdl retain all common law, statutory and other reserved rights, in addition to the copyright. All copies o( them, except the Contractor's record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect, and copies thereof furnished to the Contrac- tor, are for use solely with respect to th~ Project. They are not to be used by the Contractor or any Subcontractor, Sub- subcontractor or material or equipment supplier on other proj- ects or for additions to this Proiect outside the scope of the 6 A201-1987 Work without the specific written consent of the Ow'net and Architect. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are granted a limited license to use and reproduce applicable portions of the Draw- ings, Specifications and other documents prepared by the Architect appropriate to and for use in the execution of their Work under the Contract Documents. All copieS made under this license shall beat the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect. Submittal or distribution to meet official regulatory requirements or for other purposes in con- nection with this Proieo: is not to be construed as publication in derogation of the Architect's copyright or other reserved 1.4.1 Terms capitalized in these General Conditions lilcfude those which are (1) specifically defined. (2) the tit[ns of num- bered articles and identified references to Paragraphs, Subpara- graphs and Clauses in the doo.~nent or (3) the ritie~ of other documents published by the Anlerican Lnstitute of Architects. 1.5 INTERPRETATION 1.5.1 tn the interest of brevity the Contract Documents fre- quenti¥ omit modifythg words such as "all" and "any" and arti- cles such as "the" and "an," but the fao: that a modifier or an artidie is absem from one statement and appeam in another is ARTICLE 2 OWNER 2.1 DEFINITION 2.1.1 The Owner is the person or entity, idenratied as such in the Agreement and ks referred to throughout the Contract Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. 2.1.2 The Owner upon reasonable written request shall furnish to the Contractor in writing information which is necessary, and relevant for thc Contractor to evaluate, give notice of or enforce mechanic's lien rights. SuCh information shall include a correct statement of the record legal ride to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein at the di'ne of execution of the Agreement and, within five days after any Change. information of such change in title, recorded or unrecorded. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 2.2.1 The Owner sha~, at the request of the Contractor, prior to execution of the Agreement and promptly from time to ttrae thereafter, furnish to the Contractor rea~sonable evidence that financi'al arrangements have been made to flgf, Jl the Owner's obligattons under the Contract. [Note: L'nle$$ such reasonable eridence were fitrnished on request pmor to the ~'cecution of the Agreemc~zL the prospectiz,e contractor ~'ozdd not be required to execute tDe Agreement or to comme)tce tbe Work./ 2.2.2 The Owner shall furnish surveys descnbing physical characteristics, legal limitations and udiiry locations for the sire of the Proiect. and a legal description of the sire. 2.2.3 Except a)r permits and fees which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure :md pay for necessary approvals, easements, assess- ments and charges requited for construction, use or occupancy of permanent structures or for permanent changes in e.xisting facilities. 2.2.4 information or services under the Owner's control shall he furrnshed by the Owner with reasonable promptness to avoid delay in orderly progress of the Work. 2.2.5 Unless other'wise provided in the Contract Doo. maents, the Contractor will be furnished, free of charge, such copies of Drawings and Project Manuals as ate reasonably necessary for execution of the Work. 2.2.6 The foregoing are in addition to other duties and respon- sibilines of the Owner enumerated herein and especially those in respect to Article 6 (Construction by Owner or by Separate Contractors), Article 9 (Payments and Completion) and Article I 1 (Insurance and Bonds). 2,3 OWNER'S RIGHT TO STOP THE WORK 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Doc~"nents as required by Paragraph 12.2 or persistently faila to carry' out Work in accordance with the Contract Documents, the Owner, by wdtten order signed personally or by an agent specifically so empowered by the Owner in whting, may order the Contrac- tor to stop the Work. or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty. on the part of the Owner to exercise this dght for the benefit of the Con- tractor or any other person or entity, except to the extent required by Subparagraph 6.1.3. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and ~alis 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 al%r such seven<Lay period give the Contractor a second wntten notice to correct suCh deficiencies w/thin a second seven-day period. If the Contractor within such second seven- day pehod after receipt of such second notice fails to com- mence and continue to correct any deficiencies, the Owner may, without preludice to other remedies the Owner may have, correct such deficiencies, tn such case an appropriate Change Order shall be issued deducting t¥om payments then or thereafter due the Contractor thc cost of correcting such defi- ciencies, including compensation for the Architect's addition-~l servic~ and expense~ made neceasary by such default, neglect or failure. Such action by the Owner and remounts charged to the Cor~tractor ate both subject to prior approval of the Archi- tect. if payments then or thereafter due the Contractor ace not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 3.1 CONTRACTOR DEFINITION 3.1.1 The Contractor is the person or entity identified ~ such in the Agreement and is referred ro throughout the Contract Documents as if singular in number. The term "Contractor" me-.m5 the Contractor or the Contractor's authorized representative. A201-1987 7 3.2 REVIEW OF CONTRAC~ DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR 3.2.1 The Contractor shall carefully study and compare the Contract Documents with eacch other anh with information furnished by the Owner pursuant to Subparagraph 2.2.2 and shaft at once report to the Architect errors, inconsistencies or omissions discovered. The Contractor shall not be liable to the Owner or Architect for damage resulting from errors, inconsis- tencies or omissions in the Contract Documents unless the Contractor recognized such error, inconsistency or omission and knowingly fsi)ed to report it to the Architect. If the Con- tractor performs any construction activity knowing it involves a recognized error, inconsistency or omission in the Contract Documents without such nooce to the Architect, the Contrac- tor shall assume appropriate responsibility for such pertbr- mance and shy bear an appropriate amount of the attributable costs for correction. 3.2.2 The Contractor shall take field measurements and verify, field conditions and shall carefi~y compare such field mea- surements and conditions and other information known to the Contractor with the Contract Documents before commencing activities. Errors, inconsistencies or omissions discovered shall be reported to the Architect at once. 3.2.3 The Contractor shall pertbrm the Work in accordance with the Contract Documents and submittals approved pUle- suant to paragraph 3.12. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1 The Contractor shall supervise and direm the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construc- rrm means, methods, techniques, sequenc~ and procedures and for coordinating'all portions of the Work under the Con- tract, unless Contract Documents g~ve other speciHc instruc- uons concerning these matters, 3.3.2 The Contractor shall be responsible tu the Owner fur acts and omissions of the Contractor's employees. Subcontractors and their agents and empktyees, and other persons pertbrming pordons of the Work under a cuntract with the Contractor. 3,3.3 The Contractor shall not be relieved of obligations to per- form the Work in accordance with ~he Cootract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, ur by tests, inspectiuns or approvals required or perli0rmed by persons other than the Contractur. 3.3.4 The Contractor shall be responsthle.for inspection of por- tions of Work already performed under this Contract to deter- mine that such portions are in proper condition to receive sub- sequent Work. 3.4 tABOR AND MATF. RIAI.$ 3.4.1 Unless otherwise provided in the Conwact Documents, the Contractor shall provide and pay for labor, materials, equip- ment. tools, constructkm equipment and machinery, water, heat, utilities, transportati(m, and other facilities md services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorpo- rated or to I>e incorl:x}rated in the Work. 3.4.2 The Contractor shall enforce strict discipline and gc~d order among the Contractor's empktyees and other persons carrying out the Connact. The Contractor shall not permit employment of unlit persons or persons not skilled in assigned to them. 3.5 WARRANTY 3.S.1 The Contractor warrants to the Owner and Architect that materials and equipment f~rmshed under'the Contract will be of good quality and new unless otherwise required or perm~t- ted by the Contract Documents, that the Work will be free from defects not inherent in the q,.milty required or permitted, and that the Work will conform with the n:quirements of the Contract Documents. Work not conforming to these require- ments, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Architect, the Contractor shall furnish satisfactory, evidence as to the kind and qunlity of materials and equipment. 3.6 TAXES 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Con- tractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 3.7' PS=RMITS, FEES AND NOTICE~ 3.7'.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay ~or the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily seared after execution of the Contract and which are legally required when bids are received or negn- tiations concluded. 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, ntles, regulations and Iawfui orders of public authorities bc'anng on performance of the Work. 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable iaws, statutes, ordinances, building codes, and tulea and regula- tions. However, if the Contractor observes that portions of the Contract Documents are at van:race therewith, the Contractor shall promptly notify the Architect and Owner in writing, and necessary, changes shall he accomplished by appropriate Modification. 3.7.4 if the Contractor performs Work knowing it to he con- trary to laws, statutes, ordinances, building codes, and rules and regulations without such nodce to the Architect and Owner, the Contractor shall assume full responsibility for such Work and shall be-ar the attributable costs. 3.8 ALLOWANCE':; 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. [terns covered by alfuwances shall be supplied tbr such remounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities against which the Coturactt>r makes re'a.sonable t>biecrion. 3.8.2 Unless otherwise provided in the Contract Documents: .1 materm~ and equipment under an allowance shall bc selected promptly by the Owner t<} avoid delay in the Work; .2 allowances shall cover the cost to the Contractor of materials and eqmpment delivered at the site and all required taxes, less applicable trade discountS; 8 A201-1987 .3 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other ex'peases contemplated for stated allowance amounts shall be included in the Contract Sum and the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) tile difference between actual costs and the allowances under Clause 3.8.2.2 and (2) changes in Contractor's costs under Clause 3.8.2.3. 3.9 SUPERINTENDENT 3.9.1 The Contractor shall employ a competent superinten- dent and necessary assistants who shall be in attendance at the Project site durmg performance of the Work. The supermten- dent shall represent the Contractor, and communications given to the supermtendent shall be as binding as if given to the Con- lng. Other communications shall be similarly confirmed on 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 The Contractor. promptly after being awarded the Con- tract, shall prepare and submit for the Owner's and Architect's intbrmatkm a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Doctiments. shall be revised at appropriate intervals as required by the conditions of the Work and Project. shall be related to the entire Project to Ihe extent required by the Con- tract Dt/cuments. and shall provide tbr expeditious and practi- cable execution of the Work. 3.10.2 The Contracrur shall prepare ~nd keep current, for the Architect's approval.'a schedule of submittals which is coordi- schedules. 3.11 DOCUMENTS AND SAMPLES AT THE SITE 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, addeoda, Change Orders and other Modifications, in good order and construction, and in addition appruved Shop Drawings, Prod- uct Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Archi- tect for submittal to the Owner upon completion of the Work. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 3.12.1 Shop Drawings arc drawings, diagrams, schedules and other data specNNliy prepared for thc Work by the Contractor tlr 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 3.12.4 Shop Drawings, Product Data, Samples and similar sub- which submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect is subject to the limitations of Subparagraph 4.2.7. 3.12.$ The Contractor shall review, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reason- able promptness and in such sequence as to cause no deNNy in the Work or in the activities of the Owner or of separate con- tractors. Submittals made by the Contractor which are not required by the Contract Documents may be returned without action. 3.12.9 The Contractor shall perform no portion of the Work requiring submittal and review of Shop Drawmgs, Product Data. Samples or similar submittaJ~ until the respective submit- iai has been approved by the Architect. Such Work shall be in accordance with approved submittals. 3.12.1 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 st). and has checked and cuordinated the infommtion contained within such submittals with the requirements of the Work and of the Contract Documents. 3.12.8 The Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings. Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and the Architect has given written approval to the specific deviation. The Contractor shall not be retieved of responsibility i'br errors tlr omissions id Shop Draw- lags. Product Data. Samples or similar submitt~s by the Archi- feet's approval thereof. 3.1~.g The Comractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. 3.12.10 informational submittals upon which the Architect is not expected to take responsive action may be so identified in the CoNtaCt Documents. 3.12.11 When pro fessional certific-ation o f performance criteria of materials, systems or equipment is required by the CoNtaCt Documents, the Architect shall be entitled to rely upon the accuracy and completeness of such calculatioo~s and certifi- cations. 3.13 USE OF SITE 3.13.1 The Contractor shall confine operations at the site to are',zs permitted by law. ordinances, permits and the Contract Documents a~d shall not unrea.sonably encumber the site with materials or equipment. 3.14 CUTTING AND PATCHING 3.14.1 The Contractor shall be responsible t~r cutting, fitting or patching required to complete the Work or to make its parts fit together properly. 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fially or partially completed construction of the Owner or separate contractors by cutting, patching or other- wise altering such construction, 9r by excavation. The Contrac- tor shall not cut or otherwise alter such construction by the A201-1987 9 not be unreasonably withheld. The Contractor shall not um'ea- sonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. 3.15.1 The Contractor shall keep the premises and surround- ing area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work the Contractor shall remove from and about the Project equipment, machinery and surplus materials. 3.15.2 If the Contractor fails to dean up as provided in the Contract Documeots, the Owner may do so and the cost thereof shall be charged to the Contractor. 3.16 ACCESS 1'O WORK 3.16.1 The Contractor shall provide the Owner and Architect located. 3.17 ROYALTIES AND PATENTS 3.17'.1 The Contractor slaall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of patent rights and shall bold the Owner and Architect han'nless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, proc~s or prod- uct of a particular manufacturer or manufacturers is required by the Contract Documents. However, if the Contractor has rea- son to believe that the required design, process or product is an infringement of a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the 3.18 INDEMNIFICATION 3.15.1 To the f~ilest extent permitted by law, the Contractor shall indemnify and bold harmless the Owner, MchitecL Mchi- tect's consultants, and agents and employees of any of them from and a-gmnst claims, damages, Iossc~ and expenses, includ- ing but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, dam- age, loss or expense is attributable to bodily iniury, sickness, disease or death, or to injury, to or destruction of tangible prop- erty (other than the Work itself) including loss of use resulting anyone directly or indirectly employed by them or anyone for such claim, damage, 10ss or expense is caused in par~ by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise extst as to a party or person described in this Paragraph 3. I8. 3.18.2 In claims against any person or entity indemnified under this Paragraph 3.18 by an employee of die Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for wrinse acts they may be liable, the indemnifica- uon obligation under this Paragraph 3.18 shall not be limited by .'1.18.3 The obligations of the Contractor under this Paragraph 3.18 shall not extend to tine liability of trie Architect, the Archi- tect's consultants, and agents and employees of any of them arising out of (I) the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifica- tions, or (2) the giving of or the failure to give directions or instructions by the Mchitect, the Architect's consdicmts, and agents and employees of any of them provided such giving or failure to give is the primary cause of the injury or damage. ARTICLE 4 ADMINISTRATION OF THE CONTRACT 4.1 ARCHITECT 4.1.1 The Architect is the person lawfully licensed to practice architecture, or an entity iawfifily practicing architecture idea- dried as such in the Agreement and is referred to throughout the Contract Documents as if singxflar in number. The term "Architect" means the Architect or the Architect's authorized representative. 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without wrinen consent of the Owner, Contractor and Architect. Consent shall not be unrea- sonably withheld. 4.1.3 In case of termination of employment of the Architect, the Owner shall appoint an architect against whom the Con- tractor makes no reasonable objection and whose status under the Contract Documents shall be that of the former architect. 4.1.4 Disputes arising under Subparagraphs 4.1.2 and 4.1.3 shall be subject to arbitration. 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT 4.2.1 Thc Architect wi~ provide admimsb-~don of thc Comract =s described in the Contract Documeots, and wiE be thc Owner's representative (1) during construction, (2) unr~ £mal payment is due and (3) with the Owner's concurrence, from time to time during the correction period described in Pm- graph 12.2. The Architect will advise and consult with the Owner. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otheox'ise modified by written instrument in accordance with other provisions of the Contract. 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the completed Work and to determine in general if the Work is being performed in a manner indicat- ing that the Work, when completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check quality or quantity of the Work. On the basis of un- site observations as an architect, the Architect will keep the Owner informed of progress of the Work, and will endeavor to guard the Owner against detects and deficiencies in the Work. 4.2.3 The Architect will not bare control over or charge of and will not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and prngrm-ns in connection with the Work, since these are solely the Contractor's responsibility as provided in paragraph 3.3. The Architect will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Architect will not flare control over or charge of and will not be responsible for acts or omissions of the Con- 10 A201-1987 tractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 4.2.4 Communication~ F~cilti~ffng Contract Adminl~tra- tion, Except as otherwise provided in the Contract Documents or when direct communications have been. specially autho* dzed, the Owner and Contractor shall endeavor to commun/- cate through the Architect, Communications by and with the Architect's consultants shall be through the Architect. Commu- nications by and with Subcontractors and matedal suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. 4.2.5 Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. 4.2,6 The Architect will have authority to reject Work which does not conform to the Contract Documents. Whenever the Architect considers it necessa.,'y or advisable for implementa- tion of the intent of the Contract Documents, the Architect will have authority to require addiUonal inspection or testing of the Work in accordance with Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either ID exercise or not to exercise such authority shall g/ye rise to a duty or responsibility of the Archi- tect to the Contractor, Subcontractors, materia/and equipment suppliers, their agents or employees, or other persons perform- ing portions of the Work. 4.2.7 The Architect will review and approve or tare other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Sanlples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Docu- ments. The Architect's action will be t~en with such reason- able promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other detmLs such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submit- tals shall not relieve the Contractor of the obligations under Paragraphs 3.3, 3,5 and 3.12. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means. methods, techniques, sequer~ces or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 4.2.8 The Architect will prepare Change Orders and Construc- tion Change Directives, and may authorize minor changes in the Work as provided in paragraph 7,4. 4.2.9 The Architect will conduct inspections to determine :he 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 documents ~equired by the Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. 4.2.10 [f the Owner and Architect agree, the Architect wdl pro- vide one or more project representatives to assist iD carrying out the Architect's responsibilities at the site. The duties, responsibilities and l/mitations of authority of such project representatives shall be gs set forth in an exhibit to be incorpo- rated in the Contract Documents. 4.2.11 The Architect will interpret and decide matters concern- lng per/'ormance under and reqdirements of the Contract Documents on written request of either the Owner or Contrac- tor. The Architect's response to such requests will be made with reasonable prompmess and within any time limits agreed upon, If no agreement is made concerning the time within which interpretations required of the Architect shall be f~r- nished in compliance with this Paragraph 4.2, then delay shaft not be recognized on account of failure by the Architect to fDr- Dish such interpretations urufl 15 days after written request is made for them. 4.2.12 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 decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith. 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed th the Contract Documents. 4.3 CLAIMS AND DISPUTES 4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of tight, adjustment or interpre- tation of Contract terms, payment of money,, extension of time or other refief with respect tO the terms of the Contract. The term "Claim" also includes other disputes and matters in ques- tiop between the Owner and Contractor arising out of or relat- ing to the Contract. Claims must be made by wdtten notice. The responsibility to substantiate Claims shall rest with the party making the CIaim. 4.3.2 O~:i~ion of Architm::t Claims, including those alieging an error or omission by the .Architect, shall be referred initially to the Architect for action as provided in Paragraph 4.4. A deci* sion by the .Architect, as provided in Subparagraph 4.4.4, shall be required as a condition precedent to arbitration or litigation of a Claim between the Contractor and Owner as ID all such matters arising prior to the date final payment is due, regardless of (1) whether such matters relate to execulion and progress of the Work or (2) the extent to which the Work has been com- pleted. The decision by the Architect in response to a Claim shall not be a condition precedent to arbitration or litigation ill the event (I) the position of Architect is vacant. (2) the Architect has not received evidence or has failed to render a dedtsion within agreed time limits, (3) the Architect has tailed to take action required under Subparagraph 4.4.4 within 30 days after [he Claim is made, (4) 45 days have passed after the Claim has been retorted to the Architect or (5) the Claim relates ID a mechanic's lien. 4.a.a Time Umit~ on Claims. CIaims by either party must be made within _ 1 da, s 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 made by written notice..~n additiona/ Claim made after the initial Claim has been implemented by Change Order will not be considered unless submitted in a timely manner. Al& 00~JMI~NT A201 · GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION * FOURTEENTH EDITION AIA® · ~ 1987 TH£ AMERICAN INSTITUTE OFARCHITRCTS. 1735 NEW YORKAVENUE, NW., WASHINGTON. D.C. A201-1987 11 4.3.4 Continuing C~.{~act Performance. Pending f'mal reso- lution of a Clama including arbitration, unle~ otherwiae agreed in writing the Contractor shall proceed difigently with perfor- mance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. 4.3.5 Waiver of Claims: Final Payment The making of final payment shall constitute a waiver of Claims by the Owner except those arising from: .1 liens, Claims, security interests or encumbrances ing out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. 4.3.6 Claims for Concealed or Unknown Conditions. If con- ditions are encountered at the site which arc (1) subsurface or otherwise concealed physical condihons which differ materi- ally from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which dif- fer materially from those ordinarily found to e.',dgt and generally recognized ar 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 par~y promptly before conditions are di.~turbed and in no event later than 21 days atler first observance of the conditions. The Mchi- tect will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract ia iustifled, the Architect shall so notii~' the Owner and Contractor in writing, stating the reasons. Claims by either party in opposition to such determination must be made within 2l days aAer the .Architect has g]ven notice of the decision, if the Owner and Commctor cannot agree on an adjustment in the Contract Sum or Contract Time. the adjustment shall be referred to the Architect for initial deter- mination, subiect to further proceedings pursuant to Paragraph 4.3.7 Claims for Additional Cost If thc 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 WorR. Prior notice is not required for Claims relating to an emergency endangering life or property arising under para- graph 10.3. [f the Contractor believes additional cost is involved for reasons including but not limited to (1) a whiten interpretation from the Architect, (2) an order by the O=,'ner ti) stop the Work where the Contractor was not at fault, (3) a writ- ten order for a minor change in the Work issued by the Archi- tect. (4) failure of payment by the Owner, (5) termination of the Contract by the Owner, (6) Owner's suspension or (7) other reasonable grounds, Claim shall be filed in accordance with the procedure e~tablished herein. 4.:t.9 Claims for Additional Time 4.3.8.1 If tbe Contractor wishes ti) make Claim for an increase in the Contract Time, written notice as provided herein shaiI De given. The Contractors Cknm shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. 4.3.8.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time and could not have been re~onably anticipated, and that weather conditions had an adverse effect on the scheduled constructioo. 4.3.9 Injury or Damage to Person or Property. If either party, to the Contract suffers injury or damage to person or property, because of an am or omiasion of the other party, of any of the other party's employe~ or agents, or of others for whose acts such pm'ty ia Iegally liable, written notice of such injury or damage, whether or not insured, shall be given to the other par~-, within a re=.sonable time not exceeding 21 days al~er first observance. The notice shall provide sufficient detail to enable the other party, to investigate the matter. If a CIalto for addi- tional cost or time rented to thia Claim is to be asserted, it shall be filed as provided in Subparagraphs 4.3.7 or 4.3.8. 4.4 RESOLUTION OF CLAJMS AND DISPUTES 4.4.1 The .Architect wi.la review Claims and take one or more of the following preliminary actions within ten days of receipt of a ClaUn: (I) request additional supporting data from the claimant, (2) submit a schedule to the parties indicating when the Archi- tect e.?ects to tare action, {3) reject the CIaLm in whole or in part, stating reo.sons for rejec:ion, (4) recommend approval of the Claim by the other partT or (5) suggest a compromise. The Architect may aBo, but ia not obligated to. notify the surety, if any, of the nature and amount of the clama. 4.4.2 lira Claizn has been resolved, the Architect will prepare or <sbtain appropriate documentation. 4.4.3 If a Claim has not been resolved, the part), making the Claim shall within ten days after the .Architect's preliminary response, take one or more of the following actions: (1) submit additionaJ suppornng data requested by the .Architect, (2) modify the initial Claim or (3) notify the Architect that the initial Claim stands. 4.4.4 [fa Claim h= not been resolved at, er consideration of the foregoing and of further evidence presented by the parties or requested by the Architect, the Architect will noti~:, the pames in wdting that the Architec:'s decision will be made within seven days, which deciaion shall be final and binding on the parties but subject to arbitration. Upon expiration of such time period, the .Architect ~ll render to the parties the Architect's written decision relative to the Claim, including any change in the Contract Sum or Contract Time or both. If there is a surety and there appears to be a possibility of a Contracto(s default, the Architect may, but ts not obligated to, notify the surety and request the suretT's assistance in resolving the ct)ntroversy. 4.5 ARBITRATION 4.5.1 Controvemiea and Claims Subiect to Arbitration. Any controversy or Claim arising out of or re-iated to the Contract, or the breach thereoi:, shall be settled by arbitration in accor- dance ~-ith the Constroction Industry Arbitration Rules of the ~neric=n Arbitration .~.sociatinn. and judgment upon the award rendered by the oxbitrator or acbimators may he entered in any court having junsdicnon thereof, except controversies or Claims relating tu aesthetic effect and except those wmved as provided for in Subparagraph 4,3.5. Such controversies or ClaWns up~)n which the Architect has given notice and rendered a decision as provided in Suhparagraph 4.4.~ shall be subject to arbitration upon written demand of either party. Arbitration may be commenced when -~5 days have passed after a Claim ha~ been referred to the .Architect as provided in Paragraph 4.3 and no decision has been rendered. 12 A201-1987 4.5.2 Rules and Nofine~ for A~itmtlon. Claln~ between the Owner and Contramor not resolved under Pm-2graph 4.4 shall, if subiecr to =bitmtion under Subparagraph 4.5.1, be decided by arbitration in accordance with the Construction industry, Arbitration Rules of the American Arbitration Assoc~tion cur- rently in effect, unless the parties mutually agree otherwise. Notice of demand for ~.rbitration shall be filed in writing with the other parry to the Agreement between the Owner and Con- tractor and with the American Arbitration A.ssociarion, and a copy shall be filed with the Architect. 4.5.3 Contract Performance During Arbitration. During arbi- tration proceedings, the Owner and Contractor shall comply with Subparagraph 4.3.4. 4.5.4 When Art)itmflon Msy Be Demanded. Demand for arbi- tration of any CDJm may not be made untO. the esJ'lier of ti) the date on which the Architect has rendered a final written deci- sion on the Claim, (2) the tenth day after the parties have pre- sented evidence to the Architect or have been given reasonable opportunity to do sol if the Architect has not rendered a f'mal written decision by that date, or (3) any of the five events described in Subparagraph 4.3.2. 4.5.4.1 When a written decision oD. he Architect states that (1) the decision is final but subject to arbitration and (2) a demand for arbitration of a Claim covered by such decision must be made within 30 days after the date on which the party making the demand receives the final written decision, then failure to demand arbitration within said 30 days' period shall result in the Architect's decision becoming final and binding upon the Owner and Contractor. If the Architect renders a decision after arbitration proceedings have been initiated, such decision may be entered as evidence, but shall not supersede arbitration pro- ceedings unless the decision is acceptable to afl parties concerned. 4.5.4.2 A demand for arbitration shall be made within thc time limits specified in Subparagraphs 4.5.1 and 4.5.4 and CIause 4.5.4.~ as applicable, and in other cases within a reasonable time after the Claim has arisen, and in no event shalI it be made after the date when institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations as determined pursuant to Paragraph 13,7, 4.5.5 Limitation on Consolidation or Joinder. No arbitration arising out of or relating u) the Contract Documents shall include, by consolidation or jdinder or in any other manner, the Architect, the Architect's employees or consultants, except by wrnten consent containing specific reference to the Agree- ment 2nd signed by the Architect, Owner. Contractor and any other person or entity sought to be joined. No arbitration shall include, by consolidation or joinder or in any other manner, parties other than the Owner, Contractor, a separate contrac- tor as described in Article 6 and other persons substantially involved in a common question of fact or law whose presence is required if complete reiief ks to be accorded in arbitmtinn. No person or entity other than the Owner, Contractor or a separate contractor as described in Article 6 shall be included as an orig- inal third parry or additional third party to an arbitration whose interest or responsibility is insubstantial. Consent to arbitration involving an additional person or entity shall not consntute consent to arbitration ora dispute not described therein or with a person or entity not named or described therein. The fore- gmng agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement shall be specifically enforceable under appli- cable law in any court having iurisdiction thereof. 4.5.6 Claims and Timely Assertion of Claims. A party who files a notice of demand ilar arbitration must asser~ in the demand all CIaims then known to that party on which arbitra- tion is permitted to be demanded. When a party fails to include a Claim through oversight, inadvertence or excusable neglect, or when a Claim has matured or been acquired subsequently, the arbitrator or arbitrators may permit amendment. 4.5.7' Judgment on Final .&wan:i, The award rendered by the arbitrator or arbitrators shall be final, arid judgment may be entered upon it in accordance with applicable law in any cour~ having jurisdiction thereof. ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throfighout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcon- ttamor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. 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-subcomractor or an authorized representative of the Sub-subconrtactor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as prac- ticable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or enn- ties (including those who are to furnish materials or equipment fabricated to a special design} proposed for each principal por- tion of the Work. The Architect will promptly reply to the Con- tractor in writing stating whether or not the Owner or the Architect, after due investigation, has re~onahle objection to any such proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of ra) reason- able objection. 5.2.2 The Contractor shall not contract with a proposed per- son or entity to whom the Owner or Architect has made rea- sonable and timely obiection. The Contractor shall not be required to contract with anyone m whom the Contractor has made reasonable objection, 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed ~y the Contractor. the Cuntractor shall propose mother to whom the Owner or Architect has no reasonable objection. The Contract Sum shall be mcreased or decreased by the difference in cost occasioned by such change and an appropriate Change Order shall he ~ssued. However, m> increase in the Contract Sum shall be aflowed fur such change unless the Contractor has acted promptly and responsively in submitting names as required. 5.2.4 The Contractor shall not change a Subcontractor. person or entity previously selected if the Owner or Architect makes reasonable objection to such change. WARNING: Unlicensed photocapytng vlotates U.S. copyright lew~ anti Is subiect to legal prosecution. A201-1987 13 5.3 SUBCONTRACTUAL RELATIONS 5.3.1 By appropriate agreement, wdtten where legally, required for validity, the Contl~ctor shall require each Subcontractor, to the extent of the Worl~ to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Docu- ments, and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by these Docu- ments, assumes toward the Owner and Architect. E~ch subcon- tract agreement shall preserve and protect the figlats 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 an 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-sub- contractors. The Contractor shall make available to each pro- posed 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 condi- tions of the proposed subcontract agreement which may be at varmnce with the Contract Documents. 5ubcuntmctors shall similarly mare copies of applicable portions of such docurnenrs available to their respective proposed Sub-subcontractors. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 Each subcontract agreement for a portion of thc Work is assigned by the Contractor to the Owner provided that: .1 assignment is effective only after termination of the Contract by,the Owner for cause pursuant to Pm- graph 14.2 and only, for those subcontract agreements which the Owner accepts by notifying the Subcon- tractor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. 5.4.2 If the Work has been suspended for more than 30 days, the Suhcontractor's compensation shall be equitably adjusted. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 6.1.1 The Owner reserves the right to perform construction or operations related to the Proiect with the Owner's own forces, and to award separate contracts in connection with other por- tions of the Proiect or other construction or operations on the site under Conditions 9f 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 else- where in the Contract Documents. 6.1.2 When separate contracts are awarded for different por- tions of the Project or other construction or operations on the s~te, the .term "Contractor" in the Contract Documents in each case shaft mean the Contractor who executes each separate Owner-Contractor Agreement. 6.1.3 The Owner shall provide for coordination of the activb ties of the Owner's own forces and of each separate contractor with the Wot-l( of the Contractor. who shall cooperate with them. The Contractor shall participate with other separate con- tractOrs and the Owner in reviewing their construction sched- tiles when directed to do so. The Conwactor shall make any revisions to the construction schedule and Contract Sum deemed necessary, after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner undi subsequently revised. 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Proiect with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same dghts which apply, to the Contractor under the Condi- tions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles lO, 11 and 12. 6.2 MUTUAL RESPONSIBILITY 6.2.1 The Contractor sba. Il afford the Owner and separate con- tractors reasonable opportunity, for introduction and storage of their materials and equipment and performance of their activi- ties and shall connect and coordinate the Contractor's con- struction and operations with theirs as required lay the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly, report to the Architect apparent discrepancies or defects in- such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or sepa- rate contractors' completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. 6.2.3 Costs caused by delays or by improperly' timed activities or defective construction shall be borne by the party responsi- ble therefor. 6.2.4 The Contractor sha~l promptly, remedy damage wrong- fully caused by the Contractor to completed or partially com- pleted construction or to property of the Owner or separate contractors as provided in Subparagraph 10,2.5. 6.2.5 Claims and other disputes and matters in question between the Contractor and a separate contractor shall be sub- ject to the provisions of paragraph 4.3 provided the separate contractor has reciprocal obligations. 6.2.6 The Owner and each separate contractor shall have the same £esponsibilines for cutting and patching as are described for the Contractor in Paragraph 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP 6.3.1 If a dispute arises among the Contractor, separate con- tractors and the Owner as to the responsibility under their respective contracts for rnamtalning the premises and surround- ing area free from waste materials and rubbish as described in Paragraph 3.I5, the Owner may clean up and allocate the cost among those responsible a5 the Mchitect determines to be just. 14 A201-1987 ARTICLE 7 CHANGES IN THE WORK 7.1 CHANGES 7.1.1 Changes in thc Work may bc ~ccomplishcd :~cr ~mcu- tion of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. 7.1.3 Changes in the Work shall be performed under appli- cable provisions of the Contract Documents, and the Contrac- tor shall proceed prompdy, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. 7.1.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally con- templated are so changed in a proposed Change Order or Con- strucrion Change Directive that application of such unit prices to quantities of Work proposed will cause substantial inequi~ to the Owner or Contractor, the applicable unit pdces shall be equitably adjusted. 7.2 CHANGE ORDERS 7.2.1 A Change Order is a written instrument prepared by the Architect and signed~ by the Owner. Contractor and Architect, stating their agreement upon all of the following: .1 a change in the Work: .2 the amount of the adjustment in the Contract Sum, if any; and .3 the extent of the adiustment in the Contract Time, if 7.2.2 Methods used in determining adjnstments to the Contract Sum may include those listed in Subparagraph 7.3.3. 7.3 CONSTRUCTION CHANGE DIRECTIVES 7.3.1 A Construction Change Directive is a written order pre- pared by the Architect arid signed by the Owner and Architect, directing a change in the Work and stating a proposed basis for adjustment, if any, in the Contract Sum or Contract Time, or both, The Owner may by Construcfion Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of addi- tions, deletions or other revisions, the Contract Sum and Con- tract Time being adjusted accordingly. 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. ?.3,3 If the Construction Change Directive provines for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to per- mit evaluation; .2 unit prices stated in the Contract Documents or sub- sequently agreed upon; .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percent- age fee: or .4 as provided in Subparag~ph 7.3,6. ?.3.4 Upon receipt of a Construction Change Directive, the Contractor shafi promptly proceed with the change in the Work involved and advise the A~'chitect of the Contractor's agreement or dBagreement with the method, if any, provided in the Construction Change Directive for determining the pro- posed adjustment in the Contract Sum or Contract Time. 7.3.$ A Construction Change Directive signed by the Contrac- tor indicates the agreement of the Contractor therewith, includ- ing adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effec- tive immediately and shall be recorded as a Change Order. 7'.3.8 If the Contractor does not respond promptly or disagrees with the method for adiustment in the Contract Sum. the method and the adjustment shall be determined by the Archi- tect on the b~.sis of reasonable expenditures and savings of those performing the Work attributable to the change, includ- ing, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit. In such case, and also under Clause 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Docurnents, costs for the purposes of this Subparagraph 7.3.6 shall be limited to the following: .1 costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' or workmen's compensation insurance; .2 costs of materials, supplies and equipment, includ- ing 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 MI bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .8 additional costs of supervisinn and field office person- nel directly attributable to the c 'hange. 7.3.7 Pending final determination of cost to the Owner, amounts not in dispute may be included in Applications for Payment. The m'nount of credit to be allowed by the Contrac- tor to the Owner for a deletion or change which results in a net decrease in the Contract Sum sh~ be actual ~aet cost as con- t'a-med by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. 7,3.8 If the Owner and Contractor dc) not agree with the adjustment in Contract Time or the method for determining it. the adjustment or the method shall be referred tu the Architect ~Dr determination. 7.3.9 When the Owner and Contractor agree with the deter- mination made by the Architect concerning the adjvstmerus in the Contract Sum and Contract Time, or otherwise reach agree- ment upon the adjustments, such agreement shall be effective immediately and shall be recorded by preparation and execu- tion of an appropriate Change Order. A201-1987 15 7.4 MINOR CHANGES IN THE WORK 7.4.1 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry' out such written orders promptly. ARTICLE 8 TIME 8.1 DEFINITIONS 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Con- tract Documents for Substantial Completion of the Work. 8.1.2 The date of commencement of the Work is the date established in the Agreement. The date shall not be postponed Dy the fmlure to act of the Contractor or of persons or entitie~ for whom the Contractor is respousible, 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Paragraph 9.8. S.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. 8.2 PROGRESS AND COMPLETION 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Con- tractor confirms that the Contract Time is a reas(mable period t'or performing the Work. 8.2.2 The Contractor shall not knowingly, except by agree- ment or instruction of the Owner in writing, prematurely com- date of insurance required by Article 1 i to be Mmished by the Contractor. The date of commencement of the Work shMl not be changed by the effective date of such insurance. Unless the given by the Owner, the Contractor shall notit3' the Owner in wrinng not less than five days or other agreed period before commencing the Work ti> permit file timely filing of mortgages, mechanic's liens and other security interests. 8.2.3 Thc Contractor shall proceed expeditiously with ade- quate ~brces and shall achieve Substantial Completion within 8.3 DELAYS AND EXTENSIONS OF TIME 8.3.1 If the Contractor is delayed at any time in prugress of the employee of either, or of a :~eparate contractor employed by the Owner, or by changes ordered in the Work. or by Iabor disputes, fire. unusual delay in deliveries, unavoidable casualties ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM 9.1.1 The Contract Sum is stated in the Agreement and, includ- ing authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES 9.2.1 Before the first Application for Payment, the Contractor shall submit to the Architect a schedule of values allocated to various portions of the Work, prepared in such form and sup- ported by such data to substantiate its accuracy, as the Architect may require. This schedule, unless obiected to by the Architect, shall be used as a basis for reviewing the Contractor's Applica- tions for Payment. 9,3 APPLICATIONS FOR PAYMENT 9.3.1 At least ten days before the date established lbr each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment for operations completed in accordance with the schedule of values. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting rerainage if provided for elsewhere in the Contract Documents. ~.$,1.1 Such applications may include requ~ts for payment on account of changes in the Work which have been properly authorized by Construction Change Directives but not yet included in Change Orders. ~.3.1.~ Such applications may not include requests £~r pay- ment of amounts the Contractor does not intend to pay to a Subcontractor or materi;~ supplier because ora dispute or other 9.3.2 Unless otherwise provided in the Contract [X)cuments, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incor- poration in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a k)cation agreed upon in writing. Payment tbr materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactoty' to the Owner to establish the Owner's title re) such materials and equipment or otherwise pn)tect the Owner's interest, and shall include applicable insurance, storage and tr:msportation to the site for such materials and cquipmem stored off the site 16 A201-1987 Owner a Certificate for Paymi:nt, with a copy to the Contrac- tor, for such amount as the Architect determines is properly due, or notify, the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or ~ part as provided in Subparagraph 9.5.1. 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's observations at the site and the data comprising thine Application for Payment, that the Work has progressed to the point indicated and that, to the best of the .~'chitect's know[- edge, information and belief, quality of the Work is in accor- dance with the Contract Documents. The foregoing representa- tions are subiect to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entided to payment in the amount certified. However, the issuance ora Certificate tbr Pay- ment will not be a representation that the Architect has (1) made exhaustwe or continuouS on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures. (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) made examination to ascertain how or for what purpose the Contrac- tor has used money previouSly paid on account of the Contract Sum. 9.5 DEC'IONS TO WITHHOLD CERTIFICATION 9.5.1 Thff fi. cchitect may decide not to certify payment and 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 opinion the representations to the Owner required by Subparagraph 9.4.2 cannot be made. [f the Architect is unable to certify payment in the amount of the Application. the Architect will nntify the Contractor and Owner as provided in Subparagraph 9.4.1. If the Contractor and .~chitect cannot agree on a revised amount, the Architect will prompdy issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Archi- tect may als() decide not to certify payment or, because of subsequently discovered evidence or subsequent observations. may nullify the whole or a part of a Certificate for Payment previonsly issued, to such extent as may be necessary in the Architect's opinion to protect the Owner fix)m loss because of: .1 defective Work not remedied: .2 third party clan'ns filed or rea.sonable evidence indicat- ing probable filing of such claims: .3 failure of the Contractor to m'..~e payments prop- erly to Subcontractors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot be com- pleted fi)r the unpaid b',lance of the Contract Sum: .8 'damage to the Owner or another contractor; .$ reasonah[e evidence that the Work will not be com- pleted within the Contract Time. and that the unpmd balance would not be adequate rd cover actual or liquidated damages for the anticipated delay: or .7 persistent failure to carry out the Work in accordance with the Contract Documents. 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. g.6 PROGRESS PAYMENTS 9.6.1 After the Architect has issued a Certificate for Payment. the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. 9.8.9 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 por- tion 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 similar manner. 9.$.$ The Architect will, on request, furnish to a Subcontrac- tor, if practicable, information regarding percentages of com- pletion or a.mounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of por- tions of the Work done by such Subcontractor. 9.8.4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money' to a Subcontractor except as may other'wise De required by law, 9.8.$ Payment to material suppliers shall be treated in a manner similar to that provided in Subpamgnaphs 9.6.2.9.6.3 and 9.6,4. 9.8.8 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 Do<uments. 9.7 FAILURE OF PAYMENT 9.7.1 If the Architect does not issue a Certificate for Payment. through no fault of the Contractor, within seven days alter 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 cer- tified by the Architect or awarded by arbitration, then the Con- tractor may. upon seven additional days' written notice to the Owner and Architect. stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased By the amount of the Contractor's reasonable costs of shut<town, delay and start~up, which shall be accomplished as provided in .&r~icle 7. 8.8 SUBSTANTIAL COMPLETION 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is suffi- ciently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work ~br its intended use. 9.8.~ When the Contractor considers that the Work. or a por- tion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to he completed or corrected. The Contractor shall proceed promptly to com- plete and correct items on the list. Fmlure to include an item on such list tides not alter the responsibdity of the Contractor to complete all Work in accordance with the Contract Docu- ments. Upon recmpt of the Contractor's list, the Architect will make an inspection to determine whether the Work or desig- A201-1987 17 nated portion thereof is substanually complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not in accordance with the requirements of the Contract Documents, the Contrac- tor shall, before issuance of the Certificate of Subst:mtial Com- pletion, complete or correct such item upon notification by the Architect. The Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion which shall establish the date of Sub- stantiul Completion, shall estab~h responsibilities of the Owner and Contractor for secure'y, rrmintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Con- tract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Comple- tion. The Certificate of Substantial Completion shall he sub- mitted to the Owner and Contractor for their written accep- tance of responsibilities assigned to them in such Certificate. 9.9.$ Upon Substantial Completion of the Wort( or designated portion thereof' and upon appiicanon by the Contractor and certification by the Architect, the Owner shall make payment, reflecting adjustment in retainage, if any, ['or such Work or por- tion thereof as provided in the Contract Docarnents. 9.9 PARTIAL OCCUPANCY OR USE 9.9.1 The Owner may occupy or use any completed or par- trolly completed portion of the Work at any stage when such portion is designated by separate agreement with the Contrac- tor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11.3.11 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in wdting the responsibilities assigned to each of them for payments, retainage if any, secu- rity, maintenance, heat, utilities, damage to the Work and insur- ance, and have agreed in writing concerning the period for cor- rection of the Work and commencement of warranties requu-ed 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 Subparagraph 9.8.2. Consent of the Contractor to partial occu- pancy or use shall not be unressonably withheld. The stage of the progress of the Work shall be determined by written agree- ment between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. 9.9.2 Immediately prior to such pamal occupancy, or use, the Owner, Contractor and Architect shall joindy inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. 9.9.3 Unless otherwise agreed upon, partial occupancy' or use of a portion or portions of the Work shall not constitute accep- tance of Work not complying with the requirements of the Contract Documents. 9.10 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make Such inspection and, when the Architect finds the Work accept- able under the Contract Documents and the Contract fully per- formed, the Architect will promptly i~ue a final Cettificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Docu- ments and that the entire balance found to be due the Contrac- tor and noted in said final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to Fmal payment have been fuLFilled. 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, ~nd 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 satislied, (2) a certificate evidenc- ing that insurance required by the Contract Docmments to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least 30 days' pdor written ootice has been given to the Owner, (3) a wdtten 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, secunty interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcon- tractor refuses to furnish a 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 reie'.:nd to the Owner all money that the Owner may be compelled to pay in discharging such lien. including all costs and reasonable attorneys' fees. 9.10.:3 If, a~er Substantial Completion of the Work, final com- pletion thereof is matetially 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 com- pleted or corrected is tess than retalnage stipulated in the Con- tract Documents, and if bonds have been ftanished, the written consent of surety to payment of the balance due for that por- tion of the Work fully completed and accepted shall be submit- ted by the Contractor to the Architect prior to certification of such payment. Such payment shaft be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims, The making of Final payment shall constitute a walv&r of claims by the Owner as provided in Sub- paragraph 4.3.5. 9.10.4 Acceptance of final payment by the Contractor, a Sub- contractor or material supplier shall constitute a waiver of clareas by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application i~r Payment. Such waivers shall be in addition to the waiver described in Subparagraph 4.3.5. 18 A201-1987 ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 SAFETY PRECAUTIONS AND PROGRAMS 10.1.1 The Contractor shall be responsible for initiating, mare. taming and supervising all safety precautions and programs in connection with due performance of the Contract. 10.1.2 In the event the Contractor encounters on the site material rea$onably believed to be asbestos or polychlodnated biphenyi (PCB) which has not been rendered ha.rmMss, the Contractor shall immediately stop Work in the area affected and report the condition to the Owner and Azchitect in writing. The Work in the affected ~rea shall not thereafter be resumed except by written agreement of the Owner and Comractor if in fact the mareriM is asbestos or polychlodnated biphenyl (PCB) and has not been rendered harmless. The Work in the affected area shall be resumed in the absence of asbestos or pdiychlori- hated hiphenyl (PCB), or when it has been rendered harmless. by written agreement of the Owner and Contractor. or in accordance with f'mal determination by the Architect on which arbitration has not been demanded, or by arbitration under Article 4. 10.1.3 The Contractor shall not be required pursuant to Article 7 to perform without consent any Work relating to asbestos or polychlorinared biphenyl (PCB). 10.1.4 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Architect, Archi- feet's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, includ- ing but not limited to attorneys' fees, arising out of or resulting from performance of'the Work in the affected ares if in fact the material is asbestos or poJychlodnared biphenyl (PCB) and has not been rendered harmless, provided that such claim, damage. loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including loss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Owner, anyone directly or indirectly employed by the Owner or anyone for whose acts the Owner may be liable, regardless of whether or not such claim, 'damage, loss or expense Ls caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise e.'~st as to a party or person described in this Subparagraph 10.1.4. 10.2 SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor 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 m:;rerials ;md equipment to be incorpo- rated therein, whether in storage on or off the site. under care. custody or control of the Contractor or the Contractor's Subcontractors or Sub-subcorurac- trees, shrubs, lawns, walks, pavements, roadways, 10.2.2 Thc 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. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reason- able safeguards for safety, and protection, inducting posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites ;md utilities. '10.~).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 propedy qualified personnel 10.2.$ The Contractor shali promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to propezTy referred to Clauses 10.2. i .2 and 10~2.1,3 caused in whom 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 Clauses 10.2.1.2 and 10.2.I.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 we in addition to the Contractor's obligations under paragraph 3.18. 10.2.8 The Contractor shall designate a responsibM member of the Contractor's orgmmzarion at the site whose duty shall be the prevention of accidents. ThLs person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner ;md Architect. 10.2.7 The Contractor shalI not load or permit any pa~ of the constr~ction or site to be loaded so a.s to endanger its safety. 10.3 EMERG£N¢~E$ 10.3.1 In an emergency affecting safety of persons or property, the Contractor shall act. at the Contractor's discretion, to pre- veru threatened damage, injury or loss, Additional compensa- tion or extension of time claimed by the Contrac:or on account of an emergency shall be determined as provided in Paragraph 4.3 and A~icle 7. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S LiABILiTY INSURANCE 11.1.1 The Contractor shal] purchase from and maintain in a company or companies lawfully authorized to do business Lq the junsdiction in which the Pruiect is located suct~ 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 a~lyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: .1 claims under workers' or workmen's compensation, disabdity benefit and other similaz employee benefit acts w~ch ace applicable to the Work to be performed; WARNING: Unlicensed photocopying viotatea ILS. c~yrlgtlt law~ and ia subie~'t to legal pro~e~:utlon. A201-1987 19 .2 claims for damages because of bodily injury, occupa- tional sickness or disease, or death of the Contractor's employees; ,3 claims for damages because of bodily iniury, sickness or disease, or death of any person other than the Con- tractor's employees; .4, claims for damages insured by usual personal injury liability coverage which are sustained (1) by a person as a result of an offense directly or indireedy related to employment of such person by the Contractor, or (2) by another person; .5 claims for damages, other than to the Work itself, because of injury to or destruction of tangible prop- erty, including loss of LtSe resulting therefrom; .8 claims for damages because of bodily injury, death of a person or property damage arising out of owner- ship, maintenance or use of a motor vehicle; and .? claims involving contractual liability insurance appli- cable to the Contractor's obligations under Pm'agraph 3.I8, 11.1.2 The insurance required by Subparagraph 11. I. 1 shall be written tbr not less than limits of liability specified in the Con- tract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shaiI be maintained without interruption from date of commencement of the Work until date of f'mal payment and termination of any coverage required to be main- tained after fmal payment. 11.1.$ Certificates of in~ursnce acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These Certificates and the insurance polinles required by this Paragraph 11.I shall contam a provision that coverages 'afforded under the policies will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force aRer final payment and are reason- ably avmlabie, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Subparagraph 9,10.2. information conceming reduction of coverage shall be f~rnished by the Contractor with reasonable promptness in accordance with the Contractor's information and belief. 11.2 OWNER'S LIABILITY INSURANCE 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual [lability insurance. Optionally, the Owner may purchase and maintain other insurance for self- protecuon agmnst claims which may arise lmm operations under the Contract. The Contractor shall not be responsible for purchasing and maintaining this optional Owner's liability insurance unless specifically required by the Contract Documents. 11.3 PROPERTY INSURANCE 11.3,1 Unless otherwise provided, the Owner shall purchase and inainta~n, in a company or co=pa=es lawfulIy authorized [o do business in the jurisdictk)n in which the Project is located, property insurance in the amount of the initial Con- tract Sum as well as subsequent modifications there= for the entire Work at the site on a replacement COSt basis without vol- untary deductibles, Such property insurance shall be main- rained, 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 aa provided in Paragraph 9.10 or until no person or entity other than the nv=er has an LnWOZable interest in the proper%- required by this Paragraph 11.3 to be covered, whichever is earlier, This insurance shall include interests of the Owner, the Contractor, Subconnactors and Sub-subcontractors in the Work. 11.3.1.1 Propes'q.' insurance shall be on an all*risk policy, form and shall insure agamst the perils of £a'e and e.xlended coverage and physical Ioss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, false- work, temporary buff(lings and debds removal including demolition occasioned by enforcement of any applicable leg:z[ requirements, and shall cover reasonable compensation for Architect's services and expenses required as a result of such insured loss. Coverage for other perils shall not be required unless otherwise provided in the Contract Documents. 11.3.1.2 [f the Owner does not intend to purchase such prop- erty insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contraraor in wming prior to commencement of the Work. The Contractor may then effect insurance v.'hinh 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 Contrac- tor is damaged by the failure or neglect of the Owner to pur- chase or maintain insurance as described above, without so notifying the Contractor, then the Owner shall bear all reason- able costs properly attributable thereto. 11.a.l.a if the property insurance reqtares mirdmum deducn- hies and such deductibles are identified in the Contract Docu- ments, the Contractor shaft pay costs not covered because of such deductibles. Lf the Owner or insurer increases the required mmirnum deductibles above the amounts so identified or if the Owner elects to purchase this li~q~rance with voluntary deduc- tible amounts, the Owner shall be responsible for payment of the additional costs not covered because of such increased or voluntary deductibles. If deductibles are not identified in the Contrac: Documents, the Owner shall pay costs not covered because of deductibles, 11.3.1.4 Unless otherwise provided in the Contract Docu- ments, rills property insurance s -imfll cover portions of the Work stored off the site 'after v. Tinen approval of the Owner at the value established in the approval, and also portions of the Work in transit. 11.:1.2 Boiler and Machinery Insurance. The Owner shall purchase and ma=rain boiler and machinery insurance required by the Contract Documents or by Nv.,, which shall specifically cover such insured obiects during installauon and until final acceptance by the Owner; this insurance shall include interests of the Owner, Co=factor, Subcontractots and Sub- ~ubcontractots in the ~'ork, alld the Owner and Contractor shall be named in~ured.s. 11.:1.:1 Loss of Use Insurance. The Owner, at the Owner's option, may purch~e and main=in such insurance as will insure the Owner ag'.unst loss of use of the Owner's proper~y due to fire or other hazm'd.,;, however c~nused. Tile Owner waives MI hghts of action agamst the Contractor for lo~ of use of the Owner's property, including consequentml Iosse~ due to 11.'~.4 If the ConLmctor requests in wnting tl'~t insurance for risks other than those described herein or for other speinai haz- ards be included Lrt the property insurance policy, the Owner shall, if possible, include such in.surance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. 20 A201-1987 11,3.$ If during the Project comtmction period the Owner insures properties, resl or personal or both, adjoining or adja- cent to the site by property insurance under poliaes separate from those insuring the Project, or if after final payment prop- erty insurance is to be provided on the completed Proiect through a policy or policies other than those insuring the Proj- ect during the construction period, the Owner shall waive all rights in accordance with the terms of Subparagraph 11.3.7 for damages caused by fire or other perils covered by this separate property insurance, All separate policies shall provide thxs waiver of subrogation by endorsement or otherwise. 11.3.6 Before an exposure to loss may occur, the Owner shall Fie with the Contractbr a copy of eanh policy that includes insurance coverages required by this Paragraph 11.3. Each policy shall contain all generally applicable conditions, defim- tions, exclusions and endorsements related to this Proiect. Each policy shall contain a provision that the policy will not be cancelled or allowed to expire until at least 30 days' prior wht- ten notice has been given to the Contractor. 11.3.7 Waivers of Subrogation. The Owner and Contractor waive all rights against (I) each other and any of their subcon- tractors, sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, separate contractors described in Article 6, if any, and any of their sub- contractors, sub-subcontractors, agents and employees, for damages caused by fire or other perils to the extent covered by property insurance obtained pursuant to this Paragraph I 1.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described jn Article 6, if any, and the subcontrac- tors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required validity, similar waivers each in favor of other parties enum- erated herein. The policies shall provide such waivers of subro- gation by endorsement or otherwise. A waiver of subrogation shall be effective ss to a person or entity even though that per- son or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurmlce premmm directly or indirectly, and whether or not the person or entity had an insurable interest in the properly damaged. 11.3.3 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 inanreds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Subparagraph I 1.3. I0. 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 simiiar manner. 11.3.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured toss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary, The Owner shall deposit in a separate account pro- reeds so received, which the Owner shall distribute in accor- dance with such agreement as the parties in interest may reach, or in accordance with an arbitration award in which case the procedure shall be ss provided in Paragraph 4.5. If a~er such loss no other special agreement is made, replacement of dam- aged property shall be covered by appropriate Change Order. 11.3.10 The Owner as fiduciary shall have power to adjust and setde 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 be made, arbitrators shall be chosen as provided in Paragraph 4, 5. The Owner as fiduciary shall, in that case, make settlement with insurers in accordance with directions of such arbitrators. If distribution of insurance proceeds by arbitration is required, the arbitrators will direct such distribution. 11 .a.11 P:mial occupancy or use in accordance with Paragraph 9.9 shall not commence until the insurance company or com- panies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to pardal occupancy or use that would cause cancellation, lapse or reduction of insurance. 11.4 PERFORMANCE BOND AND PAYMENT BOND 11.4.1 The Owner shali have the right to require the Contrac- tor ro furnish bonds covering faithful performance of the Con- tract and payment of obligations arising thereunder as stipu- lated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obliga- tions arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shaiI permit a copy to be made. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVEPJNG OF WORK 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must. if required in writing by' the Architect. be uncovered for the 3xchitect's observation and be replaced at the Contractor's expense without change in the Contract T~e, 12.1.2 if a portion of the Work h:~s been covered which the Architect has not specifically requested to observe prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. [f such Work is in accordance with the Contract Documents, costs of uncover- ing and replacement sh~l, by appropriate Change Order, be charged to the Owner. If such Work is not in accordance with the Contract Documents, the Contractor shall pay such costs unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. 12.2 CORRECTION OF WORK 12.2.1 The Contractor shall promptly correct Work rejected by the Architect or fading to conform to the requirements of the Contract [X)cuments. whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Contractor shall bear costs of correcting such rejected Work, including additional testing and inspec- tions mad compensation for the Architect's services and expenses made necessary thereby, 12.2.2 If, within one year after the date of Substantial Comple- tion of the Work or designated portion thereof, or after the date A201-1987 21 for commencement of warranties este~lished under Sub- pm'agraph 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found Subsrantml Completion by the pehod of time between Substan- tival Completion and the act'tmi pefforrm~ce of the Work. This obligation under ~ Subpam. graph 12.2.2 shall survive accep- Commct. The Owner shall give such no[ice promptly ;ff~¢r di~- 1'2.2.3 The Contmmor 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. 1'2.'2.4 If the Contractor Pails to correct nonconforming Work within a reasonable trane, the Owner may correct it in accor- dance with Paragraph 2.4. if the Contractor does nut proceed with correction of such nonconforming Work within a reason- able time fixed by whiten notice from the Architect, the Owner may remove it and store the salvable materials or equipment at the Contractor's expense. If the Contractor does not pay costs of such removal and storage within ten days :filer written notice, the Owner may upon ten additional days' written notice sell such materials and equipment at auction or at private sale and shall account for the proceeds thereof, after deducting costs and damages that should have been borne by the Con- tractor, including compensation for the ,~chirect's services and expenses made necessary thereby. If such proceeds of sale do not cover costs which the Contractor should have borne, the Commct Sum shall be reduced by the deficiency. If payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Owner. 1:2.2.8 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 Con- tract Documents. 1:2.2.6 Nothing contained in this Pm-agraph 12.2 shall be con- strued to establish a period of limitation with respect to other obligations which the Contractor might have under the Con- tract Dooaments. Establishment of the time period of one year as described in Subparagraph 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 Con- tractor's obligations other than specifically to correct the Work. 12.3 ACCEPTANCE OF NONCONFORMING WORK 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 cor- rection, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 GOVERNING LAW 13.1.1 The Contract shag be governed by the law of the place where the Project is located. 13.2 SUCCESSOF~ AND ASSIGNS 13.2.1 T~c O'~mer and Cont~ctor respectively bind them- selves, their partners, successors, assigns and legal representa- tives 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 Con- tract Documents. Neither party, to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that par~y shall nevertheless remain legally responsible for all ohligations under the Contract. 13.3 WRITTEN NOTICE 13.3.1 Wdtten notice shall b~ deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mall to the last business address known to the party giving notice. 13.4 RIGHTS AND REMEDIES 13.4.1 Duties and obligations imposed by the Contract Docu- ments and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. 13,4.2 NO action or failure to act By the Owner. Architect or Contractor shall constitute a waiver of a dght or duD' afforded them under the Contract. nor shall such action or thilure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. 13.5 TESTS AND INSPECTIONS 13.5.1 Tests. inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordi- nances, vales, regulations or orders of public authorities having jurisdiction shall he made at an appropriate time. Unless other- wrse provided, the Contractor shall make arrangements for such tests, inspeCtions and approvals with an independent test- ing labotarory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear ail related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspec- tions are to be made so the Architect may obser~'e such proce- dures. The Owner shall bear costs of tests, inspections or approvals which do not become requirements until al'ter bids are received or negotiations concluded. 13.5.2 If the .~'chitect. Owner or public authorities having iurisdictioo determine that portions of the Work require addi- tional tesung, inspection or approval not included under Sub- pmragraph 13.5. I, 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 the .~rchiteCt may observe such procedures. 22 A201-1987 The Owner shall bear such costs except as provided in Sub- paragraph I3.5.3. la.$.a if such procedures for testing, inspection or approval under Subparagraph~ 13.5.1 and 13.5.2 reveal failure of the pordons of the Work to comply with requirements established By the Contract Documents, the Contractor shall bear all cns~ made necessary by such failure includ/ng those of repeated procedures and compensation for the Architect's services and 13.$.4 Required certificates of testing, inspectinn or approval shall unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. 13.5.5 if the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do st) promptly and, where practicable, at the normal place of testing. 13.5.8 Tests or inspections conducted pursuant ro the Con- tract Documents shall be made promptly to avoid unreasonable delay in the Work. 13.6 iNTEREST 13.6.1 Payments due and unpaid under the Contract Docu- ments shall bear interest from the date payment is due at such rate a.s 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. 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOO 13.7.1 ,-~ between the Owner and Contractor: .1 Before Substantial Completion· AS to acts or f~ures to act occurring pdor to the relevant date of Substan- tmJ Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall he deemed to have accrued in any and ail events not later than such date of Substantial Completion: .2 Between Substantial Completion and Final Cellffi- cate for Payment. As to acts or failur~ to act occur- ring subsequent to the relevant date of Substantial Completion and prior to issuance of the tm-al Certifi- cate 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 ail events not later than the date of issuance of the final Certificate for Payment; and .3 After Final Certificate for Payment. A~ to acts or failures to act occurring after the relevant date of issu- ance of the imm Certificate for Payment, any appli- cable statute of limitations shaJI commence to mn and any Mleged cause of action sh'.~ 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 Paragraph 3.5, the date of any correction of the Work or failure to correct the Work by the Contractor under Paragraph 12.2, or the date of actual commission of any other act or ~aflure to perform any duty or obligatinn by the Contractor or Owner, whichever occurs last. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERMINATION BY THE CONTRACTOR 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor, for any of the following reasons: · 1 issuance of an order of a court or other public author- ity having jurisdiction; .2 an act of government, such as a declaration of nadonal emergency, mak/ng material unavailable; .3 because the Architect has not issued a Cctt/ficate for Payment and has not not/fled the Contractor of the reason for withholding certification as provided in Subparagraph 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the t/me stated in the Contract Documents; .4 if repeated suspensions, delays or interraptions by the Owner as described in Paragraph 14.3 constitute in the aggregate more than I00 percent of the total num- ber of days scheduled for completion, or 120 days in any 365-day period, whichever ia leas; or .5 the Owner has failed to f~rmsh to the Contractor prompdy, upon the Contractor's request, reasonable evidence as required by Subparagraph 2.2.1. 14.1.2 If one of the above reasons e.x/$ts, the Contractor may, upon seven additional days' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including re.unable overhead, profit and damages. 14.1.3 If the Work is stopped for a period of 6/) days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has persistently failed to full'ill the Owner's obligations under the Contract L'~)cuments with respect to matters impor- tant to the progress of the Work, the Contractor may, upon seven additional days' wdtren notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Subparagraph 14.1.2. 14.2 TERMINATION BY THE OWNER FOR CAUSE 14.2.1 The Owner may terminate the Contract. if the Contractor: .1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper mater/als: .2 f~s to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractots: .3 persistently disregards laws. ordinances, or rules, reg- ulations or orders of a public authority having iurls- diction; or ,4 otherwise is guilty of substantial breach ()fa provision of the Contract Documents. 14.2.2 When any of the above re',~ons ex/st, the Owner, upon certification by the Arohit¢cr that sufficient cause e.x/.sts to jus- AIA® ' ~ 1987 THE AMERICAN IN$TITUTE OF ARCHITECTS, 1735 NEW YORK AVF. N UR1NW., WAS HINGTON. DC. 200/X~ A201-1987 23 tlfy such action, may without.prejudice to my other rights or remedies or' the Owner md after g~ving the Contractor and the Contractor's surety, if my, seven days' written notice, termi- nate employment of the Contractor md may, subject to any prior rights of the surety: .1 take possession of the site md of all material.s, equip- ment, tools, and consu'uction equipment and mac.qin- ery thereon owned by the Contractor; .2 accept assignment of subcontracts pumuant to Para- graph 5.4; and .~'I ['mish the Work by whatever reasonable method the Owner may deem expedient. 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Subparagraph 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is fmished. 14.2.~. If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, thcluding compensation for the Archi- tect's services and expenses made necessary thereby, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shaft pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be cerufied by the Architect, upon appli- cation, and mis obligation for payment shall survive termina- tion of the Contract. 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE 14.3.1 Thc Owner may, without muse, order thc 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. 14.3.2 An adjustment shall be made for increases in the cost of performance of the Contract, including profit on the increased cost of performance, caused by suspension, delay or interrup- tion. No adjustment shall be made to the extent: .1 that performance is, was or would bare Been so sus- pended, delayed or interrupted by mother cause for which the Contractor is responsible; or ~ that m equitable adjustment is made or denied under another provision of this Contract. 14.3.3 Adiustments made in the cost of performance may have a mutually agreed fixed or percentage fee. 24 A201-1987 SUPPLEMENTARY GENERAL CONDITIONS The following supplements modify, change, delete from or add to the "General Conditions of the Contract for Construction", A.I.A. Document A 201-1987 Edition. Where any Article of the General Conditions is modified or any paragraph, subparagraph or clause thereof is modified or deleted by these supplements, the unaltered provisions of that Article, paragraph, subparagraph, or clause shall remain in effect. ARTICLE 1 through ARTICLE 10 No Change ARTICLE 11 - INSURANCE AND BONDS 11.1 Contractor's Liability Insurance. 11.1.1 In the first line following the "maintain", insert the words, "in a company or companies licensed to do business in the state in which the project is located." 11.1.1 ADD: .7 Liability insurance shall include all major divisions of coverage and be on a comprehensive basis including: (1) (2) (3) (4) (5) (6) Premises - Operations Independent Contractors Protective. Products and Completed Operations. Contractual-including specified provision for the Contractor's obligations under Paragraph 4.18. Owned, non-owned, and hired motor vehicles. Broad form coverage for property damage. 11.1.2 ADD: ... The Contractor shall furnish insurance with the following minimum limits: .1 Workers' Compensation State and Federal: Statutory Employer's Liability $100,000. STATE STREET BULKHEAD REPLACEMENT .2 .3 Comprehensive General Liability (Including Premises ~ Operations; Independent Contractor's Protective; Products and Completed Operations; Broad form Property Damage): Bodily Injury: $1,000,000 Each Occurrence ~ $1,000,000 Aggregate, Products and Completed Operations. Property Damage: $ 250,000 Each Occurrence $ 250,000 Aggregate Products and Completed Operations Insurance shall be maintained for a minimum period of one year after final payment and contractor shall continue to provide evidence of such coverage to the Town on an annual basis during the Aforementioned period. Property Damage Liability Insurance shall include Coverage for the following hazards: C (collapse), U (underground). e. Contractual Liability (Hold Harmless Coverage): Personal Injury, with Employment Exclusion deleted: $1,000,000 Aggregate. Comprehensive Automobile Liability (owned, non-owned, hired): Bodily Injury: $1,000,000 Each Person $1,000,000 Each Accident b. Property Damage: $ 250,000 Each Occurrence ARTICLE 12 through ARTICLE 14 No Changes END OF SECTION STATE STREET BULKHEAD REPLACEMENT H-2 GENERAL RELEASE (To be submitted with requisition for Final Payment) KNOWN ALL MEN BY THESE PRESENTS, that (Contractor) for and in consideration of the sum of lawful money of the United States of America, to it in hand paid by: (Owner/Contracting Agency) Have remised, released, quit-claimed, and forever discharged, and by these presents do for its successors and assigns remise, release, and forever discharge the said (Owner/Contracting Agency) and its successors and assigns and administrators, of and from any and all manner of action and actions, cause and causes of action, suits, debts, dues, sum and sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, patents, extents, executions, claims and demands whatsoever in law and equity, which against the said , and (OwnedContracting Agency) JAMES A. RICHTER, R.A., now have or which heirs, executors, or administrators hereafter can, shall, or may have, for upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the day of the date of these presents rising out of the construction, in accordance with the contract entered into between parties hereto, dated: supplements thereto. ,19 and any admittance or IN WITNESS THEREOF, the undersigned corporation has caused this agreement to be signed by its and its corporate seal to be hereto affixed and duly attested by its __ this day of ,19 __ Attest: Principal: STATE STREET BULKHEAD REPLACEMENT K-1 PREVAILING WAGE RATES ATTACHMENT WAGE DETERMINATION for BULKHEAD REPLACEMENT at STATE STREET - Skipoer's Lane ORIENT NEW YORK 11957 STATE STREET BULKHEAD REPLACEMENT L-1 NON-DISCRIMINATION CLAUSE During the performance of this contract, the contractor agrees as follows: The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin, and will rake affirmative action to insure that they are afforded equal employment opportunities without discrimination because of race, creed, color, or national odgin. Such action shall be taken with reference, but not limited to: recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, rates of pay or other forms of compensation, and selection for training or retraining, including apprenticeship and on-the-job training. The contractor will send to each labor union or representative of workers with which ne has or is bound by a collective bargaining or other agreement or understanding, a notice, to be provided by the Commission of Human Rights, advising such labor union or representative of the Contractor's agreement under clauses "a." through "h." hereinafter called "non-discrimination clauses", and requesting such labor union or representative to agree in wdting, whether in such collective bargaining or other agreement or understanding or otherwise, that such labor union or representative will not discriminate against any member or applicant for membership because of race, creed, color, or national origin, and will rake affirmative action to insure that they are afforded equal membership opportunities without discrimination because of race, creed, color, or national origin. Such action shall be taken with reference, but not be limited to: recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, rates of pay, or other forms of compensation, and selection for training or retraining including apprenticeship and on-the-job training. Such notice shall be given by the Contractor, and such written agreement shall be made by such labor union or representative, prior to the commencement of performances of this contract. If such a labor union or union representative fails or refuses so to agree in writing, the Contractor shall promptly notify the Commission for Human Rights of such failure or refusal. The Contractor will post and keep posted in conspicuous places, available to employee and applicants for employment, notices to be provided by the Commission for Human Rights setting forth the substance of the provision of clauses "a." and "b." and such provisions of the State's Laws against discrimination as the Commission for Human Rights shall determine. The Contractor will state, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, that all qualified applicants w. ill be afforded equal employment opportunities without discrimination because of race, creed, color, or national origin. STATE STREET BULKH~D REP~CEMENT M-1 The Contractor will comply with the prevision of Sections 291-229 of the Executive Law and the Civil Rights Law, will furnish all information and reports deemed necessary by the Commission for Human Rights under these non-discrimination clauses as such sections of the Executive Law and will, permit access to his books, records, and accounts by the Commission for Human Rights, and the Owners representatives / counsel for the purposes of investigation to ascertain compliance with these non-discrimination clauses and such sections of the Executive Law and Civil Rights Law. This Contract may be forthwith canceled, terminated, or suspended in whole or in part, by the contracting agency upon the basis of a finding made by the Commission of Human Rights that the Contractor has not complied with these non-discrimination clauses, and the Contractor may be declared ineligible for future contracts made by or on behalf of the Owner/Contracting Agency until he satisfied the Commission for Human Rights that he has established and is carrying out a program in conformity with the provisions of these non-discrimination clauses. Such finding shall be made by the Commission for Human Rights after conciliation efforts by the Commission have failed to achieve compliance with these non-discrimination clauses and after a verified complaint has been filed with the Commission, notice thereof has been given to the Contractor and an opportunity has been afforded him to be heard publicly before three members on the Commission. Such sanctions may be imposed and remedies otherwise provided by law. If this Contract is canceled or terminated under clause "f.", in addition to other rights of the Owner provided in this contract upon its breach by the Contractor, the Contractor will hold the Owner Harmless against any additional expenses or costs incurred by the Owner in completing the work or in purchasing the services, material equipment, or supplies contemplated by this contract, and the Owner may withhold payments from the contractor in an amount sufficient for this purpose and recourse may be had against the surety on the performance bond if necessary. The Contractor will include the provisions of clauses "a.", through "g." in every subcontract or purchase order in such a manner that such provisions will be binding upon each subcontractor or vendor as to operations to be performed within jurisdictional local ofthe Project being contracted bythe Owner. The Contractor will take such action in enforcing such provisions of such subcontract or purchase as the OwnedContracting Agency may direct, including sanctions or remedies for non- compliance. If the Contractor becomes involved in or is threatened with litigation with a sub-contractor or vendor as a result of such direction by the Contraction Agency/Owner, the Contractor shall promptly so notify the Owner's representatives/ counsel, request him to intervene and protect the interests of the Owner (Contracting Agency's jurisdictional area). STATE STREET BULKHEAD REPLACEMENT M-2 COMPLIANCE WITH THE LABOR LAW AND OTHER DEPARTMENT OF LABOR REGULATIONS STATE REGULATIONS: The Contractor shall comply with the applicable provisions of the "Labor Law" as amended, of the State of New York. This Contract shall be void unless applicable sections of said Labor Law are complied with. Each and every provision of law and clause required by law to be part of this Contract shall be deemed to be included herein and this Contract shall be read and enforced as though it were included herein, and, if through mere mistake or otherwise any such provision is not included, then upon the application of either party hereto, the Contract shall forthwith be physically amended to make such inclusion. Specifically, Section 220-E, of the Labor Law, as so amended, prohibits in contracts, discrimination on account of race, creed, color, or national origin in employment of citizens upon public works. There may be deducted from the amount payable to the Contractor by the Owner under this Contract a penalty of five ($5.00) dollars for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of said paragraph, this Contract may be canceled or terminated by the Owner and all monies due or to become due hereunder may be forfeited. FEDERAL REGULATIONS: 1. CERTIFICATION OF NONSEGREGATED FACILITIES. By the submission of this bid, the bidder, offeror, applicant, or subcontractor certifies that he does not maintain or provide for his employees any segregated facilities at any of his establishments, and that he does not permit his employees to perform their services at any location, under his control, where segregated facilities are maintained. He certifies further that he will not maintain or provide for his employees any segregated facilities at any of his establishments, and that he will not permit his employees to perform their services at any location, under this control, where segregated facilities are maintained. The bidder, offerer, applicant, or subcontractor agrees that a breach of this certification is a violation of the Equal Opportunity clause in his contract. As used in this certification, the term "segregated facilities" means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, time clocks, locker rooms and other storage or dressing areas, parking lots, ddnking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, creed, color, or national origin, because of habit, local custom, or otherwise. He further agrees that (except where he has obtained identical certifications from proposed subcontractors for specific time pedods) he will obtain identical certifications from proposed subcontractors pdor to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity clause; that he will retain such certifications in his files; and that he will forward the following notice to such proposed subcontractors (except where the proposed subcontractors have submitted identical certifications for specific time periods): STATE STREET BULKHEAD REPLACEMENT N-1 "During (1) (2) (3) (4) (5) (6) NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR CERTIFICATIONS OF NON SEGREGATED FACILITIES. A certification of Nonsegregated Facilities must be submitted prior to the award of a subcontract exceeding $ 10,000 which is not exempt from the provisions of the Equal Opportunity clause. The certification may be submitted either for each subcontract or for all subcontracts during a period (i.e., quarterly, semiannually, or annually). NOTE: The penalty for making false statements in offers is prescribed in 18 U.S.C. 1001. the performance of this contract", the Contractor agrees as follows: The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national odgin. The contractor will take affirmative action to ensure that applicants ara employed, and that employees are treated during employment, without regard to their race, creed, color, or national odgin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The contractor will, in ail solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national odgin. The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers representative of the contractor's commitments under Section 202 of Executive Order No. 11245 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, and regulations, and relevant orders of the Secretary of Labor. The contractor will fumish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant therato, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for the purposes of investigation to ascertain compliance with such rules, regulations, and orders. In the event of the contractor's noncompliance with the nondiscdmina~on clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11245 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. STATE STREET BULKHEAD REPLACEMENT N-2 (7) The contractor wilt include the provisions of Paragraphs (1) through (7) in every subcontract or pumhase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vender. The contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States." FEDERAL PROCUREMENT REGULATIONS EQUAL OPPORTUNITY IN EMPLOYMENT 1-12.805.4 ReDorts and Other Reauired Information (a) Requirements for prime contractors and subcontractors. (1) Each agency shall require each pdme contractor and each pdme contractor and subcontractor shall cause its subcontractors to file annually, on or before March 31, complete and accurate reports on Standard Form 100 (EEO-1) promulgated jointly by the Office of Federal Contract Compliance, the Equal Employment Opportunity Commission, and Plans for Progress, or on such form as may hereafter be promulgated in its place, if such pdme contractor or subcontractor (I) is not exempt from the provisions of this Sub-part 1-12.8 in accordance with 1-12.804; (ii) has 50 or more employees; (iii) is a prime contractor or first-tier subcontractor, and (iv) has a contract, sub-contract, or purchase order amounting to $ 50,000 or more, or serves as a depository of Government funds in any amount, or is a financial institution which is an issuing and paying agent for U.S. savings bonds and savings notes: Provided, that any subcontractor below the first tier which performs construction work at the site of construction shall be required, to file such a report if it meets the requirements in subdivisions (t), (ii), and (iv) of this paragraph (a) (1). (2) Each person required by subparagraph (1) of this paragraph to submit reports shall file such a report with the contracting or administering agency within 30 days after the award to him of a contract or subcontract, unless such person has submitted such a report within 12 months preceding the date of the award. Subsequent reports shall be submitted annually in accordance with subparagraph (1) of this paragraph, or at such other intervals as the agency or the Director may require. The agency, with the approval of the Director, may extend the time for filing any report. (3) The Director, the agency, or the applicant, on their own motions, may require a pdme contractor to keep employment or other records and to furnish in the form requested, within reasonable limits, such information as the Director, agency, or the applicant deems necessary for the administration of the Order. (4) The failure to file timely, complete, and accurate reports, as required, constitutes noncompliance with the pdme contractor's or subcontractor's obligations under the Equal Opbortunity clause and is a ground for the imposition by the agency, the Director, an applicant, pdme contractor or subcontractor, of any sanction authorized by the Order and the regulations in this sub-part. Any such failure shall be reported in writing to the Director by the agency as soon as practicable after it occurs. STATE STREET BULKHEAD REPLACEMENT N-3 1-12.805.4 Reports and Other Required Information (b) Requirements for bidders or prospective contractors. (1) (2) (3) Each agency shall require each bidder or prospective prime contractor and proposed subcontractor, where appropriate, to state in the bid or at the outset of negotiations for the contract whether it has participated in any previous contract or subcontract subject to the Equal Opportunity clause; and, if so, whether it has filed with the Joint Reporting Committee, the Director, an agency, or the former President's Committee on Equal Employment Opportunity, all reports due under the applicable filing requirements. The statement shall be in the form of a representation by the bidder or offeror substantially as follows: "The bidder (or offeror) represents that he ( ) has, ( ) has not, participated in a previous contract or subcontract subject to the Equal Opportunity ctause herein, or the clause originally contained in section 301 of Executive Order No. 10925, or the clause contained in section 201 of Executive Order No. 11114; that he ( ) has, ( ) has not, filed all required compliance reports; and that representations indication submission of required compliance reports, signed by proposed subcontractors will be obtained prior to subcontract awards." (The above representation need not be submitted in connection with contracts or subcontracts which are exempt from the clause.) When a bidder or offeror fails to execute the representation, the omission shall be considered a minor informality and the bidder or offeror shall be permitted to satisfy the requirement prior to award. In any case in which a bidder or prospective prime contractor or proposed subcontractor, which participated in a previous contract of subcontract subject to Executive Orders No. 10925, 11114, or 11246, has not filed a report due under the applicable filing requirements, no contract or subcontract shall be awarded, unless such contractor submits a report covedng the delinquent period or such other period specified by the agency or the Director. A bidder or prospective pdme contractor or proposed subcontractor shall be required to submit such information as the agency or the Director requests prior to the award ofthe contract or subcontract. When a determination has been made to award the contract or subcontract to a specific contractor, such contractor shall be required, pdor to award, or after the award, or both, to furnish such other information as the agency, the applicant, or the Director requests. ( c ) Use of reports. Reports filed pursuant to this '1-12.805.4 shall be used only in connection with the administration of the Order, the Civil Rights Act of 1964, or in furtherance of the purposes of the Order and said Act. STATE STREET BULKHEAD REPLACEMENT N-4 d ) Acquisition of Report Forms. Standard Form 100 is available in all GSA supply depots. Copies of the form may be obtained from GSA through the contracting or administering agency. The stock number for the form is as follows: Standard Form No. Stock Number Title 1 O0 7540-926-2049 Equal employment opportunity employer information report. 1-12.805.4 PROCUREMENTSTANDARDS All contracts for construction or repair shall include a prevision for compliance with the Copeland "Anti-Kick Back" Act (18 U.S.C. 874) as supplemented in Department of Labor Regulations (29 CFR, Part 3). This Act provides that each Contractor shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. The Grantee shall report all suspected or reported violations to the Grantor Agency. Where applicable, all Contracts awarded in excess of $ 2,000 for construction contracts and in excess of $ 2,500 for other contracts which involve the employment of mechanics or laborers shall include a provision for compliance with Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor Regulations (29 CFR, Part 5). Under Section 103 of the Act, each Contractor shall be required to compute the wages of every mechanic and laborer on the basis ora standard work day of 8 hours and a standard work week of 40 hours. Work in excess of the standard work day or work week is permissible provided that the worker is compensated at a rate of not less than 1-1/2 times the basic Rate of pay for all hours worked in excess 8 hours in any calendar day or 40 hours in the work week. Section 107 of the act is applicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous, ro dangerous to his health and safety as determined under construction, safety, and health standards promulgated by the Secretary of Labor. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. STATE STREET BULKHEAD REPLACEMENT N-5 Each contract of an amount in excess of $ 2,500 awarded by a Grantee or Subgrantee shall provide that the recipient will comply with applicable regulations and standards of the Cost of Living Council in establishing wages and prices. The provision shall advise the recipient that submission of a Bid or offer or the submittal of an invoice or voucher for property, goods, or services furnished under a contract or agreement with the Grantee shall constitute a certification by him that amounts to be paid do not exceed maximum allowable levels authorized by the Cost of Living Council regulations or standards. Violations shall be reported to the Grantor Agency and the local Internal Revenue Service field office. Contracts and subgrants of amounts in excess of $100,000 shall contain a provision which requires the recipient to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act of 1970. Violations shall be reported to the Grantor Agency and the Regional Office of the Environmental Protection Agency. Contracts shall contain such contractual provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contracts terms, and provide for such sanctions and penalties as may be appropriate. All contracts, amounts for which are in excess of $ 2,500, shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. In all contracts for construction or facitity improvement awarded in excess of $100,000, grantees shall observe the bonding requirements provided in Attachment B to this Circular. All contracts and subgrants in excess of $10,000 shall include provisions for compliance with Executive Order No. 11246, entitled, "Equal Employment Opportunity", as supplemented in Department of Labor Regulations (41 CFR, Part 60). Each contractor or subgrantee shall be required to have an affirmative action plan which declares that it does not discriminate on the basis of race, color, religion, creed, national origin, sex, and age and which specifies goals and target dates to assure the implementation of that plan. The grantee shall establish procedures to assure compliance with this requirement by contractors or subgrantees and to assure that suspected or reported violations ara promptly investigated. STATE STREET BULKH~D REP~CEMENT N-6 COMPLIANCE WITH PROVISIONS OF THE LABOR LAW Pursuant to Article 8 of the Labor Law, the contractor's attention is directed to the following requirements: Section 220.2 which requires a stipulation that no laborer, workman or mechanic in the employ of the contractor, subcontractor or other person doing or contracting to do the whole or a part of the work contemplated by the contract shall be permitted or required to work more than eight hours in any one calendar day or more than five days in any one week except in the emergencies set forth in the Labor Law. Section 220.3 which requires a provision that each laborer, workman or mechanic employed by the contractor, subcontractor or other person about or upon such public work, shall be paid not less than the prevailing rate or wages and shall be provided supplements not less than the prevailing supplements as determined by the fiscal officer. Section 220.3-a also requires that the contractor and every subcontractor on public works contracts shall post in a prominent and accessible place on the site of the work a legible statement of all wage rates and supplements as specified in the contract to be paid or provided, as the case may be, for the various classes of mechanics, workingmen, or laborers employed on the work. Section 220.3-e provides that apprentices will be permitted to work as such only when they are registered, individually, under a bona fide program registered with the New York State Department of Labor. The allowable ratio of apprentices to journeymen in any craft classification shall not be greater than the ratio permitted to the contractor as to his work fome on any job under the registered program. Any employee listed on a payroll at an apprentice wage rate, who is not registered as above, shall be paid the wage rate determined by the New York State Department of Labor for the classification of work he actually performed. The contractor or subcontractor will be required to furnish written evidence of the registration of his program and apprentices as well as of the appropriate rations and wage rates, for the area of construction prior to using any apprentice on the contract work. Section 220-e which requires provisions by which the contractor with the State or municipality agrees: (a) That in the hidng of employees for the performance of work under this contract or any subcontract hereunder, no contractor, subcontractor, nor any person acting on behalf of such contractor or subcontractor, shall by reason of race, creed, color or national origin discriminate against any citizen of the State of New York who is qualified and available to perform the work to which the employment relates; (b) That no contractor, subcontractor, nor any person on his behalf shall, in any manner, discriminate against or intimidate any employee hired for the performance of work under this contract on account of race, creed, color or national odgin. (Your attention is directed to the provisions of the State law against Discrimination which also prohibits discrimination in employment because of age); (C That there may be deducted from the amount payable to the contractor by the State or municipality under this contract a penalty of five dollars for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the contract; STATE STREET BULKH~D REP~CEMENT N-7 (d) That this contract may be canceled or terminated by the State or municipality, and all moneys due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the contract. The aforesaid provisions of Section 220-e which covers every contract for or on behalf of the State or municipality for the manufacture, sale or distribution of materials, equipment or supplies shall be limited to operations performed within the territorial limits of the State of New York. Section 222 which requires that preference in employment shall be given to citizens of the State of New York who have been residents for at least six consecutive months immediately prior to the commencement of their employment; that persons other than citizens of the State of New York may be employed when such citizens are not available; and that if the requirements of Section 222 concerning preference in employment to citizens of the State of New York are not complied with, the contract shall be void. Section 222-a which requires that if in the construction of the public work a harmful dust hazard is created for which appliances or methods for the elimination of harmful dust have been approved by the Board of Standard Appeals, such appliances or methods shall be installed and maintained and effectively operated by the contractor; and that if the provisions of Section 222-a concerning harmful dust hazards are not complied with, the contract shall be void. OTHER REQUIREMENTS Every State contracting agency, including Public authorities, must include in each contract paragraphs (c) through (g) of the Standard State Contract Clauses promulgated by the Governor on September 12, 1963 and amended November 14, 1963. Labor classifications not appearing on the accompanying schedule of wages can be used only with the consent of the department of jurisdiction and then the rate to be paid will be given by the department of jurisdiction after being advised by the New York State Department of Labor. The contractor shall make such provision for disability benefits, workmen's compensation, unemployment insurance, social security and safety code provisions as are required by law. General Regulation No. 1, as issued by the State Commission for Human Rights, requires that each contract contains a stipulation that: "It is hereby agreed by and between the parties hereto that every contractor and subcontractor engaged in the public work described in this contract shall post and maintain at each of his establishments and at all places at which the public work described hereunder is being conducted, the Notice of the State Commission for Human Rights indicating the substantive provisions of the Law Against Discrimination, where complaints may be filed, and other pertinent information. Such Notice shall be posted in easily accessible and well lighted places customarily frequented by employees and applicants for employment." The Notice may be obtained from the department having jurisdiction, or from the office of the State Commission for Human Rights in the respective area. You are requested to refer to the Bureau of Public Work all charges of discrimination in employment including discrimination because of age, race, creed, color or national origin. STATE STREET BULKHEAD REPLACEMENT N-8 SPECIFICATIONS for BULKHEAD REPLACEMENT PART 1 - GENERAL SPECIFICATIONS 1.01 GENERAL CONDITIONS A. The contractor shall supply all labor, materials, equipment and services necessary or required to complete the work. The contractor shall fully familiarize himself with existing site conditions. The locations of all underground utilities shall be verified prior to commencing work. Damage to existing utilities shall be repaired at the contractors expense. The contractor may store his materials and equipment on the work site but the Town of Southold will not be responsible for damage or theft of same. In the event that anything reasonable, necessary or proper for the complete performance of the work to produce a first class finished job, has not been described in these specifications clearly, through oversight or palpable error, the contractor shall, notwithstanding, execute and provide all omitted works and things as if they were severally described, without extra charge and to the satisfaction of the Town's authorized representatives. The contractor shall be responsible for all construction facilities and temporary controls. These items would include all temporary electric, heat, telephone, water and sanitary facilities. Barricades shall be provided around all hazardous areas during construction and shall be maintained and lighted in accordance with all State and Local Code requirements. The contractor may submit substitutions for products specified herein, where such substitutions are allowed. Requests for substitutions shall be submitted with complete data necessary to substantiate compliance with the contract documents. All substitutions shall be approved in writing prior to being ordered, fabricated or incorporated into the work. No claims for additional costs related to substitutions will be allowed. The contractor is specifically advised that he shall be responsible for on-site safety in regard to his area of work and shall indemnify and hold harmless the Town of Southold and the Architect from any and all claims resulting from on-site accidents or safety conditions. STATE STREET BULKHEAD REPLACEMENT Page 1 1.02 The contractor shall be responsible for cleaning all work related debris generated during this project in a timely fashion. All dredge spoil & debris generated at this site shall be deposited by the contractor at the Southold Town Collection Center at NO COST to the contractor. RELATED DOCUMENTS: A. General provisions of the Contract, including General conditions and Supplementary Conditions, apply to work in this section. B. Standard Site Plan and Typical Bulkhead Section drawing attached. 1.03 DESCRIPTION OF WORK: All new construction shall meet the minimum requirements of the Southold Town Trustees and the New York State Dept. Of Environmental Conservation. The work under this section shall consist of furnishing all labor, material, equipment and appliances necessary or required to perform and complete all work including but not limited to the following: A). Excavation of existing Bulkhead and Rip-Rap. 1. All existing bulkheads shall be removed where required to accommodate new construction. All demolition work shall be in such a manner as to limit the amount of damage to the existing pavement. Any unnecessary damage to the existing pavement surface shall be replaced by the contractor at no additional cost. Existing Concrete Rip-Rap shall remain in place. The contractor shall move or relocate the existing Rip-Rap as required to accommodate the new construction. Upon completion, the Rip-Rap is'to be replaced such that it protects the end of the Bulkhead and the shoulder of the road from erosion. Existing Guard Rail shall be removed dudng construction and salvaged for re-installed by the contractor at the completion of the project. B). Installation of new Bulkhead. Provide new Bulkhead as shown on the site plan. All new construction shall meet or exceed the items indicated on the typical bulkhead section. STATE STREET BULKHEAD REPLACEMENT Page 2 c). D). The new bulkhead shall be securely connected to the adjacent bulkhead on the east side of the new construction. Provide 6" x 6" x 4'-0" Long treated wood butt blocks with four (4) - 3/4" diameter galvanized through bolts at each whaler connection. Installation of new filter fabric. Provide new Poly "X" Filter Fabric over all new bulkhead sections. Fabric shall be continuous and extend from top of bulkhead to a minimum of two (2') feet below the existing mud line. All splices shall have a minimum overlap cf two (2') feet. Removal of Debris.. All debds and dredge spoil generated from the proposed construction shall be removed by the contractor and deposited at the Southold Town Collection Center. There will be no charge for material deposited at the town facility. 1.04 STANDARDS: A. All new construction shall comply with the following reference standards: 1). American Society of Civil Engineering Standard Practices. 1.05 CONTRACTOR QUALIFICATIONS: A. Contractor, upon request, must show evidence of the following qualifications: 1). A minimum of five (5) years continuous experience in bulkhead construction. 1.06 QUALITY ASSURANCE: The contractor shall be responsible for verifying all existing conditions and limitations. The extent of clearing and the amount of required excavation shall be verified by the contractor pdor to submitting his bid. The contractor shall be responsible for fully investigation the existing site conditions and shall be responsible for verifying all dimensions and quantities. STATE STREET BULKHEAD REPLACEMENT Page 3 1.07 DELIVERY STORAGE AND HANDLING: Delivery, storage and handling of equipment and bulkhead materials shall be in accordance with industry standards. 1.08 JOB CONDITIONS: 1.09 The road end shall be closed to the general public during the course of construction. The contractor shall be responsible for providing all necessary barricades and fencing to ensure public safety. B. Excavation and stockpiling of backfill material: All stockpiling of excavation material shall be in an approved location immediately adjacent to the construction area. All stockpiles shall be protected with a continuous barrier of silt screen and hay bails to prevent silt from entering tidal waters. 2). The backfilling of the new bulkhead will not be permitted in freezing weather. PERMITS: The Town of Southold has obtained construction permits from the New York State Department of Environmental Conservation. END OF SPECIFICATIONS STATE STREET BULKHEAD REPLACEMENT Page 4 INVITATION TO BIDDERS: BULKHEAD REPLACEMENT AT STATE STREET "Skippers Lane" ORIENT HARBOR STATE STREET ROAD END ORIENT, NEW YORK 11957 JANUARY 13, 1997 E"G~ ~)EPA~E.T ~ PECONIC~ N.Y. ,-/ THF AMERICAN INSTITUTE OF ARCHITECTS AIA OOc'Jment~ A370 Bid Bond KNOW ALL MEN BY THESE PRESEfqT$~ r~a:we Costello Marine Contracting Corp. 423 Fifth Street, Greenport. N.Y. 11944 ~.--~~.~,~-~.~4.~.~o~:,~. Colonial Surety Company ' ~.~ ~e~ ~1 ~ ~ ~1 ~ I~l eiil* ~ ~J ~0 Che~tnu~ Ridge Roa~ on~vaAe, mew Jersey u7645 To~ 0f Southold ;~e ;~.~ ~. ~ ~ ~.~ ~, ~ ..~ ~ ~ Main Road, Southold, Nyl1971 ~ ~;~, h~r~ma~ ca~l~ d~ O0~$~. ~n ~b~ sum o~ 5% of amount bid ................ !Of the payment Of which sum weJl and rr. lv to be made, t~e said Pfincipai ~ ~e ~id $~re~ b;nd out'yes, out hei~, ~ecutors. administrators, ~ucc~rs ~nd a~Si~, jOi~dy and ~raily~ .~,.iy by · ~e preens. ' WIIEREA5, ~l~ PH.opai h~ submitted a bid for Bulkhead replacement at S Cate SEreet ~.~*~ ~ ~. ~ ~ ~,,e.~ ~ ~,~ Orient, New York 11954 w~ ~r ~i~ ~ p~O~ ~¢ '~rk CO~r~ by ~a~ bid, ~en ~is ~li~fi~ ~l ~ ~tl and ~, and se~le~ ~is 6th day o~ May ~997 Kathy O~fsky~w~'s~) Bond Administrator Costello Marine Contracting Corp. .Colonial Surety Company .... (To be complctcd by Each Biddo;) proposal !s accepted and the undersigned is awarded the Contract the undersigned effer~ as surety for faithful performance, bond and/or bonds m~tedal men. r, he follcwin9 surety: Colonial Surety Company SURETY COMPANY CERTIFICATE OF SURF_ ~-Y ;~; t~ ~i~;ned ;y a duiy authorized o~ciai, acjent or attorney of the Surety Company. In the ew,L 1.1 at. ,5~e above Proposal is accepted and the contract for the work ia awardcd tO said Cos.tello Marine Contractln_~ '.h~ Cn]nn~m] R,,r~ty Cnm?~y _ Corp. (RiddeCs Name\, (Surety Company) will executc the Surety Bonds as ~.erein-before provided. ~)al~e: _Mmy A:lqq7 iMPORTANT: Signed: Sherryanne DePirro, Attorney In Fact THIS PAGE MUST gF~ FIIi FF) C)iJT WHEN CERTIFIED CHECK IS SUBMI]-r~D IN LIEU OF BID BOND, OR BID MAY BE REJECTED. STATE STREET BULKHEAD REPLACEMENT G-1 ~uLUNIAL SURETY COMPANY Administra~Office: Harrisburg, Pennsylvania 50 Chestnut Ridge Road, Montvale, ~ 07645 F~rm ~-100-101 (Rev. State of New Jersey County of Bergen On this 6th day of May , in the year 1997, before me Jacqueline Moraites, a Notary Public, personally appeared Sherryanne DePirro, personally known to me to be the person who executed the within instrument as Attorney-in-Fact, on behalf of Colonial Surety Company therein named and acknowledged to me that the corporation executed it. Jacqueline Moraites A No.fy Pubfic of New Jersey My Commlnsiou F.x'pizes September 8, 2000  Nom~Public in and for the County of Bergen State of New Jersey COLONIAL SURETY COMPANY Harrisburg, Pennsylvania - Inc. 1930 - FINANCIAL STATEMENT--DECEMBER 31, 1996 ASSETS LIABILITIES & SURPLUS *Stocks and Bonds .................... $ 2,668,027 Cash in Office & Banks .................. 1,001,933 Accrued Interest & Dividends ............. 41,007 Premiums & Agents Balances Receivable .... 489,392 Other Assets ......................... 1,551,692 Total Admitted Assets .............. 5,752,051 Resale for Unearned Premiums .............. $ 803,530 Claim Reserves .......................... 773,000 Other Reserves .......................... 49,513 Collateral Held ........................... 1,386,8~8 Capital Stock ............................ 1,000,000 Surplus ................................ 1,739,150 Total Liabilities & Surplus ............... 5,752,05t STATE OF NEW JERSEY COUNTY OF BERGEN SS.: I, Wayne Nunziata, President of COLONIAL SURETY COMPANY, do hereby certify that the foregoing is a full, true and correct copy of the Financial Statement of said Company, as of December 31,1996. IN WITNESS WHEREOF, I have signed this statement at Montvale, New Jersey, this 31st day of January, 1997. Jacqueline Berthelsen A Notary Public of New Jersey Wayne Nunziata President / Pub,,c INVITATION TO BID PROJECT: BULKHEAD REPLACEMENT- STATE STREET (Skipper's Lane) ORIENT, NEW YORK 11957 The Town Board of the Town of Southold will receive bids for furnishing all of the labor, materials and equipment as requireded for the construction of the Bulkhead Replacement at the road end of State Street, in accordance with the Plans and Specifications prepared by James A. Richter, R.A., Southold Town Engineering Department, Peconic Lane, Peconic, New York. Bids will be received at the office of the Southold Town Clerk, Southold Town Hall, 53095 Main Road, Southold, New York 11971, until 10:00 AM, Thursday, May 8 , 1997. All specifications are provided herein: drawings to be attached. A fee often dollars ($10.00), cash or check, made payable to the Town of Southold will be required for one (1) copy of the Contract Documents. There are no refunds. This invitation to bid is not an offer and shall in no way bind the Town of Southold to award a contract for performance of the project. Should the Town of Southold decide to award a contract, it shall be awarded to the lowest responsible bidder. The Town of Southold reserves the right to waive any informalities, and to reject any or all bids, and to retain bids for 45 days from the date of receipt. The CONTRACTOR SHALL NOT withdraw his bid during this period. Bid Security in the form of a certified check or Bid Bond in the amount of 5% of the Base Bid will be required of each bidder. Please advise if you intend to bid or not. Dated: April 15,1997 BY ORDER OF THE SOUTHOLD TOWN BOARD By: Judith T. Terry Southold Town Clerk STATE STREET BULKHEAD REPLACEMENT A-1 INSTRUCTIONS TO BIDDERS A. PROPOSALS Proposals must be made in strict accordance with the "Proposal Form" provided. The bidders shall write in ink, both in words & numerals, the price for which he proposed: to furnish all materials, plant, equipment, tools, shoring or bracing, scaffolds, or other facilities, & to perform all labor and services necessary for the proper completion of the work in strict accordance with the plans and specifications, and subject at all times to the approval of the Architect. Each proposal must be signed in writing with the full name and address of bidder. Proposals shall be addressed as indicated on Invitation for Bids and shall be delivered enclosed in an opaque sealed envelope marked "Proposal" bearing title of work, and Bidders Name. No proposal shall be considered which has not been received by the Southold Town Clerk prior to the hour and date stated. B. PROPOSAL GUARANTY A proposal will not be accepted or considered unless accompanied by a guaranty in the form of a bid bond or certified check in the amount of 5% of the total bid, payable to the Town of Southold. As soon as the proposal prices have been compared, the Owner shall return the bidder's bond or the certified checks accompanying such proposals as, in his judgement, would not likely be involved in making the award. All other proposal quantities will be held until the contract and contract bond have been executed after which they will be released or returned to the respective bidders whose proposals they accompanied. C. OMISSIONS AND DISCREPANCIES Bidders should carefully examine the drawings and specifications, visit the site of work, and fully inform themselves of all conditions and matters which can in any way affect the work or the cost thereof. Should a bidder find discrepancies in or omissions from the drawings, specifications, or other documents or should he be in doubt as to their meaning, he should at once notify the Architect who may issue a written instruction to all bidders. STATE STREET BULKH~D REP~CEMENT B-1 D. PUBLIC OPENING OF PROPOSALS Proposals will be opened and read publicly at the time and place indicated in the Invitation for Bids. Bidders, there authorized agents, and other interested parties are invited to be present. E. AWARD OF CONTRACT Award of contract will be made as soon as practical, a contract may be awarded to a responsible bidder other than the lowest money bidder, if it is in the best interest of the Town. No bid may be withdrawn after scheduled closing time for receipt of bids for a period of 45 days pending execution of a contract by successful bidder. The competency and responsibility of the bidder and his sub-contractors will be considered in making the award. The Town reserves the right to waive any technical error, to accept any bid, or to reject any or all bids. The contract form will be the current edition of AIA Document A101 "Standard form of Agreement between Owner and Contractor (Stipulated Sum)". The Town will either award the project or reject all proposals received within forty-five (45) days after the formal opening of proposals. The acceptance of a proposal will be a notice in writing signed by the Town Clerk and no other act shall constitute the acceptance of a proposal. F. WITHDRAWALS OF PROPOSALS Any bidder upon his or her authorized representative's written request presented not later than the hour set for the opening thereof, will be given permission to withdraw his proposal. At the time of opening the proposals, when such proposals are reached, it will be returned to him unread. G. REJECTION OF PROPOSALS The Town reserves the right to waive any technical error and to reject any and/or all proposals. Without limiting the generality of the foregoing, any proposal which in incomplete, obscure, or irregular may be rejected; any proposal accompanied by an insufficient or irregular certified check or bidder's bond bay be rejected, any proposal having interlineation, erasure or corrections may be rejected. H. PLANT & EQUIPMENT The bidder shall state in his bid that be has available or under his control, plant and equipment of the character and in the amount required to complete the proposed work within the specific time. STATE STREET BULKHEAD REPLACEMENT B-2 I. TIME FOR EXECUTION OF CONTRACT Any bidder whose proposal shall be accepted will be required to appear before the Town in person; or if a firm or corporation, a duly authorized representative shall so appear, and execute six (6) copies of the Contract and furnish satisfactory Performance and Payment Bond within ten (10) days after notice that the Contract has been awarded to him. Failure to execute Contract shall constitute a breach of the agreement effected by the acceptance of the Proposal. The damages to the Town for such breach will include loss from interference with his construction program and other items, the accurate amount of which it will be difficult or impossible to compute. The amount of the certified check or bidder's bond accompanying the Proposal of such bidder shall be retained by the Town, not as a penalty, but as liquidated damages for such breach. In the event any bidder whose proposal shall be accepted shall fail or refuse to execute the Contract as herein before provided, the Town may, at there option, determine that such bidder has abandoned the Contract, and thereupon, his proposal and acceptance thereof shall be null and void, and the Town shall be entitled to liquidated damages as above provided. J. TIME LIMIT TO COMMENCE AND COMPLETE WORK The contractor shall commence work within fifteen (15) calendar days after the date stipulated in the notice to proceed which was given to him by the Town of Southold and shall complete the work within the calendar day limit as set forth by him in his Proposal, but not more than sixty (60) working days. STATE STREET BULKHEAD REPLACEMENT B-3 INDEX TO SPECIFICATIONS BIDDING REQUIREMENTS Invitation to Bid Instructions to Bidders Index to Drawings Proposal Form Statement of Non-Collusion N.Y.S. Affirmative Action Certification AIA Bid Bond Offer of Surety A- 1 through A- 1 B - 1 through B - 3 C- 1 through C- 1 D - 1 through D - 2 E- 1 through E- 1 F-lthrough F-1 AIA Document # A310 G - 1 through G - 1 GENERAL CONDITIONS AIA General Conditions Supplementary General Conditions General Release Prevailing Wage Rates Non-Discrimination Clause Compliance with the Labor Law & Other Dept. of Labor Regulations AIA Document # A201 H - 1 through H-2 K - 1 through K- 1 L - 1 through L o ???? M - 1 through M - 2 N - 1 through N -8 SPECIFICATIONS Building Specifications Page 1 through Page 4 DRAWINGS Site Plan and Bulkhead Section Sheet#: 1of1 STATE STREET BULKHEAD REP~CEMENT C-1 PROPOSAL FORM DATE: NAME OF BIDDER: TO: SOUTHOLD TOWN BOARD TOWN HALL - 53095 MAIN ROAD SOUTHOLD, NEWYORK 11971 MEMBERS OFTHEBOARD: The undersigned as bidder, declares that the only persons, company, or parties interested in this proposal as principals are named below; that this proposal is made without any connection, directly or indirectly with any other bidder for the same work; that it is in all respects fair and without collusion or fraud, and that no person acting for or employed by the aforementioned owner is or will be interested directly or indirectly, in the performance of the contract, or the supplies relating to it, or in any portion of the profit thereof; that he has carefully examined the contract documents dated: January 13, '1997', including bidding requirements, contract, general and special conditions, specifications, contract drawings, and addenda, if any (Note: acknowledgement of addenda and their dates must be included as indicated on bottoM page); that he has satisfied himself by personal examination of the proposed work, and by such other means as he may have chosen, as to the conditions and requirements of the work; and he proposed and agrees that if his proposal be accepted he will contract to furnish all materials not provided by the Town (See Specifications) and to perform all the work required to construct, perform and complete the work at: BULKHEAD REPLACEMENT - STATE STREET (SkippeFs Lane) ORIENT, NEW YORK 11957 and all other work in connection therewith, in accordance with the contract documents and addenda, if any, prepared by James A. Richter, R.A., Southold Town Engineering Department, Peconic Lane, Peconic, New York 11958, and shall comply with all the stipulations contained therein and that he will start the work as directed by the Town, he will accept, in full payment thereof as listed below: STATE STREET BULKHEAD REPLACEMENT D-1 BULKHEAD REPLACEMENT AT THE STATE STREET ROAD END IN ORIENT. THE SIZE OF THE BULKHEAD SHALL BE AS INDICATED ON THE PLANS AND IN THE SPECIFICATIONS. THE CONTRACTOR SHALL PROVIDE ALL LABOR & MATERIALS NECESSARY TO CONSTRUCT THE BULKHEAD IN ACCORDANCE WITH THE CONTRACT SPECIFICATIONS. THE ABOVE REFERENCED ACTIVITIES WILL BE COMPLETED FOR THE STIPULATED "LUMP SUM" OF: (written in wdrds) (written in numbers) And he further agrees that if this proposal shall be accepted by the Town and that if he shall refuse, fail or neglect to enter into a Contract pursuant to such proposal and to the requirements of the Town and shall fail to give the required security within the ten (10) days after notice of the acceptance of said proposal, shall have been deposited in the mail addressed to him at the address given in the proposal, that he shall be considered to have abandoned the contract and the sum represented by the certified check accompanying this proposal shall be forfeited to the Town as Liquidated damages; otherwise the certified check shall be returned to the bidder within forty-five (45) days after the date of receiving the bids. We the undersigned, further agree that this proposal is a formal bid and shall remain in effect for a period of forty-five (45) days, the Town will accept or reject this proposal or by mutual agreement may extend this time period. Signature of Bidder: Business Address: Telephone Number: Date: ~/(~/~'7 STATE STREET BULKHEAD REPLACEMENT D-2 STATEMENT OF NON-COLLUSION (To be completed by each Bidder) In accordance with Section 103-d General Municipal Law, effective September 1, 1966, every bid or proposal hereafter made to a political subdivision of the State of any public department, agency, or official thereof or to a fore distdct or any agency or official thereof for work or services per~ormed or to be performed or goods sold or to be sold, shall contain the following statement subscribed to by the bidder and affirmed by such bidder as true under the penalties of perjury; non-collusive bidding certification. A. By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of knowledge and belief: (1) The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prfces with any other bidder or any competitor. (2) Unless otherwise required by law, the pdces which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to opening, directly or indirectly, to any other bidder or to any competitor. (3) No attempt has been made or will be made by the bidder to induce any other person, partnership, or corporation to submit or not to submit a bid for the purpose of restricting competition. B. The person signing this bid or proposal certifies that he has fully informed himself regarding the accuracy of the statements contained in this certification, and under the statements contained in this certification, and under the penalties of perjury, affirms the truth thereof, such penalties being applicable to the bidder, as well as the person signing in its behalf. C. That attached hereto (if a corporate bidder) is a certified copy of resolution authorizing the execution of this certificate by the signature of this bid or proposal on behalf of the corporate bidder. RESOLUTION Resolved that ~'O~lrl ,~-. ('o<5'f'~/JO! (o$-/"'~/JO /~)~L,f'jl'l~. OD'~TuY-A~-~/~ be (Name of Corporation) authorized to sign and submit the bid or proposal of this corporation for the following Project: BULKHEAD REPLACEMENT - STATE STREET (Skipper's Lane) ORIENT, NEWYORK 11957 and to include in such bid or proposal the certificate as to non-collusion required by section one-hundred~three-d (103-d) of the General Municipal Law as the act and deed of such corporation, and for any inaccuracies or mis- statements in such certificate this corporate bidder shall be liable under the penalties of perjury. The foregoing is true and correct copy of the resolution adopted by corporation at a meeting of the Board of Directors, held on the (SEAL OF THE CORPORATION) Laws of New York, 1965 Ch, 751, Sec. t03-d, as amended effective September !, 1965 day of /~ ,19 '~ 7 ~ (Signature) STATE STREET BULKHEAD REPLACEMENT E-1 NEW YORK STATE AFFIRMATIVE ACTION CERTIFICATION {TO BE COMPLETED BY EACH BIDDER) Bidder's Certifications: A bidder will not be eligible for award of a contract under this Invitation for Bids unless such bidder has submitted as a part of its bid the following certification, which wilt be deemed a part of the resulting contract: BIDDER'S CERTIFICATION Certifies that: (Bidder) 1. it intends to use the following listed construction trades in the work under the contract: -- /~/o ~ ,-/= C.~,,v-r-,~z.,-~-r'c:~,~.~ -- % ~"Q~.?,...~-..~"~- ¢,~,,~,~,~-o,~_.~ ~ /-¢~,Go,.~_,,~..,?-~ ' and, as to those trades set forth in the preceding paragraph one hereof for which it is eligible under Part 1 of these Bid Conditions for participation in the Nassau-Suffolk County Plan it will comply with the said County area within the scope of coverage of that Plan, those trades being: ; and/or, as to those trades for which it is required by these Bid Conditions to comply with Part II of these Bid Conditions, it adopts the minimum minority man- power utilization goals and the specific affirmative action steps contained in said Part II, for all construction work (both state and non-state) in the afore- mentioned area subject to these Bid Conditions, these trades being: .; and, it will obtain from each of its subcontractors and submit to the contracting or administering agency prior to the award of any subcontractor under this contract the subcontractor certification required by these Bid Conditions. (Signature of Authorized Representative of Bidder) STATE STREET BULKHEAD REPLACEMENT F-1 THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document A310 Bid Bond KNOW ALL MEN BY THESE PRESENTS, that we as Principal, hereinafter called the Principal, and {Here inse~t full name and address or legal title a corporation duly organized under the laws of the State of as Surety, hereinafter called the Surety, are held and firmly bound unto as Obligee, hereinafter called the Obligee, in the sum of Dollars ($ ), for the payment of which sum well and truly to be made, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has submitted a bid for HOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the Principal shall enter into a Contract with the Obligee in accordance with the terms of such bid, and siva such bond or bonds as may be specified in the bidding or Contract Documents with good and sufficient surely for the faithful performance of such Contract and for the prompt payment of labor and material furnished in the prosecution thereof, or in the ~vent of the failure of the Principal to enter such Contract and give such bond or bonds, if the Principal shall pay to the Oblig~e the difference not to exceed the penalty hereof between the amount specified in ~aid bid and such larger amount for which the Obligee may in good faith contract with another patty to perform the Work covered by said bid, then this obligation shall be null and void, otherwise to remain in full force and effect. Signed and sealed this day of 19 (Witness) (Principal) (Title) (Surely) (Seal) (Title) (Witness) AIA DOCUMENT A310 · SlD BOND · AIA ~ · FEBRUARY 1970 ED · THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N.Y. AVE., N.W., WASHINGTON, D. C. 20C~6 I OFFER OF SURETY (To be completed by Each Bidder) In the event the above proposal is accepted and the undersigned is awarded the Contract for the work, the undersigned offers as surety for faithful performance, bond and/or bonds to protect labor and material men, the following surety: SURETY COMPANY Signed: (Bidder) CERTIFICATE OF SURETY to be signed by a duly authorized official, agent or attorney of the Surety Company. In the event that the above Proposal is accepted and the contract for the work is awarded to said the (Bidder's Name) (Surety Company) will execute the Surety Bonds as herein-before provided. Signed: Authorized Official, Agent or Attorney Date: IMPORTANT: THIS PAGE MUST BE FILLED OUT WHEN CERTIFIED CHECK IS SUBMI-I-I'ED IN LIEU OF BID BOND, OR BID MAY BE REJECTED. STATE STREET BULKH~D REP~CEMENT G-1 ,H E' A M R R I 5 a N I N S T I T U T E 0 F ARCHITECTS AIA Document A201 General Conditions of the Contract for Construction THIS DOC65!.lE, VT HAS IMPORTA,VT' LEGAL CONSEQUENCES; CONSCLTATION WITH AN ATTORNEY IS E. VCOUF,,AGED tr/[TH RESPECT TO ITS MODIFICATION 1987 EDITION TABLE OF ARTICLES 1. GENERAL PROVISIONS 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 This document has been approved and endorsed by the As~ocm£ed General Contractors of America. Copyright 1911, 1915, 1918. 1925, 1937. 1951. 1958, 1961, i963, 1966, 1967, 1970, 1976, ~I987 by The .&rnerican Institute of Architects, [v35 New York Avenue, N.W., Washington. D.C., 20006, Reproduction of the materia~ hereto or substantial quotation of its provisions without wntten WARNING: Unlicensed photocopying violate~ U.S. copyTight law~ and is subiect to legal pmeecuflon. A201-1987 I INDEX Acceptance of Nonconforming Wor~ ......... 9.6.6, 9.9.3.12.3 Acceptance of Work ........... 9.6.6, 98.2, 9.9.3, 9. I0. h 9. I0.3 Access to Work ........................... 3.16,6.2.1, 12.1 Accident prevention ............................. 4.2.3, 10 Acts and Omissions , . , 3.2.1, 3.2.2, 3.3.2, 3,12.8, 3.18, 4.2.3, 4,3,2, Additionai Cost, Clamls for ......... 4.3.6, 4.3.7, 4.3,9, 6. h I, I 0,3 Additional Inspectiofis and Te$tJn$ ....... 4.2.6,9.8.2, 12.2.1, 13.5 Additional Time, Claims for ............. 4.3,6, 4.3.8, 4.3.9, 8.3.2 ADMINISTRATION OF THE CONTRACT ....... 3.3.3,4,9.4,9.5 Advertisement or [RvRafion to Bid ...................... 1.1. ] Allowances ....................................... 3.8 AppllcatlonaforP~ment 7. 4.2.5,7.3.7,9.2,8.3,9.4,9.5.1,9.6.3, Approvals .... 2.4, 3.3,3, 3.5, 3.10.2, 3.12.4 through 3.12.8. 3.18.3, Architect, Extent of Authority ....... 2.4, 3.12.6, 4.2, 4.3.2, 4.3.6, Architect, Limitarions o f Aut horhy :md Responsibility 3.3.3, 3,I2.8, 4.2.13, 4.3.2, 5.2.h 7.4, 9.4.2, 9.6.4. 9.6.6 Architect's Admini$tratfon of trle Contract .......... 4.2,4.3.6, ArChitect's Approvals 2.~, 3.5. h 3,10.2.3.12.6, 3.12.8, 3.18.3, 4.2.7 Architect's Copyright ............................. 1.3 Architect's Inspections .......... 4.2.2, 4.2.9, 4.3.6, 9.4.2.9.8.2. 99.2.9. IO.h 13.5 Architect's On-Site Observations ....... 4.2.2.4.2.5, 4.3.6, 9 '~.2, Architect's Proiect Representative .................... 4.2.I0 Architect's Relationship with Contractor ..... h 1.2.3.2, h 32.2. Architect's Relationship with Subcontractors .... 1.1.2, 4.2.3, Architect's Repre~entado ns ............. 9.4.2.9.5.h 9.10.1 9.8.2, 9.9.2,910.h 13.5 Award of Subcontracts and Other Contracts for Portions of the Wor~ .................... 5.2 Basic Definitions ....................... 1.1 Soiler and Machinery Insurance .............. 11.3.2 Bonds. Performance and Payment ..... 73.6.4,9.10.3, 11.3.9, Ih4 Building Permit .................................. 3.7.1 CapRallaalUon ....................................... 1.4 Cartlflc~te.'l for PIlymnnt ....... 4.2.5, 4,2.9, 9.3.3, g.4, 9.5, 9.6. I, Certificates of lr~spection, Testing or Approve? ..... 3.12.11, 13.5.4 Car tificates of Insurance .................. 9,3,2,9,10.2, 1 I.I,3 Chimge O r~ln f's ...... I. h 1, 2.4. h 3.8.2.4, 3.1 h 4,2.8, 4.3.3, 5.2.3, Change Order$, Definition o f ......................... 7.2.1 Chang~ ......................................... 7.1 CHANGES IN THE WORK .... 3.11,4.2.8, 7, 8.3.1,9,3.1.?, 10.1.3 Claim, Definition of ................................. 4.3.1 CMim~ and Oilputes ................ 4.3,4.4,4,5,6.2.5,8.3.2, C~alm~ and Tlmely A~rtJon of Claims ................ 4.5.8 Clatm~ for Addlttorml Co~t ........ 4.3.6, 4.3.7, 4.3.9, 6.1.1.10.3 Cia?ma for Additional Time ............ 4.3.6,4.3.8,4.3.9,8.3.2 Cladms for Concesled or Unlmown Congflt]orm ........... 4.3.$ Clamas for Damages...3.18, 4.3.9, 6. hi, 6.2.5, 8.3.2, 9.5.1.2, 10.1.4 Claima St]bjcct to Arbitration ................. 4.3.2,4.4.4,4.5,1 Clemllng Up ................................... 3.15,6.3 Commencement of Statuto~ LimitaUon Pe~od .......... 13.7 Comme~lcement o f the Work. Conditiort~ Relaung to ....... 2.1.2, Commencement of the Work, Defidifion of ............. 8.1,2 Communication~ Facilitating Contract A~mini$t ration ...................... 3.9. h 4.2.4, 5.2.1 COMPLETION, PAYMENTS AND ........................ 9 Conceaicd or Unknown Conditions .................... 4.3.6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS .............................. 1.1.4,6 Construc~on Change Directive, Definition o f .............. 7.3.1 Construction Schedules, Contractor's ............ 3.10.6.1.3 ConUrIGent Aesignment of Subcontracts ............... 5.4 Continuing Contract Performance .................. 4.3.4 ContracL Definition o f ....................... 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OFTHE .............. 4.3.7, 5.4.1.1, 14 Contract Administration .................. 3.33, 4, 9.4, 9.5 Contract Award and Execuuon, Conditions Relating to ..... 3.7. h Contract Documents, The ............... 1.1, 1.2.7 Contract Docucnents, Copies Eurmshed and Use of. h3, 2.2,5.5.3 Contract Per formance During Arbitration .......... 4.3.4,4.5.3 Contract Sum ................ 3.8,4.3.6.4.3.7,4.4.4, 5.2.3. Contract Time ............... 4.3.6, 4.3.8, 4.-~.4, 7.2.1.3, 73, Contract Time, Definition o f .................... g.1.1 2 A201-1987 CONTRACTOR ....................................... 3 Conr~cror. Definition o f ......................... 3.1,6. I.2 Contractor's Bid .................................... 1,1.1 Contractor's Construction Schedule~ ............. 3.10,6:I.3 Contractor's Employees ....... 3.3.2, 3.4.2, 3.8.i, 3.9, 3.18, 4.2.3, Co ntrac~or' s LlaJa#lty Inm~mnca ....................... 11.1 and Owner's Forces ...... 2.2.6, 3.12.5, 3.14.2, 4.2.4, 6, 12.2.5 Contractor's Relationship with Subcontractors ....... 1.2.4, 3.3.2, Contractor'$RelationshipwiththeArchitect .... 1.I.2, 3.2.1, 3.2.2, Contractor's Representations.. i.2.2, 3.5. I, 3.12.7, 6.2.2, 8.2.1,9.3.3 Contractor's Responsibility for Those Performing the Work ................. 3.3.2, 3.18, 4.2.3, 10 Contractods Review of Contract Documents .... 1.2.2, 3.2, 3.7.3 Contractor's Pdght to Stop the Work ...................... 9.7 Contractor's Right to Terminate the Contract .............. 14.1 Contractor's supenntenticnt .................... 3.9, 10.2.6 Contractor's Supervision and Construction Procedures ..... 1.2.4, 3.5, 3.4, 4.2.5.8.2.2, 8.2.3, IO Copies Furnished of Drawings and Specifications . . . 1.3, 2.2.5, 3.11 Correction of Work ................... 2.3, 2.4, 4.2.1,9.8.2, Cost, Definition of ............................ 7.3.6, 14.3.5 Cutting and Patching ........................ 3.14,6.2.6 Damage to the Work .... 3.14.2, 9.9.1, IO.2.1.2, 10.2.5, 10.3, 11.3 Damages, Claims for . . 3.18, 4.3.9, 6.1.1,6.2.5, 8.3.2, 9.5.1.2, 10.1.4 Da£e of Substantial Comptetion, Definition of ............. 8.1.3 Day, Definition of ................................... 8.1.4 Oe{=t$ion$ to Withhold Certification ......... 9.5,9.7, I,L[.I.3 Rejection and Correction of ........... 2.3, 2.4, 3.5.1, 4.2.1, Defective Work, Definition of ..................... 3.5.[ Delays and Extensions of 'r[me ......... 4.3.1,4.3.8.1,4.3.8.2. Disputes ............ 4.1.4, 4.3, 4.4.4.5, 6.2.5, 6.3, 7.3.8.9.3.1.2 Drawings, Definition of ........................... 1.1.5 Drawings and Specifications, Use and Ownership of ..... 1.1.I,.l.3, Emergencle~ ................................. 4.3.7, 10.3 Employees, Contractor's .......... 3.3.2,3.4.2,3.8.1,3.9,3.18.1, 3.8.2, 5.12.3, 3.12.7, 3.12.1I, 3.I3, 3.15.1. 4.2.7, Execution anti Progress of the Work ....... 1.1.3, 1.2.3, 3.2, 3.4.1, 3.5.I, 4.2.2, 4.2.3, 4.3.4, 4.3.8. 6.2.2, 7.1.3, 7.3.9, 8.2, 8.3, 9.5, 9.9.1, 10.2, 14.2, 14.3 A201-1987 3 Lo~ of U~e Insuranc~ .......................... 11.3.3 Means, Methods. Techniques. Sequences nd Procedures o f Con$t ruction ......... 3.3.1,4.2.3,4.2.7,9.4.2 Modifications. Definition of ........................ I. 1.1 Modifications to the Contract ......... 4.1.2 Mutual Responsibility ............... Nonconforming Work, Acceptance of . . l.I.l, I. 1.2, 3.7.3, 3.11, 4.2.1, 5.2.3, 7, 8.3.1, 9.7 ................ 8.2 12.3 :etlon of ..... 2.3.1, 9.5.2.9.8.2. 12, 13.7.1.3 2.3.7.3, 3.7.4, 3.9, 3.12.8, L2.6, 11.1.3, 11.3, 12.2.2. .2,9.4.1.9.5.1.9.7,9.10. !, 12.2.4, 13.3, 13.5.2. 14 ......... I3.5.1, 13.5.2 ............. 8.2.2 L3.7, 3.13, 7.3.6.-+. 10.2.2 Observations, Contractor's ........... q ......... 1.2.2.3.2.2 Occupancy ................ q. 96.6.9.8.1,9.9 ll.3.11 94.2. 98.2, 99.2.9A0.1 OWNER ................................... 2 Owner. Definition or' ........................... 2.1 Owner. Information and Services Required of the ..... 2A.2. Owner's Liability Insurance ................. 11.2 Owner's Loss of Use Insurance .................. l 1.3.3 Owner's Relationship with Subcontractors .............. 1.1.2, 5.2.1, 5.4.1, 9.6.-~ Owner's Right to Carry Out the Work ........ 2.4, 12.2.4. l'L2.2.2 Owner's Right to Clean Up ........................... 6.3 Owner's Right ~ Perform ~anstruc~on and to Award Separate Contracts ........................ 6.1 Owner's Right to Stop t~e Work ................... 2.3,4.3.7 Owncr's Right to Suspend thc Work ................... 14.3 Owner's Right to Terminate the Contrac~ ................. 14.2 Ownership and Use of Architect's Drawings, Specifications Patching, Oohtng lind ........................ 3.14,6.2.6 Patento, Royalti~:~ and ............................. 3.17 Payment, Appllcatton~ for ................ 4.2.5,9.2,9.3,9.4, Payment, Osrtlflcata$ tot .......... 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, Dayment Bond, Performance Bond and ............. 7.3.6.4. Payments. Progress ................... 4.3.4, 93, 9.6. PAYMENTS AND OOMPLETION ................... 9, 14 Payments to Subcontractors ............. 5.°,.2, 9.5.1.3, PCB ........................................... 10.1 Peri'brmance Bond and Payment Bond ................. 7.3.6.4, Perm{t~, F~ and Nottc~ ..... 2.2.3, 3.7, 3. I3, 7:3.6.4, 10.2.2 PEfl$ON$ AND PROPERTY, PROTECTION OF ........... 10 Polychlonnatcd Biphcnyl ........................... 10.1 Product [:33~3. Definition o f ..................... 3.12.2 Produc~ Data and Samples, Shop Drawings ... 3.11,3.12, 4.2.7 Progress and Completion .............. 4.2.2, 4.3.4, 6.2 Progress Payments ....................... 4.3.4.93. Proj~ D¢finidon of the ......................... 1.1.4 Project Manual, Definition of the ............... 1.1.7 Project Manuals .............................. 2.2.5 Project Representatives ................... 4.2.10 Properly In~uranc~ ........................ 10.2.5.11.3 PROTECTION OF PERSONS AND PROPERTY ............ 10 Regulations and Laws ............ 1.3, 3.6, 3.7, 3.13, 4.1.1, 4.'5.5. Reiection of Work ....................... 3.5.1. q.2.6. [ 2.2 Releases o f Waivers and Liens ................. 9.10.2 Representations ................... 1.2.2.3.5.1,3.12.'. Resoluffon of Claim$ and Disputes .............. 4.4, ~.5 Responsibility for Those Pcrr'ormmg the Work ......... 3.3.2. Review of Contract Documents and Field Condlttons by Contractor ...... [.2.2, 3.2, 3.?.3.3.12.7 Review of Contmctor:s Submittals by 4.2.7, q.2.9, 5.21, 5.2.3, 9.2, 98.2 Review of Shop Drawings. Product Data and Samples by Contractor 3.12.5 4 A201-1987 Rules end Notices for Arbitration .................... 4.5.2 Sataty of Pemone and property ....................... 10.2 Safety Precautions and Programs .......... 4.2.3, 4.2.7, 10.1 ~arnple$, Definition o f .............................. 3.12.3 Sample:s, Shop Drawings, Product Data and . 3.11.3.12, 4.2.7 Samples at ~e Site, Documenta and ................ 3.11 Schedule of Value~ .......................... 9.2,9.3.1 Separate Contracts ~nd Cor',(mctors ........ 1.1.4, 3,14.2, 4.2.4. Shop Drawings. Definition o f .................. : ...... 3.[2.1 Shop Drawinge, PTOduct Data and Samplea .... 3.11,3.12, 4.2.7 Site, Ueeof ............................. 3.13, 6.1.1.6.2.1 Site Inspections . . . 1.2.2.3.3.4.4.2.2, 4.2.9, 4.3.6.98.2.9.10.1. 13.5 Site Visits, Architect's ............. 4.2.2.4.2.5.4.2.9, -~.3.6. Special Inspections and Testing ............ 4.2.6. 12.2.1. I3.5 Specfflcatlone, Definitio~ o f the ................... 1.1.8 Subcontractor. Definition of ......................... 5.1.1 SUBCONTRACTORS ..................... 5 Subcontr=ctors. Work by ................ 1.2.~. 5.3.2, 3.12.1. 4.2.3. 5.3, 5.4 Subcontractuel Relaflon~ ......... 5.3, 5.4.9.3.1,2.9.6.2. Successom and Assigns ............ 13.2 Suspension by the Owner for Convenience ............ 14.3 Suspension of the Work ............. 4.3.7, 5.4.2. 14.1.1.4, 14.3 Suspension or Terrninauon o f fire Conrxac[ ...... 4.3.7,5.4.1,1, 14 Taxes .................................. 3.~, 7.3.6.~ TermtnaUon by tho Contractor ........................ 14,1 Termination by the Owner for Cause ............. 5.4.1.1,14.2 Terminaxio n o f thc A~c~itect .......................... 4.1.3 Termination o f the Contractor ........................ 14,2.2 TERMINATION OR SUSPENSION OF THE CONTRACT ...... 14 Testa and Inspections ..... 3.3.3, 4.2.6, 4.2.9, 9.4.2. I2.2.1.13.5 TIME .............. : ................................ 8 Time, Doleye allel Extensiorts of ............ 4.3.8.7.2.1.9.3 Time LJmlta on CMimo ......... 4.3.2. 4.3.3, 4 3.6. 4.3.9. ~.4, 4.5 UNCOVERING AND CORRECTION OF WORK ........ 12 Uncovering of Work .................... 12.1 Un foreseen Conditior~s .............. 4.3.6.83.[, lO.l Use o f Documents ........... l.i.[.1.3,2.2.5,3.12.7.5.3 Use of Site ....................... 3.1a, 6.1.1,6.2.1 Values, Schedule o1 ........................ 9.2,9.3.1 Waiver of Claims: Final Payment .......... 4.3.5, 4.5. [, 9. [0.3 Wail'er of Claims by the Contrac:or ....... 9.10.4. l 1.3,-, I3.4.2 Wmver of Claims by the Owner ....... 4.3< 5.4.5.1.99.3, Wmver of Liens ............................... 9.102 Warranty anti Warrantie~ .................. 3.5, 4.2.9. "~'<'a t h er Delays ............................... 4.3.8.2 When Arbitration May Se Demanded ............ 4.5.4 Wdtten Orders ....................... 2.3, 3.9, -~.3.7. A201-1987 5 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ARTICLE I GENERAL PROVISIONS 1.1 BASIC DEFINITIONS 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter the Agreement), Conditions of the Contract (General, S upplecaentary and other Conditions), Drawings, Spec~ications, addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued a~ter execution of the Contract. A Modifi- cation is ti) 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). 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 megodations, representations or agreements, either written or oral. The Con- tract may be amended or modified only by a Modificanon. The Contract Documents shall not be construed to create a contrac- ;ual relationship of any kind (I) between the Architect and Con- tractor, (2) between the Owner and a Subcontractor or Sub- subcontractor or (3) between any persons or entities other than the Owner and Contractor. The Architect shaJl, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. 1.1.3 THE WORK The term "Work" roes. ns 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 fulfift the Contractor's obligations. The Work may constitute the whole or a part of the Project. 1.1 .~, THE PROJECT The Project is the total construction of which the Work per- formed under the Contract Documents may be the whdie or a par~ and which may include construction by the Owner or by separate contractors. 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Con- tract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work. generalIy including plans, elevations, sections, details, sched- ules and diagrams. 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for material.s, equip- merit, construction systems, standards and workansnship for the Work, and performance of related services. 1.1.7 THE PROJECT MANUAL The Project Manual is the ~olume usually assembled for Work which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications. 1.2 EXECtJTION, CORRELATION AND INTENT 1.2.1 The Contract Documents shall be signed by the Owner and Contractor as provided in the Agreement. If either the Owner or Contractor or both do not s~gn all the Contract Documents, the Archkect shall identify, such unsigned Docu- ments upon request. 1.2.2 Execution of the Contract by the Contractor is a repre- sentation that the Contractor has visited the site, become famil- iar with local conditions under which the Work is to be per- formed and correlated personal observations with require- ments of the Contract Documents. 1.2.3 The intent of the Contract Documents is to include all items necessary, for the proper execution and completion of the Work by the Contractor. The Contract Documents are comple- mentary., and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Docu- ments and reasonably inferable from them as being necessary to produce the intended results. 1.2.4 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.2.5 Unless otherwise stated in the Contract Documents, words which have weft-known technical or construction indns- try meanings are used in the Contract Documents in accord- ance with such recognized meamngs, 1.3 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 1.3.1 The Drawings, Specifications and other documents prepared by the Architect are instruments of the Architect's service through which the Work to be executed by the Con- tractor is described. The Contractor may temm one contract record set. Neither the Contractor nor any Subcontractor, Sub- subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents p~pared by the Architect. and unless otherwise indicated the Architect shall be deemed the author of them and will retain all common law, statutory and other reserved rights, in addition to the copyright. All copies of them, except the Contractor's record set, shall be returned or suitably accounted tbr to the Architect, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect, and copies thereof fi~mished to the Contrac- tor, are for use solely with re~pect to this Project. They are not to be used by the Contractor or any Subcontractor. Sub- subcontractor or material or equipment supplier on other proj- ects or for additions to this Project outside the scope of the 6 A201-1987 Work without the specific written con.sent of the Owner and Mchitect. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are granted a limited license to use and reproduce applicable portions of the Draw- ings, Specifications and other documents prepared by the Architect appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this license shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect. Submittal or distribution to meet official regulatory requirements or for other pttrposes in con- nection with this Project is not to be construed as publication in derogation of the Architect's copyright or other reserved 1.4 CAPITAUZATION 1.4.1 T~m'~s ~pim~zed in th~ General Conditions include those which are (t) spec~calh/de.cd, (2) the ddes of num- bered :anic.[es and identified references to pta'~mph~. Subp:L,~- graph~ and eL~u.s~ in the document or (3) the titles of other documents published by the ~umerican Institute of Architects. 1,5 INTERPRETATION 1.5.1 In the inter~t of brevity the Contract Documents fre- quently omit modi~ing word~ such as "~'" and "any" ~qd arti- cles such as "the" and "an," but the fact that a modifier or an :L~icle is absen£ from one statement and appe'ars m another is not intended [o 3ff~£ the inte;'pretation of either statement. ARTICLE 2 OWNER 2,1 DEFINITION 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative. 2.1.2 The Owner upon reo.sonable written request shall furnish to the Contractor in writing information which is 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 tide to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein at the time of execution of the Agreement and, within five days after any change, information of such change in title, recorded or unrecorded. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 2.2.1 The Owner shall, at the request of the Contractor, prior to execution of the Agreement and prompdy from time to time there-after, furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Contract. [Note: Unless such reasot~able et'ideate were fitrnishecl on request prtor to the ~cecution of the Agreement, the prospective contractor would not be required to execute the Agreente~tt or to comme.ce the Wor~.] 2.2.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. 2.2.3 Except for permits and fees which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for necessary, approvals, easements, asses.s- meats and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. 2.2.4 Information or services under the Owner's control shall be furnished by the Owner with reasonable promptness to avoid delay in orderly prog~ss of the Work. 2.2.~ 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. 2.2.6 The foregoing are in addition to other duties and respon- sibilities of the Owner enumerated herein and especially those in respect to Article 6 (Construction by Owner or by Separate Contractors), A.,~cle 9 (Payments and Completion) and Article 1 I (Insurance and Bond~). 2.3 OWNER'S RIGHT TO STOP THE WORK 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Paragraph 12.2 or persistently fails to car~ out Work in accordance with the Contract Documents, the Owner, by written order sigiqed personaJly or by an agent specifically so empowered by the Owner in writing, may order the Contrac- tor to stop the Work, or any portion thereof, until the cause for such order ha~ been eliminated; however, the dght of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this dght for the benefit of the Con- tractor or any other person or entity, except to the extent required by Subparagraph 6.1.3. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK 2.4.1 If the Contractor defaults or neglects to cm'ry out the Work in accordance with the Contract Documents and (ails within a seven-day period a~er receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may a/ter such seven-day period give thc Contractor a second written notice to correct such deficiencies within a second seven-day period. If the Contractor within such second seven- day period after receipt of such second notice fads to com- mence and continue to correct any deficiencies, the Owner may, without prejudice to other [m'nedies the Owner may have, correct such deficiencies, th such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Coruractor the cost of correcting such defi- ciencies, including compensation for the Architect's additional services and expenses made necessat? by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Archi- tect. tf paymerlts then or there-.ifter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 3.1 CONTRACTOR DEFINITION 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. A201-1987 7 3.2 REVIEW OF CONTRAC"fi DOCUMENTS AND FIELD CONDmONS BY CONTRACTOR 3.2.1 The Contractor shall carefully study and compare the Contract Documents with e-a~ch other and with information furnished by the Owner pursuant to Subparagraph 2.2.2 and shall at once report to the Architect errors, inconsistencies or omissions discovered. The Contractor shall not be liable to the Owner or Architect for damage resulting from error~, inconsis- tencies or omissions in the Contract Documents unless the Contractor recograzed such error, inconsistency or omission and knowingly failed to report it to the ArchitecL If the Con- tractor performs any con$truction activity knowing it involves a recognized error, inconsistenCy or omission in the Contract Documents without such notice to the Architect, the Contrac- tor shall assume appropriate responsibility ['or such perfor- mance and shall bear an appropriate amount of the attributable costs for correction. 3.2.2 The Contractor shall take field measurements and verify. field conditions and shall carefully compare such field mea- surements and conditions and other information known to the Contractor with the Contract Documents before commencing activities. Errors, inconsistencies or omtssions discovered shall be reported to the Architect at once. 3.2.3 The Contractor shall perform the Work in accordance with the Cuntract Documents and submittals approved pur- suant to Paragraph 3.12. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skflI and attention. The Contractor shall be solely responsible for and have control over construc- tion means, methoc~, techniques, sequences and procedures and for coordinating 'all portions of the Work under the Con- tract, unless Comract Documents give other specific insrtuc- tions concerning these matters. 3.3.2 The Contractor shall be responsible to the Owner fur acts and nmissions of the Contractor's employees, Subcontractors and their agents and employees, and nther persons performing 3.3.3 The Contractor shall not De relieved of obligations to per- either by activliies or duties of the Architect in the Architect's approvals required or pertbn'ned by petsons other than the Contractor. 3.3.4 Tile Contractor shall be responsible fur inspection of por- tinns of Work already performed under this Comract to deter- mine that such portions are in proper condition to receive sub- sequent Work. 3.4 LABOR AND MATERIALS 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equip- heat. utilities, transportation, and other Facilities and services necessary for proper execution and completion of the Work. 3.4.2 The Contractor shall enlbrce strict discipline and good order among the Contractor's employees and other persons empioymem of unfit persons or persons not skilled in tasks 3.5 WARRANTY 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished trader the Contract will be of good quality and new unless otherwise required or permit- ted by the Contract Documents, that the Work will be free from defects not inherent in the quali~.' required or permitted. and that the Work will corfform with the requirements of the Contract Documents. Work not conforming to these require- ments, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excinde~ remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and teat under nomml usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 3.6 TAXES 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Con- tractor which are [egally enacted when hicks are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 3.7 pERMITS, FEES AND NOTICES 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are cu.~tomarfly secured after execution of the Contract and which are legally required *,'hen bids are received or nego- tiations concluded. 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regdiations and lawful orders of public authorities beanng on performance of the Work. 3.7.3 It is not the Contractor's responsibility to ascertarn that the Contract Documents are in accordance with applicable taws, statutes, ordinances, building codes, and rules and regnla- tions. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notiN/ the .M-cfutect and Owner in writing, and necessary changes shall he accomplished Dy appropriate Modificatk}n. 3.7.4 If the Contractor performs Work knowing it to he con- teary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the .~-chitect and Owner. the Contractor shall assume full respousibility for such Work and shall be'ar the attributable costs. 3.fi ALLOWANCES 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Comract Documents. items covered by allowances shall be supplied for such amounts and by such which thc Comractor makes rea~)nahle ohicction. 3.8.2 Unle~s otherwtse provided in thc Contract Documents: .1 materials and eqmpment under an allowance shall be selected promptly b':' the Owner ti) avoid delay in the Work: materials and equipment delivered at the site and ali 8 A201-1987 .3 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 and not in the allowances; .4 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Clause 3.8.2.2 and (2) changes in Contractor's costs under Clause 3.8.2.3. 3.9 SUPERINTENDENT 3.9.1 The Commctor shall employ a competent superinten- dent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superinten- dent shall repreaent the Contractor, and commUmcations given to the superintendent shall be as binding as if given to the Con- tractor. Important communications shall be confirmed in writ- ing. Other communications shall be similarly confirmed on written request in ~ch case. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 The Contractor. promptly after being awarded the Con- tract, shall prepare and submit for the Owner's and Architects intbrmation a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Docdments, shall be revised at appropriate intervals a~ required by the conditions of the Work and Project. shall be related to the entire Project to the extent required by the Con- tract Documents. and shall provide for expeditious and practi- cable execution of the Work. 3.10.2 The Contractor shall prepare and keep current, for the Architect's approval.'a schedule of submittals which is coordi- nated with the Comracror's crmstrucdon schedule and allows the Architect reasonable nme to review submitmJs. 3.10.3 The Contractor shall conform tu the most recent schedules, 3.11 DOCUMENTS AND SAMPLES AT THE SITE 3.11.1 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 tu record changea and selections made during construction, and in addition approved Shop Drawings. Prod- uct Data. Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Archi- tect ti)r submittal to the Owner upon completion of the Work. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 3.12.1 Shop Drawings m'e drawings, diagrams, schedules and other dara specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or 3.12.3 Samples are physical examples which ilIustrate by which the Work will be judged. a.12.4 Shop Drawings, Product Data, Samples and swnilar sub- which submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect is subject to the limitations of Subparagraph 4.2.7. 3.12.5 Thc Contractor shall review, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reason- able promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate con- tractors. Submittals made by the Contractor which are not required by the Contract Documents may be returned without action. 3.12.6 The Contractor shall perform no portion of the Work requiring submittal and review of Shop Drawings. Product Data. Samples or similar submittals until the respective submit- tal h= been approved by the Architect. Such Work shall be in actor 'dance with approved submittals. 3.12.7 By approving and submitting Shop Drawings. Product Data. Samples and similar submittals, the Contractor represents that the Contractor h:Ls determined mad verified materials, field measurements and field constructioo criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the ~'ork and of the Contract Documents. 3.12.8 The Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically inti)rmed the Architect in writing of such deviation at the time of submittal and the Architect has g~ven written approval to the specific deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Draw- ings. Product Data. Smmplea or similar submittals by the Archi- tect's approval tbereo£ 3.12.9 The Contractor shall direct specific attention, in wruing or on r~ubmitted Shop Drawings. Product Data, Samples or aimilar submittals, to revisions other than those requested by the Archi£ect on previous submittals. 3.12.10 informational submittals upon which the Architect is not expected to take responsive action may be si} identified in the Conmact Documents. 3.12.11 When professional certificamm of performance criteria of materials, systems or equipment is required by the Contract Documents. the Architect shall be entitled to rely upon the accuracy and completeness of such calculations and certifi- 3.13 USE OF SiTE 3.13.1 The Contractor shall confine operations at thc site to areas permitted by law, ordinances, permits and the Contract 3.14 CUTTING AND PATCHING 3.14.1 The Contractor shall be responsible thc cutung, fitting or patching required to complete the Work or rd make its parts fit together properly 3.14.2 The Contractor shall not damage or endanger a portion of the Work or ~uily or partially completed construction of the A201-1987 9 Owner or a separate contractor-except with written consent of the Owner and of such sepm~te contractor; such consent shall not be unreasonably withheld. The Contractor shall not um-ea- sonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. 3.15 CLEANING UP 3,15.1 The Contractor shall keep the premises and surround- ing area flee 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. 3.16.2 If the Cuntmctor fails to dean up as provided in the Contract Documents, the Owner may do so and the cost thereof shall be charged to the Contractor. 3.16 ACCESS TO WORK 3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. 3.17' ROYALTIES AND PATENTS 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of patent fights and shall hold the Owner and Architect harmless from loss on account thereof, but sba.il not be responsible for such defense or loss when a particular design, process or prod- uct of a particular manufacturer or manufacturers is required by the Contract Documents. However, if the Contractor has rea- son to believe that the required design, process or product is an infringement of a patent, the Contractor shall be responsible for such loss unless such information is promptly f~amished to the Architect. 3.18 INDEMNIFICATION 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Architect, Archi- tect's consultants, and agents and employees of any of them from and against dawns, damages, losses and expenses, includ- ing but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, dam- age, loss or expense is attributable to bodily injury., sickness, disease or death, or to injury, to or destruction of tangible prop- erry (other than the Work itself) including loss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such ciarrn, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shag not be construed to negate, abridge, or reduce other fights or obligations of indemnity, which wodid otherwise e.~t as to a party, or person described in this Paragraph 3.18. 3.18.2 In claims against any person or entity indemnified under this Paragraph 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnifica- tion obligation under this Paragraph 3.18 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acrs. 3.16.3 The obligations of the Contractor under this Paragraph 3.18 shall not extend to the liability of the Architect, the Archi- tect'$ consultants, and agents and employees of any of them arising out of (1) the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specitica- lions, or (2) the giving of or the failure to give directions or irtstmctions by the Architect, the Architect's consultants, and agents ;md empIoyees of any of them provided such giving or failure to give is the pnmary cause of the injury, or damage. ARTICLE 4 ADMINISTRATION OF THE CONTRACT 4.1 ARCHITECT 4,1,1 The Architect is the person lawfifily licensed to practice architecture, or an entity, lawfzflly practicing architecture iden- tiffed as such in the Agreement and is referred to throughout the Contract Documents as ff .singular in number. The term "Architect" means the Architect or the Architect's authorized represeotative. 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unrea- sonably withheld. 4.1.3 In case of termination of employment of the Architect, the Owner shall appoint an architect a~inst whom the Con- tractor makes no reasonable objection and whose status under the Contract Documents shall be that of the former architect. 4.1.4 Disputes arising under Subparagraphs 4. I.2 and 4.i.3 shall be subject to arbitration. 4.2 ARCHITeCT'S ADMINm/vtAT1ON OF THE CONTRAGT 4,.2.1 The Architect will provide administration of the Contract as described in the Contract Documents, and will be the Owner's representative (1) during construction, (2) until .final payment is due and (3) with the Owner's concurrence, from time to time during the correction period described in Para- graph 12.2. The Architect will advise and consult with the Owner. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified by written instrument in accordance with other provisions of the Contract. 4.~'.2 The Architect will visit thc site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality, of the completed Work and to determine m general ff the Work is being performed in a manner indicat- ing that the Work, when completed, will be in accordance with the Contract Documents. However, the Architect will not be required to m~e exhaustive or continuous on-site inspections to check quality or quantity of the Work. On the basis of on- site observations as an ~chitect. the Architect v-ill keep the Owner informed of progr~s of the Work. and will endeavor to guard the Owner against defects and deficiencies in the Work. 4.2.3 The Architect will not have control over or charge of and will not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility as provided in Paragraph 3.3. The Architect wflI not be responsible for the Contractor's failure to carry out die Work in accordance wire the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Con- 10 A201-1987 oth~ pcmons pcrforrr~ng pordons of ~e ~ork. 4.2.4 Communl~ Faclll~ng ~n~ Admin~ non. Exert ~ o~e~e provided ~ ~e Con~ DO~ ~te ~u~ ~e ~c~tect. Co~i~o~ by ~d ~ the ~chitect's co~t~ s~ be ~ou~ ~e ~ite~. Co~u- sh~ be ~rou~ ~e Contm~or. Comm~o~ by md wi~ sepmre cont~ctom s~ be ~rou~ ~e Owner. 4.~.8 ~e ~chit~t w~ have au~ofi~ to rej~t Work which have au~ofi~ to ~q~ ad~fio~ ~pection or tes~g of ~e Work ~ accor~ce with Subp~p~ 13.5.2 md 13.5.3, whether or not such Work ~ fibfi~ted, ms.ed or completed. Shop Drawing, Product ~ ~d S~pl~, but only for ~e l~ired pu~nse of chang for conformer with info~on P~a~p~ 3.3, 3.5 and 3. I2. The ~Chitect's review sh~ not completion, will receive ~d fo~d to ~e Owner for ~e Contractor, ~d wlil ~sue a finM Ce~ificate for Paym~t upon out the Architecfs responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an ~xhibit to be incorpo- rated in the Contract Documents. 4.2.11 The Architect will interpret and decide matters concern- ing performance under and requirements of the Contract DocumentS on written request of either the Owner or Contrac- tor. The Architect's response to such requests will be made with reasonable prompmess and within any time limits agreed upon. If no agreement is made concerning the time within which interpretations required of the Architect shaft be fur- nished in compliance with this Paragraph 4.2, then delay shall not 'De recognized on account of failure by the Architect to fur- nish such interpretations until 15 days a~ter written request is made for them. 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable from the Contract DocumentS and will he in writing or in the form of drawings. When making such interpretations and decisions, the A~rchitect will endeavor to secure faithful performance by both Owner and Contractor, will not show pardality to either and will riot he liable for resultS of interpretations or decisions so rendered in good faith. 4.2,13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. 4.3 CLAIMS AND DISPUTES 4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpre- tation of Contract terms, payment of money, extension of tinle or other relief with respect to the terms of the Contract. The term "Claim" also Includes other disputes and matters in ques- tion between the Owner and Contractor arising out of or relat- ing to the Contract. Claims must he made by written notice. The responsibility to substantiate Claims shall rest with the parry, making the CLaim. 4.3.2 Decision of Amhltect. Clahns, including those alleging an error or omission by the Architect, shall be referred initially to the Architect for action as provided in Paragraph 4.4. A deci- sion by the Architect, as provided in Subparagraph 4.4.4, shall be required as a condition precedent to arbitration or litigation of a Claim between the Contractor and Owner as to all such matters arising prior to the date final payment is due, regardless of (1) whether such matters relate to execution and progress of the Work or (2) the extent to which the Work has been com- pleted. The decision by the Architect in response to a Claim shall not be a condition precedent to arDitration or litigation in the event (1) the position of Architect is vacant, (2) the Architect has not received evidence or h~s fated to render a decision within agreed time limits, (3) the Architect has failed to take action required under SuDparagraph 4.4.4 within 30 days after the Claim is made, (4) 45 days have passed after the Claim has been referred to the Architect or (5) the CIalm reiztes to a mechanic's lien. 4.3.3 Time Limits on Claims. cImms by either party must be made within 21 days a~er occurrence of the event g~ving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rme to the Claim, whichever is later. Claims must be made by written notice, An additional C-laim made after the initial Clmm has been implemented by Change Order will not be considered unless submitted in a timely manner. A201-1987 11 4.3.4 Continuing Contract Performance. Pending final reso- lution of = Cl:~n indud~; ~'biL~Non. un~c.~ otherwise agcccd in wn~g ~e Contractor sh~ proce~ ~gendy wi~ pe~for- m~ce of ~e Con.ct md ~e O~er sh~ tongue to m~e paymenu M accor~ce with ~e Contact Do~ena, 4.3.5 Waiver of Claims: ~1 Pa~en~ ~e m~ng of payment sh~ co~te a ~ver of CI~ by ~e Owner exc~t ~ose ~mg from: .1 ~ens, C~, secu~ Mter~a Mg out of ~e Contact ~d u~ettled; .~ ~ure of ~e Work to comply with ~e requkemen~ of the Contmct Docmen~; or .3 te~ of s~ w~ties req~red by ~e Contact 4.3.8 ~aims for ~ncesl~ or ~nknown ~ndigons. If con- ditions ~e encountered at the site wM~ o~em~e coached physicM con~tio~ which ~ffer matem ~y from ~ose M~cated M ~e Contact Docmen~ or (2) unknown physi~ con~ao~ of ~ ~ nature, which dif- fer mate~y from ~ose or~n~ly fo~d to e~t ~d gene~y r~o~ed ~ ~erent ~ co~tmction acdviti~ of the ch~cter provid~ for ~ the Contact Doc~en~, ~en notice by ~e obseming p~ sh~ be ~ven to ~e other paay promptly be/ore conditio~ ~e ~tuth~ md ~ no event ~ter · ~ 21 ~ys ~ter first obse~ce of ~e con~ons. ~e ~chi- tect w~l promptly ~v~ti~te such con~tiom ~d, if ~ey differ cost oL or t~e ~quired for, ~ffomce of ~y pa~ of the Work, will recommend ~ equable adjm{ment in the Contact Sum or Contact T~e, or both. If ~e ~chkect dete~es the conditions at ~e site ~e not matefi~y different ~rom those indicated in the Contact Dot--ems ~d that no ch~ge in the te~s of the Coat=ct is justified, the ~chitect shMl ~ noti~ CI~s by el~er pa~ in op~sition to such dete~i~tion m~t be made within 2I ~ys aRer ~e .Mchitect h= Wen notice of ~c decmion. If the Owner md Contractor ~not agree on m adjustment in the Contract Sm or Commct T~e, t~e adj~tment shMl be referred to the .Mchitect fur ininM deter- mmauon, subject to ~her procee~n~ pursuit to P~ph 4.3.~ CMims for Ad~i~onal C~t [f ~e Contractor w~hes to make CI~ rbr ~ inc~ in ~e Contact Sum, wntten notice ~ provided her~ s~Ml be Wen before proc~ding to execute the Work. P~or notice ~ not r~uired fur CI~s relat~g to emergency en~gering life or propeay ~ing under P~- g~ph I0,3. If ~e Contractor bellev~ additionM cost s~op the Work where the Contractor w= not at fault, (3) a w~t- ten order for a minor ch~ge ~ ~e Wo~ asued by the Archi- tect, (4) f~ure of payment by the Owner, (5) te~inadon of the Com~c~ by the Owner, (6) Owner's s~pension or (7) other c~onable ground, Clam shMl be flied in accordance with the procedure ~tabl~hed hereto. 4.3.8 CMims for Agditiona] ~m~ 4.3.8.1 If the C~)ntmclor wish~ to m~e Clam for ~ inc~e Wen. The Contractor's CI~m shMl include ~ estimate of cost and of pnthable effect of de~y on progress of the Work, In the 4.3.8.~ [f adve~e w~er conditions ~e the b~a ~br a C~m for addition~ time, suc~ CI~ shMl substantiating that weather conditions were abnormal for the period of time and could not have been reasonably anticipated, and that weather conditions had an adverse effect on the scheduled construction. 4.3.9 Injury or Damage to Person or Property. If either party. to the Contact suffers injury, or damage to person or property because of an act or omission of the other party., of any of the other party's employees or agents, or of others for whose acts such party- is legally liabIe, written notice of such injury, or damage, whether or not insured, shall be given to the other party, within a rem~nable time not exceeding 21 days after first observance. The notice shall provide suff'mient deta/l to enable the other party to investigate the matter. If a Claim for addi- tional cost or time related to this Claim i~ to be asserted, it shall be fried as provided in Subparagraphs 4.3,7 or 4.3.8. 4.4 RESOLUTION OF CLAIMS AND DISPUTES 4.4.1 The Architect will review Claims and take one or more of the following preliminary actions within ten days of receipt of a Clam: (1) request additional supporting data from the claimant, (2) submit a schedule to the parties indicating when the .&'chi- tect expects to take action. {3) reject the Claim in whole or in parL stating reasons for reiection, (4) recommend approval of the Claim by the other party or (5) suggest a compromise. The Architect may also, but is not obligated to, notify, the surety, if any, of the nature and amount of the CIawn. 4.4.2 If a Claim has been resolved, the .M'chitect will prepare or Sbtain appropriate documentation. 4.4.$ If a Claim has not been resolved, the party making the Claim shall, within ten days after the Architect's preliminary response, take one or more of the following actions: ti) submit additional suppomng data requested by the Architect. (2) modi~, the initial Claim or (3) noti~, the .krchitect that the initial clawn stands. 4.4.4 If a Claim has not been resolved al~er consideration of the foregoing and of further evidence presented by the parties or requested by the Architect. the Architect will notify the parties in wdting that the Architect's decision will be made within seven days, which decision shall be final ~]d binding on the parties but subject to arbitration. Upon expiration of such time period, the Architect will render to the parties the Architect's written decision relative to the Claim. including any change in the Contract Sum or Contract Time or both. if there is a surety and there appears to be a possibility of a C?)ntractor's default. the Architect may, but is not obligated to, notify, the surety and request the surety's assistance in reaolving the controversy. 4.5 ARBITRATION 4.5.1 Controversies and Claims Subject to Arbitration. controversy or Claim arising out of or related to the Ctmtract. or the breach thereof, shall be settled by arbitration in accor- dance with the Construcfion Indnstry :xa-bitration Rules of the American Arbitration A~sociation. and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof, except controversies or Claims relating to aesthetic effect and except those waived ms provided for in Subparagraph q.3.5. Such controversies or Claims upon which the Architect has given notice and rendered a decision as provided in Subparagraph 4.4.-i shalI be subject to arbitration upon written demand of either par~y. Arbitration may be commenced when 45 days have passed after a Claim has been referred to the Architect as provided in Paragraph 4.3 and no dec~sion has been rendered. 12 A201-1987 AL~ DOOdM~T ~01 * GENERAL CONDITIONS OF THE CC~NTRACT FOR CONSTRUCTION * FOURTEENTH EDITION Alit& · ,~ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENU£. N.W. WZASI-I[N(;TON, D C. 2{}OO0 4.5.2 Rules and Notices for Arbitration. Claims between the Owner :md Contractor not resolved under Pm-alU'apb 4.4 sl-mll, if subiect to arbitration under Subparagraph 4.5.1, be decided by arbitration in accordance with the Construction indmtry Arbitration Rules of the American Arbitration A..~soo'~tion cur- rentiy in effect, unless the pames mutuaJly agree otherwise. Notice of dcm,mhd for arbitration shall be filed in writing with the other party to the Agreement between the Owner :md Con- tractor :md with the Americ:m Arbitration Association, :md a copy shall be filed with the Architect. 4.5.3 Contract Performance During Arbitration. During azbi- tration proceedings, the Owner and Contractor shall comply with Subparagraph 4.3.4. 4.5.4 When Arbitration May Be Demanded. Dsm:md for arbi- tration of:my Claim may not be made until the ~rlier of(l) the date on which the Architect has rendered a final written deci- sion on the Claim, (2) the tenth day after the parties have pre- sented evidence to the Architect or have been given reusonable opportunity to do so, if the Architect ha~ not rendered a f'mal written decision by that date, or (3) any of the five events described in Subparagraph 4.3.2. 4.5.4.1 When a written decision of the Architect states that (1) the decision is Final but subject to arbitration and (2) a demand for arbitration of a Claim covered by such dec~sion must be made within 30 days after the date on which the party making the dsm:md receives the final written decision, then failure to dcm:md arbitration within said 30 days' period shall result in the A£chitect's decision becoming final and binding upon the Owner and Contractor. If the Architect renders a decision aC-ter arbitration proceedings have been initiated, such decision may be entered as evidence, but shall not supersede arbitration pro- ceedings unless the decision is acceptable to all par~ies concerned. 4.5.4.2 A demand for arbitration shall be made within the r~me limits specified in Subparagraphs 4,5,1 and 4.5.4 and C[at~se 4.5.4/. as applicable, and in other cases within a reasonable time after the Claim has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings bmsed on such Claim wonld be barred by the applicable statute of limitations as determined pursuant to Paragraph 13.7. 4.5.5 Limitation on Consolidation or Joinder. No arbitration arising out of or relating to the Contract Documents shall include, by consolidation or joinder or in any other m:mner. the Architect, the Architect's employees or consultants, except by written consent containing specific reference to the Agree- ment and signed by the Architect, Owner, Contractor and :my other person or entity sought to be joined. No arbitration shall include, by consolidation or jdinder or in :my other manner, parties other than the Owner. Contractor, a separate contrac- tor as described in Article 6 and other persons substantially involved in a common question of fact or law whose presence is required if complete relief is to be accorded in arbitration. No person or entity other than the Owner. Contractor or a separate contractor as described in Article 6 shall be included as an orig- inal third party or additional third party to :m arbitration whose interest or responsibility is insubstantial. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration ora dispute not described therein or with a person or entity, not named or described therein. The fore- going agreement to arbitrate and other agreements to arbitrate with an additional person or entity, duly consented to by parties to the Agreement shall be specifically enforceable under appli- cable law in any court having jurisdiction thereoL 4.5.6 Claims and Timely A__~,e_rtlon of Claims. A party who files a notice of demand for arbitration must assert in the dcm:md all Claims then known to that party on which arbitra- tion is permitted to be dcm:reded. When a party. Pails to include a Claim through oversight, inadvertence or excusable neglect. or when a Claim ha5 matured or been acquired subsequently, the arbitrator or arbitrators may permit amendment. 4.5.7 Judgment on Final Awsml. The award rendered by the arbitrator or arbitrators shall be final, :md judgment may be entered upon it in accordance with applicable [aw in :my court having jurisdiction thereof. ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to peri, tm a porxion of the Work at the site. The term "Subcontractor" is ret~rred to throfighout the Contract Documents as if singular in number and me:ms a Subcontractor or :m authorized representative of the Subcon- tractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perle)tm a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as prac- ticable after award of the Contract, shMl furnish in writmg to the Owner through the Architect the names of persons or enti- ties (including those who are to furnish marshals or equipment fabricated to a special design) proposed for each principal por- tion of the Work. The Architect will promptly reply to the Con- tractor in writing stating whether or not the Owner or the Architect. after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of no reason- able objection. 5.2.2 The Contractor shall not contract with a proposed per- son or entity to whom the Owner or Architect has made rea- sonable and timely objection. The Contractor shall not be required to contract with anyone tu whom the Contractor has made rexsonable objection, 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractur, the Contractor shall propose another to whom the Owner or Architect h~5 no re-~onable obiection. The Contract Sum ~hall be incre:med or decreased by the differs:Ice in cost occasioned by such change and an apptuprlate Change Order shall be issued. However, no increase in the Contract Sum shall be allowed for such ch:rage unless the Contractor bas acted promptly and responsively in submitting names as required. 5.~.4 The Contractor shall not ch:rage a Subcontractur, person or entity previously selected if the Owner or Architect makes reasonable objection to such ch:rage. A201-1987 13 5.3 SUBCONTRACTUAL RELATIONS 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the ~xtent of the Work to be performed by the Subcontractor, to be bound to the Contractor by term$ of the Contract Docu- ments, and to a.~ume toward the Contractor ail the obligations and responsibilities wMch the Contractor, by these Docu- ments, assumes toward the Owner and Architect. Each subcon- tract agreement shall preserve and protect the dghts 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 dghts, and shall allow to the Subcontractor, unless specifically provided otherWtse in the subcontract agreement, the benefit of all rights, remedies and redress agamst the Contractor that the Contractor, by the Contract Documents, ha5 agam& the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-sub- contractors. The Contractor shall make available to each pro- posed 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 condi- tions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors shall similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors, 5,4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that: .1 assignment is effective only after termination of the Contract by the Owner for came pursuant to Para- graph 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcon- tractor in writing; and .2 assignment is subject to the prior dg]rns of the surety, if any, obligated under bond relating to the Contract. 5.4.2 [f the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adju$ted. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 6.1.1 The Owner reset-yes the right to perfoma construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other por- tions of the Project or other construction or operations on the site under Conditions 9f 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 else- where in the Contract Documents. 6.1.2 When separate contracts are awarded for different por- tions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. 6.1.3 The Owner shall provide for coordination of the activi- ties of the 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 sepm-ate con- tractor~ and the Owner in reviewing their construction sched- dies when directed to do so. Thc Contractor shall make any revisions to thc construction schedule and Contract Sum deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner sha~l be deemed to be subject to the same obligations and to have the same tights which apply to the Contractor under the Condi- tions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and A~icies 10, I 1 and 12. 6.2 MUTUAL RESPONSIBILITY 6.2.1 The Contractor shall afford the Owner and separate con- tractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activi- ties and shall connect and coordinate the Contractor's con- st~uction and operations with theirs a~ required by the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper executzon 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 irc such other construction that would render it unsuitable for such proper execution and results. FMlure of the Contractor so to report shall constitute an acknowledgment that the Owner's or sepa- rate contractors' completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. 6.2.3 Costs caused by delays or by improperly timed activities or defective construction shalI be borne by the party responsi- ble therefor. 6.2.4 The Contractor shall promptly remedy damage wrong- fully caused by the Contractor to completed or partially com- pleted construction or to property of the Owner or separate contractors as provided in Subparagraph I0.2~5. 6.2.5 Claims and other disputes and matters in question between the Contractor and a sepm'ate contractor shall be sub- ject to the provisions of Paragraph 4.3 provided the separate contractor has reciprocal obligations. 6.2.6 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Paragraph 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP 6.3.1 If a dispute arises among the Contractor, separate con- tractors and the Owner as to the responsibility under their re$pective contracts for rrm~taining the prem~es and surround- ing area free from waste materials and rubbish as deschbed in Paragraph 3.15, the Owner may clean up and allocate the cost among those responsible as the Architect determines to be just. 14 A201-1987 ARTICLE 7 CHANGES IN THE WORK 7.1 CHANGES 7.1.1 Changes in the Work may be accomplished after e~ecu- tion of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. 7.1.`) A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Cl'a, nge Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. 7.1.3 Changes in the Work shall be performed under appli- cable provisions of the Contract Documents, and the Contrac- tor shah proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. 7.1.4 If unit price5 are stated in the Contract Documents or subsequently agreed upon, and if quantities originally con- templated are so changed in a proposed Change Order or Con- struction Change Directive that application of such unit prices to quantities of Work proposed wilI cause substantiM inequity to the Owner or Contractor, the applicable unit prices shah be equitably adjusted. 7.') CHANGE ORDERS 7.2.1 A Change Order is a written instrument prepared by the Arohltect and signed' by the Owner. Contractor and Architect. stating their agreement upon all of the fi)flowing: .1 a change in the Work; .2 the amount of the ad[ustment in the Contract Sum, if any; and .3 the extent of the adjustment in the Contract Time, if any. 7.2.2 Method.s used in determining adiustments to the Contract Sum may include those listed in Subparagraph 7.3.3. 7.3 CONSTRUCTION CHANGE DIRECTIVES 7.3.1 A Construction Change Directive is a written order pre- pared by the Architect and signed by the Owner and Architect, directing a change in the Work and stating a proposed basis for adjustment, if any, in the Contract Sum or Contract Time. or both. The Owner may by Construction Change Directive, without inv;~dating the Contract. order changes in the Work within the general scope of the Contract consisting of addi- tions, deletions or other revisions, the Contract Sum and Con- tract Time being adjusted accordingly. 7.3.2 A Construction Change Directive shah be used in the absence of total agreement on the terms of a Change Order. 7.3.3 [f the Construction Change Directive provides for an adjustment to the Contract Sum. the ad[ustment shall be based on one of the following methods: .1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to per- mit evaluation; J2 unit prices stated in the Contract Documents or sub- sequently agreed upon; .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percent- age fee; or .4 as provided in Subparagraph 7.3.6. 7.3.4 Upon receipt of a Construction Change Di~ctive, the Contractor shall promptly proce~[ with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, i~ any, provided in the Construction Change Directive for determining the pro- posed adjustment in the Contract Sum or Contract Time. 7.3.5 A Construction Change Directive signed by the Contrac- tor indicates the agreement of the Contractor therevath, includ- ing adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effec- tive immediately and shall be recorded as a Change Order. 7.3.6 If the Contractor does not respond promptly o~ disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the Archi- tect on the basis of reasonable expenditures and savings of those performing the Work anributabie to the change, includ- ing, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit. In such case, and also under Clause 73.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents. costs for the purposes of this Subparagraph 7.3.6 shall be limited to the following: .1 costs of labor, incinclLng social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' or workmen's compensation insurance; .2 costs of materials, supplies and equipment, includ- ing cost of trartsportation, whether incorporated or .3 rental costs of machinery, and equipment, exclusive of Work; and .5 additional costs of supervision and field office person- nel directly attributable to the change. 7.3.7 Pending final determir~tion of cost to the Owner, amounts m)t in dispute may be included in Applications for Payment. The amount of credit to be allowed by the Contrac- tor to the Owner for a deletion or change which results in a net decrease in the Comract Sum shall be actual net cost as con- firmed 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 r~pect to that change. 7.3.8 If the Owner and Contractor do not agree with the adjustment in Contract Time or the method for determining it, the adjus[mem or the method shall be referred to the .M'chitect for determination. 7.3.9 When the Owner and Contractor agree with the deter- mination made by the Architect concerning the ad[~tmeots in the Contract Sum and Contract Time. or otherwise reach agree- ment upon the adjustments, such agreement shall be effective immediately and shall be recorded by preparation and execu- tion of an appropriate Change Order. A201-1987 15 7.4 MINOR CHANGES IN THE WORK 7.4.1 The Architect will have authority to order minor changes in the Work not involving adinstment 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 8.1 DEFINITIONS 8.1.1 Unless otherwise provided, Contract Time is the pedod of throe, including authorized adjustments, allotted in the Con- tract Documents for SubsrantiM Completion of the Work. 8.1.2 The date of commencement of the Work is the date established in the Agreement. The date shall not be postponed by the failure to act of the Contractor or of persons or entities for whom the Contractor is responsible. 8.1.3 The date of Substantial Completion is the date certified by the Architect in accorciance with Paragraph 9.8. 9.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. 8.2 PROGRESS AND COMPLETION 8.2.1 Time limits stated in che Contract Documems are of the essence of the Contract. By executing the Agreement the Con- tractor COnfirms that the Contract Time is a rc'~onable period for performing the Work, 8.2.2 The Contractor shall not knowingly, except by agree- ment or instr~ction of the Owner in writing, prematurely com- mence operations on the site or eisewbere prior to the effective date of insurance required fly Article 1 1 to be ~rnished by the Contractor, The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by a notice u) proceed given by the Owner, the Comractor shalI notify the Owner in writing not less than rive days or other agreed period ben)re commencing the Work to permit tile timely filing of mortgages, 9.2.3 The Contractor shall proceed expeditiously with ade- quate fi~rces and shall achieve Substantial Completion within 9.3 DELAYS AND EXTENSIONS OF TIME 8.3.1 If the Contractor is delayed at any time m progress of the employee of either, or of a separate contractor empk)yed by the Owner, or by changes ordered in the Work, or by labor disputes, fire. unusual delay in deliveries, unaw)idable casualties AR'HCLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM 9.1.1 The Contract Sum is stated in the Agreement and, includ- ing authorized ad]usmaents, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES 9.2.1 Before thc fi~st Application for Payment, the Contractor shall submit to the Architect a schedule of values allocated to various portions of the Work, prepared in such form and sup- ported by such data to substantiate its accuracy, as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a bo.sis for reviewing the Contractor's Applica- tions for Payment, 9.3 APPIJCATIONS FOR PAYMENT 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Applicatkm fi)r Payment for operations completed in accordance with the schedule of values. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided fi~r elsewhere in the Contract Documents. 9.3.1.1 Such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives hut not yet included in Change Orders. 9.3.1.2 Such applicatlims may not include requests r~)r pay- Subcontractor or material supplier because ora dispute or other 9.3.2 Unless otherwise provided in the Contract Documents. paymems shall he made on account o f maters'als arid equipment delivered and suitably stored at the site for subsequent incor- poration in the Work. If approved in advance By the Owner. payment ma}' similarly be made for materials and equipment suitably stored off the site at a [ocatlim agreed upon in writing. Payment lbr materials and equipcnent stored on or off the site shall he clmdinoned upon compliance by the Conrtactor with procedures satisfactory to the Owner to establish the Owner's tide to such materials and equipment or otherwkse protect the Owner's interest, and shall include applicable insurance. equipment stored off the site. 9.3.3 Tile Contractor warrants that title to ail Work covered by an Application k~r Payment will pass to thc Owner no later than upon suhminal 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, infomtation and belief, be fi'ee and provided labor, materials and equipment relating to the Work. 9,4 CERTIFICATES FOR PAYMENT 9.4.1 The Archi(ect will, within seven days after receipt of the Contractor's Application for Payment, either issue to the 16 A201-1987 Owner a Certificate for Payment, with a copy to the Contrac- tor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in pact as provided in Subparagraph 9.5.1. 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Mchitect to the Owner. based on the Architect's observations at the site and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowl- edge, information and belief, quality, of the Work is in accor- dance with the Contract Documents. The foregoing representa- tions are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable pdor to completion and to specific qualifications expreased by the .~-chitect. The issuance of a Certificate for Payment will l~rther constitute a representation that the Contractor ks entitled to payment in the amount certified. However, the issuance ora Certificate for Pay- ment will not be a representation that the Architect 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 fight to payment or (4) made examination to ascertain bow or for what purpose the Conlrac- tot bas used money previously paid on account of the Contract Sum. 9.5 DECISIONS TO WITHHOLD CERTIFICATION 9.5.1 Thd Architect may decide not to certify, payment and 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 opinion the representations to the Owner required by Subparagraph 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application. the Architect will notify the Contractor and Owner zs provided in Subparagraph 9.4.1. If the Contractor and Architect cannot agree on a revised annount, the Architect will promptly issue a Certificate for Payment for the amount for which the .~'chitect is able to make such representations to the Owner. The Archi- tect may als() decide not to certify payment or. because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previnusly issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss because of: .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicat- ing probable filing of such claims; .3 failure of the Contractnr to make payments prop- er[y to Subcontractors or ti)r labor, materials or equipment: .4 reasonable evidence that the Work cannot be com- pleted for the unpaid bMance of the Contract Sum; .8 'damage to the Owner or ano{her contractor: .8 reasonable evidence that the Work will not be com- pleted within the Contract Time. and that the unpaid balance would not be adequate to cover actual or Iiquidated damages for the anticipated delay; or .? persistent failure to carry, out the Work in accordance with the Contract Documents. 9,5.2 When the above reasons for withhdiding certification are removed, certification will be made for amounts previously withheld. 9.6 PROGRESS PAYMENTS 9,6.1 After the Architect has issued a Certificate for Payment, the Owner shall mare payment in the manner and within the time provided in the Contract Documents, and shall so notify' the Architect. 9.8.2 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 por- tion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments ro 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 similar manner. 9.6.3 The Architect will, on request, fiamish to a Subcontrac- tor, if practicable, information regarding percentages of com- pletion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of por- tions of the Work done by such Subcontractor. 9.$.4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor except a.s may otherwise be required by law. 9.6.6 Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6.2, 9.6.3 and 9.6.4. 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project By the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. 9.? FAILURE OF PAYMENT 9.7.1 If the Architect does not issue a Certificate for Payment. through no fault of the Contractor, within seven days after receipt of the ContracTor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount cer- tified Dy the Architect or awarded by arbitration, then the Con- tractor may. upon seven additional days' written notice to the Owner and Architect. stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, which shall be accomplished as provided in Article 7. 9.8 SUBSTANTIAL COMPLETION 9.8.1 Substantial Completion is the stage in the progress or' the Work when the Wort< or designated portion thereof is suffi- ciently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended U$¢. 9.8.2 When the Contractor considers that the Work. or a por- tion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected. The Contractor shall proceed promptly to com- plete and correct items on the list. Failure to include an item on such list does not alter the responsibility of the Cofitractor to complete ail Work in accordance with the Contract Docu- ments. Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or desig- WARNING: [Inllcansed photocopying v~Olates ;tLS. co~/dgflt faw~ and is sub,ct to legal prosecution. A201-1987 17 hated portion thereof is substantially complete. If the Archirect's inspection discloses ;my item, whether or not included on the Contractor's ~t, which is not in accordance with the requirements of the Contract Documents, the Contrac- tor shall, before issuance of the Certificate of Substantial Com- pletion, complete or correct such item upon notification by the Architect. The Contractor shall then submit a request for ;mother inspection by the Architect to determine Substantial Completion. When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion which shall establish the date of Sub- st;mtial Completion, shall establish responsibilities of the Owner ;md Contractor for secumy, maintenance, heat, utilities, damage to the Work ;md insur;mce, ;md shaft fl2( the time within which the Contractor shall finish all items on the list accomp;mying the Certificate. Warranties required by the Con- tract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Suhst;mtial Comple- tion. The Cemficate of Suhstandal Compiedon shall be sub- mitted to the Owner ;md Contractor for their written accep- t;mcr of responsibilities assigned to them in such Certificate. 9.8.3 Upon Subst;mtial Completion of the Work or designated portion thereof ;md upon application by the Contractor ;md certification by the Architect, the Owner shall make payment, reflecting adjustment in rerainage, if any, for such Work or por- tion thereof as provided in the Contract Doctunents. 9.9 PARTIAL OCCUPANCY OR U$£ 9.9.1 The Owner may occupy or use any completed or par- tiafly completed portion of the Work at ;my stage when such portion is designated by separate agreement with the Contrac- tor, provided such occup;mcy or use is consented to by the insurer as required under Subparagraph l 1.3.11 and authorized by public authorities having jurisdiction over the Work. Such partial occup;mcy or use may commence whether or not the portion is substantially complem, provided the Owner ;md Contractor have accepted in writing the responsibilities assigned to each of them for payments, remmage if any, secu- rity, mamten;mce, heat, utilities, damage to the Work and insur- ;mcr, ;md have agreed in writing concerning the pedod for cor- rection of the Work and commencement of warmnues required by the Contract Documents. When the Contmctor considers a portion subst;mtially complete, the Contractor shall prepare ;md submit a list to the Architect as provided under Subparagraph 9.8.2. Consent of the Contractor to partial occu- p;mcy' or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agree- merit between the Owner and Contractor or, if no agreement ks reached, by decision of the .axchitect. 9.9.2 Immediately prior to such partial occup;mcy or use, the Owner, Contractor ;md Architect shall jointly inspect the area to be occupied or portion of the Work to be used tn order to determine ;md record the condition of the Work. 9.10 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 Upon receipt of wdtten notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work accept- able under the Contract Documents ;md the Contract fully per- formed, the Architect will prompdy issue a final CertiFicate for Payment stating that to the best of the Architect's know[edge, information and belief, ;md on the basis of the Architect's observations ;md impectious, the Work has been completed in accordance with terms ;md conditions of the Contract Docu- mem.s ;md that the entire balance found to be due the Contrac- tor ;md noted in said f'mal Certificate is due ;md payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) ;m affidavit that payrolls, bills for materials and equipment, find other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (Iess amounts withheld by Owner) have been paid or otilerwise satisfied, (2) a certificate evidenc- ing that insurance required by the Contract Documents to remain in force after final payment is currently in effect ;md will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor krtows of no substantial reason that the thsurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety,, if ;my, to Final payment ;md (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases ;md waivers of liens, clatms, security interests or encumbrances arising our of the Contract, to the extent and in such fotrn as may be designated by the Owner. Ifa Subcon- tractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a Bond satisfactory to the Owner to indemmfy the Owner against such lien. If such Lien remains unsatisfied afzer payments are made, the Contractor shall refxmd to the Owner all money that the Owner may be compelled to pay in discharging such ~ien, including afl costs ;md reasonable attorneys' fees. 9.10.3 If, after Substantial Completion of the Work, final com- pletion thereof is materially delayed through no fault of the Contractor or by issuance of Ch;rage 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 com- pleted or corrected is less than retathage stipulated in the Con- tract Documents, ;md if bonds have been furnished, the written consent of surety to payment of the balance due rbr that por- tion of the Work fully completed ;md accepted shaft be submit- ted by the Contractor to the Architect prior to certification of such payment. Such payment shaft be made under terms ;md conditions governing final payment, except chat it shall not constitute a waiver of claims. The maRtng of final payment shaft constitute a waiver of claims by the Owner as provided in Sub- paragraph 4.3.5. 9.10.4 Acceptance of £mal payment by the Contractor, a Sub- contractor or material supplier shall constitute a waiver of droms by that payee except those prevtously made in writing ;md identified by that payee as ur~settled at the time of final Application for Payment. Such waivers shaft be in addition to the waiver described in Subparagraph 4.3.5. 18 A201-1987 ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 SAF=~ 'f PRECAUTIONS AND PROGRAMS 10.1.1 The Contractor shall be responsible for Inidaring, rnam- mining ~nd supervising ail safety precautions and programs in connection with the performance of the Contract. 10.1.2 In the event the Contractor encountets on the site mateciml reasormbly believed to be asbestos or polychiorinated hiphenyl (PCB) which has not been rettdered harmless, the Contractor shaft immediately stop Work in the are= affected and report the condition to the Owner and Architect in writing, The Work In the affected area shaft not thereafter be resumed except by written agreement of the Owner and Contractor if In fact the mater~fl is asbestos or poiychlorinared biphenyi (PCB) :md has not been rendered harmless, The Work in the :fffected area shall be resumed in the absence of asbestos or polychlori- n~red biphenyi (PCB), or when it has been rendered h;m-niess, accordance with final determination by the Architect on which 10.1.3 The Contractor shall not be required pursuant to Article 7 to perform without consent any Work relating to asbestos or polychlormared biphenyl (PCB). 10.1.4 To the f~llest extent permitted by law, the Owner shall indemnify, and hold harmless the Contractor, Architect, Archi- rect's consultants and agents and employees of any of them from and against clain~s, damages, losses and expenses, includ- ing but not limited to attorneys' fees, arising out of or resulting from performance of'the Work in the affected area if in fact the material is asbestos or polychlorinated biphenyl (PCB) and not been rendered harmless, provided that such claim, damage, loss or expense is atmhutable to bodily injury, sickness, dise:me or death, or to injury' to or destruction of tangible property (other than the Work itself) including loss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Owner, anyone direcfly or indirectly employed by the Owner or anyone tbr whose acts the Owner may be liable, regardless of whether or not such claim, drayage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Subparagraph 10.1.4. 10.2 SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shall tare reasonable precautions for s~ety of, and shall provide reasonable protection to prevent damage, injury or Dss to: .1 employees on the Work and other persons who may be affected thereby; .2 the Work and m:!teri'.fls and equipment to be incorpo- rated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub-subcontrac- tors; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and uulities not designated for removal, relo- cation or ~pl~cemenr in the course of cor~tmction. 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. 10.2.:1 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reason- able safeguards for safety and protection, including posting danger signs and other warnings against haz~cis, promulgating safety regulations and notifying owners and users of adiacent sites and utilities. 10.2.4 When use or storage of e.'cplosives or other hazardous materials or equipment or unusual metho~ are necessary' for exeoation of the Work, the gontractor shall e.xercise utmost care and carry on such activities under supervision of properly qualified personnel. 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 Clauses 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 direcfly 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 Clauses 10.2.i.2 mad 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or inciirectly 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 Paragraph 3.18. 10.2.6 The Contractor sha~l 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 hy the Contractor in writing to the Owner and Architect. 10.11.1 The Contractor shaft not load or permit any parr of the construction or site to be loaded so as to endanger its safety. 10.3 EMERGENCIES 10.3.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to pre- vent threatened -damage, injury or loss. Additional compensa- tion or extension of time claimed by the Contractor on account of an emergency shall he determined as provided in paragraph 4.3 and Article 7. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S LIABILITY INSURANCE 11.1.1 The Contractor shall purc 'h~ from and maintain in a company or companies lawfully authorized to do business in the iudsdiction 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' or workmen's compensation, dk~bflity benefit and other stmilar employee tx:nefit acts w~ch are appilcaDle to the Work to be performed: Al~ DOC/JMENT A201 · GENEP. SL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION · FOURTEENTH EDITION WARNING: Llnilcen~e~l photocol~ying violate~ LL~, copyright lawa and ia ~ubiect to legal A201-1987 19 .2 claims for damages bet-ause of bodily injury,, occupa- tional sickness or disease, or death of the Contractor's employees; .3 claims for damages because of bodily injury., sick~ess or disease, or death of any person other than the Con- tractor's employees; .4 claims for damages insured by usual personal iniury liability coverage which are sustained (I) by a person as a result of an offense directly or indirectly related to employment of such person by the Contractor, or (2) by another person; .5 claims for dm'nages, other than to the Work itself, because of iniury to or destruction of tangible prop- erty, including loss of use resulting therefrom; .6 claims for damages because of bodily injury., death of a person or property damage arising out of owner- ship, maintenance or use of a motor vehicle; and .7 claims involving contractual liability insurance appli- cable to the Contractor's obligations under Paragraph 3.18. 11.1.2 The insurance required by Subparagraph 11. I. 1 shall be wnnen for not less than limits of liability specified in the Con- tract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or clatrus-made b~is, 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 main- tained after final vayment. 11.1.3 Certificates of k~urance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These Certificates and the insurance policies required by this Paragraph 11.1 shall contain a provision that coverages afforded under the policies will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. if any of the foregoing insurance coverages are required, to remain in force after final payment and are reason- ably av::ulable, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Subparagraph 9.10.2. Information concerning reduction of coverage shall be furnished by the Contractor with reasonable promptness in accordance with the Contractor's information and belief. 11.2 OWNER'S LJAEILITY INSMRANCE 11.2.1 The Owner shall be responsible for purchusing and maintmning the Owner's usual liability insurance. Optionally, the Owner may purchase and maintain other insurance for self- protecoon agmnst claims which may anse from operations under the Contract. The Contractor shall not be responsible for purchasing and maintaining this optional Owner's liability insurance unless specifically required by the Contract Documents, 11.3 PROPERTY INSURANCE 11.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdictkm in which the Project is located, property insurance in the amount of the initial Con- tract Sum as well as subsequent modifications thereto for the entire Work at the site on a replacement cost basis without vol- untary deductibles. Such property insurance shall be main- tained, unless otber~,'ise 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 promded in Paragraph 9.10 or until no person or entity other than the Owner h~ mn insurable interest in the property required by this paragraph 11.3 to be covered, whichever is exrlier. This insurance shall include interests of the Owner, the Contractor, Subcontsactors and Sub-subcontractors in the Work. 11.3.1.1 Property. insurance shall be on an ali-dsk policy form and shall insure ag:mast the perils of fire and extended coverage and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, false- work, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shaft cover reasonable compensation for Architect's services and e:cpensea required as a result of such insured loss. Coverage for other perils shall not be required unless otherwise provided in the Contract Documents. 11.3.1.2 If the Owner does not intend to purchase such prop- erty insurance required by the Contract and with all of the coverages in the amount described above, the Owner shaft 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 Contrac- tnt is damaged by the failure or neglect of the Owner to pur- chase or maintain insurance as described above, without so notifying the Contractor, then the Owner shall be-~ MI red.son- able costs properly attributable thereto. 11.3.1.3 if the property, insurance requi~es minimum deducti- bles and such deductibles axe identified in the Contract Docu- ments, the Contractor shaft pay costs not covered because of such deductibles. If the Owner or insurer increo.ses the required minimum deductibles above the amounts so identified or if the Owner elects to purchase thks insurance with voluntary deduc- tible amounts, the Owner shall be responsible for payment of the additional costs not covered because of such increased or voluntary deductibles. If deductibles axe not identified in the Contract Documents, the Owner shall pay costs not covered because of deductibles. 11.3.1.4 Unless otherwise provided in the Contract Docu- ments, tills property insurance s -hall cover portions of the Work stored off the site 'after written approval of the Owner at the value established in the approval, and also portions ot' the Work in transit. 11.3.2 Boiler and Machinery Insurance. Thc Owner shall purchase and maintain boiler and machinery' insurance required by the Contract Documems or by law, which shalI specifically cover such insured ohiects during installation and until final acceptance by the Owner; this insurance shatl include interests of the Owner, Contractor, Subcontractors and Sub- subcontractors in the Work. and thc Owner and Contractor shall be named insurers. 11.a.3 ko.sa ot tls~ Insurance. The Owner. at the dr.-net's optton, may purchase and maintain such insurance as will ~nsure the Owner against loss of u.se of the Owner's property due to fire or other blare-ds, however caused. Tile Owner wmves ail rights of action against the Contractor for ioss of use of the Owner's property, including consequential losses due Id 11.3.4 If the Contractor requests in writing that insurance for r~sks other than those described herein or for other special haz- arda be included in the property insurance policy, the Owner shaft, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. 20 A201-1987 WARNING: Unlicensed phot~:opying violates U.S. copyrfght laws and is aurae(= to legal pr=~e~uflon. 11.3.5 if during the Project construction period the Owner insures properties, real or persoml or both, adjoining or adja- cent to the site by propere/insurance under policies sega'ate from those insuring the Project, or if after final payment prop- erg,, insurance is to be provided on the completed Project through a policy or policies other than those insuring the Proj- ect during the construction period, the Owner shall waive all nghrs in accordance with the terms of Subparagraph ll.3.7 for dar~ges c~used by fire or other perils covered by this separate property insurance. All sep:h'~te policies sh~ provide this waiver of subrogation by endorsement or otherwise. 11.3.6 Before an exposure to loss may occur, the Owner shall fide with the Contractor a copy of each policy that includes in$urance coverages required by this Paragraph 11.3. Each policy shall contain ail generally applicable conditions, defini- tions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be cancelled or allowed to expire until at least 30 days' pdor writ- ten notice has been g~ven to the Contractor. 11.3.7 Waivers of Subrogation. The Owner and Contractor waive all dghts against (1) each other and any of their subcon- tractors, sub-subcontractors, agents and empinyecs, each of the other, and (2) the Architect, Architect's consultants, separate contractors described in Article 6, if any, and any of their sub- contractors, sub-subcontractors, agents and employees, for damages caused by fire or other perils to the extent covered by property insurance obtained pursuant to this Paragraph 11.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in Article 6, if any, and the subcontrac- tors, sub-subcontractors, agents and employees of any of them, by approprmte agreements, written where legally required for validity, similar walvess each in favor of other parties enum- erated herein. The policies shall provide such waivers of subro- gation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that per- son or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurmace premium directly or indirectly, and whether or not the person or entity had ma insurable interest in the property dmmaged. 11.3.8 A loss insured under Owner's property insurance shall he 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 Subparagraph 11.3.10. The Contractor shall pay Subcontractors their just shares of irmurance 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. 11.3.9 If required in wddng by a party in interest, the Owner as fiduciarT shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account pro- reeds so received, which the Owner shall distribute in accor- dance w~th 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 Paragraph 4.5. [f after such loss no other special agreemem is made, replacement of dam- aged property shall be covered by appropriate Change Order. 11.3.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power; if such objecraon be made, arbitrators shall be chosen as provided in Paragraph 4.5. The Owner as fiduciary, shall, in that case, make settlement with insurers in accordance with directions of such arbitrators. If distribution of insurance proceeds by arbitration is required, the arbitrators will direct such distribution. 11 .$.11 Partial occupancy or use in accordance with Paragraph 9.9 shall not commence until the insurance company or com- panies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. 11.4 PERFORMANCE BOND AND PAYMENT EOND 11.4.1 The Owner shall have the fight to require the Contrac- tor to Mmish bonds covering falthf~tl performance of the Con- tract and payment of obligations arising thereunder as stipu- lated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. 11.4.2 Upon the request of any person or emity appearing to be a potennsl beneficiary of bonds covering payment of obliga- tions arising under the Contract, the Contractor shall promptly Mrnish a copy of the bonds or shall permit a copy to be made. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 If a portion of the Work is covered contrary- to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Architect. be uncovered t~)t the .~'chitect's observation and be replaced at the Contractor's expense without change in the Contract Time. 12.1.2 If a portion of the Work has been covered which the Architect has not speciflcMly requested to obseP.'e prior to its being covered, the Architect may request to see such Work and it shall be uncovered By the Contractor. [f such Work is in accordance with the Contract Documents, costs of uncover- ing and replacement shall, by appropriate Change Order. be charged to the Owner. [f such Work ks not in accordance with the Contract Documents, the Contractor shall pay such costs unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. 12.2 CORRECTION OF WORK 12.2.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documems, whether observed befi~re or al~er Substantial Completion and whether or not fabricated, installed or completed. The Contractor shall bt-ar costs of correcting such rejected Work. including additional testing and inspec- tions and compensation for the .~'chitect's services and expenses made necessary thereby 12.2.2 IL within one year al~er the date of Substantial Comple- tion of the Work or designated portion thereof, or after the date A201-1987 21 for commencement of warranties established under Sub- paragraph 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 requtremenrs of the Contract Documents, the Contractor shall correct it prompdy after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written accep- tance of such condition. This period of one year shall be extended with respect to portions of Work first performed a~er Substantml Completion by the period of time between Substan- tial Completion and the actnal performance of the Work. This obligation under this Subparagraph 12.2.2 shall survive accep- tance of the Work under the Contract and termination of the Contract. The Owner shall give such notice promptly a~ter dis- cover5, of the condition. 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 Documerfts and are neither corrected by the Contractor nor accepted by the Owner. 12.2.4 If the Contractor falls to correct nonconforming Work within a ressonable time, the Owner may correct it in accor- dance with Paragraph 2.4. If the Contractor does not proceed with correction of such nonconforming Work within a reason- able time fL:ced by written notice from the Architect, the Owner may remove it and store the salvable materials or equipment at the Contractor's expense. If the Contractor does not pay costs of such removal and storage within ten clays after written notice, the Owner may upon ten additional days' written notice sell such materials and equipment at auction or at private sale and shMi account for the proceeds thereof, after deducting costs and damages that should have been borne by the Con- tractor, including compensation for the Architect's services and expenses made necessary thereby. If such proceeds of sale do not cover costs which the Contractor should have borne, the Contract Sum shall be reduced by the deficiency,. If payments then or thereafter due the Contractor are not sufficient to cover such arnount, the Contractor shall pay the difference to the Owner. 12.2.5 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 Con- tract Documents. 12.2.6 Nothing contained in this Paragraph 12.2 shall be con- strued to establish a period of limitation with respect to other obligations which the Contractor might have under the Con- tract Documents. E.srablLshment of the time period of one year as described in Subparagraph 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the tune within which the obligation to comply with the Contract Documents may be sought to be enforced. nor to the time within which proceeding~ may be commenced to establish the Contractor's liability with respect to the Con- tractor's obligations other than specifically to correct the Work. 12.3 ACCEPTANCE OF NONCONFORMING WORK 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 cor- rection, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has Been made. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 GOVERNING I. AW 13.1.1 Thc Contract shalJ be goveroed by the law of the place where the Project is located. 13.2 SUCCESSORS AND ASSIGNS 13.2.1 The Owner and Contractor respec:ively bind them- selves, their partners, successors, assigns and legal representa- tives 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 Con- tract Documents. Neither party to the Contract shMi assign the Contract ~s 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. 13.3 WR;r ten NOTICE 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 firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent By' registered or certified maiI to the last business address known to the party giving notice. 13.4 RIGHTS AND REMEDIES 13.4.1 Duties a_nd obligations imposed by the Contract Docu- ments and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights Nd remedies otherwise imposed or available by la.e.-, 13.4.2 No action or failure to act by the Owner, Architect or Contractor sha~l constitute a waiver of a dght or duty afforded them under the Contract. nor shall such action or ~allure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. 13.5 TESTS ANn INSPECllONS 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordi- nances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless other- wise provided, the Contractor shMl make arrangements for such tests, inspections and approvals with an independent test- ing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall hear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspec- tions are to be made so the AJ'chitect may odserve such proce- dures. The Owner shall bear costs of tests, inspections or approvals which do not become requirements until after bids are received or negotiations concluded. 13.8.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require addi- tional testing, inspection or approval not included under Sub- paragraph 13.5. I, the A~chirect will, upon wrnten 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 umely notice to the Architect of when and where tests and inspectious are to be made so the Architect may observe such procedures. 22 A201-1987 The Owner shaft bear such costs except as provided in Sub- paragraph 13.5.3. 13,8,3 If such procedures for testing, inspection or approval under Subparagraphs 13.5.[ and 13.5.2 reveai failure of the portions of the Work to comply with requirements established by the Contract Documents, the Contractor shaft bear afl costs made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses. 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. 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 ut' testing. 13.5.E Tests or inspections conducted pursuant to the Con- tract Documents shaft '0e made promptly to avoid unreasonable delay in the Work. 13.6 INTEREST 13.6.1 Payments due and unpaid under the Contract Docu- ments shaft 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. 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD 13.7.1 As between the Owner and Contractor: .1 tnefore Sul:~tantialCompletion. Astoactsor failures to act occurring prior to the relevant date of Substan- tim 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 ail events not later than such date of Substantial Completion; .2 Between Substantial Completion and Final Ce~h~ cate for Payment...~ to acts or failures to act occur- ring subsequent to the relevant date of Substantial Completion and prior to issuance of the FmaJ Certifi- cate for Payment, any applicable statute of limitations shaft 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 After Final Certificate for Payment. A~ to acts or failures to act occurring after the relevant date of issu- ance of the final Certificate ['or Payment, any appli- cable statute of limitations shall commence to run and any afleged cause nf 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 Paragraph 5.5. the date of any correction of the Work or failure to correct the Work by the Contractor under Paragraph 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, whtchever occurs last. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERMINATION BY THE CONTRACTOR 14.1.1 Thc Contractor may terminate thc Contract if thc Work is stopped for a period of 30 days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor, for any of the following reasons: · 1 issuance of an order of a court or other public author- ity having jurisdiction; .9 an act of government, such as a declaration of national emergency, maldng material unavailable; .3 because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the re0aon for withholding certification as provided in Subparagraph 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; .4 if repeated suspensions, delays or interruptions by the Owner as described in Paragraph I4.3 constitute in the aggregate more than 100 percent of the total num- ber of days scheduled for completion, or 120 days in any 365<lay period, whichever is less; or .$ the Owner has failed to ~urrUSh to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Subparagmph 2.2. I, 14.1.') If one of the above reasons exists, the Contractor may, upon seven additional 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. 14.1.3 If the Work is stopped for a period of 60 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 ~ulfill the Owner's obligations under the Contract Documents with respect to matters impor- tans 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 Subparagraph 14.1.2. 14.2 TERMINATION BY THE OWNER FOR CAUSE 14,2.1 The Owner may terminate the Contract. if the Contractor: .1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper mateslais: .9 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Su~comractots; .3 persistently disregards laws, ordinances, or hales, reg- ulations or orders of a public authority having luns- diction; or .4 otherwise is guilty of substantial breach ufa provision of the Contract Documents. 14,2.2 When :my of the above reasons exist, the Owner, upon cerofication by the Architect that sufficient cause ex~ts to ju.s- A201-1987 23 tffy. such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and tBe Contractor's surety, if any, seven days' written notice, termi- nate employment of the Contractor and may, subiect to any prior rights of the surety.: .1 take possession of the site and of all materials, equip- merit, tools, and construction equipment and machin- ery thereon owned by the Conmactor; .2 accept assignment of subcontracts pursuant to Pasa- graph 5.4; and .3 finish the Work by whatever reasonable method the Owner may deem expedient. 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Subparagraph 14.2.1, the Contractor shall not be entitled to receive f~rther payment until the Work is f'mlshed. 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of F. nlshing the Work, including compensation for the Archi- tect's service~ and expenses made necessary thereby, such exce~s shall be paid to the Contractor. [f such costs exceed the unpaid balance, the Contractor sllall pay the difference to the Owner. The amount to Be prod to the Contractor or Owner, as the rose may Be, shall be certified by the Mchitect, upon appli- cation, and this obligation for payment shall survive termina- tion of the Contract. 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in par~ for such period of time a.s the Owner may determine. 14.3.2 An adjustment shall be made for incre=ses in the cost of performance of the Contract, including profit on the thcreased cost of performance, caused by suspension, delay or interrup- tion. No adjustment shall be made to the extent: .1 that performance is, was or would have been so sus- pended, delayed or interrupted by another cause for which the Contractor ks responsible; or .2 that an equitable adjustment ks made or denied under another provision of this Contract. 14.3.3 Adjustments made in the cost of performance may have a mutually agreed f'Lxed or percentag~ fee. 24 A201-1987 SUPPLEMENTARY GENERAL CONDITIONS The following supplements modify, change, delete from or add to the "General Conditions of the Contract for Construction", A.I.A. Document A 201-1987 Edition. Where any Article of the General Conditions is modified or any paragraph, subparagraph or clause thereof is modified or deleted by these supplements, the unaltered provisions of that Article, paragraph, subparagraph, or clause shall remain in effect. ARTICLE 1 through ARTICLE 10 No Change ARTICLE 11 - INSURANCE AND BONDS 11.1 Contractor's Liability Insurance. 11.1.1 In the first line following the "maintain", insert the words, "in a company or companies licensed to do business in the state in which the project is located." 11.1.1 ADD: .7 Liability insurance shall include all major divisions of coverage and be on a comprehensive basis including: (1) (2) (3) (4) (5) (6) Premises - Operations Independent Contractors Protective. Products and Completed Operations. Contractual-including specified provision for the Contractor's obligations under Paragraph 4.18. Owned, non-owned, and hired motor vehicles. Broad form coverage for property damage. 11.1.2 ADD: ... The Contractor shall furnish insurance with the following minimum limits: · 1 Workers' Compensation State and Federal: Statutory Employer's Liability $100,000. STATE STREET BULKHEAD REPLACEMENT H-1 .2 .3 Comprehensive General Liability (Including Premises - Operations; Independent Contractor's Protective; Products and Completed Operations; Broad form Property Damage): Bodily Injury: $1,000,000 Each Occurrence - $1,000,000 Aggregate, Products and Completed Operations. Property Damage: $ 250,000 Each Occurrence $ 250,000 Aggregate Products and Completed Operations Insurance shall be maintained for a minimum period of one year after final payment and contractor shall continue to provide evidence of such coverage to the Town on an annual basis during the Aforementioned period. Property Damage Liability Insurance shall include Coverage for the following hazards: C (collapse), U (underground). e. Contractual Liability (Hold Harmless Coverage): Personal Injury, with Employment Exclusion deleted: $1,000,000 Aggregate. Comprehensive Automobile Liability (owned, non-owned, hired): Bodily Injury: $1,000,000 Each Person $1,000,000 Each Accident b. Property Damage: $ 250,000 Each Occurrence ARTICLE 12 through ARTICLE 14 No Changes END OF SECTION STATE STREET BULKHEAD REPLACEMENT H-2 GENERAL RELEASE (To be submitted with requisition for Final Payment) KNOWN ALL MEN BY THESE PRESENTS, that (Contractor) for and in consideration of the sum of lawful money of the United States of America, to it in hand paid by: (Owner/Contracting Agency) Have remised, released, quit-claimed, and forever discharged, and by these presents do for its successors and assigns remise, release, and forever discharge the said (Owner/Contracting Agency) and its successors and assigns and administrators, of and from any and all manner of action and actions, cause and causes of action, suits, debts, dues, sum and sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, patents, extents, executions, claims and demands whatsoever in law and equity, which against the said , and (Owner/Contracting Agency) JAMES A. RICHTER, R.A., now have or which heirs, executors, or administrators hereafter can, shall, or may have, for upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the day of the date of these presents rising out of the construction, in accordance with the contract entered into between parties hereto, dated: supplements thereto. ,19 and any admittance or IN WITNESS THEREOF, the undersigned corporation has caused this agreement to be signed by its and its corporate seal to be hereto affixed and duly attested by its __ this day of ,19 __ Attest: Principal: STATE STREET BULKHEAD REPLACEMENT K-1 PREVAILING WAGE RATES ATTACHMENT WAGE DETERMINATION for BULKHEAD REPLACEMENT at STATE STREET - Skipper's Lane ORIENT NEW YORK 11957 STATE STREET BULKHEAD REPLACEMENT L-1 NON-DISCRIMINATION CLAUSE During the performance of this contract, the contractor agrees as follows: The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin, and will rake affirmative action to insure that they are afforded equal employment opportunities without discrimination because of race, creed, color, or national origin. Such action shall be taken with reference, but not limited to: recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, rates of pay or other forms of compensation, and selection for training or retraining, including apprenticeship and on-the-job training. The contractor will send to each labor union or representative of workers with which ne has or is bound by a collective bargaining or other agreement or understanding, a notice, to be provided by the Commission of Human Rights, advising such labor union or representative of the Contractor's agreement under clauses "a." through "h." hereinafter called "non-discrimination clauses", and requesting such labor union or representative.to agree in writing, whether in such collective bargaining or other agreement or understanding or otherwise, that such labor union or representative will not discriminate against any member or applicant for membership because of race, creed, color, or national origin, and will rake affirmative action to insure that they are afforded equal membership opportunities without discrimination because of race, creed, color, or national origin. Such action shall be taken with reference, but not be limited to: recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, rates of pay, or other forms of compensation, and selection for training or retraining including apprenticeship and on-the-job training. Such notice shall be given by the Contractor, and such written agreement shall be made by such labor union or representative, prior to the commencement of performances of this contract. If such a labor union or union representative fails or refuses so to agree in writing, the Contractor shall promptly notifl/the Commission for Human Rights of such failure or refusal. The Contractor will post and keep posted in conspicuous places, available to employee and applicants for employment, notices to be provided by the Commission for Human Rights setting forth the substance of the provision of clauses "a." and "b." and such provisions of the State's Laws against discrimination as the Commission for Human Rights shall determine. The Contractor will state, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, that all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, or national origin. STATE STREET BULKH~D REP~CEMENT M-1 The Contractor will comply with the prevision of Sections 291-229 of the Executive Law and the Civil Rights Law, will furnish all information and reports deemed necessary by the Commission for Human Rights under these non-discrimination clauses as such sections of the Executive Law and will, permit access to his books, records, and accounts by the Commission for Human Rights, and the Owners representatives / counsel for the purposes of investigation to ascertain compliance with these non-discrimination clauses and such sections of the Executive Law and Civil Rights Law. This Contract may be forthwith canceled, terminated, or suspended in whole or in part, by the contracting agency upon the basis of a finding made by the Commission of Human Rights that the Contractor has not complied with these non-discrimination clauses, and the Contractor may be declared ineligible for future contracts made by or on behalf of the Owner/Contracting Agency until he satisfied the Commission for Human Rights that he has established and is carrying out a program in conformity with the provisions of these non-discrimination clauses. Such finding shall be made by the Commission for Human Rights after conciliation efforts by the Commission have failed to achieve compliance with these non-discrimination clauses and after a verified complaint has been filed with the Commission, notice thereof has been given to the Contractor and an opportunity has been afforded him to be heard publicly before three members on the Commission. Such sanctions may be imposed and remedies otherwise provided by law. If this Contract is canceled or terminated under clause "f.", in addition to other rights of the Owner provided in this contract upon its breach by the Contractor, the Contractor will hold the Owner Harmless against any additional expenses or costs incurred by the Owner in completing the work or in purchasing the services, material equipment, or supplies contemplated by this contract, and the Owner may withhold payments from the contractor in an amount sufficient for this purpose and recourse may be had against the surety on the performance bond if necessary. The Contractor will include the provisions of clauses "a.", through "g." in every subcontract or purchase order in such a manner that such provisions will be binding upon each subcontractor or vendor as to operations to be performed within jurisdictional local of the Project being contracted by the Owner. The Contractor will take such action in enforcing such provisions of such subcontract or purchase as the Owner/Contracting Agency may direct, including sanctions or remedies for non- compliance. If the Contractor becomes involved in or is threatened with litigation with a sub-contractor or vendor as a result of such direction by the Contraction Agency/Owner, the Contractor shall promptly so notify the Owner's representatives/ counsel, request him to intervene and protect the interests of the Owner (Contracting Agency's jurisdictional area). STATE STREET BULKHEAD REP~CEMENT M-2 COMPLIANCE WITH THE LABOR LAW AND OTHER DEPARTMENT OF LABOR REGULATIONS STATE REGULATIONS: The Contractor shall comply with the applicable provisions of the "Labor Law* as amended, of the State of New York. This Contract shall be void unless applicable sections of said Labor Law are complied with. Each and every provision of law and clause required by law to be part of this Contract shall be deemed to be included herein and this Contract shall be read and enforced as though it were included herein, and, if through mere mistake or otherwise any such provision is not included, then upon the application of either party hereto, the Contract shall forthwith be physically amended to make such inclusion. Specifically, Section 220-E, of the Labor Law, as so amended, prohibits in contracts, diecdmination on account of race, creed, color, or national origin in employment of citizens upon public works. There may be deducted from the amount payable to the Contractor by the Owner under this Contract a penalty of five ($5.00) dollars for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of said paragraph, this Contract may be canceled or terminated by the Owner and att monies due or to become due hereunder may be forfeited. FEDERAL REGULATIONS: 1. CERTIFICATION OF NONSEGREGATED FACILITIES. By the submission of this bid, the bidder, offeror, applicant, or subcontractor certifies that he does not maintain or provide for his employees any segregated facilities at any of his establishments, and that he does not permit his employees to perform their services at any location, under his control, where segregated facilities are maintained. He certifies further that he will not maintain or provide for his employees any segregated facilities at any of his establishments, and that he will not permit his employees to perform their services at any location, under this control, where segregated facilities are maintained. The bidder, offerer, applicant, or subcontractor agrees that a breach of this certification is a violation of the Equal Opportunity clause in his contract. As used in this certification, the term "segregated facilities" means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, time clocks, locker rooms and other storage or dressing areas, parking lots, ddnking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, creed, color, or national origin, because of habit, local custom, or otherwise. He further egrees that (except where he has obtained identical certifications from proposed subcontractors for specific time pedods) he will obtain identical certifications from proposed subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity clause; that he will retain such certifications in his files; and that he will forward the following notice to such proposed subcontractors (except where the proposed subcontractors have submitted identical certifications for specific time periods): STATE STREET BULKHEAD REPLACEMENT N-1 "During (1) (2) (3) (4) (5) (6) NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR CERTIFICATIONS OF NON SEGREGATED FACILITIES. A certification of Nonsegregated Facilities must be submitted prior to the award of a subcontract exceeding $ 10,000 which is not exempt from the provisions of the Equal Opportunity clause. The certification may be submitted either for each subcontract or for all subcontracts during a period (i.e. quarterly, semiannually, or annually). NOTE: The penalty for making false statements in offers is prescribed in 18 U.S.C. 1001. the performance of this contract", the Contractor agrees as follows: The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, or national odgin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiecdmination clause. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that ail qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin. The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers representative of the contractor's commitments under Section 202 of Executive Order No. 11245 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor will comply with ail provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, and regulations, and relevant orders of the Secretary of Labor. The contractor will fumish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for the purposes of investigation to ascertain compliance with such rules, regulations, and orders. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11245 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. STATE STREET BULKHEAD REPLACEMENT N-2 (7) The contractor will include the provisions of Paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vender. The contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States." FEDERAL PROCUREMENT REGULATIONS EQUAL OPPORTUNITY IN EMPLOYMENT 1-12.805.4 Reports and Other Reouired Information (a) Requirements for prime contractors and subcontractors. (1) Each agency shatl require each pdme contractor and each prime contractor and subcontractor shall cause its subcontractors to file annually, on or before March 31, complete and accurate reports on Standard Form 100 (EEO-1) promulgated jointly by the Office of Federal Contract Compliance, the Equal Employment Opportunity Commission, and Plans for Progress, or on such form as may hereafter be promulgated in its place, if such pdme contractor or subcontractor (I) is not exempt from the provisions of this Sub-part 1-12.8 in accordance with 1-12.804; (ii) has 50 or more employees; (iii) is a prime contractor or first-tier subcontractor; and (iv) has a contract, sub-contract, or purchase order amounting to $ 50,000 or more, or serves as a depository of Government funds in any amount, or is a financial institution which is an issuing and paying agent for U.S. savings bonds and savings notes: Provided, that any subcontractor below the first tier which performs construction work at the site of construction shall be required, to file such a report if it meets the requirements in subdivisions (I), (ii), and (iv) of this paragraph (a) (1). (2) Each person required by subparagraph (1) of this paragraph to submit reports shall file such a report with the contracting or administering agency within 30 days after the award to him of a contract or subcontract, unless such person has submitted such a report within 12 months preceding the date of the award. Subsequent reports shalJ be submitted annually in accordance with subparagraph (1) of this paragraph, or at such other intervals as the agency or the Director may require. The agency, with the approval of the Director, may extend the time for filing any report. (3) The Director, the agency, or the applicant, on their own motions, may require a pdme contractor to keep employment or other records and to furnish in the form requested, within reasonable limits, such information as the Director, agency, or the applicant deems necessary for the administration of the Order. (4) The failure to file timely, complete, and accurate reports, as required, constitutes noncompliance with the pdme contractor's or subcontractor's obligations under the Equal Qpportunity clause and is a ground for the imposition by the agency, the Director, an applicant, pdme contractor or subcontractor, of any sanction authorized by the Order and the regulations in this sub-part. Any such failure shall be reported in writing to the Director by the agency as soon as practicable after it occurs. STATE STREET BULKH~D REPLACEMENT N-3 1-12.805.4 Reports and Other Required Information (b) Requirements for bidders or prospective contractors. (1) (2) (3) Each agency shaft require each bidder or prospective pdme contractor and proposed subcontractor, where appropriate, to state in the bid or at the outset of negotiations for the contract whether it has participated in any previous contract or subcontract subject to the Equal Opportunity clause; and, if so, whether it has filed with the Joint Reporting Committee, the Director, an agency, or the former President's Committee on Equal Employment Opportunity, all reports due under the applicable filing requirements. The statement shatl be in the form of a representation by the bidder or offeror substantially as follows: "The bidder (or offeror) represents that he ( ) has, ( ) has not, participated in a previous contract or subcontract subject to the Equal Opportunity clause herein, or the clause originally contained in section 301 of Executive Order No. 10925, or the clause contained in section 201 of Executive Order No. 11114; that he ( ) has, ( ) has not, flied all required compliance reports; and that representations indication submission of required compliance reports, signed by proposed subcontractors will be obtained prior to subcontract awards." (The above representation need not be submitted in connection with contracts or subcontracts which ara exempt from the clause.) When a bidder or offeror fails to execute the representation, the omission shall be considered a minor informality and the bidder or offeror shall be permitted to satisfy the requirement prior to award. In any case in which a bidder or prospective pdme contractor or proposed subcontractor, which participated in a previous contract of subcontract subject to Executive Orders No. 10925, 11114, or 11246, has not filed a report due under the applicable filing requirements, no contract or subcontract shall be awarded, unless such contractor submits a report covering the delinquent pedod or such other period specified by the agency or the Director. A bidder or prospective pdme contractor or proposed subcontractor shall be required to submit such information as the agency or the Director requests prior to the award of the contract or subcontract When a determination has been made to award the contract or subcontract to a specific contractor, such contractor shale be required, pdor to award, or after the award, or both, to furnish such other information as the agency, the applicant, or the Director requests. ( c ) Use of reports. Reports filed pursuant to this 1-12.805.4 shall be used only in connection with the administration of the Order, the Civil Rights Act of 1964, or in furtherance of the purposes of the Order and said Act. STATE STREET BULKHEAD REP~CEMENT N-4 (d Acquisition of Report Forms. Standard Form 100 is available in all GSA supply depots. Copies of the form may be obtained from GSA through the contracting or administering agency. The stock number for the form is as follows: Standard Form No. Stock Number Title 100 7540-926-2049 Equal employment opportunity employer information report. 1-12.805.4 PROCUREMENTSTANDARDS Alt contracts for construction or repair shall include a prevision for compliance with the Copeland "Anti-Kick Back" Act (18 U.S.C. 874) as supplemented in Department of Labor Regulations (29 CFR, Part 3). This Act provides that each Contractor shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. The Grantee shall report all suspected or reported violations to the Grantor Agency. Where applicable, all Contracts awarded in excess of $ 2,000 for construction contracts and in excess of $ 2,500 for other contracts which involve the employment of mechanics or laborers shall include a provision for compliance with Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor Regulations (29 CFR, Part 5). Under Section 103 of the Act, each Contractor shatl be required to compute the wages of every mechanic and laborer on the basis of a standard work day of _8 hours and a standard work week of 40 hours. Work in excess of the standard work day or work week is permissible provided that the worker is compensated at a rate of not less than 1-1/2 times the basic Rate of pay for all hours worked in excess 8 hours in any calendar day or 40 hours in the work week. Section 107 of the act is applicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous, ro dangerous to his health and safety as determined under construction, safety, and health standards promulgated by the Secretary of Labor. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. STATE STREET BULKHEAD REP~CEMENT N-5 Each contract of an amount in excess of $ 2,500 awarded by a Grantee or Subgrantee shall provide that the recipient will comply with applicable regulations and standards of the Cost of Living Council in establishing wages and prices. The provision shall advise the recipient that submission of a Bid or offer or the submittal of an invoice or voucher for property, goods, or services furnished under a contract or agreement with the Grantee shall constitute a certificetion by him that amounts to be paid do not exceed maximum allowable levels authorized by the Cost of Living Council regulations or standards. Violations shal( be reported to the Grantor Agency and the local Internal Revenue Service field office. Contracts and subgrants of amounts in excess of $100,000 shall contain a provision which requires the recipient to agree tQ comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act of 1970. Violations shall be reported to the Grantor Agency and the Regional Office of the Environmental Protection Agency. Contracts shall contain such contractual provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contracts terms, and provide for such sanctions and penalties as may be appropdata. All contracts, amounts for which are in excess of $ 2,500, shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. In all contracts for construction or facility improvement awarded in excess of $100,000, grantees shall observe the bonding requirements provided in Attachment B to this Circular. All contracts and subgrants in excess of $10,000 shall include provisions for compliance with Executive Order No. 11246, entitled, "Equal Employment Opportunity", as supplemented in Department of Labor Regulations (41 CFR, Part 60). Each contractor or subgrantee shall be required to have an affirmative action plan which declares that it does not discdminata on the basis of race, color, religion, creed, national odgin, sex, and age and which specifies goals and target dates to assure the implementation of that plan. The grantee shall establish procedures to assure compliance with this requirement by contractors or subgrantees and to assure that suspected or reported violations are promptly investigated. STATE STREET BULKHEAD REP~CEMENT N-6 COMPLIANCE WITH PROVISIONS OF THE LABOR LAW Pursuant to Article 8 of the Labor Law, the contractor's attention is directed to the following requirements: Section 220.2 which requires a stipulation that no laborer, workman or mechanic in the employ of the contractor, subcontractor or other person doing or contracting to do the whole or a part of the work contemplated by the contract shall be permitted or required to work more than eight hours in any one calendar day or more than five days in any one week except in the emergencies set forth in the Labor Law. Section 220.3 which requires a provision that each laborer, workman or mechanic employed by the contractor, subcontractor or other person about or upon such public work, shall be paid not less than the prevailing rate or wages and shall be provided supplements not less than the prevailing supplements as determined by the fiscal officer. Section 220.3-a also requires that the contractor and every subcontractor on public works contracts shall post in a prominent and accessible place on the site of the work a legible statement of alt wage rates and supplements as specified in the contract to be paid or provided, as the case may be, for the various classes of mechanics, workingmen, or laborers employed on the work. Section 220.3-e provides that apprentices will be permitted to work as such only when they are registered1 individually, under a bona fide program registered with the New York State Department of Labor. The allowable ratio of apprentices to journeymen in any craft classification shall not be greater than the ratio permitted to the contractor as to his work rome on any job under the registered program. Any employee listed on a payroll at an apprentice wage rata1 who is not registered as above, shall be paid the wage rate determined by the New York State Department of Labor for the classification of work he actually performed. The contractor or subcontractor will be required to furnish written evidence of the registration of his program and apprentices as well as of the appropriate rations and wage rates, for the area of construction prior to using any apprentice on the contract work. Section 220-e which requires provisions by which the contractor with the State or municipality agrees: (a) That in the hidng of employees for the performance of work under this contract or any subcontract hereunder, no contractor, subcontractor, nor any person acting on behalf of such contractor or subcontractor, shall by reason of race, creed, color or national origin discriminate against any citizen of the State of New York who is qualified and available to perform the work to which the employment relates; (b) That no contractor, subcontractor, nor any person on his behalf shall, in any manner, discriminate against or intimidate any employee hired for the performance of work under this contract on account of race, creed, color or national odgin. (Your attention is directed to the provisions of the State law against Discrimination which also prohibits discrimination in employment because of age); (c) That there may be deducted from the amount payable to the contractor by the State or municipality under this contract a penalty of five dollars for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the contract; STATE STREET BULKHEAD REPLACEMENT N-7 4 (d) That this contract may be canceled or terminated by the State or municipality, and all moneys due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the contract. The aforesaid provisions of Section 220-e which covers every contract for or on behalf of the State or municipality for the manufacture, sale or distribution of materials, equipment or supplies shall be limited to operations performed within the territorial limits of the State of New York. Section 222 which requires that preference in employment shall be given to citizens of the State of New York who have been residents for at least six consecutive months immediately pdor to the commencement of their employment; that persons other than citizens of the State of New York may be employed when such citizens are not available; and that if the requirements of Section 222 concerning preference in employment to citizens of the State of New York are not complied with, the contract shall be void. Section 222-a which requires that if in the construction of the public work a harmful dust hazard is created for which appliances or methods for the elimination of harmful dust have been approved by the Board of Standard Appeals, such appliances or methods shall be installed and maintained and effectively operated by the contractor; and that if the provisions of Section 222-a concerning harmful dust hazards ara not complied with, the contract shall be void. OTHER REQUIREMENTS Every State contracting agency, including Public authorities, must include in each contract paragraphs (c) through (g) of the Standard State Contract Clauses promulgated by the Governor on September 12, 1963 and amended November 14, 1963. Labor classifications not appearing on the accompanying schedule of wages can be used only with the consent of the department of jurisdiction and then the rate to be paid will be given by the department of jurisdiction after being advised by the New York State Department of Labor. The contractor shall make such provision for disability benefits, workmen's compensation, unemployment insurance, social security and safety code provisions as are required by law. General Regulation No. 1, as issued by the State Commission for Human Rights, requires that each contract contains a stipulation that: "It is hereby agreed by and between the parties hereto that every contractor and subcontractor engaged in the public work described in this contract shall post and maintain at each of his establishments and at ail places at which the public work described hereunder is being conducted, the Notice of the State Commission for Human Rights indicating the substantive provisions of the Law Against Discrimination, where complaints may be filed, and other pertinent information. Such Notice shall be posted in easily accessible and well lighted places customarily frequented by employees and applicants for employment." The Notice may be obtained from the department having jurisdiction, or from the office of the State Commission for Human Rights in the respective area. You are requested to refer to the Bureau of Public Work all charges of discrimination in employment including discrimination because of age, race, creed, color or national origin. STATE STREET BULKHEAD REPLACEMENT N~8 SPECIFICATIONS for BULKHEAD REPLACEMENT PART 1 - GENERAL SPECIFICATIONS 1.01 GENERAL CONDITIONS A. The contractor shall supply all labor, materials, equipment and services necessary or required to complete the work. The contractor shall fully familiarize himself with existing site conditions. The locations of all underground utilities shall be verified pdor to commencing work. Damage to existing utilities shall be repaired at the contractors expense. The contractor may store his materials and equipment on the work site but the Town of Southold will not be responsible for damage or theft of same. In the event that anything reasonable, necessary or proper for the complete performance of the work to produce a first class finished job, has not been described in these specifications clearly, through oversight or palpable error, the contractor shall, notwithstanding, execute and provide all omitted works and things as if they were severally described, without extra charge and to the satisfaction of the Town's authorized representatives, The contractor shall be responsible for all construction facilities and temporary controls. These items would include all temporary electric, heat, telephone, water and sanitary facilities. Barricades shall be provided around all hazardous areas during construction and shall be maintained and lighted in accordance with all State and Local Code requirements. The contractor may submit substitutions for products specified herein, where such substitutions are allowed. Requests for substitutions shall be submitted with complete data necessary to substantiate compliance with the contract documents. All substitutions shall be approved in writing prior to being ordered, fabricated or incorporated into the work. No claims for additional costs related to substitutions will be allowed. The contractor is specifically advised that he shall be responsible for on-site safety in regard to his area of work and shall indemnify and hold harmless the Town of Southold and the Architect from any and all claims resulting from on-site accidents or safety conditions. STATE STREET BULKHEAD REPLACEMENT Page 1 1.02 The contractor shall be responsible for cleaning all work related debris generated during this project in a timely fashion. All dredge spoil & debris generated at this site shall be deposited by the contractor at the Southold Town Collection Center at NO COST to the contractor. RELATED DOCUMENTS: A. General provisions of the Contract, including General conditions and Supplementary Conditions, apply to work in this section. B. Standard Site Plan and Typical Bulkhead Section drawing attached. 1.03 DESCRIPTION OFWORK: All new construction shall meet the minimum requirements of the Southold Town Trustees and the New York State Dept. Of Environmental Conservation. The work under this section shall consist of furnishing all labor, material, equipment and appliances necessary or required to perform and complete all work including but not limited to the following: A). Excavation of existing Bulkhead and Rip-Rap. 1. All existing bulkheads shall be removed where required to accommodate new construction. All demolition work shall be in such a manner as to limit the amount of damage to the existing pavement. Any unnecessary damage to the existing pavement surface shall be replaced by the contractor at no additional cost. Existing Concrete Rip-Rap shall remain in place. The contractor shall move or relocate the existing Rip-Rap as required to accommodate the new construction. Upon completion, the Rip-Rap is'to be replaced such that it protects the end of the Bulkhead and the shoulder of the road from erosion. Existing Guard Rail shall be removed during construction and salvaged for re-installed by the contractor at the completion of the project. B). Installation of new Bulkhead. Provide new Bulkhead as shown on the site plan. All new construction shall meet or exceed the items indicated on the typical bulkhead section. STATE STREET BULKHEAD REPLACEMENT Page 2 The new bulkhead shall be securely connected to the adjacent bulkhead on the east side of the new construction. Provide 6" x 6" x 4'~0" Long treated wood butt blocks with four (4) - 3~4" diameter galvanized through bolts at each whaler connection. C). Installation of new filter fabric. Provide new Poly "X" Filter Fabric over all new bulkhead sections. Fabric shall be continuous and extend from top of bulkhead to a minimum of two (2') feet below the existing mud line. All splices shall have a minimum overlap of two (2') feet. D). Removal of Debris. All debris and dredge spoil generated from the proposed construction shall be removed by the contractor and deposited at the Southold Town Collection Center. There will be no charge for material deposited at the town facility. 1.04 STANDARDS: A. All new construction shall comply with the following reference standards: 1). American Society of Civil Engineering Standard Practices. 1.05 CONTRACTOR QUALIFICATIONS: A. Contractor, upon request, must show evidence of the following qualifications: A minimum of five (5) years continuous experience in bulkhead construction. 1.06 QUALITY ASSURANCE: The contractor shall be responsible for verifying all existing conditions and limitations. The extent of clearing and the amount of required excavation shall be verified by the contractor prior to submitting his bid. The contractor shall be responsible for fully investigation the existing site conditions and shall be responsible for verifying all dimensions and quantities. STATE STREET BULKHEAD REPLACEMENT Page 3 .07 1.08 1.09 DELIVERY STORAGE AND HANDLING: A. Delivery, storage and handling of equipment and bulkhead materials shall be in accordance with industry standards. JOB CONDITIONS: A. The road end shall be closed to the general public during the course of construction. The contractor shall be responsible for providing all necessary barricades and fencing to ensure public safety. B. Excavation and stockpiling of backfill material: 1). All stockpiling of excavation material shall be in an approved location immediately adjacent to the construction area. All stockpiles shall be protected with a continuous barrier of silt screen and hay bails to prevent silt from entering tidal waters. The backfilling of the new bulkhead will not be permitted in freezing weather. 2). PERMITS: A. The Town of Southold has obtained construction permits from the New York State Department of Environmental Conservation. END OF SPECIFICATIONS STATE STREET BULKHEAD REPLACEMENT Page 4 illo Construction Corporofion APR 2 § 1997 Sou%hold Tol~(~lpl'k 2 8, 19 9 7 Southold Town Clerk Town Hall 53095 Main Road Sou%hold, NY 11971 RE: Bid For: Construction Of Bul~head Replacement State Street, Southold To Whom It May Concern: Enclosed please find a check in the amount of $ 10.00 to cover the bid fee. Please send the bid to the following address: Paul R. Gu[lio Construction Corp. P.O. Box 2148 Southampton, NY 11969 Thank you for your time and attention to this matter. Yours truly, Karen Har~,mann Office Manager P.O. Box 2148 · 426 County Road 39 · Southampton, New York 11969 · Tel: (516) 283-7318 · Fax: (516) 283-2039 ested. ield ssooates ~I'ICo RECEIVED Southold Town Clerk /'own Clerk of Southold 53095 Main Road Southold, New York 11971 Contractors & Engineers P.O. Box 1229, Westhampton Beach, NY 11978 phone: 516-288-5100 fax: 516-288-5161 April 25, 1997 RE: Bulkhead Replacement at the end of State Street, Orient, NY Please find enclosed our chek in the amount of $10.00 for plans and specs on the above referenced project to be let. Kindly forward same at your earliest convenience. JSH:cc Enc. 1 Yours truly, Stephen Humphreys General Manager New England Division: 824 West Shore Road · Westport Island, Maine 04578 · phone: 207-882-9392 · fax: 207-882-9308 STATE OF NE~YORK) ) SS: said County, being duly sworn, says that he/she is Principal Clerk of THE SUFFOLK TIMES, a Weekly Newspaper, published at Mattituck, in the Town of Southold, County of Suffolk and State of New York, and that the Notice of which the annexed is a printed copy, has been regular- ly published in said Newspaper once each week for ~ weeks s4ccessively, ~ommencing on theZ{~ dayof~L 19~. Prlnclpai Clcrk Sworn to before me this d,y lO q STATE OF NEW YORK) SS: COUNTY OF SUFFOLK) JUDITH T. TERRY, Town Clerk of the Town of Southold, New York, being duly sworn, says that on the 18th day of April , 1997, she affixed a notice of which the annexed printed notice is a true copy, in a proper and substantial manner, in a most public place in the Town of Southold, Suffolk County, New York, to wit: Town Clerk's Bulletin Board, Southoid Town Hall, Main Road, Southold, New York 11971. Legal Notice, Notice to Bidders, Bulkhead replacement at State Street (Skipper's Lane), Orient, bid opening: 10:00 A.M., May 8, 1997, Southold Town Clerk's Office. Sworn to before me this 18th day of April 1997. Judith T. T.rry ~ Southold Town Clerk - ' - Notary Public ~m c~¥~ira~ December 31.19 LEGAL NOTICE NOTICE TO BIDDERS NOTICE IS HEREBY GIVEN, in accordance with the provisions of Section 103 of the General Municipal Law, that sealed bids are sought and requested for furnishing all labor, materials and equipment as required for the construction of the Bulkhead Replacement at the road end of State Street, Orient, Nee York. Specifications may be obtained at the Office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, $outhold, New York, upon payment of a $10.00 non-refundable fee, made payable to the Southold Town Clerk. The sealed bids, together with a bid security in the form of a certified check or Bid Bond in the amount of 5% of the Base Bid will be received by the Town Clerk, at the Southold Town Hall, 53095 Main Road, Southold, New York, until 10:00 A.M., Thursday, May 8, 1997, at which time they will be opened and read aloud in public. Tl~e Town Board of the Town of Southold reserves the right to reject any and all bids and to waive any and all informality in any bid should it be deemed in the best interest of the Town of Southold to do so. All bids must be signed and sealed in envelopes plainly marked "Bid on Bulkhead Replacement", and submitted to the Office of the Town Clerk. The bid price shall not include any tax, federal, state, or local, from which the Town of Southold is exempt. Dated: April 15, 1997. JUDITH T. TERRY SOUTHOLD TOWN CLERK PLEASE PUBLISH ON APRIL 24, 1997, AND FORWARD ONE (1) AFFIDAVIT OF PUBLICATION TO JUDITH TERRY, TOWN CLERK, TOWN HALL, PO BOX 1179, SOUTHOLD, NY 11971. Copies to the following: The Suffolk Times Town Board Members Town Attorney Superintendent of Highways Jacobs Dodge Reports Brown's Letters Burrelle's Information Services Construction Data Corporation Town Clerk's Bulletin Board JUDITH T. TERRY TO~N CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (516) 765-I$23 Telephone (516) 765-1800 OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD FAX TRANSMITTAL TO: FROM: DATE: The Suffolk Times Judith Terry April 18~ 1997 Number of Pages (including cover): 3 If total transmittal is not received, please call (516)765-1800. COMMENTS: PLEASE PUBLISH THE FOLLOWING LEGAL NOTICES ON APRIL 24, 1997: Bid on Salt/Sand Storage Building Bid on Bulkhead Replacement at Orient Thank you. LEGAL NOTICE NOTICE TO BIDDERS NOTICE IS HEREBY GIVEN, in accordance with the provisions of Section 103 of the General Municipal Law, that sealed bids are sought and requested for furnishing all of the labor, materials and equipment for the construction of a Prefabricated Dome Salt/Sand Storage Building at the Southold Town Highway Department, Peconic Lane, Peconic, New York. Specifications may be obtained at the Office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, New York, upon payment of a $10.00 non-refundable fee, made payable to the Southold Town Clerk. The sealed bids, together with bid security in the form of a certified check or Bid Bond in the amount of 5% of the Base Bid will be received by the Town Clerk, at the Southold Town Hall, 53095 Main Road, Southold, New York, until 10:00 A.M., Thursday, May 8, 1997, at which time they will be opened and read aloud in public. The Town Board of the Town of Southold reserves the right to reject any and all bids and to waive any and all informality in any bid should it be deemed in the best interest of the Town of Southold to do so. All bids must be signed and sealed in envelopes plainly marked "Bid on Salt/Sand Building", and submitted to the Office of the Town Clerk. The bid price shall not include any tax, federal, state, or local, from which the Town of Southold is exempt. Dated: April 15, 1997. JUDITH T. TERRY SOUTHOLD TOWN CLERK PLEASE PUBLISH ON APRIL 2~1, 1997, AND FORWARD ONE (I) AFFIDAVIT OF PUBLICATION TO JUDITH TERRY, TOWN CLERK, TOWN HALL, PO BOX 1179, SOUTHOLD, NY 11971. Copies to the following: Tile Suffolk Times Town Board Members Town Attorney Superintendent of Highways Jacobs Dodge Reports Brown's Letters Burrelle's Information Services Construction Data Corporation Town Clerk's Bulletin Board LEGAL NOTICE NOTICE TO BIDDERS NOTICE IS HEREBY GIVEN, in accordance with the provisions of Section 103 of the General Municipal Law, that sealed bids are sought and requested for furnishing all labor, materials and equipment as required for the construction of the Bulkhead Replacement at the road end of State Street, Orient, New York. Specifications may be obtained at the Office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, New York, upon payment of a $10.00 non-refundable fee, made payable to the Southold Town Clerk. The sealed bids, together with a bid security in the form of a certified check or Bid Bond in the amount of 5% of the Base Bid will be received by the Town Clerk, at the Southold Town Hall, 53095 Main Road, Southold, New York, until 10:00 A.M., Thursday, May 8, 1997, at which time they will be opened and read aloud in public. The Town Board of the Town of Southold reserves the right to reject any and all bids and to waive any and all informality in any bid should it be deemed in the best interest of the Town of Southold to do so. All bids must be signed and sealed in envelopes plainly marked "Bid on Bulkhead Replacement", and submitted to the Office of the Town Clerk. The bid price shall not include any tax, federal, state, or local, from which the Town of Southold is exempt. Dated: April 15, 1997. JUDITH T. TERRY SOUTHOLD TOWN CLERK PLEASE PUBLISH ON APRIL 2q, 1997, AND FORWARD ONE (1) AFFIDAVIT OF PUBLICATION TO JUDITH TERRY, TOWN CLERK, TOWN HALL, PO BOX 1179, SOUTHOLD, NY 11971. Copies to the following: The Suffolk Times Town Board Members Town Attorney Superintendent of Highways Jacobs Dodge Reports Brown's Letters Burrelle's Information Services Construction Data Corporation Town Clerk's Bulletin Board ............................................... I ..... TRAMSMISSIOM RESET R~RT "/ .......... (APR 18 '97 i~:16PM) SOUT~LD TOWM HALL 516 765 1823 ................................................................................................................................................................................. (AUTO) DATE START REMOTE TERMIMAL TIME RE- MODE TOTAL PERSOMAL LABEL FILE TIME IDEMTIFICATIOM SULTS PAGES MO. APR 18 12:14PM SUFFOLK TIMES 01'10" OK ES 03 005 E)ECM >)REDUCTIOM S)STAMDARD M)MEMORY C)COMFIDEMTIAL ~)BATCH D)DETAIL $)TRAMSFER F)FIME P)POLLIMG INVITATION TO BIDDERS: BULKHEAD REPLACEMENT AT STATE STREET "Skippers Lane" ORIENT HARBOR STATE STREET ROAD END ORIENT, NEW YORK 11957 JANUARY 13, 1997 INVITATION TO BID PROJECT: BULKHEAD REPLACEMENT- STATE STREET (Skipper's Lane) ORIENT, NEWYORK 11957 The Town Board of the Town of Southold will receive bids for furnishing all of the labor, materials and equipment as requireded for the construction of the Bulkhead Replacement at the road end of State Street, in accordance with the Plans and Specifications prepared by James A. Richter, R.A., Southold Town Engineering Department, Peconic Lane, Peconic, New York. Bids will be received at the office of the Southold Town Clerk, Southold Town Hall, 53095 Main Road, Southold, New York 11971, until 10:00 AM, Thursday, May 8 , 1997. All specifications are provided herein: drawings to be attached. A fee of ten dollars ($10.00), cash or check, made payable to the Town of Southold will be required for one (1) copy of the Contract Documents. There are no refunds. This invitation to bid is not an offer and shall in no way bind the Town of Southold to award a contract for performance of the project. Should the Town of Southold decide to award a contract, it shall be awarded to the lowest responsible bidder. The Town of Southold reserves the right to waive any informalities, and to reject any or all bids, and to retain bids for 45 days from the date of receipt. The CONTRACTOR SHALL NOT withdraw his bid during this period. Bid Security in the form of a certified check or Bid Bond in the amount of 5% of the Base Bid will be required of each bidder. Please advise if you intend to bid or not. Dated: April 15,1997 BY ORDER OF THE SOUTHOLD TOWN BOARD By: Judith T. Terry Southold Town Clerk STATE STREET BULKHEAD REPLACEMENT A-1 INSTRUCTIONS TO BIDDERS A. PROPOSALS Proposals must be made in strict accordance with the "Proposal Form" provided. The bidders shall write in ink, both in words & numerals, the price for which he proposed: to furnish all materials, plant, equipment, tools, shoring or bracing, scaffolds, or other facilities, & to perform all labor and services necessary for the proper completion of the work in strict accordance with the plans and specifications, and subject at all times to the approval of the Architect. Each proposal must be signed in writing with the full name and address of bidder, Proposals shall be addressed as indicated on Invitation for Bids and shall be delivered enclosed in an opaque sealed envelope marked "Proposal" bearing title of work, and Bidders Name. No proposal shall be considered which has not been received by the Southold Town Clerk prior to the hour and date stated. B. PROPOSAL GUARANTY A proposal will not be accepted or considered unless accompanied by a guaranty in the form of a bid bond or certified check in the amount of 5% of the total bid, payable to the Town of Southold. As soon as the proposal prices have been compared, the Owner shall return the bidder's bond or the certified checks accompanying such proposals as, in his judgement, would not likely be involved in making the award. All other proposal quantities will be held until the contract and contract bond have been executed after which they will be released or returned to the respective bidders whose proposals they accompanied. C. OMISSIONS AND DISCREPANCIES Bidders should carefully examine the drawings and specifications, visit the site of work, and fully inform themselves of all conditions and matters which can in any way affect the work or the cost thereof. Should a bidder find discrepancies in or omissions from the drawings, specifications, or other documents or should he be in doubt as to their meaning, he should at once notify the Architect who may issue a written instruction to all bidders. STATE STREET BULKHEAD REPLACEMENT D. PUBLIC OPENING OF PROPOSALS Proposals will be opened and read publicly at the time and place indicated in the Invitation for Bids. Bidders, there authorized agents, and other interested parties are invited to be present. E. AWARD OF CONTRACT Award of contract will be made as soon as practical, a contract may be awarded to a responsible bidder other than the lowest money bidder, if it is in the best interest of the Town. No bid may be withdrawn after scheduled closing time for receipt of bids for a period of 45 days pending execution of a contract by successful bidder. The competency and responsibility of the bidder and his sub-contractors will be considered in making the award. The Town reserves the right to waive any technical error, to accept any bid, or to reject any or all bids. The contract form will be the current edition of AIA Document A101 "Standard form of Agreement between Owner and Contractor (Stipulated Sum)". The Town will either award the project or reject all proposals received within forty-five (45) days after the formal opening of proposals. The acceptance of a proposal will be a notice in writing signed by the Town Clerk and no other act shall constitute the acceptance of a proposal. F. WITHDRAWALS OF PROPOSALS Any bidder upon his or her authorized representative's written request presented not later than the hour set for the opening thereof, will be given permission to withdraw his proposal. At the time of opening the proposals, when such proposals are reached, it will be returned to him unread. G. REJECTION OF PROPOSALS The Town reserves the right to waive any technical error and to reject any and/or all proposals. Without limiting the generality of the foregoing, any proposal which in incomplete, obscure, or irregular may be rejected; any proposal accompanied by an insufficient or irregular certified check or bidder's bond bay be rejected, any proposal having interlineation, erasure or corrections may be rejected. H. PLANT & EQUIPMENT The bidder shall state in his bid that be has available or under his control, plant and equipment of the character and in the amount required to complete the proposed work within the specific time. STATE STREET BULKHEAD REPLACEMENT B-2 I. TIME FOR EXECUTION OF CONTRACT Any bidder whose proposal shall be accepted will be required to appear before the Town in person; or if a firm or corporation, a duly authorized representative shall so appear, and execute six (6) copies of the Contract and furnish satisfactory Performance and Payment Bond within ten (10) days after notice that the Contract has been awarded to him. Failure to execute Contract shall constitute a breach of the agreement effected by the acceptance of the Proposal. The damages to the Town for such breach will include loss from interference with his construction program and other items, the accurate amount of which it will be difficult or impossible to compute. The amount of the certified check or bidder's bond accompanying the Proposal of such bidder shall be retained by the Town, not as a penalty, but as liquidated damages for such breach. In the event any bidder whose proposal shall be accepted shall fail or refuse to execute the Contract as herein before provided, the Town may, at there option, determine that such bidder has abandoned the Contract, and thereupon, his proposal and acceptance thereof shall be null and void, and the Town shall be entitled to liquidated damages as above provided. J. TIME LIMIT TO COMMENCE AND COMPLETE WORK The contractor.shall commence work within fifteen (15) calendar days after the date stipulated in the notice to proceed which was given to him by the Town of Southold and shall complete the work within the calendar day limit as set forth by him in his Proposal, but not more than sixty (60) working days. STATE STREET BULKHEAD REPLACEMENT B-3 INDEX TO SPECIFICATIONS BIDDING REQUIREMENTS Invitation to Bid Instructions to Bidders Index to Drawings Proposal Form Statement of Non-Collusion N.Y.S. Affirmative Action Certification AIA Bid Bond Offer of Surety A - 1 through A - 1 B- 1 through B- 3 C- 1 through C- 1 D - I through D - 2 E- 1 through E- 1 F-lthrough F-1 AIA Document # A310 G- 1 through G- 1 GENERAL CONDITIONS AIA General Conditions Supplementary General Conditions General Release Prevailing Wage Rates Non-Discrimination Clause Compliance with the Labor Law & Other Dept. of Labor Regulations AIA Document # A201 H - 1 through H- 2 K ~ 1 through K - 1 L - 1 through L - ???? M - 1 through M -2 N - I through N -8 SPECIFICATIONS Building Specifications Page 1 through Page 4 DRAWINGS Site Plan and Bulkhead Section Sheet #: 1 of 1 STATE STREET BULKHEAD REPLACEMENT C-1 PROPOSALFORM DATE: NAME OF BIDDER: TO: SOUTHOLD TOWN BOARD TOWN HALL - 53095 MAIN ROAD SOUTHOLD, NEWYORK 11971 MEMBERS OF THE BOARD: The undersigned as bidder, declares that the only persons, company, or parties interested in this proposal as principals are named below; that this proposal is made without any connection, directly or indirectly with any other bidder for the same work; that it is in all respects fair and without collusion or fraud, and that no person acting for or employed by the aforementioned owner is or will be interested directly or indirectly, in the performance of the contract, or the supplies relating to it, or in any portion of the profit thereof; that he has carefully examined the contract documents dated: January 13, 1997, including bidding requirements, contract, general and special conditions, specifications, contract drawings, and addenda, if any (Note: acknowledgement of addenda and their dates must be included as indicated on bottoM page); that he has satisfied himself by personal examination of the proposed work, and by such other means as he may have chosen, as to the conditions and requirements of the wonk; and he proposed and agrees that if his proposal be accepted he will contract to furnish all materials not provided by the Town (See Specifications) and to perform all the work required to construct, perform and complete the work at: BULKHEAD REPLACEMENT - STATE STREET (Skipper's Lane) ORIENT, NEW YORK 11957 and all other work in connection therewith, in accordance with the contract documents and addenda, if any, prepared by James A. Richter, R.A., Southold Town Engineering Department, Peconic Lane, Peconic, New York 11958, and shall comply with all the stipulations contained therein and that he will start the work as directed by the Town, he will accept, in full payment thereof as listed below: STATE STREET BULKHEAD REPLACEMENT D-1 BULKHEAD REPLACEMENT AT THE STATE STREET ROAD END IN ORIENT. THE SIZE OF THE BULKHEAD SHALL BE AS INDICATED ON THE PLANS AND IN THE SPECIFICATIONS. THE CONTRACTOR SHALL PROVIDE ALL LABOR & MATERIALS NECESSARY TO CONSTRUCT THE BULKHEAD IN ACCORDANCE WITH THE CONTRACT SPECIFICATIONS. THE ABOVE REFERENCED ACTIVITIES WILL BE COMPLETED FOR THE STIPULATED "LUMP SUM" OF: (written in words) (written in numbers) And he further agrees that if this proposal shall be accepted by the Town and that if he shall refuse, fail or neglect to enter into a Contract pursuant to such proposal and to the requirements of the Town and shall fail to give the required security within the ten (10) days after notice of the acceptance of said proposal, shall have been deposited in the mail addressed to him at the address given in the proposal, that he shall be considered to have abandoned the contract and the sum represented by the certified check accompanying this proposal shall be forfeited to the Town as Liquidated damages; otherwise the certified check shall be returned to the bidder within forty-five (45) days after the date of receiving the bids. We the undersigned, further agree that this proposal is a formal bid and shall remain in effect for a period of forty-five (45) days, the Town will accept or reject this proposal or by mutual agreement may extend this time period. Signature of Bidder: Business Address: Telephone Number: Date: STATE STREET BULKHEAD REPLACEMENT D-2 STATEMENT OF NON-COLLUSION (To be completed by each Bidder) In accordance with Section 103-d General Municipal Law, effective September 1, 1966, every bid or proposal hereafter made to a political subdivision of the State of any public department, agency, or official thereof or to a fore district or any agency or official thereof for work or services performed or to be performed or goods sold or to be sold, shall contain the following statement subscribed to by the bidder and affirmed by such bidder as true under the penalties of perjury; non-collusive bidding certification. A. By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of knowledge and belief: (1) The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such pdces with any other bidder or any competitor. (2) Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder pdor to opening, directly or indirectly, to any other bidder or to any competitor. (3) No attempt has been made or will be made by the bidder to induce any other person, partnership, or corporation to submit or not to submit a bid for the purpose of restricting competition. B. The person signing this bid or proposal certifies that he has fully informed himself regarding the accuracy of the statements contained in this certification, and under the statements contained in this certification, and under the penalties of perjury, affirms the truth thereof, such penalties being applicable to the bidder, as well as the person signing in its behalf. C. That attached hereto (if a corporate bidder) is a certified copy of resolution authorizing the execution of this certificate by the signature of this bid or proposal on behalf of the corporate bidder. RESOLUTION Resolved that be (Name of Coq)oration) authorized to sign and submit the bid or proposal of this corporation for the following Project: BULKHEAD REPLACEMENT - STATE STREET (Skipper's Lane) ORIENT, NEWYORK 11957 and to include in such bid or proposal the certificate as to non-collusion required by section one-hundred-three-d (103-d) of the General Municipal Law as the act and deed of such corporation, and for any inaccuracies or mis- statements in such certificate this corporate bidder shall be liable under the penalties of perjury. The foregoing is true and correct copy of the resolution adopted by corporation at a meeting of the Board of Directors, held on the day of ,19 __ (SEAL OF THE CORPORATION) Law~ of New York, 1966 Ch, 7'51, Sec. 103-(t, as amended effective September 1,196S (Signature) STATE STREET BULKH~D REP~CEMENT E-1 NEW YORK STATE AFFIRMATIVE ACTION CERTIFICATION (TO BE COMPLETED BY EACH BIDDER) Bidder's Certifications: A bidder will not be eligible for award of a contract under this Invitation for Bids unless such bidder has submitted as a part of its bid the following certification, which will be deemed a part of the resulting contract: BIDDER'S CERTIFICATION (Bidder) Certifies that: 1. it intends to use the following listed construction trades in the work under the contract: ; and, as to those trades set forth in the preceding paragraph one hereof for which it is eligible under Part 1 of these Bid Conditions for participation in the Nassau-Suffolk County Plan it will comply with the said County area within the scope of coverage of that Plan, those trades being: ; and/or, as to those trades for which it is required by these Bid Conditions to comply with Part II of these Bid Conditions, it adopts the minimum minority man- power utilization goals and the specific affirmative action steps contained in said Part II, for all construction work (both state and non-state) in the afore- mentioned area subject to these Bid Conditions, these trades being: and, it will obtain from each of its subcontractors and submit to the contracting or administering agency prior to the award of any subcontractor under this contract the subcontractor certification required by these Bid Conditions. (Signature of Authorized Representative of Bidder) STATE STREET BULKH~D REP~CEMENT F-1 THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document A3'IO Bid Bond KNOW ALL MEN BY THESE PRESENTS, thatwe as Principal, hereinafter called the Principal, and a corporation duly organized under the laws of the State of as Surety, hereinafter called the Surety, are held and firmly bound unto as Obligee, hereinafter called the Obligee, in the sum of Dollars ($ ), for the payment of which sum well and truly to be made, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has submitted a bid for NOW, THEREFORE, if the Obligee shall accept the bid of the Fqincipal and the Principal shall enter into a Contract with the Obllgee in accordance with the terms of such bid, and give such bond or bonds as may be specified in the bidding or Contract Documents with good and sufficient surety for the faithful performance of such Contract and for the prompt payment of labor and material furnished in the prosecution thereof, or in the ~vent of the tai[ute of the Principal to enter such Contract and give such bond or bonds, if the Principal shall pay to the Oblig~e the difference not to exceed the penalty hereof bet~veen the amount specified in said bid and such larger amount for which the Obtigee may in good faith contract with another party to perform the Work covered by said bid, then this obligation shall be null and void, other, vise to remain in full force and effect. Signed and sealed this day of 19 (Witness) (Principal) (Seal) (Tide) (Surety) (Seal) (Title) (Witness) AIA DOCUMENT A310 · BID BONO · ^lA ® · FEBRUARY 1970 ED · THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N.Y. AVE., N.W., WASHINGTON, D.C. 20006 1 OFFER OF SURETY (To be completed by Each Bidder) In the event the above proposal is accepted and the undersigned is awarded the Contract for the work, the undersigned offers as surety for faithful performance, bond and/or bonds to protect labor and material men, the following surety: SURETY COMPANY Signed: (Bidder) CERTIFICATE OF SURETY to be signed by a duly authorized official, agent or attorney of the Surety Company. In the event that the above Proposal is accepted and the contract for the work is awarded to said the (Bidder's Name) (Surety Company) will execute the Surety Bonds as herein-before provided. Signed: Authorized Official, Agent or Attomey Date: IMPORTANT: THIS PAGE MUST BE FILLED OUT WHEN CERTIFIED CHECK IS SUBMITTED IN LIEU OF BID BOND, OR BID MAY BE REJECTED. STATE STREET BULKH~D REP~CEMENT G-1 A M A R E H ~ ? ~ ~ T AIA Document A201 General Conditions of the Contract for Construction THIS DOCL:!,IENT HAS [MPORTA~WF LEGAL CONSEQUENCES; COi¥SL'LTATION WITH AN ATTORNEY IS E.¥COURAGED WITH RESPECT TO ITS MODIFIC4TION 1987 EDITION TABLE OF ARTICLES 1. GENERAL PROVISIONS 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 AN'D PROPERTY 1 1.INSURANCE AND BONDS I2. UNCOVERING AND CORRECTION OF WORK 13. MISCELLANEOUS PROVISIONS 14. TERMINATION OR SUSPENSION OF THE CONTRACT This document has been approved, and. endorsed by the ?,.ssocmted. General Contractors of ?~rnerica. Copyright 1911, [915, i918. 1925. 1937. 1951, 1958, 19~1, 1963. 1966, 1967, 1970. I976, ~)1987 by The American Institute of ArChitects, I-3fi New York Avenue. N.W., W~.shington, D.C., 2001)6. Reproduction of the material herein or substantl~l quotation of its provisions without written permission of the ANt violates the copytaght laws of the United States and will be subiect to legal prosecutions. A201-1987 I INDEX 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 Acaec$ to Work ........................... 3,16,6.2.1, 12.1 Accident Prevention ............................. 4.2.3, 10 Acts and Omissioras ... 3.2.I,3.2.2,3.3.2,3.12.8,3.18,4.2.3,4.3.2, Additiona] Cost, Clama$ for ......... 4.3.6, 4.3.7, 4.3.9, 6.1.1, 10.3 Additfonal Inspections and Te~tfog ....... 4.2.6,9.8.2, 12.2.1, 13.5 Additional Time, Claims for ............. 4.3.6, 4.3.8, 4.3.9, 8.3.2 ADMINISTRATION OF ~£ CONTRACT ....... 3.3.3, 4, 9.4, 9.5 Advertisement or Invitation to Bid ...................... 1.I.1 Aesthetic Effect ............................. 4.2. [3, 4.5.1 Allowances ....................................... 3.3 All-dsk Insurance ................................. 11.3.1.1 AppllcaflonsforPayment ,. 4.2.3,7.3.7,9.2,3,3,9.4,9.5.1,9.6.3, Approvals 2.4, 33.3, 3.5, 3.10.2.3.12.4 through 3.12.8.3.18.3, Architect ........................................ 4.1 Archit ect. Definition o f ........................... 4.[.1 Architect, Extent o f Authority ........ 2.4, 3.12.6, 4.2, 4.3.2, 4.3.6, Architect, Limitations of Authority and Responsibility 3.3.3, 3.12.8. Arcl~itect'$ Administration of the Contract .......... 4.2,4.3.6, 4.3.7, 4.-L 9.4, 9.5 Architect's Copyright .............................. 1.3 Architect's Decisions ...... 4.2.6,4.2.7,4.2. II.4.2.12.4.2.13, Architect's Inspections ........ 4.2.2, 4.2.9, 4.3.6.9.4.2.9.8.2. Architect's Interpretations ............ 4.2A 1, 4.2.12. 4.3.7 Architect's On-Site Observations ..... 4.2.2.4.2.5, 4.3.6.9.4.2. Architect's Relationship with Contractor ..... 1. i .2, 3.2.1, 3.2.2. Architect's Relationship with Subcontractors 1.1.2,4.2.3,4.2.4, 4.2.6, 9.6.3, 9.6.4. 1 [.3.7 Architect '$ Rep resentauons ................ 9.4.2,95.1,910.1 Attorneys'Fees 3.18.I, 9.10.2, 10.1 -~ Award of Subcontracts and Other Contracts for Portlorm of t~e Work 5.2 Basic Definitions 1.1 Bidding Requirements IA.l, 1.1.7,5.2.I, II.4.1 Boiler and Machinew Insurance ............ 11.3.2 Bonds, Lien 9.10.2 Building Permit .................................... 3.7.1 CapIt~llz~tlon ....................................... 1.4 Certhqcate o f Substarltial Complet fon .................... 9.8.2 Cerbflc~te~ for Payment ....... 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1, Change Orders, Deflnitiorl o f ...................... 7.2.1 Changer .................................. ........ 7.1 CHANGES IN THE WORK .... 3.11,4.2.8, 7, 8.3.1.9.3.1.1, 10.1.3 Claim, Definition of ................................ 4.3.1 C~aims and nlsputea ................ 4.3, 4.4, 4.5, 6.2.5, 8.3.2, Cl~lm~ and Timely Assert fon of Claims ........... 4.5.8 Claims for A~lltlona$ Co~t ........ 4.3.6, 4.3.7, 4.3.9, 6. [. I, 10.3 Claims for A~ltlonal Time ............ 4.3.6, 4,3.8, 4.3.9, 8.3.2 Claims for Concecied or Unknown Conditions ........... 4.3.8 Claims for Damages... 3.18, 4.3.9, 6.1. I, 6.2.5, 8.3.2, 9.5.1.2, 10.1.4 Clmms Subject to Arbitration ................ 4.3.2.4.4.4,4.5.1 Cleentng Up .................................. 3.15,6.3 Commencement of the Work, Conditions Relating to ....... 2.[.2, Commencement of thc Work, Definitfon of ............... 8.1.2 Communications Facilitating Contract Administration ....................... 3.9.1, 4.2.4, 5.2.1 COMPLETION, PAYMENTS AND ........................ 9 ConceMed or Unknown Conditions ................ 4.3.6 Consent, Written ................. 1.3.1, 3.12.8, 3.14.2, 4.1.2, CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS ............................. 1.1.4,6 Construction Change Directive. Definition o f ............. 7.3.1 Const ruction Schedules, Contractor's .............. 3.[0,6.1.3 Continuing Corim~t Performance ................. 4.3.4 Contract, Defimtion o f ............................. 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OFTHE ................ 4.3.7.3.4.1.1, 14 Contract Administration .................. 3.33, 4.9.4, 9.5 Contract .&ward and Execution, Conditions Relating Io ..... 3.7.1, Contract Documents, Copies Furnished and Use of .. 1.3, 2.2.5, 5.3 Contract Documents, De£mition of ............ 1.1. [ Contract Per forcaance Dunng Ar ~itration ........ 4.3.4,4.5.3 Contract Sum ................ 3.8, 4.3.6.4.3.7, 4.-~.4, 5.2.3, Contract Sum, Definition of 9.1 Contract Time ........... 4.3.6, 4.3.8, 4.4.4, 72.1.3, 7.3, Cont tact Time, Oeflniflon o f ........................ 8.1.1 2 A201-1987 CONTRACTOR ....................................... 3 Contrac;or, Definition o f ......................... 3.1, 6.1.2 Contractor's Construction Schedules ............. 3.10,6:1.3 Con[factor's Employees ....... 3.3.2,3.4.2,3.8.1,3.9,3,18,4.2.3, Contra~oP s I tal~il|t~ Inaumnc~ ....................... 11.1 and Owner's Forces ...... 2.2.6, 3.12.5, 5.14.2, 4.2.4, 6, 12.2.5 Performing file Work ............... 3.3.2, 3,18, 4.2.3, 10 Contractor's Superintendent ...................... 3.9, 10.2.6 Copies Furnished of Drawing~ and Specifications ... L3, 2.2.5, 3.l 1 Correc:ion of Work .................. 2.3, 2.4.4.2.1,9.8.2. Cost. Definition of ........................... 7.3.6. 14.3.5 Costs .... 2.4, 3.2. I. 3.7.4, 3.8.2.3.15.2, 4.3.6.4.3.7, 4.3.8.1.5.2,3. Cutting and Patching .......................... 3.14,6.2.6 Damage to the Work .... 3.14.2, 9.9,1. 10.2.1.2, 10.2.5, 10.3, 1 Damages, Claims for . . 3.18, 4.3.9.6. L I, 6.2,5, 8.3.2, 9.5,1.2, 10.1.4 Damages for Delay ................... 6.1.1,8.3.3.9.5.1.6.9.7 Day, Definition of .................................. 8.1.4 Decisions to Withhold Cen'lflcaflon ......... 9.5, 9.7, 14.1.i.3 Defective Work. Definmon of .................. 3.5.1 Delays and Extensions of Tlme ........ 4.3.1. ~.3.8.1, 4,3.8.2. Disputes .......... 4.1.4. 4.3, 4,4, -i.5.6.2.5, 6.3, 7.3,8, 9,3. L2 Drawings. Definition o f ............................ 1.1.5 Duty to Review Contract Documents and Field Conditions 3.2 Effective Date o f Insurance ................... 8.2.2, 1 [.1.2 Emergencle~ ................................. 4.3.7,10.3 Employees, Contractor's .......... 3.3.2.3.4.2, 3.8.t, 3.9, 3.18.1, 3.18.2.4.2.3, 4,2.6, 8.1.2, 10.2, 10.3, 11.1.1, 14.2.1,1 Equipment. Labor, Material.sand .......... 1.1.3, 1.1.6, 3,4.3.5.1, 3.8.2, 3.I2.3, 3.12.7, 3.12.11, 3.13, 5.15.1. 4.2.7, 6.2.1, 7.3.6, 9.3.2, 9.3,3, I1,3, 12.2.4, 14 Execution and Progress of the WorR ....... 1.1.3, 1.2.3.3.2.3.4.1, 3.5. l, 4.2,2. 4.2.3, 4.3.4, 4.3.8. 6.2.2, 7.I.3, 7.3.9, 8.2, 8.3, 9.5, 99.1. 10.2, 14,2, 1-~.3 9.10.3, 10.1.4, ll.2. ll.3, 13.5.I. 13.5.2 Injury or Damage to Pemon or Property ............ 4.3.9 A201-1987 3 Loss of Uae Insurance ..................... 11.3.3 Materials, Hazardous ........................ 10.1, 10.2.~ Means, Methods, Techniques. Sequences and Procedure~ o f Con$tr~ction ......... 3.3,1, -12.3, 4.2.7, 9.4.2 Mutual Responsibility ....................... 6.2 Nonconforming Wor~, Acceptance of ............. 12.3 NoncontBrming Work. Reiectiofl and Correction of ....... 2.3. I, Notice ......... 2.3,2.4.3.2.1.3.2.2.3,7.3,3.74.3.9.3.12.8, Notice o f Testing and Inspections ............... 13.5.1, 13.5.2 Metiers, Permits, Fees and ....... ~ ~ .,3.:, 7, 3. [ 3.7.3.6.-t. !0.2.2 Observations. Architect'sOn-Site ................ 4.2.2.4.2.5. Occupancy ....................... 9.6.6.9.8.1.9.9. {1.3.i l 9.4.2. 9.8.2.9.92. 9.111.1 Orders. Written ......... 2.3, 3.9. 4.3.7.7.8.2.2. 11.3.9, 12.1, OWNER 2 Owner. Definition o f ........................... 2.1 Owner, lnformatlon and Servicse Requirad of the ...... 2.1.2. Owners Authority ...... 3.8. I. 4.1.3. -~.2.9, 52.1.5.2.4. 5.-+. 1. Owner's Financial Capability ............... 2.2.1. 14. i. 1.5 Owner' s Liability Insurance 11.2 Owner's Loss of Use [rmurance ............... I 1.3.3 Owner s Right to Carry Out the Work ...... 2,4. 12.2,4, 14.2.2.2 Owner's Right to Clean Up ................... 6.3 Owner's Right to Perform Construction and to Award Separate Contracts ........................ 6.1 Owner's Right to Stop ~. Wor~ .................. 2.3,4.3.7 Owner's Right to Suspend the Work .................... 14.3 Owner's Right to Terminate ~he Contract ................. I4.2 Ownership and Use of Architect's Drawings, SpeciflcaNon~ and Other Documents ................ 1.1.1,1.3, 2.2.5, 5.3 Partial Occupancy or Use ............... 9.6.~, 9.9, 11,3,11 Patching, Curing and .......................... 3.14, 6.2.6 Patents, Rcyaltise and ............................ 3.17 Payment, Applications for ................ 4.2.5, 9,2, 9.3, 9.~. 9.5.1, 9.i~.3.9.10.I. 9. I0.3, 9.10.4, 14.2.4 Payment Cortiflcats$ for ........ 4.2.5, 4.2.9, 9.3.3.9.4, 9.5, 96.1.9.6.6. 9.7.1.98.3.9.1o.1, 9.10.3. 13.7, l.~.1.1.3, 14.2.4 Payment, Failure o/ ................... 4.3.7,9.5.1.3, Payment Bond, Performance Bond and ........... 7.3.6.4. Payments. Progress ..................... 4.3.4.9.3, 9.6, PAYMENTS AND COMPLETION .................. 9, 14 Payments to Subcontractors ........... 5.4.2,9.5.1.3. PCB ...................................... I0.1 Performance Bond and Payment Bond ............. 7.3.6.4, F~rmits, Fees and Noticse ..... 2~2.3, 3.7, 3.13, 713.6,4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF .......... 10 Product Data and Samples, Shop Drawings 3.11,3.12,4.2.7 Prograse and Completion 4.2.2, 4.3.4.8.2 Frogrese Payments .................. 4.3.4,9.3, Project Manuals ......................... 2.2.5 Proiect Representatives ..................... 4,2.10 Propafo/Insurance ................... I02.5.11.3 PROTECTION OF PERSONS AND FROPERTY ........... 10 Regulations and Laws ......... 1.3.3.6, 3.7. 3.13.4.1.1.4.5.5. Representatives 2.I.1.3.1.l.3 9. Resolution of Claim~ and Dlsputss .............. 4.4, ~,5 Responsibility for Those Perti)rming the Work ....... 3.3.2. Retmnage ......... 9.3.1.962.9.83.9.9.1,910.2,9.10.3 Review of Contract Documents and Field Conditions by Contractor ...... [.2.2.3.2, 3.7.3.3.12.7 Owner and Architect ...... 3. l O. 1.3.102.3.11.3.12. and Samples by Contractor 3.12.5 4 A201-1987 WARNING: Ur photoc~li$ying v u ~ , ~tght taws; is ' to prosecution. Rules and Notices for ArbitraUon .................. 4.5.2 Safety of Persona and property .................... 10.2 Safety Pracauflona and Programs .......... 4.2.3.4.2.7.10.1 Sample~. Definition of .............................. 3.12.3 Samplee, Shop Orawing$, Pmduct Data and . 3.11,3.12,4.2.7 Samples at tho Site, Documents and ............. 3.11 Sch~u;a of Values .......................... 9.2,93.1 Schedules, Construction ........................... 3.10 Separate Contract$ and Contractors .......... 1. 1.4.3.14.2.4.2.-~, Shop Drawings. Definition of .......... ....... : ...... 3.12. I Shop Drawings, Product Data and Samples 3.11.3.12, 4.2.7 SIta, Use of ........................ 3.13, 6.1.1.6.2.! Special Inspections and Testing ........ 4.2.6. [2.2.1. 13.5 Specifications, Definition o f the ............. 1,1.6 Statutes of Limitations ........... 4.5.~,2. 12.2.6, [3.7 Subcontractor. Definition of .................... 5. i. i SUBCONTRACTORS .................... 5 Subcontractors. Work by ............ 1.2.4.3.3.2, 3 I2.1. Suhcontractual Relations ....... 5.3, 5.-*. 9.3.1.2.9.6.2. SuhragatJon, Waivers of O.1. I. [ [.3.5, 11.3.7 Successom and Assigns 13.2 Supervision and Construction Procedures .... [.2.~. 3.3, 3.~. Surveys 2.2.2.3.18.3 Suspenaion by the Owner for Convenience ............. 14.3 Suspension of the Work ............. 4.3.7, 5.4.2, [4. I.1.~,, 14.3 Su.~pensio n or Termirmtion o f the Contract ...... 4.3.7, 5.4,1.1. I4 Taxes ................................ 3.6, 7.36.4 Tefltlinatlon by the Contractor ........................ 14.1 Termination By the Owner for Cause ............. 5.4,1.1.14.2 Termination o f the :krchitect .......................... 4.I.3 Termination o f the Cont recto r ...................... I4.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT ...... 14 Tests and Inspections ..... 3.3.3, 4.2.6, 4.2.9, 9.4.2.12..~.I, 13.5 TIME ........................................... 8 Time, Delays and Extensions of .............. 4.3.8, 7.2. [. 8.3 Time Limits on Claime ....... 4.3.2.4.3.3, 4.3.6.4.3.9, 4.4, 4.5 Title to Work ............................. 9.3.2.9.33 UNCOVERING AND CORRECTION OF WOFIK ......... 12 Uncovering of Work ..................... 12.1 Unit Prices .............................. 7.1.4. 7.3.3.2 Use of Slto ........................ 3.13,6.1.1.6.2.1 Values, Schedule of ......................... 9.2,9.3.1 Waiver of Clmms b?' the Architect ..................... 13.-L2 Waiver of CLMms by the Contractor ...... 9.10.~. 11.3.-, 13.4.2 W~uver of CLMms by d~e Owner ...... 4,3~5, 4.5.I. 993, Warranty and War rantie~ .................. 3.5, 4.2.9, Weather Delays .............................. ~.3.82 When Arbitration May Be Demanded .......... 4.5.4 Work. Det~ition of ........................... [. 1.3 Written Consent ........... 1.31.3.12.8.3. l ~.2. 4.1.2. 4.3 Written Orders ..................... 2.3, 3.9.4.3.7. A201-1987 5 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ARTICLE I GENERAL PROVISIONS 1.1 BASIC DEFINITIONS 1.1.1 THE CONTRACT DOCUMENTS The Contract Dooamenrs 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 Modifi- cation is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include other documents such as bidding requirements (advertisement or invitatlon to bid, Instructions to Bidders, sample forms, the Contractor's hid or portions of addenda relating to bidding requirements). 1.1.2 THE CONTRACT The Contract Documents form the Contract tot Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Con- tract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contrac- tual relationship of arty kind (1) between the Architect and Con- tractor, (2) between the Owner and a Subcontractor or Sub- subcontractor or (3) between any persons or entities other than the Owner and Contractor. The Mchitect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. 1.1.3 THE WORK The term "Work" me-acts the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment ~nd services provided or to be provided by the Contractor to fulfill the Contractor's obligations, The Work may constitute the whole or a part of the Project. 1.1.4 THE PROJECT The Project is the total construction of which the Work per- formed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors. 1.1.5 THE DRAWINGS The Drawinga are the graphic and pictorial portions of the Con- tract Documents, wherever [ocated and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, sched- ules and diagrams. 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equip- ment, construction systems, standards and workmanship for the Work, and performance of related services. 1.1.7 THE PROJECT MANUAL The Project Manual is the volume usually assembled for the Work which may thdude the bidding requirements, sample forms, Conditions of the Contract and Specifications. 1.2 EXECUTION, CORRELATION AND INTENT 1.2.1 The Contract Documents shall be signed by the Owner and Contractor as provided in the Agreement. If either the Owner or Contractor or both do not s~gn all the Contract Documents, the Architect shall identify such unsigned Docu- ments upon request. 1.2.2 Execution of the Contract by the Contractor is a repre- sentation that the Contractor has visited the site, become famil- iar with local conditions under which the Work is to be per- formed and correlated personal observations with require- ments of the Contract Documents. 1.2.3 The intent of the Contract Documents is to include all items necessary, for the proper execution and completion of the Work by the Contractor. The Contract Documents ate comple- mentary., and what is requited by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Docu- ments and reasonably inferable from them us being necessary to produce the intended results. 1.2.4 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.2.$ Unless otherwise stated in the Contract Documents, words which have well-known technical or construction indns- tt3, meanings are used in the Contract Documents in accord- ante with such recognized meanings. 1.3 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 1.3.1 The Drawings, Specifications and other documents prepared by the Architect are instvaments of the Architect's service through which the Work to be executed by the Con- tractor is described. The Contractor may retain one contract record set. Neither the Contractor nor any Subcontractor, Sub- subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect. and unless otherwise indicated the .~.rchitect shall be deemed the author of them and will retain all common [aw, statutory, and other reserved rights, in addition to the copyright. A~l copies of them, except the Contractor's record set, shall be returned or suitably accounted for to the ,~chitect, on request, upon completlon of the Work. The Drawings, Specifications and other documents prepared by the Architect, and copies thereof furnished to the Contrac- tor, are for use solely with respect to this Project. They ace not to be used by /he Contractor or any Subcontractor, Sub- subcontractor or material or equipment supplier on other proi- ects or for additions to this Project outside the scope of the 6 A201-1987 Work without the specific written cousent of the Owner and Architect. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are granted a limited license to use and reproduce applicable porttons of the Draw- ing$, Specifications and other documents prepared by the Architect appropriate to and for use in the execution of their Wort{ under the Contract Documents. All copies made under this license shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect. Submittal or distribution to meet official regulatory requments or for other purpnses in con- nection with this Project is not to be construed as publication in derogation of the Architect's copyright or other reserved 1.4 CAPITALIZATION 1.4.1 T~ms capitaiL~d in the~: General Conditions include those which are (1) specific.~]Iy def'[ned, (2) the [~des of nota- te-ed articles and identified references to graphs and C~.u,~-~ in the document or (3) the tides of other documen~ published by the Amedc~n ~r~ture of 3.rchitecrs. 1.5 INTERPRETATION 1.5.1 [n the interest of brevity the Contract Documents fre- qoend¥ o[nit modifying words such as "~" and "any" :md a.~i- cles such as "the" :md "an," but the ~ct that a toddler or an article is absent fso[n one statement and =ppe~'s in another is not intended to ~ffect the inteq~retation of either s=tcment. ARTICLE 2 OWNER 2.1 DEFINITION 2.1.1 The Owner is ~he person or entity identified as such in the Agreement ~nd is referred to throughout the Contract Documents as if singular in number. The term "Owner" meens the Owner or the Owner's authoazed representative. 2.1.2 Tt~e Owner upon reasonable written request shal/t~rnish to the Contractor in writing information which i.s 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 proper'ty on which the Po)jeer is located, usuafiy referred to as the site, and the Owner's interest therein at the time of execution of the Agreement and, within five days after any change, information of such change in title, recorded or unrecorded. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 2.2.1 The Owner shall, at the request of the Contractor, prior to execution of the Agreement and promptly from time to time thereMter. Mrnish to the Contractor re-asonable evidence that financial arrangements have been made to fulfdi the Owner's obligations under the Contract. [Note: Cnless such re~o~ble evidence wure fttrnisDed on request prior rd the execution of required to execute ttJe Agreement or to comme~tce the Worlg.] 2.2.2 The Owner shall ~uroish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. 2.2.3 Except for permits and fees which are the responsibility ~hall secure and pay for necessary approvals, easements, axsesS- mints and charges required for construction, use or occupancy of permanent structures or for permanent changes in er, fA.sting facilities. 2,2.4 L.M'ormation or services under the Owner's control shall be furnished by the Owner with reasonable promptness to avoid delay in orderly progress of the Work. 2.2.$ Unless otherwise provided in the Contract Documents, the Contractor will be fomished, free of charge, such copies of Drawings and Project Manuals as are reasonably necessary, for execution of the Work. 2.2.8 The foregofflg are in addition to other duties and respon- sibilities of the Owner enumerated herein and especially those in re~pect to Article 6 (Construction by Owner or by Separate Contractors), Article 9 (Payments and Completion) and Article 1 1 (hasurance and Bonds). 2.3 OWNER'S RIGHT TO STOP THE WORK 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Conrxact Documents as required by pm'agraph 12.2 or persistendy faiLs to carry' out Work in accordance with the Contract Documents, the Owner, by written order signed personally or by an agent specifically so empowered by the Owner in writing, may order the Contrac- tor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give me to a duty on the part of the Owner to exercise this right for the benefit of the Con- tractor or any other person or entity, except to the extent required by Subparagraph 6.1.3. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK 2.4.1 If the Contractor dethults 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 :alger such seven-day period give the Contractor a second written notice to correct such deficiencies within a second seven-day period. If the Contractor within such second seven- day period after receipt of such second notice falls to com- mence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies, in such case an appropriate Change Order shall be issued deducting l¥om payments then or thereafter due the Contractor the cost of correcting such defi- ciencies, including compensation for the Architect's additional services and expenses made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Archi- tect. If payments then or there-,dter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner, ARTICLE 3 a.1 CONTRACTOR DEFINITION 3.1.1 The Contractor is [he person or enuty identified as such m the Agreement and ks referred to throughout the Contract Documents as if singular in number. The term "Contractor" mearts the Contractor or the Contractor's authorized representative. A201-1987 7 3.2 REVIEW OF CONTRACT, DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR 3.2.1 Thc Contractor shall carefully study and compare the Contract Documents with c-akch ot~er an~:i with information furnished by the Owner pursuant to Subparagraph 2.2.2 and 5h~ at once report to the Architect errors, inconsistencies or omissions discovered. The Contractor shall not be liable to the Owner or Mchitect for damage resulting from errors, inconsis- tencies or omissions in the Contract Documents unless the Contractor recognized such error, inconsistency or omission and knowingly failed to report it to the Architect. If the Con- tractor performs any construction activity knowing it involves a recognized error, inconsistency or omission in the Contract Documents without such notice to the Architect, the Contrac- tor shall assume appropriate responsibility for such perfor- mance and shall hem' an appropriate amount of the attributable costs for correction. 3.9.2 The Contractor shall take field measurements and verify. field conditions and. shall carefully compare such field mea- surements and conditions and other information known to the Contractor with the Contract Documents Before commencing activiues. Errors, inconsistencies or omissions discovered shall Be reported to the Architect at once. 3.2.3 The Contractor shall pertbrm the Work in accordance with thc Contract Documents and submittals approved pur- suant to Paragraph 3.12. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1 The Contractor shall supervise and direct the Work, nsmg the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construe- mm means, methods, techniques, sequences and procedures and for coordinating-all portions of the Work under the Con- tract, unless Contract Documents give other specific instvac- lions concerning these matters. 3.3.2 The Contractor shall be responsible to the Owner tbr acts and omissions uf the Contractor's employees. Subcontractors and their agents and employees, and other persons performing portions of the Work under a contract with the Contractor. 3.3.3 Thc Contractor shall not be relieved of obligations to per- i'brm thc Work in accordance with the Contract Docmnents either by activin~ or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or pcrtbrmed by persons other than the 3.3.4 The Contracn>r shall be responsible fi)r inspecuon of por- tions of Work already performed under this Contract to deter- sequent Work. 3.4 LABOR AND MATF-RIALS 3.4.1 Unless othecwise provided in the Comract Documents. the Contractor shall provide and pay for labor, materials, eqmp- heat, utilities, transportation, and other facilities and services nccessar-,? for proper execution and compleuon of the Work, rated or to be incorporated in the Work. 3.4.2 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons employment of unfit persons or persons not skilled in tasks assigned to them. 3.5 WARRANTY 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 permit- ted by the Contract Documents, that the Work will be frec from defects not inherent in the quality required or permitted, and that the Work will conform with the requirements of the Contract Documents. Work not conforming to these require- merits, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Architect. the Contractor shall furnish satis['acto~ evidence as to the kind and quality of materials and equipment. 3.6 TAXES 3.6.1 The Contractor shall pay sales, consumer, use and sWnilar taxes for the Work or portions thereof provided by the Con- tractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 3.7 PERMITS, FEES AND NOTICES 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and othes permits and governmental fees. licenses and inspections necessary for proper execution and completkm of the Work which are customarily secured after execution of the Contract and which are legally required when bids are received or negn- tiadi}ns concluded. 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, n4es. regulations and iawfdi orders of public authorities bcanng on performance of the Work. 3.7,3 it is not the Contractor's responsibility to ascerman that thc Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and tales and regnla- lions. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, thc Contractor shall promptly notify the Architect and Owner in writing, and necessary changes shall be accomplished by appropdate Modification. 3.7,4 if the Contractor performs Work knowing it to be con- ttary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall assume MIl responsibility for such Work and shall be-ar the attributable costs. 3.8 ALLOWANCES 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items coveted by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contracu}r 3.8.2 Unleas otherwise provided in the Contract Documems: .1 materials and equipment under an allowance shall be selected prompdy by the Owner to avoid delay in the Work; materials and equipment delivered at the site and MI 8 A201-1987 .3 Contractor's costs for unloading and hmsdling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum and not in the allowances; .4 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs md the allowances under Clause 3.8,2.2 and (2) changes in Contractor's costs under Clause 3.8.2.3. 3.9 SUPERINTENDENT 3.9.1 The Contractor shall employ a competent superinten- dent and necessary assistants who shall be in attendance ar the Project site during performance of the Work. The superinten- dent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Con- tractor, important communications shall be confirmed in writ- ing. Other communications shall be similarly confirmed on wmren request in each case. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 The Contractor. promptly at, er being awarded the Con- tract, shall prepare and submit for the Owner's and Architect's Contract Docdments, shall be revised at appropriate inter,/a/s as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Con- tract Documents, and shall provide R)r expeditious and pracu- 3.10.2 The Contractor shall prepare and keep current, /i>r the Architect's approval.'a schedule of submittals which is coordi- nated with the Contractor's construction schedule and allows 3.10.3 The Contractor shall conform to the most recent schedules. 3.11 DOCUMENTS AND SAMPLES AT THE SITE 3.11.1 The Contractor 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 constroction, and in addition approved Shop Drawings, Prod- uct Data, Samples and similar required submittals. These shall he available to the Architect and shall be delivered to the Archi- 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 3.12.1 Shop Drawings arc drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or 3.12.2 Pre)duct Data are illustratlims, standard schedules, per- tnformation furnished by the Contractor to illustrate materials 3.12.3 Samples arc physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will Be judged, 3.12.4 Shop Drawings, Product Data, Samples and similar sub- which submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect i5 subject to the limitations of Subparagraph 4.2.7~ 3.12.il The Contractor shall review, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reason- able promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate con- tractors. Submittals made by the Contractor which are not required by the Contract Docoments may be returned without action. 3.12.6 The Contractor shall perfi}rm no portion of the Work requiring submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submit- tM has been approved by the Architect. Such Work shall be tn accor 'dance with approved submittals. 3.12.7 By approving and submitting Shop Drawings. Product Data, Samples and similar submittals, the Contracu)r represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or *,'ill do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents, 3.1~.8 The Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings. Product Data, Samples or similar submittals unless the Contractor has specificalIy tn formed the .&rchirect in writing of such deviation at the time of submittal and the Architect has given written approval to the specific deviation. The Contractor shall not be relieved of responsibility for errors or omissions ir/Shop Draw- tngs. Product Data, Samples or similar submit~ls by the Archi- feet's approval thereof. 3.12.~ The Comractor shall direct specific attentk)n, in writing or on resubmitted Shop Drawtng.s, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. 3.12.10 informational submittals upon which the Architect is not expected to take responsive action may be so identified in 3.12.11 When pro feasional certification of performance criteria of materials, systems or equipment is required by the Comract Documents. the Architect shall be entitled to rely upon the 3.13 USE OF SITE 3.13.1 The Contractor shall confine operatk)ns at the stte to areas permitted by law, ordinances, permits and Ihe Comract materials or equipment. 3.14 CUTTING AND PATCHING 3.14.1 The Contractor shall be responsible t~)r cutung, fitttng fit together properly. 3.14.~ The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the A201-1987 9 Owner or a separate contractor-except with written consent of the Owner and of such separate contractor; such consent stroll not be unreasonably withheld. The Contractor shall not unrea- sonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. 3.15 CLEANING UP 3.15.1 The Contractor shall keep the premises and surround- lng 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 material~, rubbish, the Contractor's tools, construction equipment, machinery and surplus material. 3.15.2 If the Contractor fa~ to dean up as provided in the Contract Documents, the Owner may do so and the cost thereof shall be charged to the Contractor. 3.16 ACCESS TO WORK 3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. 3.17 ROYALTIES AND PATENTS 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of patent fights and shall hold the Owner and Archirect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or prod- uct of a particular manufacturer or manufacturers is required by the Contract Documents. However, if the Contractor has rea- son to believe that the required design, process or product is an infringement ora patent, the Contractor shall be responsible for such loss unless such information is promptly himished to the Architect. 3.18 INDEMNIFICATION 3.18.1 To the fulleat extent permitted by law, the Contractor shall indemnify, and hold harmless the Owner, Mchitect, Archi- feet's consultants, and agents and employees of any of them from and against claims, damages, losses and expense, includ- ing but not [imired to attorneys' tees, arising out of or resulting from performance of the Work, provided that such clmm, dam- age, loss or expense is attributable to bodily injury., sickness, disease or death, or to injury, to or destruction of tangible prop- erty (other than the Work itself) including loss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Contractor, a Subcontractor. anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such clmm, damage, 10ss or expense is caused in part by a party indemnified hereunder. Such obligation sh'.~l not be construed to negate, abridge, or reduce other rights or obligations of indemnity, which would otherwise e:dst as to a party or person described in this Paragraph 3.18. 3.18.2 [n c'lairns against any person or entity indemnified under this Paragraph 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnifica- tion obligation under this paragraph 3.18 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. 3.18.3 The obligations of the Contractor under this Paragraph 3.18 shall not extend to the liability of the Architect, the Archi- tect's consultants, and agents and employees of any of them arising out of (1) the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, design5 or specifica- tions, or (2) the giving of or the failure to give directions or instructions by the Architect, the Architect's consultants, and agents and employees of any of them provided such g~ving or failure to give is the primary' cause of the injury or damage. ARTICLE 4 ADMINISTRATION OF THE CONTRACT 4.1 ARCHITECT 4.1.1 Thc Architect is thc person lawfully Iicensod to practice architecture, or an entity lawfully practicing architecture iden- tiffed as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect" means the Architect or the Architect's authorized representative. 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or ~xrended without written consent of the Owner, Contractor and Architect. Consent shall not be unrea- sonably withheld. 4.1.3 In case of termination of employment of die Architect, the Owner shall appoint an architect against whom the Con- tractor makes no reasonable objection and whose status under the Contract Documents shall be that of the former architect. 4.1.4 Disputes arising under Subparagraphs 4.1.2 and 4.1.3 shall be subject to arbitration. 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT 4.2.1 The Architect witl provide adminisb-ation of the Contract as described in the Conr. mct Documents, and w~ be the Owner's representative (1.) during construction. (2) und~ final payment is due and (3) with the Owner's concurrence, from time to dme during the con'ection period desc~bed in graph 12.2. The Architect w~ advise and consult with the Owner. The Architect will have anthodty to act on behalf'of the Owner only' to the extent provided in thc Contract Doct~ncnts, udiess otherwise modified by written instrument in acco£dance with other provisions of the Contract. 4.2.2 Thc Architect wil! visit thc site at interv3b 3ppropd=re to the stage of construction to become gencnd]¥ ~ with the progrc~ and quality of the completed Wod< and to determine in gener~ if the Work is being performed in a mariner indJcat- lng that the Work. when completed, will he in accordance with the Contract Documents. However, thc Aruhirect w~ required to make C:thaustive or Continuous on-site inspections to check quality or quantity of the Work. On the basis of on- site observations as an architect, the Architect ~,,ill keep the Owner informed of progress of the Work, and will endeavor to guard the Owner against defects and deficiencies in the Work. 4.2.3 The Architect will not have control over or charge of and will not be responsible for construction means, method.s, techniques, sequences or procedures, or for ssfeq,' precautions and programs in connection with the Work, since these are solely the Contractor's responsibility as provided in paragraph 3.3. The Architect wtll not be responsible for the Contractor's faiiure to carry out the Work in accordance wain ire Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Con- 10 A201-1987 tractor, Subcontractors, or their agnnts or employees, or of any other persons pedorrmng portions of the Work. 4.2.4 Communications Facilitating Contract Adminlatm- tlon. Except as othcrwi~e provided in the Con[rac[ Documents or when direct communicariorus have been specially autho- rized, the Owner and Contractor shall endeavor to communi- cate through the Architect. Communications by and with the Architect's consultaiars shall be through the Architect. Commu- nications by and with Subcontractors and materi~ suppliers shall be through the Cunrractor. Communications by and with separate contractors slmll be through the Owner. 4.2.6 Based on the Architect's observations and evaluations of the Conramctor's Applications for Payment, the Architect w/Il review and certify the amounts due the Contractor and will issue CertLficates for Payment in such amounts. 4.2.6 The Architect will have authority tu reject Work which does riot conforrn to the Contract Documents. %lrhenever the Architect considers it necessary or advisable for implementa- tion of the intent of the Contract Documents, the Architect will have authority to require additional inspection or testing of the Work in accordance with Subparagraphs 13.5.2 and 13.3.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good ~alth either to exerc;se or not to exercise such authority shall give rise to a duty or responsibility of the Archi- tect to the Contractor, Subcoruractors, marcrml and equipment suppliers, their agents or employees, or other persons perform- ing portions of the Work. 4.2.7 The Architec£ will review and approve or take other appropriate action upon the Contractor's submitrals such as Shop Drawings, product Dam and fiamples, but only for the limited purpose of c~lecklng for conformance with information given and the design concept expressed in the Contract Docu- ments. The Architect's action will be taken with such reason- able promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or sepmmte contractors, while a/lowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submitmJ.s is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, ali of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submk- tats shall not relieve the Contractor of the obligations under Paragraphs 3.3, 3.5 and 3.1 2. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 4.2.6 The Architect will prepare Change Orders and Construc- tion Change Directives, and may authorize minor changes in the Work as provided in Pm-agraph 7.4. 4.2.9 The Architect will conduct inspections to determine the date or ciates of Substantial Completion :md the date of final completion, will receive and forward to the Owner for the Owner's review and records written warranties and related documents required by the Contract a~d assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Doctwnents. 4.2.10 If the Owner and Architect agree, the Architect will pro- vide one or more proiect representatives tu 25sist in carryillg out the Architect's responsibilities at the site. The duties, responsibiliraes and limitations of authohty of such project rel~resentatives shall be as set forth in an e~ibit to be incorpo- rated in the Contract Documents. 4.2.11 The Architect will interpret and decide matters concern- ing performance under and requirements of the Contract Documents on written request of either the Owner or Contrac- tor. The Architect's response to such requests wiii be made with reasonable prompmexs and within any time limits agreed upon. If no agreement is made concermng the time within which interpretations required of the Architect shall be fi~r- nished in compliance with this Paragraph 4.2, then delay sh~ not be recognized on account of failure by the Architect to nish such interpretations until I5 days ~ter written request is made for them. 4.2.12 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 decisions, the Architect will endeavor to secure faithbal performance by both Owner and Contractor, wdl not show pardallty to either and will not be liable for results of interpretations or decisions so rendered in good faith. 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent ex'pressed in the Contract Documents. 4.3 CLAIMS AND DISPUTES 4,3.1 Definition. A Claim is a demand or assert/on by one of the parties seeking, as a matter of fight, adjustment or interpre- tation of Contract terms, payment of money, extension of time or other relief with respect to the terrn.s of the Contract. The term "Ciairn" also includes other disputes and matters in ques- tion between the Owner and Contractor arising out of or relat- ing to the Contract. Claims must be made by written notice. The responsibility to substantiate Claims shall test with the parry making the Cknm. 4.3.2 Decision of Architect. Claims, including those alleging an error or omission by the ?a'chitect, shall be referred ~iti~¥ to the Architect for action as provided in Paragraph 4.4. A deci- sion by the Architect, as provided in Subpm'agraph 4.4.4, shall Ise required as a condition precedent to arbilratioo or litigation of a Cl;~n between the Contractor and Owner as tu all such matters arising pdor to the date final payment is due, regardless of (I) whether such matters relate to execution and progress of the Work or (2) file extent to which the Work has been com- pleted. The decision by the Architect in ~ponse to a Claim shall not be a condition precedent to arbitration or litigation in the event (1) the position of Arohitect is vacant. (2) the Architect has not received evidence or has failea to render a decision within agreed time limits, (3) the Architect ha~ f~led to take action required under Subparagraph 4.4.4 within 30 days after the Claim is made. (4) 45 days have passed after the Claim has been referred to the Architect or (5) the CIaim relates to a mechanic's lien. 4.3.3 Time Limits on Claims. Claims by either party m~t be made within 21 days after occurrence of the event gtving rise to such CI.Mrn or within 21 days after the claSmant first recognizes the condition giving rise to die Claim, whichever is Later. Clawns mu,st be made by written notice. An additional CiaLm made after the imtial Cla.wn has been implemented by Change Order will not be considered unless submitted in a timely mariner. A201-1987 11 4.3.4 Continuing Contract P®dormance. Pending final lution of a Clmm including arbitration, udicss otherwise a~eed in wndng the Contractor shall proceed diligently with perfor- mance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. 4.3.5 WaiYer of Claims: ~n~l Paymsct. The making of final payment shall cortstitute a waiver of Claims by the Owner except those ar~thg from: .1 liens, Claims, security interests or encumbrances arm_ lng out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 tem'm of special warranties required by the Contract Documents. 4.3.5 Claims for Concealed or Unknown Conditions. If con- ditions are encountered at the site which are ti) subsurface or otherwise concealed physical conditions which differ materi- ally from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which dit: fer materially from those ordinarily found to exist and generally recogmzed 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 belbre conditions are dgsturbed and th no event later than 21 days after first observance of the condiUons. The Archi- tect will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor's cost of, or th'ne required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall so notify. the Owner and Contractor in writing, stating the reasons. Claims by either party, in opposition to such determination mu.st be made within 21 days afier the .Architect has given notice of the decision. If the Owner and Contractor cannot agree on an adiustmem in the Contract Sum or Contract Time, the adjustment shall be referred to the Architect for imnal deter- mmanon, subject to f~rther proceedings pursuant to Paragraph 4.3.7 Claims for Additional Cost. If the Contractor wishes to the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Para- graph HL3. {f the Contractor believes additional cost is inw)Ived for re~ons including but not limited to (1) a Whiten interpretation from the Architect, (2) an order by the Owner to ten order for a minor change in the Work issued by the Archi- tect, (4) l~ilure of payment by the Owner, (5) termination of the Contract by the Owner, (6) Owner's suspension or (7) other procedure established herein. 4.3.8 Claims for Additional Time 4.3.8.1 it' the Contractor wishes to make Claim for an increase and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. 4.3.8.2 [f 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 and could not have been reasonably anticipated, and that weather conditior~s had an adverse effect on the scheduled constnsctJ, on. 4.3.9 Injwy or Damage to Person or Property. If either party, to the Contract suffers injury or damage to person or property because of an act or omission of the other party, of any of the other party's employees or agents, or of others for whose acts such party is legafly liable, written notice of such injury or damage, whether or not insured, shall be given to the other party, within a reasonable time not exceeding 2 [ days after first observance. The notice shall provide sufficient detail to enable the other party to investigate the matter, If a Clmm for addi- tional cost or time related tu this C1Mm is to be asserted, it shall be Cried as provided in Subparagraphs 4.3.7 or 4.3.8. 4.4 RESOLUTION OF CLAIMS AND DISPUTES 4.4.1 The Architect will review Claims and take one or more of the following preliminary actions within ten days of receipt ora Claim: (1) request additional supporting data from the claimant, (2) submit a schedule to the parties indicating when the Archi- tect expects to take action, {3) reject the Claim in whole or in part, stating reasons for reiection, (4) recommend approval of the Claim by the other party or (5) suggest a compromise, The Architect may also, but is not obligated to, notify the surety, if any, of the nature and agnount of the Claim. 4.4.2 If a Claim has been resolved, the Architect will prepare or obtain appropriate documentation. 4.4.3 If a Claim has not been resolved, the parv; making the CLaim shall, within ten days after the Architect's prelLminm3, response, take one or more of the tblk)wing actions: ti) submit additional supporting data requested by the Architect. (2) modify the initial Claim or (3) notify the Architect that the initial Ciama stands. 4.4.4 If a Claim has not been resolved ai%r consideration of the foregoing and of fiarther evidence presented by the parties or requested by the Architect, the Architect will notify the parties in writing that the Architect's decision will be made within seven days, which decision shall be final and binding on the parties but subject to arbitration. Upon expiration of such time period, the Architect will render to the parties the Architect's written decision relative to the Claim, including any change in the Contract Sum or Contract Time or both. If there is a surety and there appears to be a possibility of a Contractor's default. the .Architect may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. 4.5 ARBITRATION 4.5.1 Controversies and Claims Subject to Arbitration. An,:' controversy or Claim arising ()ut of or related to the Contract. or the breach thereoL shall be settled by arbitration in accor- dance with the Construction Industry Arbitration Rules of the Amefic:m Arbitration A~soclation. and judgment upon the award rendered by the arbKrator or :xrbitrarors may be entered in any court having jurtsdictiDn thereoL except controversies or Claims relating to aesthetic effect and except those waived as provided for in Subparagraph 4.3.5. Such controversies or Claims upon which the Architect has given notice and rendered a decision as provided in Subparagraph 4.4.4 shall be suhiect to arbitration upon written demand of either party. Arbitration may be commenced when 45 days have passed after a Claim has been referred to the Architect as provided in Paragraph 4.3 and no decision has been rendered. 12 A201-1987 AIA OOCUMENT ~01 ' GENERAL CONO[TIONS OF THE C{~NTRACT FOR CONSTRUCTION · FOURTEENTH EDITION 4.5.2 Rules and Notices for Arbitration. Cbim~ between thc Owner and Contractor not resolved under Pax'agraph 4.4 shall, if subject to arbitration under Subparagraph 4.5.1, be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration ~ssoci~tion cur- renfly in effect, unless the pm-des mutually agree otherwise. Notice of demand for arbitration shall be ~led in writing with the other party to the Agreement between the Owner and Con- tractor and with the American Arbitration Association, and a copy shall be Fried with the Architect. 4.5.3 Contract Performance During Arbitration. During arbi- trarion proceedings, the Owner and Contractor shall comply with Subparagraph 4.3.4. 4.5.4 When Arbti;'ation May Be Demanded. Demand for arbi- tration of any Claim may not be made until the earlier of (1) the date on which the Architect has tendered a ~ written deci- sion on the Claim, (2) the tenth day after the parties have pre- sented evidence to the Architect or have been given reasonab[e opportunity to do so, if the Architect h~ not rendered a final written decision by that date, or (3) any of the five events described in Subparagraph 4.3.2. 4.5,4.1 When a written decision of the Architect states that (1) the decision is final but subject to arbitration and (2) a demand for arbitration of a Claim covered by such decision must be made within 30 days after the date on which the party mak~g the demand receives the final written decision, then f'2Jlure to demand arbitration within said 30 days' period shall result tn the Architect's decision becoming final and binding upon the Owner and Contractor. If the Architect tenders a decision after arbitration proceedings have been initiated, such decision may be entered ms evidence, but shall not supersede arbitration pro- ceedings unless the decision is acceptable to ali parties concelTled. 4.5.4.2 A demand for arbitmtinn shall be made within the time Ih"nits specified in Subparagraphs 4.5.1 and 4.5.4 and Clause 4.5.4.: as applicable, and in other cases within a ~asonable time after the Claim has arisen, and in no event shall it be made after the date when institution of legal ot equitable proceedings based on such CImm would be barred by the applicable statute of limitations as determined pursuant to Paragraph 13.7. 4.5.5 Limitation on Consolidation or Joinder. No arbitration arising out of or relating to the Contract Documents shall include, by consolidation or joinder or in any other manner, the Architect, the Architect's employees or consultants, except by written COnSent containing specific reference to the Agree- ment and signed by the A~chirect, Owner. Commctor and any other person or entity sought to be joined. No arbitration shall include, by consolidation or jdinder or in any other manner, partie~ other than the Owner, Contractor, a separate contrac- tor as described in Article 6 and other persoes substantially involved in a common question of fact or law whose presence is requited if complete reiief is to be aecotded in arbitration. No person or entity other than the Owner, Contractor ota separate contractor 35 described in Articie 6 shalI be included as an orig- inal third party or additional third party to an athitmtion whose interest or responSibility is insubstantial. Consent to arbitration involving an addidi)nal person or entity shall not constitute conSent to arbitration of a dispute not described therein or with a person or entity not named or described therein. The fore- going agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly con~ented to by parties to the Agreement shaiI be specifically enforceable under appli- cable law in any court having jurisdiction thereof. 4.5.5 Claims and Timely Assertion of Claims. A party who files a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitra- tion is permitted to be demanded. When a party fails to include a Claim through oversight, inadve~ence or excusable neglect. or when a Claim has matured or been acquired subsequently, the arbitrator or arbitrators may permit amendment. 4.5.7 Judgment on Final Award. The award tendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having junSdicdon thereof. ARTICLE $ SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 A Subcontractor is a person or entity who has a direc~ contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is refkrred to throtighout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcon- tractor. The term "Subcontractor" does not include a separate contractor or subcomractors of a separate comractor. $.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 represemadve of the Sub-subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as prac- ticable after award of the Contract. shall furnish in writing to the Owner through the Architect the names of persons ot enti- ties (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal por- tion of the Work, The Architect will promptly reply to the Con- tractor in writing stating whether ot not the Owner ot the Architect, at, er due investigation, has reasonable objection to any such proposed person ot entity. Failure of the Owner or Architect to reply promptly shall constitute nodce of no re'.~son- able objection. 5.2.2 The Contractor shall not contract with a proposed per- made reasonable objection, 5.2.3 If the Owner ot Architect has reusonable objection to a reusonable objection. The Contract Sum shall be increased or decreased by the difference in cost occasioned by ~uch change and an appropriare Change Order shall be issued. However. no increase in the Contract Sum shall be allowed tbr such change unless the Comractor has acted promptly and responsively in submitting nmmes as required. 5.2.4 The Contractor shall not change a Subcontractor, person AIA DOCUMENT A2fll * GENEKAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION · FOURTEENTH EDITION A[Ae ° 'O 1987 THEAMERICAN INSTITUTE OFARCHITECTS, [735NEWYORKAVENUE. NW,WASHINGTON. O C. 200{Ks A201-1987 13 5.3 SUBCOI~'RACTUAL RELAT]ONS 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Docu- ments, and to assume toward the Contractor all the obligations ;.nd responsibilities which the Contractor, by these Docu- ments, assumes toward the Owner and Mchitect. Each subcon- tract agreement shall preserv= 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 sohcontract agreement, the benefit of afl rights, remedies and redress against the Contractor that the Contractor, by the Contract IN2cuments, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-sub- contractors. The Contractor shaft make available to each pro- posed 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 condi- tions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors sh.Ml similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 Each subcontract agreement for a porUon of the Work is assigned by the Contractor to the Owner provided that: .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Para- graph 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcon- tractor in writing; and .2 assignment is subject to the prior fights of the surety, if any, obligated under bond relating to the Contract, 5.4.2 If the Work has been suspended for more than 30 days. the Subconrractor's compensation shall be equitably adjusted. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 6.1.1 The Owner reserves the dght to perform construction or operations related to the Proiect with the Owner's own forces, and [o award separate contracts in connection with other por- tions of the Project or other construction or operanons on the site under Conditions of the Contract identical Or substantiafly 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 else- where in the Contract Documents. 6.1.2 When separate contracts are awarded for different por- tions of the Project or other construction or operations on the site, the Lerm "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. 6.1.3 The Owner shaft provide for coordination of the activi- ties of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shaft cooperate with them. The Contractor shall participate with other separate con- tractors and the Owner in reviewing their constrochon sched- ules when directed to do so. The Contractor shall make any revisions to the construction schedule and Contract Sum deemed necessary' after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequendy revised. 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Proiect with the Owner's own forces, the Owner shaft be deemed to be subject to the same obligations and to have the same rights which apply to the Contractor under the Condi- tions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and .-%rticles 10, II and 12. 6.2 MUTUAL RESPONSIBIIJTY 6.2.1 The Contractor shaft afford the Owner and separate con- tractors reasonable opportunity, for introduction and storage of their materials and equipment and performance of their activi- ties and shall connect and coordinate the Contractor's con- stmction and opem, tions with theirs as required by the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper execution or results upon constmction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that poroon of the Work, promptly report to the .M-chitect 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 shaft constitute an acknowledgment that the Owner's or sepa- rate contractors' completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. 6.2.3 Costs caused by delays or by improperly timed activities or defective construction shall be borne by the party responsi- ble therefor. 6.2.4 The Contractor shall promptly remedy damage wrong- fully caused by the Contractor to completed or partiafly com- pleted construction or to property, of the Owner or separate contractors as provided in Subparagraph 10.2.5. 6.2.5 Claims and other disputes and matters in question between the Contractor and a separate contractor shaft be sub- ject to the provisions of paragraph 4.3 provided the separate contractor has reciprocal obligations. 6.2.6 The Owner and each separate contractor shaft have the same re~ponsibiiines for cutting and patching as are described for the Contractor in Paragraph 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP 6.3.1 [fa dispute ahses among the Contractor, separate con- tractors and the Owner as to the responsibility under their respective contracts for maintaining the premises :u~d surround- ing area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may clean up and aflocate the cost among those responsible as the Architect determines to be just. 14 A201-1987 ARTICLE 7 CHANGES IN THE WORK 7.1 CHANGES 7.1.1 Changes in the Work may be accomplished m%r ~xeea- tion of the Contact, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Orange Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. 7.1.3 Changes in the Work shall be performed under appli- cable provisions of the Contract Documents, and the Contrac- tor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. ?.lJI. If unit prices are stated in the Contract Doownents or subsequently agreed upon, and if quantities origmally con- templated are so changed in a proposed Change Order or Con- strucdon Change Directive that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adiusted. 7.2 CHANGE ORDERS 7.2.1 A Change Order is a written instrument prepared by ;he Architect and signed' by the Owner, Contractor and ,~rchitect. stating their agreement upon all of the following: .1 a change in the Work; .2 the amount of the ad{ustment in the Contract Sum, if .3 the extent of the adjustment in the Contract Time, if 7.2.2 Method~ used in determining adiustments to the Contract Sum may include those Listed in Subparagraph 7.3.3. 7.3 CONSTRUCTION CHANGE DIRECTIVES 7.3.1 A Construction Change Directive is a written order pre- pared by the Architect and signed by the Owner and Architect, directing a change in the Work md stating a proposed basis for both. The Owner may by Construction Change Directive, within the general scope of the Contract consisting of addi- tact Time b(mg adjusted accordingly 7.3.2 A Construction Change Directive shall be used in the 7.3.3 if the Construction Change Directive provides for an .1 mutual acceptance of a lump sum properly itemized sequentiy agreed upon: .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fi-xed or percent- age fee: or .4 as provided in Subparagraph 7.3.6. 7.$.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 pro- posed adjustment in the Contract Sum or Contract Time. 7.3.5 A Construction Chagtge Directive signed by the Contrac- tor indicates the agreement of the Contractor therewith, includ- ing adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effec- tive kmmediately and shall be recorded as a Change Order. , 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method :md the adjustment shall be determined by the Archi- tect on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, includ- ing, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit. In such case, and also under Clause 7.3.3.3, the Contractor shall keep and present, in such form as the ,-Lrchitecr may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Subparagraph 7.3.6 shall be limited to the follo~.Sng: .1 costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' or worl~nen's compensation insurance: .2 costs of mateNals, supplies and equipment, includ- ing cost of transportation, whether incorporated or consumed: .3 rental costs of machinery, :md 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 .$ additional costs of supervision and field office person- nel directly attributable to the change. 7.3.7 Pending final determination of cost to the Owner, amounts not in dispute may be included in Applications for Paymem. The amount of credit to be allowed by the Contrac- tor to the Owner for a deletion or change which results in a net decrease in the Contact Sum shall be actual net cost as con- fi-rnned by the Architect. When both additions and credits covering related Work or substitutions are involve~ in a challge, the allowance for overhead and profit shall be figured on [he basis of net increase, if any, with respect to that change. 7.3.8 [f the Owner and Contractor do not agree wi£h the adiustmem in Contract Time or the method for determining it. the adjustment or the method shall be referred to the Architect for determination. 7.S.9 When the Owner and Contractor agree with the deter- ruination made By the Arc fit{err concerning the adjgstmems in the Contract Sum and Contract Time, or otherwise reach agree- me:at upoH the adjustments, such agreement shall be effective immediately and shall be recorded by preparation and execu- tion of an appropriate Change Order. A201-1987 15 7.4 MINOR CHANGES IN THE WORK 7.4.1 The Architect will have authod~ 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 8.1 DEFINITIONS 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Con- tract Documents for Substanual Completion of the Work. 8.1.2 The date of commencement of the Work is the date established in the Agreement. The date shall not be postponed by the failure to act of the Contractor or of persons or ennties for whom the Contractor is responsible. 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Paragraph 9.8. 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unle_ss otherwise specifically defined. 8.2 PROGRESS AND COMPLETION 8.2.1 TLme limits stated in the Contract Documents are of [he essence of the Contract. By executing the Agreement the Con- tractor confirms that the Contract Time is a re'~onable perind for performing the Work. 8.9.2 The Contractor shall not knowingly, except by agree- ment or instruction of the Owner in writing, prematurely com- mence operations on the site or elsewhere prior to the effective date of insurmace required by .,~'ticle I l to be furnished by the Contractor, The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless thc date of commencement is established by a nottce to proceed given by the Owner, the Contractor shall notify' the Owner in writing not le~s than Hve days or other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's Hens and other security interests. 8.2.3 The Contractor shall proceed expeditiously with ade- quate forces and shall achieve Substantial Compieti(m within thc Contract Time. 8.3 DELAYS AND EXTENSIONS OF: TIME 8.3.1 If the Contractor is delayed at any time :n progress of the the Owner, or by changes ordered in the Work. or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties authorized by the Owner pending arbitration, or by other causes which the Architect determines may justify delay, then the Contract Time shall he extended by Change Order t~>r such re'asonable time ~ the Architect may determine, 8.3.2 Claims relating to Iime shall be made in accordance with applicable provisions of Paragraph 4.3. 8.3.3 This Paragraph 8.3 do~ not preclude recover, of dm-n- ages tbr delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM 9.1.1 The Contract Sum is stated in the Agreement and, includ- ing authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES 9.2.1 Before the first Application for Payment, thc Contractor shall submit to the .~'chitect a schedule of values allocated to varinus portions of the Work, prepared in such form and sup- ported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applica- tions ~or Payment. 9.3 APPLICATIONS FOR PAYMENT 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit [o the Architect an itemized Application for Payment for operations completed in accordance with the schedule of values. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for elsewhere in the Contract Documents. 9.3.1.~ Such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives but not yet included in Change Orders. 9.a.1.2 Such applications may not include requests i'~r pay- ment of amounts the Contractor does not intend to pay to a Subcontractor or material supplier Because ora dispute or other 9.3.2 Unless t~thcrwise provided in the Contract Documents, paymenrs shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incor- poration in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a Io~ation 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 satisPactory to the Owner to establish the Owner's tide to such materials and equipment or otherwise protect the Owner's interest, and shall include applicable insurance, 9.3.3 The Contractor warrants that title to ail Work covered by an Application tbr Payment will pass to the Owner no later than upon submittal of an Application for Payment all Work tbr and payments received t¥om the Owner shall, [o the best of the Contractor's knowledge, information and belie£ be free and other persol)s or entities making a claim by re:~on of having provided labor, materiMs and equipment relating to the Work 9.4 CERTIFICATES FOR PAYMENT 9,4.1 Thc Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue to the 16 A201-1987 Owner a Certificate for Payment, with a copy to the Contrac- tor, for such amount as the Architect determines is properly due, or notify, the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Subparagraph 9.5.1. 9.4.2 The Jxsuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's observations at the site and the clam comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's lmowi- edge, information and belief, quality of the Work is in accor- dance with the Contract Documents. The foregoing representa- tions are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion. to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the .&rchitect. 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 Pay- ment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed constr~ction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) made examination to ascertain how or for what purpose the Contrac- tor has used money pteviously paid on account of the Contract Sum. 9.5 DECISIONS TO WITHHOLD CERTIFICATION 9.5.1 The .~-chitect may decide not to certify payment and 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 opinion the representations to the Owner required by Subparagraph 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify, the Contractor and Owner as provided in Subparagraph 9.4.1, If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the ,~a-chitect is able to make such representations to the Owner. The Archi- tect may als() decide not to certify payment or, because of subsequently discovered evidence or subsequent uhservations. may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss because of: .1 defective Work not remedied: .2 third party claims Fded or reasonable evidence indicat- ing probable filing of such claims; .3 fadure of the Contractor to make payments prop- esly to Subcontractors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot l~e com- pleted for the unpaid balance of the Contract Sum; .6 reasonable evidence that the Work will not be com- pleted within the Contract Time. and that the unpmd b-,fiance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 persistent failure to carry out the Work tn accordance 9,5.2 When the above reasons for withholding certification are removed, certification wdl be made for amounts previously withheld. 9.8 PROGRESS PAYMENTS 9.6.1 After the Architect has issued a Certificate for Payment. the Owner shall make payment in thc manner and within the time provided in the Contract Documents, and shall so notify the Architect. 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such $ubcontractor's por- tion of the Work, the amount to which said Subcontractor is entitled, rellecting 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 similar manner. 9.6.3 The Architect will, on request, furnish to a Subcontrac- tor, if practicable, information regarding percentages of com- pletion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of por- tions of the Work done by such Subcontractor, 9.6.4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. 9.8.9 Payment to materml suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6.2.9.6.3 and 9.6.4. 9.8.8 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall r~ot constitute acceptance of Work not in accordance with the Contract Documents. 9.7 FAILURE OF PAYMENT 9.7.1 If the .~-chitect doe~ not issue a Certificate for Payment, through no fault of the Contractor, within seven days ~fter 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 ret- tiffed by the Architect or awarded by arbitration, then the Con- tractor may. upon seven additional days' written notice to the Owner and Mchitect, stop the Work until payment of the amount owing has been received. The Comract 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, which st{all be accomplished as provided in A~ricie 7. 9.9 SUBSTANTIAL COMPI.ETION 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is suffi- ciently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended use. 9.8.:2 When the Contractor considers that the Work. or a por- tion thereof which the Owner agrees to accept separately, is substmqtially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected. The Contractor shall proceed promptly to com- plete and correct items on the list. Failure to include an item on such list does not alter the responsibility of the Contractor to complete ail Work in accordance with the Contract Docu- ments. Upon receipt of the Contractor's list. the Architect will make an inspection to determine whether the Work or desig- A201-1987 17 hated portion thereof ks substandafly complete. If the Architect's inapection discloses any item. whether or not included on the Contmcror's list, which is not in accordance with the requirements of the Contract DocumentS, the Contrac- tor shall, before issuance of the Cemlicate of Substandai Com- pletion, complete or correct such item upon notification by the Architect. The Contractor shall then submit a request for another ~nspectlon by the Architect to determine Substantial Completion. When the Work or designated pordon thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion which shaft estab~h the date of Sub- stantial Completion, shall establish responsibllines of the Owner and Contractor for secumy, maintenance, heat, utilities, damage to the Work and insurance, and shaft fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Con- tract Documents shall commence on the date of Subsmmial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Comple- tion. The Certlficare of Substantial Completion shall be sub- mitred to the Owner and Contractor for their written accep- tance of responsibilities assigned to them in such Certificate. 9.8.3 Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor and certification by the Architect, the Owner shall make payment, reflecting adjustment in retmnage, if any, for such Work or por- tion thereof as provided in the Contract Documents. 9.9 PARTIAL OCCUPANCY OR USE 9.9.1 The Owner may occupy or use any completed or par- dally completed portion of the Work at any stage when such portion ks designated by separate agreement with the Contrac- tor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11.3.11 and authorized by public authorities having jurksdictinn over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retaknage if any, secu- rity, maintenance, heat, utilities, damage to the Work and insur- ance, and have agreed in wrning concerning the period for cor- rection of the Work and commencement of win'rarities required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare :md submit a list to the Architect as provided under Subparagraph 9.8.2. Consent of the Contractor to partial occu- pancy or use shall not be unre'asonably withheld. The stage of the progress of the Work shall be determined by written agree- ment between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute accep- tance of Work not complying with the requirements of the Contract Documents. 9.10 FINAL COMPLETION ANn FINAL PAYMENT 9.10.1 Upon receipt of written notice that the Work is ready for final inspecrion and acceptance and upon receipt of a final Application for Payment, thc Architect will promptly make such inspection and, when the Architect finds the Work accept- able under the Contract Documents and the Contract fi.dly per- formed, the Architect will prompdy 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 Azch~itect's observations and inspections, the Work has been completed in accordance with t~ and conditions of the Contract Docu- moats and that the entire balance found to be due the Contrac- tor and noted in said Final Cextiftcate is due and pAy.bM. The Architect's ~ Certificate for Payment will constitute a forther representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entided to final payment have been fi.df'flied. 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, ~nd other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidenc- ing that insurance required by the Contract Documents to remain in force after f'mai payment is currently in effect and will not be cancelled or allowed ro expire until at least 30 days' prior written notice hms been given to the Owner, (3) a written statement that the Contractor knows of no substantial rea.son that the insurance will not be renewable to cover the period required by the Contract DocumentS, (4) consent of surety,, if any, to f'mal 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, secudty interests or encumbrances arming out of the Contract, to the extent and in such form as may be designated by the Owner. Ifa Subcon- tractor refuses to fi~mksh a release or waiver required by the Owner, the Contractor may Mrn~h 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 reftmd to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.10.3 If, after Substantial Completion of the Work, final com- pletion 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 dally com- pleted or corrected is less than retalnage stipulated in the Con- tract Documents, and if boncLs have been furnished, the written consent of surety to payment of the balance due for that por- tion of the Work folly completed and accepted sha~l be submit- ted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. The making of final payment shall constitute a waiver of claims by the Owner as provided in Sub- paragraph 4.3,5. 9.10.4 Acceptance of f'mal payment by the Contractor, a Sub- contractor or material supplier shall constitute a waiver of claffns by that payee except those previously made in writing and identified Dy that payee as unsettled at the time of final Application for Payment. Such waivers shall be in addition to the waiver described in Subparagraph 4.3.5. 18 A201-1987 ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10,1 SA~-=[ ,f PRECAUTIONS AND PROGRAMS 10.1.1 The Contractor shaft be responsible for initiating, main- taming and supervising all safety precautions and progrunm in connection with the performance of the Contract. 10.1.2 tn the event the Contractor encounters on the site material reasonably believed to be asbestos or poiycfuorinated biphenyl (PCB) which has not been tendered harmless, the Contractor shall immediately stop Work in the area affected and report the condition to the Owner and Architect in writing. The Work in the affected area shall not thereafxer be resumed except by written agreement of the Owner and Contractor if hq fact the material is asbestos or polychlorinated biphenyl (PCB) and has not been rendered harmless. The Work in the affected area shall be resumed in the absence of asbestos or pdiychlori- nsted biphenyl (PCB), or when it has been rendered harmless, by written agreement of the Owner and Contractor, or in accorckmce with final determination by the Krchitect on which arbitmrinn has not been dem:mded, or by arbitralion under Article 4. 10.1.3 The Contractor shall not be required pursuant to A~icle 7 to perform without consent any Work relating to asbestos or polychlor~ated bipbenyl (PCB}. 10.1.4 To the tidiest e.,nen[ permitted by Law, thc Owner shall indemnify, and hold harmless the Contractor, Archi(err, Archi- tect's consultants and agents and employees of any of them from and against clan'ns, damages, losses and expenses, includ- ing but not limited to attorneys' fees, ansing out of or resulting from performance of'the Work in the affected area if in fact the material is asbestos or polyc.hlorinated biphenyl (PCB) and bas not been rendered harmless, provided that such claim, damage, ktss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destrucnon of tangible property (other than the Work itseff) including loss of use resulting therefrom, but only to the ement caused in whole or in part by negligent acts or omissions of the Owner, anyone directly or indirectly employed by the Owner or anyone for whose acts the Owner may be liable, regardless of whether or not such claim, darnage, loss or expense is caused in part by a parry indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other dghts or obligations of indemnity which would otherwise e:,dst as to a party or person described in this Subparagraph 10.1.4. 10.2 SAFETY OF pERSONS AND PROPERTY 10.2.1 The Contractor sh:dl take reusonabie precaunons for safety of, and ~hail provide reasonable protection to prevent damage, iniury or loss to: .1 employees on the Work :md other persons who may be affected thereby: .2 the Work and materials and equipment to he incurpo- rated therein, wbether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub-subcontrac- tor5; :md .3 other property at the site or adjacent thereto, such as trees, shrubs, Lawns, walks, pavements, roadways. stmcture~ and utilities not designated for removal, relo- cation or repLacement in the course of construction. 10.2.2 The Contractor shall give nodces and comply with applicable laws. ordinances, roles, regulations and Lawful orders of public authorities be:mag on safety of persons or property or their protection from cfamage, injury or loss. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reason- able safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 10.;'.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry- on such activities under supervision of properly qualified personnel. 10.'/.5 The Contractor shaft promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Clauses l 0.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcoraractor, 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 Clauses 10.2.1.2 ;md 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 Paragraph 3.18. 10.'/.$ The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person ,shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. 10.2.? The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety. 10.3 EMERGENCIES 10.3.1 In an emergency, affecting safety of persons or property, the Contractor sha~l act, at the Contractor's discretion, to pre- vent threatened 'damage, injury or loss. Addliional compensa- tinn or extension of time claimed by the Contractor on account of an etnergency shall be determined as provided in paragraph 4.3 and Article 7. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S LIABILITY INSURANCE 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the juri$diction 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' or workmen's compensation, disability benefit and other similar employee benefit acts w,hich are applicable to the Work to be pertbrmed; A201-1987 19 .2 claims for damages Because of bodily injuw, occupa- tional sickness or disease, or death of the Contractor's employees; .:5 claims for damages because of bodily iniury, sickness or dise-,_se, or death of any person other than the Con- tractor's employees; .4. clau'ns for damages insured by usual personal injury-, liability coverage which are sustained (1) By a person as a result of an offense directly or indirectly related to employment of such person by the Contractor, or (2) by another person; .5 claims for damages, other than to the Work itsel£ because of injury to or destruction of tangible prop- erty, including loss of use resulting therefrom; .8 claims for damages bemuse of bodily injury, death of a person or property damage arising out of owner- ship, maintenance or use of a motor vehicle; and .7 claims involving contractual Iiahility insurance appli- cable to the Contractor's obligations under Paragraph 3.18. 11.1.2 The insurance required by Subparagraph 11. I. 1 shall be wntten for not less than limits of liability specified in the Con- tract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or clatms-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 main- rained after final payment. 11.1.'~ Certificates of Insurance acceptable to the Owner shalI be flied with the Owner prior to commencement of the Work. These Certificates and the insurance policies required By th~s Paragraph 11.1 shall contain a provision that coverages afforded under the policies will not be cancelled or allowed to expire until at l~.tst 30 days' prior written notice bas been given to the Owner. if any of the foregoing insurance coverages are required to remain in force after final payment and are reason- ably available, an additional certificate evidencing continuation of such coverage shall be submitted with the finsd Application for Payment as required by Subparagraph 9.10.2. in/~.)rmanon concerning reduction of coverage shall be furnished by the Contractor with ressonahle promptness in accordance with the Contractor's information and belief', 11.2 OWNER'S LIABILITY INSURANCE 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. Optionally, the Owner may purchase and maintain other insurance for self- protection against clmms which may arise from operations under the Contract. The Contractor shall not be responsible for purchasing and maintaimng this optional Owner's liability insurance unless specifically required by the Contract Documents. 11.3 PROPERTY {NSURANCE 11.3.1 Unless otherwise provided, the Owner shall purchase and t'flaintaJn, in a como:my or companies lawfully authorized rd do business in the jurisdictinn in which the Project is located, property insurance in the amount of the initial Con- untary deductibles. Such propec~y insurance shall Be main- or otherwise agreed in writing by ail persons and entities who are Beneficiaries of such insurance, until final payment has been made a.s provided in Paragraph 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this paragraph 1 1.3 to be covered, whichever is esriler. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub-subcontractors in the Work. 11.3.1.1 Property insurance shall be on an all-dsk policy form and shall insure against the perils of t'~re and extended coverage and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, false- work. temporary, buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect's services and expenses required as a result of such insured loss. Coverage for other perils shall not be required unless otherwise provided in the Contract Documents. 11.3.1.2 If the Owner does not intend to purchase such prop- erty insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contractor in wdting prior to commencement of the Work. The Contractor may then effect insurance which will protect the interests of the Contractor, Subcontractors and S ub- subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. [f the Contrac- tor is damaged by the failure or neglect of the Owner to pur- chase or mamram insurance as described above, without so notifying the Contractor, then the Owner shall bear all reason- able costs properly attributable thereto. 11.3.1.3 If the property, insurance requires minimum deducti- bles and such deductibles aze identified in the Contract Docu- ments, the Contractor shall pay costs not covered Because of such deductibles. [f the Owner or insurer increases the required mmunaum deductibles above the a.mounts so identified or if the Owner elects to purchase this insurance with voluntary deduc- tible amounm, the Owner shall be responsible for payment of the additional costs not covered because of such increased or voluntary deductibles. If deductibles are not identified in the Contract Documents, the Owner shall pay costs not covered because of deductibles. 11.3.1.4 Unless otherwise provided in the Contract Docu- ments, this property insurance shall cover portions of the Work stored off the site after written approval of the Owner at the value established in the approval, and dso portions of the Work in transit. 11.3.2 Roller and Maohirlery insurance. Thc Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law. which shall specifically cover such insured oh{ects during installation and until final acceptance by the Owner; this insurmace shall include interests of the Owner, Contractor, Subcontractors and Sub- subcontractors in the Work, and the Owner and Contractor shall be named insured5. 11.3.:3 LOSS of [JSS Ini~,Jranee. 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 waive~ all rights of action against the Contractor (Dr lOSS of USe Of the Owner's property, including consequential losses due to risks other than those described herein or [~r other special haz- ards 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 0 taler. 20 A201-1987 AM, OOC[JMENT A201 * GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION * FOURTEENTH EDITION AIA® * ~[987 THEAMERICAN[NSTITUTE OFARCHITECTS. 1735 NEWYORK AVENUE. N.W, WASmNGTON. D C. 201}{xa 11.3.5 If during the Project construction period rile Owner insures propemes, re-al or personal or both, ad]dining or adia- cent to the site by proper~y insurance under policies separate from those li~suring the Proiect, or if after faaal payment prop- erty ir~urance is to be provided on the completed Project through a poficy or policies other than those insuring the Proj- ect during the construction period, the Owner shaft waive all rights in accordance with the terms of Subparagraph 11.3.7 for damages caused by fire or other perils covered by this separate property insurance. Afl separate policies shaft provide this waiver of subrogation by endorsement or otherwise. 11.3.8 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by' this Paragraph 11.3. Each policy shaft contain all generally applicable conditions, defini- tions, excinsions and endorsements related to this Project. Each policy shaft contain a provision that the policy will not be cancelled or allowed to expire until at least 30 days' prior writ- ten notice has been given to the Contractor. ll.a.? WaiYers ot Stsbrogaflon. The Owner and Contractor waive all rights against (1) each other and any of their subcon- tractors, sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, separate contractors described in Al~icie 6, ff any, and any of their sub- contractors, sub-subcontractors, agents and enaployees, for damages caused by fire or other perils to the extent covered by property insurance obtained pursuant to this Paragraph 11.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner ss 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 subcontrac- tors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, wntten where legally required for validity, similar waivers each in favor of other parties enum- erated herein. The policies shaft provide such waivers of subro- gation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity, even though that per- son or entity, would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurmace premium direCtly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. 11.3.8 A loss insured under Owner's properly, insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insurods, as their interests may appear, subjeCt to requirements of any applicable mortgagee clause and of Subparagraph l 1.3, i0. 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 ma~e payments to their Sub-subcontractors in simtlar manner. 11.3.9 If required in writing by a partv in interest, the Owner a~ fiduciary, shall, upon occurrence df an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary, The Owner shall deposit in a separate account pro- reeds so received, which the Owner shaft clistnbute in accor- dance with such agreement as the parties in interest mav reach, or in accordance with an arbitration award in which b.~se the procedure shall be as provided in Paragraph 4.5, If after such loss no other special ag~'ement is made, replacement of clam- aged property shaft be covered by appropriate Change Order. 11.3.10 The Owner as fiduciary, shaft have power to adjust and settle a loss with insurers unless one of the parries in interest shall object in wrlimg within five days a~er occurrence of loss to the Owner's exercise of this power; if such Objection be made, arbitrators shaft be chosen as provided in Paragraph 4.5. The Owner as fiduciary, shall, in that case, make settlement with insurers in accordance with directions of such arbitrators. If distribution of insurance proceeds by arbitration is required, the arbitrators will direct such distribution. 11.3.11 Partial occupancy or use in accordance with Paragraph 9,9 shall not comroence until the insurance company or com- panies providing property insurance have consented to such partial occupancy, or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. 11.4 PERFORMANCE BONO AND PAYMENT BONO 11.4,1 The Owner shall have the dght to require the Contrac- tor to famish bonds covering f~thfal performance of the Con- tract and payment of obligations arising thereunder as stipu- lated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds coveting payment of obliga- tions arising under the Contract, the Contractor shall promptly famish a copy of the bonds or shall permit a copy tO be made. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 [fa portion of the Work is covered contra'), to thc Architect's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing By the Architect. be uncovered for rhe Mchitect's observation and be replaced at the Contractor's expense without change in the Contract Time. 12.1.2 If a portion o[ the Work has been covered which the Architect has not specifically requested to obse~'c prior to being Covered, the Architect may request to sec such Work and it shall be uncnvered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncover- ing and replacement shaft, by appropriate Change Order. be charged to the Owner. If such Work is not in accordance with the Contract Documents, the Contractor shall pay such costs unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. 12.2 CORRECTION OF WORK 12.2.1 The Contractor shall promptly correct Work rejected by the Architect or falling to conform to the reqmrements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Contractor shalI bear costs of correcting such rejected Work, including additional testing and mspec- tlons and compensation for the Architect's services and expenses made necessary thereby. 12.2.2 If, within one year afzer the date of Substantial Comple- tion of the Work or designated portion thereo£ or at,er the date A201-1987 21 for commencement of warrinties established under Sub- paragraph 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 Conwact Documents, the Contractor shall correct it prompdy a;xer receipt of written notice from the Owner to do so udiess the Owner has previously given the Contractor a written accep- tance of such condition. This period of one yea' shall be extended with respect to portions of Work first performed afxer 5ubstandal Completion by the period of time between 5ubstan- ti~ Completion and the actual performance of the Work. Ti-ds obligation under this Subparagraph 12.2.2 shall survive accep- tance of the Work under the Contract and termination of the Contract. The Owner shall give such notice promptly after dis- covery of the condition. 12.2.3 The Contractor shall remove from the site portious 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. 12.2.4 if the Contractor falls to correct nonconforming Work within a reasonable time, the Owner may correct it in accor- dunce with Paragraph 2.4. If the Contra/:tor does not proceed with correction of such nonconforming Work within a reason- able time fLxed by written notice from the Architect, the Owner may remove it and store the salvable materials or equipment at the Contractor's expense. If the Contractor does not pay costs of such removal and storage within ten days after written notice, the Owner may upon ten additional days' written notice sell such materials and equipment at auction or at private sale and shall account for the proceeds thereof, after deducting costs and damages that should have been borne by the Con- tractor, including cothpensation for the Architect's services and expenses made necessary thereby, if such proceeds of sale do not cover costs which the Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Owner. 12.2.5 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 Con- tract Documents. 12.2.6 Nothing contained in this paragraph 12.2 shall be con- strued to establish a period of limitalion with respect to other obligations which the Contractor might have under the Con- tract Documents. Esmhllshmem of the time period of one year ~ described in Subparagraph 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 Con- tractor's obligations other than specifically to correct the Work. 12.3 ACCEPTANCE OF NONCONFORMING WORK 12.3.1 If the Owner prefers to accept Work which ~s not in accordance with the requirements of the Contract Documents. the Owner may do so instead of requlrmg ~ts removal and cor- rection, in which case the Contract Sum w~ll be reduced ~ appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS 13,1 GOVERNING L.AW 13.1.1 The Contract shall be governed by the law of the place where the Project is located. 13,2 SUCCESSORS AND A,.°.°.°.°.°.°.°.°:u~IGN$ 13.2.1 The Owner and Contractor respectively bind them- selves, their partners, successors, assigns and legal represenm- aves to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and ohligatioos contamed in the Con- tract Documents. Neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party, attempts to make such an assignment without such consent, that party shall nevertheleSs remain legally reSponsible for all 0bligatious under the Contract. 13.3 WR~¥ 1'e.N NOTICE 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 firm or entity or to an officer of the coq~oration 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 notxce. 13.4 RIGHTS AND REMEDIES 13.4.1 Duties and obligations imposed by the Contract Docu- ments and aghts and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a dght 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 specifics-ally agreed in writing. 13.5 TESTS AND iNSPECTIONS 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordi- nances, rules, regulations or orders of public authorities baying jurisdiction shall be made at an appropriate time. Unless other- wise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent test- ing 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 inspec- tions are to be made so the Architect may observe such proce- dures. The Owner shall bear costs of tests, inspectinns or approvals which do not become requirements until at, er bids are received or negotiations concluded. 13.5.2 if the Architect, Owner or public authorities having iunsdiction determine that portions of the Work require addi- tional testing, inspection or approval not included under Sub- paragraph 13.5. I, the .~rchitect will, upon wtitten authorizanon 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 nooce to the Architect of when and where tests and inspections are to be made so the Architect may observe such procedures. 22 A201-1987 The Owner shag bear such costs except as provided in Sub- paragraph 13.5.3. 13.5.3 If such procedures for testing, inspection or approval under Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, the Contractor shall bear all costs made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses. 13.5.4 Required. certificates of testing, inspection or approval shall, unless otherwise required by the Commct Documents, be secured by the Contractor and promptly delivered to the Architect. 13.5.5 If the Architect is to observe tests, inspeCtions or approvals required by the Contract Documents, the Architect wffl do so promptly and, where practicable, at the normal place of testing. 13.5.6 Tests or inspections conducted pursuant to the Con- tract Documents shall be made promptly to avoid unreasonable delay in the Work. 13.6 INTEREST 13.6.1 Payments due and unpaid under the Contract Docu- ments shall bear interest from the date payment is due at such rate as the par~ies 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. 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD 13.7.1 A~ between the Owner and Contractor: .1 Before Substantial Completion. A.s to acts or failures to act occurring prior to the relevant date of Substan- ti~ Completion, any applicable statute of limitations shall commence to run and any -alleged cause of action shall he deemed to have accrued in any and all events not later than such date of Substantial Completion: .2 Between Substantial Completion and Final Certifi- cate for Payment. ~s to acts or fagure.~ to act occur- ring subsequent to the relevan; date of Substantial Completion and prior to issuancc of the final Certif~- cate for Payment, any applicable statute of limitations shall commence ro 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 After Final Certificate for Payment. A~ to acts or fmlures to act occurring after the relevant date of issu- ance of the final Ce:~ificate for Payment, any appli- cable statute of [imitations shall commence to Mn and any Mleged cause of action shag be deemed to have accrued in any and 'All events oot later than the date Of any act or failure to act by the Contractor pursuant to any warranty provided under pan,graph 3.5, the date of any correction of the Work or failure to correct the Work by the Contractor under Paragraph 12.2, or the date of actual commission of any other act or fagure to perform any duty or obligation by the Contractor or Owner, whichever occ~lrs last. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERMINATION BY THE CONTRACTOR 14.1.1 Thc Contractor may terminate the Contract if thc Work is stopped for a period of 30 days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor, for any of the followklg reasons: .1 issuance of an order of a court or other public author- ity having jurisdiction; .2 an act of government, such as a decfarabon of national emergency, maldng material unavailable; .3 because the Architect has not issued a CertiFicate for Payment and has not notified the Contractor of the reason for withholding certification ss provided in Subparagraph 9,4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; .4 if repeated suspensions, delays or interruptions by the Owner as described in Paragraph 14.3 constitute in the aggregate more than 100 peroent of the total num- ber of days scheduled for completion, or 120 days in any 365<lay period, whichever is less; or .$ the Owner has failed to furnish to the Contractor prompdy, upon the Contractor's request, reasonable evidence as required by Subparagraph 2.2. I. 14.1.2 If one of the above reasons e.xLsts, the Contractor may, upon seven additional days' wdtten notice to the Owner and Mchitec~, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to matermls, equipment, tools, and construction equipment and machinery, including reasonable overhead, profit and damages. 14.1.3 If the Work is stopped for a period of 60 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 ffaJfiIl the Owner's obligations under the Contract Documents with respect to matters impor- tant 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 Subparagraph 14.1.2. 14.2 TERMINATION BY THE OWNER FOR CAUSE 14.2.1 The Owner may terminate the Contract if the Contractor: .1 persistently or repeatedly reflase$ or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Suhcontr'actors: .3 persistently dLsregarcis laws. ordinances, or rules, reg- ulations or orders of a public authority hav{ng {aris- diction; or .4 otherwise is guilty of substantial breach ora provision of the Contract Documents. 14.2.2 When any of the above reasons exist, the Owner, upon cerrafication by the 3.rchitect that sufficient cause exLsts to jus- WARNING: Unlicensed photocopying violates U.S. Gopyrtght ~ and is suMect to La~'al pmeecmlon. A201-1987 23 tify such action, may with. out.prejudice to any other rights or remedies of the Owner and aRer giving the Contractor and the Contractor's surety, if any, seven days' written nOtiCe, termi- nate employment of the Contractor and may, subiect to any prior rights of the surety: .1 ta~e possexsion of the site and of ail materiaks, equip- ment, tools, and conswaction eqmpment and machin- ery thereon owned by the Contractor; .2 accept assignment of suhcontmcts pursuant to Para- graph 5.4; and .3 Finish the Work By whatever reasonable method the Owner may deem expedient. 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Subparagraph 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. 14.2.4 if the unpaid balance of the Contract Sum exceeds costs of t-mlshing the Work, including compensation for the Mchi- tect's services Ired expenses made necessary, thereby, such excess sh~ be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor sh~ pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall he certified by the Architect, upon appli- cation, and. this obligation for payment shall survive termina- tion of the Contract. 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in po. ct for such period of time as the Owner may determine. 14.3.2 ,~ adjustment shall be made for increases in the cost of performance of the Contract, including profit on the increased cost of performance, caused by suspension, delay or interrup- tion. No adjustment shall he made to the extent: .1 that performance is, was or would have been so sus- pended, delayed or interrupted by another cause for which the Contractor ls responsihle; or .2 that an equitable adjustment ks made or denied under another provision of this Contract. 14.3,3 Adjustments made in the cost of performance may have a mutuaiIy agreed FLxed or percentage fee. 24 A201-1987 SUPPLEMENTARY GENERAL CONDITIONS The following supplements modify, change, delete from or add to the "General Conditions of the Contract for Construction", A.I.A. Document A 201-1987 Edition. Where any Article of the General Conditions is modified or any paragraph, subparagraph or clause thereof is modified or deleted by these supplements, the unaltered provisions of that Article, paragraph, subparagraph, or clause shall remain in effect. ARTICLE 1 through ARTICLE 10 No Change ARTICLE 11 - INSURANCE AND BONDS 11.1 Contractor's Liability Insurance. 11.1.1 In the first line following the "maintain", insert the words, "in a company or companies licensed to do business in the state in which the project is located." 11.1.1 ADD: .7 Liability insurance shall include all major divisions of coverage and be on a comprehensive basis including: (1) Premises - Operations (2) Independent Contractors Protective. (3) Products and Completed Operations. (4) Contractual-including specified provision for the Contractor's obligations under Paragraph 4.18. (5) Owned, non-owned, and hired motor vehicles. (6) Broad form coverage for property damage. 11.1.2 ADD: ... The Contractor shall furnish insurance with the following minimum limits: .1 Workers' Compensation State and Federal: Statutory Employer's Liability $100,000, STATE STREET BULKHEAD REPLACEMENT H-1 .2 .3 Comprehensive General Liability (Including Premises - Operations; Independent Contractor's Protective; Products and Completed Operations; Broad form Property Damage): Bodily Injury: $1,000,000 Each Occurrence - $1,000,000 Aggregate, Products and Completed Operations. Property Damage: $ 250,000 Each Occurrence $ 250,000 Aggregate Products and Completed Operations Insurance shall be maintained for a minimum period of one year after final payment and contractor shall continue to provide evidence of such coverage to the Town on an annual basis during the Aforementioned period. Property Damage Liability Insurance shall include Coverage for the following hazards: C (collapse), U (underground). e. Contractual Liability (Hold Harmless Coverage): Personal Injury, with Employment Exclusion deleted: $1,000,000 Aggregate. Comprehensive Automobile Liability (owned, non-owned, hired): Bodily Injury: $1,000,000 Each Person $1,000,000 Each Accident b. Property Damage: $ 250,000 Each Occurrence ARTICLE 12 through ARTICLE 14 No Changes END OF SECTION STATE STREET BULKHEAD REP~CEMENT H-2 GENERAL RELEASE (To be submitted with requisition for Final Payment) KNOWN ALL MEN BY THESE PRESENTS, that (Contractor) for and in consideration of the sum of lawful money of the United States of America, to it in hand paid by: (OwnedContracting Agency) Have remised, released, quit-claimed, and forever discharged, and by these presents do for its successors and assigns remise, release, and forever discharge the said (OwneflContracting Agency) and its successors and assigns and administrators, of and from any and all manner of action and actions, cause and causes of action, suits, debts, dues, sum and sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, patents, extents, executions, claims and demands whatsoever in law and equity, which against the said , and (Owner/Contracting Agency) JAMES A. RICHTER, R.A., now have or which heirs, executors, or administrators hereafter can, shall, or may have, for upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the day of the date of these presents rising out of the construction, in accordance with the contract entered into between parties hereto, dated: supplements thereto. and any admittance or IN WITNESS THEREOF, the undersigned corporation has caused this agreement to be signed by its and its corporate seal to be hereto affixed and duly attested by its __ this day of ,19 __ Attest: Principal: STATE STREET BULKH~D REP~CEMENT K-1 PREVAILING WAGE RATES ATTACHMENT WAGE DETERMINATION for BULKHEAD REPLACEMENT at STATE STREET - SkiDDer~s Lane ORIENT NEW YORK 11957 STATE STREET BULKHEAD REP~CEMENT L-1 NON-DISCRIMINATION CLAUSE During the performance of this contract, the contractor agrees as follows: The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin, and will rake affirmative action to insure that they are afforded equal employment opportunities without discrimination because of race, creed, color, or national origin. Such action shall be taken with reference, but not limited to: recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, rates of pay or other forms of compensation, and selection for training or retraining, including apprenticeship and on-the-job training. The contractor will send to each labor union or representative of workers with which ne has or is bound by a collective bargaining or other agreement or understanding, a notice, to be provided by the Commission of Human Rights, advising such labor union or representative of the Contractor's agreement under clauses "a." through "h." hereinafter called "non-discrimination clauses", and requesting such labor union or representative to agree in writing, whether in such collective bargaining or other agreement or understanding or otherwise, that such labor union or representative will not discriminate against any member or applicant for membership because of race, creed, color, or national origin, and will rake affirmative action to insure that they are afforded equal membership opportunities without discrimination because of race, creed, color, or national origin. Such action shall be taken with reference, but not be limited to: recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, rates of pay, or other forms of compensation, and selection for training or retraining including apprenticeship and on-the-job training. Such notice shall be given by the Contractor, and such written agreement shall be made by such labor union or representative, prior to the commencement of performances of this contract. If such a labor union or union representative fails or refuses so to agree in writing, the Contractor shall promptly notify the Commission for Human Rights of such failure or refusal. The Contractor will post and keep posted in conspicuous places, available to employee and applicants for employment, notices to be provided by the Commission for Human Rights setting forth the substance of the provision of clauses "a." and "b." and such provisions of the State's Laws against discrimination as the Commission for Human Rights shall determine. d4 The Contractor will state, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, that all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, or national origin. STATE STREET BULKHEAD REPLACEMENT M-1 The Contractor will comply with the prevision of Sections 291-229 of the Executive Law and the Civil Rights Law, will furnish all information and reports deemed necessary by the Commission for Human Rights under these non-discrimination clauses as such sections of the Executive Law and will, permit access to his books, records, and accounts by the Commission for Human Rights, and the Owners representatives / counsel for the purposes of investigation to ascertain compliance with these non-discrimination clauses and such sections of the Executive Law and Civil Rights Law. This Contract may be forthwith canceled, terminated, or suspended in whole or in part, by the contracting agency upon the basis of a finding made by the Commission of Human Rights that the Contractor has not complied with these non-discrimination clauses, and the Contractor may be declared ineligible for future contracts made by or on behalf of the Owner/Contracting Agency until he satisfied the Commission for Human Rights that he has established and is carrying out a program in conformity with the provisions of these non-discrimination clauses. Such finding shall be made by the Commission for Human Rights after conciliation efforts by the Commission have failed to achieve compliance with these non-discrimination clauses and after a verified complaint has been filed with the Commission, notice thereof has been given to the Contractor and an opportunity has been afforded him to be heard publicly before three members on the Commission. Such sanctions may be imposed and remedies otherwise provided by law. If this Contract is canceled or terminated under clause "f.", in addition to other rights of the Owner provided in this contract upon its breach by the Contractor, the Contractor will hold the Owner Harmless against any additional expenses or costs incurred by the Owner in completing the work or in purchasing the services, material equipment, or supplies contemplated by this contract, and the Owner may withhold payments from the contractor in an amount sufficient for this purpose and recourse may be had against the surety on the performance bond if necessary. The Contractor will include the provisions of clauses "a.", through "g." in every subcontract or purchase order in such a manner that such provisions will be binding upon each subcontractor or vendor as to operations to be performed within jurisdictional local of the Project being contracted by the Owner. The Contractor will take such action in enforcing such provisions of such subcontract or purchase as the Owner/Contracting Agency may direct, including sanctions or remedies for non- compliance. If the Contractor becomes involved in or is threatened with litigation with a sub-contractor or vendor as a result of such direction by the Contraction Agency/Owner, the Contractor shall promptly so notify the Owner's representatives/ counsel, request him to intervene and protect the interests of the Owner (Contracting Agency's jurisdictional area). STATE STREET BULKHEAD REP~CEMENT M-2 COMPLIANCE WITH THE LABOR LAW AND OTHER DEPARTMENT OF LABOR REGULATIONS STATE REGULATIONS: The Contractor shall comply with the applicable provisions of the "Labor Law" as amended, of the State of New York. This Contract shall be void unless applicable sections of said Labor Law are complied with. Each and every provision of law and clause required by law to be part of this Contract shall be deemed to be included herein and this Contract shall be read and enforced as though it were included herein, and, if through mere mistake or otherwise any such provision is not included, then upon the application of either party hereto, the Contract shall forthwith be physically amended to make such inclusion. Specifically, Section 220-E, of the Labor Law, as so amended, prohibits in contracts, discrimination on account of race, creed, color, or national origin in employment of citizens upon public works. There may be deducted from the amount payable to the Contractor by the Owner under this Contract a penalty of five ($5.00) dollars for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of said paragraph, this Contract may be canceled or terminated by the Owner and all monies due or to become due hereunder may be forfeited. FEDERAL REGULATIONS: 1. CERTIFICATION OF NONSEGREGATED FACILITIES. By the submission of this bid, the bidder, offeror, applicant, or subcontractor certifies that he does not maintain or provide for his employees any segregated facilities at any of his establishments, and that he does not permit his employees to perform their services at any location, under his control, where segregated facilities are maintained. He certifies further that he will not maintain or provide for his employees any segregated facilities at any of his establishments, and that he will not permit his employees to perform their services at any location, under this control, where segregated facilities are maintained. The bidder, offerer, applicant, or subcontractor agrees that a breach of this certification is a violation of the Equal Opportunity clause in his contract. As used in this certification, the term "segregated facilities" means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, time clocks, locker rooms and other storage or dressing areas, parking lots, ddnking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, creed, color, or national odgin, because of habit, local custom, or otherwise. He further agrees that (except where he has obtained identical certifications from proposed subcontractors for specific time pedods) he will obtain identical certifications from proposed subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity clause; that he will retain such certifications in his files; and that he will forward the following notice to such proposed subcontractors (except where the proposed subcontractors have submitted identical certifications for specific time periods): STATE STREET BULKHEAD REPLACEMENT N-1 "During (1) (2) (3) (4) (5) (6) NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR CERTIFICATIONS OF NQN SEGREGATED FACILITIES. A certification of Nonsegregated Facilities must be submitted prior to the award of a subcontract exceeding $ 10,000 which is not exempt from the provisions of the Equal Opportunity clause. The certification may be submitted either for each subcontract or for all subcontracts during a period (i.e., quarterly, semiannually, or annually). NOTE: The penalty for making false statements in offers is prescribed in 18 U.S.C. 1001. the performance of this contract", the Contractor agrees as follows: The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national odgin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated dudng employment, without regard to their race, creed, color, or national odgin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin. The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers representative of the contractor's commitments under Section 202 of Executive Order No. 11245 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, and regulations, and relevant orders of the Secretary of Labor. The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for the purposes of investigation to ascertain compliance with such rules, regulations, and orders. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Govemment contracts in accordance with procedures authorized in Executive Order No. 11245 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. STATE STREET BULKH~D REP~CEMENT N-2 (7) The contractor will include the provisions of Paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vender. The contractor will take such action with respect to any subcontract or pumi~ase order as the contracting agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States." FEDERAL PROCUREMENT REGULATIONS EQUAL OPPORTUNITY IN EMPLOYMENT 1-12.805.4 Reports and Other Required Information (a) Requirements for prime contractors and subcontractors. (1) Each agency shall require each pdme contractor and each pdme contractor and subcontractor shall cause its subcontractors to file annually, on or before March 31, complete and accurate reports on Standard Form 100 (EEO-l) promulgated jointly by the Office of Federal Contract Compliance, the Equal Employment Opportunity Commission, and Plans for Progress, or on such form as may hereafter be promulgated in its place, if such prime contractor or subcontractor (I) is not exempt from the provisions of this Sub-part 1-12.8 in accordance with 1-12.804; (ii) has 50 or more employees; (iii) is a prfme contractor or first-tier subcontractor; and (iv) has a contract, sub-contract, or purchase order amounting to $ 50,000 or more, or serves as a depository of Government funds in any amount, or is a financial institution which is an issuing and paying agent for U.S. savings bonds and savings notes: Provided, that any subcontractor below the first tier which performs construction work at the site of construction shall be required, to file such a report if it meets the requirements in subdivisions (I), (ii), and (iv) of this paragraph (a) (1). (2) Each person required by subparagraph (1) of this paragraph to submit reports shall file such a report with the contracting or administering agency within 30 days after the award to him of a contract or subcontract, unless such person has submitted such a report within 12 months preceding the date ofthe award. Subsequent reports shall be submitted annually in accordance with subparagraph (1) of this paragraph, or at such other intervals as the agency or the Director may require. The agency, with the approval of the Director, may extend the time for filing any report. (3) The Director, the agency, or the applicant, on their own motions, may require a prime contractor to keep employment or other records and to furnish in the form requested, within reasonable limits, such information as the Director, agency, or the applicant deems necessary for the administration of the Order. (4) The failure to file timely, complete, and accurate reports, as required, constitutes noncompliance with the prime contractor's or subcontractor's obligations under the Equal Opportunity clause and is a ground for the imposition by the agency, the Director, an applicant, pdme contractor or subcontractor, of any sanction authorized by the Order and the regulations in this sub-part. Any such failure shall be reported in writing to the Director by the agency as soon as practicable after it occurs. STATE STREET BULKHEAD REPLACEMENT N-3 1-12.805.4 Reports and Other Reauired Information (b) Requirements for bidders or prospective contractors. (2) (3) Each agency shall require each bidder or prospective prime contractor and proposed subcontractor, where appropriate, to state in the bid or at the outset of negotiations for the contract whether it has participated in any previous contract or subcontract subject to the Equal Opportunity clause; and, if so, whether it has filed with the Joint Reporting Committee, the Director, an agency, or the former President's Committee on Equal Employment Opportunity, all reports due under the applicable filing requirements. The statement shall be in the form of a representation by the bidder or offeror substantially as follows: "The bidder (or offeror) represents that he ( ) has, ( ) has not, participated in a previous contract or subcontract subject to the Equal Opportunity clause herein, or the clause originally contained in section 301 of Executive Order No. 10925, or the clause contained in section 201 of Executive Order No. 11114; that he ( ) has, ( ) has not, filed all required compliance reports; and that representations indication submission of required compliance reports, signed by proposed subcontractors will be obtained pdor to subcontract awards." (The above representation need not be submitted in connection with contracts or subcontracts which are exempt from the clause.) When a bidder or offeror fails to execute the representation, the omission shall be considered a minor informality and the bidder or offeror shall be permitted to satisfy the requirement prior to award. in any case in which a bidder or prospective prime contractor or proposed subcontractor, which participated in a previous contract of subcontract subject to Executive Orders No. 10925, 11114, or 11246, has not filed a report due under the applicable filing requirements, no contract or subcontract shall be awarded, unless such contractor submits a report covedng the delinquent pedod or such other pedod specified by the agency or the Director. A bidder or prospective pdme contractor or proposed subcontractor shall be required to submit such information as the agency or the Director requests prior to the award of the contract or subcontract When a determination has been made to award the contract or subcontract to a specific contractor, such contractor shall be required, prior to award, or after the award, or both, to furnish such other information as the agency, the applicant, or the Director requests. ( c ) Use of reports. Reports filed pursuant to this 1-12.805.4 shall be used only in connection with the administration of the Order, the Civil Rights Act of 1964, or in furtherance of the purposes of the Order and said Act. STATE STREET BULKHEAD REPLACEMENT N-4 ( d ) Acquisition of Report Forms. Standard Form 100 is available in all GSA supply depots. Copies of the form may be obtained from GSA through the contracting or administering agency. The stock number for the form is as follows: Standard Form No. Stock Number Title 100 7540-926-2049 Equal employment opportunity employer information report. 1-12.805.4 PROCUREMENTSTANDARDS All contracts for construction or repair shall include a prevision for compliance with the Copeland "Anti-Kick Back" Act (18 U.S.C. 874) as supplemented in Department of Labor Regulations (29 CFR, Part 3). This Act provides that each Contractor shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. The Grantee shall report all suspected or reported violations to the Grantor Agency. Where applicable, all Contracts awarded in excess of $ 2,000 for cQnstruction contracts and in excess of $ 2,500 for other contracts which involve the employment of mechanics or laborers shall include a provision for compliance with Section 103 and 107 of the Contract Work Hours and Safety Standards ACt (40 U.S.C. 327-330) as supplemented by Department of Labor Regulations (29 CFR, Part 5). Under Section 103 of the Act, each Contractor shall be required to compute the wages of every mechanic and laborer on the basis of a standard work day of_8 hours and a standard work week of 40 hours. Work in excess of the standard work day or work week is permissible provided that the worker is compensated at a rate of not less than 1-1/2 Umes the basic Rate of pay for all hours worked in excess 8 hours in any calendar day or 40 hours in the work week. Section 107 of the act is applicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous, ro dangerous to his health and safety as determined under construction, safety, and health standards promulgated by the Secretary of Labor. These requirements do not apply to the pumhases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. STATE STREET BULKH~D REP~CEMENT N-5 Each contract of an amount in excess of $ 2,500 awarded by a Grantee or Subgrantee shall provide that the recipient will comply with applicable regulations and standards of the Cost of Living Council in establishing wages and prices. The provision shall advise the recipient that submission of a Bid or offer or the submittal of an invoice or voucher for property, goods, or services furnished under a contract or agreement with the Grantee shall constitute a certification by him that amounts to be paid do not exceed maximum allowable levels authorized by the Cost of Living Council regulations or standards. Violations shall be reported to the Grantor Agency and the local Internal Revenue Service field office. Contracts and subgrants of amounts in excess of $100,000 shall contain a provision which requires the recipient to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act of 1970. Violations shall be reported to the Grantor Agency and the Regional Office of the Environmental Protection Agency. Contracts shall contain such contractual provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contracts terms, and provide for such sanctions and penalties as may be appropriate. All contracts, amounts for which are in excess of $ 2,500, shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. In all contracts for construction or facility improvement awarded in excess of $100,000, grantees shall observe the bonding requirements provided in Attachment B to this Circular. All contracts and subgrants in excess of $10,000 shall include provisions for compliance with Executive Order No. 11246, entitled, "Equal Employment Opportunity", as supplemented in Department of Labor Regulations (41 CFR, Part 60). Each contractor or subgrantae shall be required to have an affirmative action plan which declares that it does not discriminate on the basis of race, color, religion, creed, national origin, sex, and age and which specifies goals and target dates to assure the implementation of thatplan. The grantee shall establish procedures to assure compliance with this requirement by contractors or subgrantees and to assure that suspected or reported violations are promptly investigated. STATE STREET BULKHEAD REPLACEMENT N-6 COMPLIANCE WITH PROVISIONS OF THE LABOR LAW Pursuant to Article 8 of the Labor Law, the contractor's attention is directed to the following requirements: Section 220.2 which requires a stipulation that no laborer, workman or mechanic in the employ of the contractor, subcontractor or other person doing or contracting to do the whole or a part of the work contemplated by the contract shall be permitted or required to work more than eight hours in any one calendar day or more than five days in any one week except in the emergencies set forth in the Labor Law. Section 220.3 which requires a provision that each laborer, workman or mechanic employed by the contractor, subcontractor or other person about or upon such public work, shall be paid not less than the prevailing rate or wages and shall be provided supplements not less than the prevailing supplements as determined by the fiscal officer. Section 220.3-a also requires that the contractor and every subcontractor on public works contracts shall post in a prominent and accessible place on the site of the work a legible statement of all wage rates and supplements as specified in the contract to be paid or provided, as the case may be, for the various classes of mechanics, workingmen, or laborers employed on the work. Section 220.3--e provides that apprentices will be permitted to work as such only when they are registered, individually, under a bona fide program registered with the New York State Department of Labor. The allowable ratio of apprentices to joumeymen in any craft classification shall not be greater than the ratio permitted to the contractor as to his work force on any job under the registered program. Any employee listed on a payroll at an apprentice wage rate, who is not registered as above, shall be paid the wage rate determined by the New York State Department of Labor for the classification of work he actually performed. The contractor or subcontractor will be required to furnish written evidence of the registration of his program and apprentices as well as of the appropriate rations and wage rates, for the area of construction prior to using any apprentice on the contract work. Section 220..e which requires provisions by which the contractor with the State or municipality agrees: (a) That in the hiring of employees for the performance of work under this contract or any subcontract hereunder, no contractor, subcontractor, nor any person acting on behalf of such contractor or subcontractor, shall by reason of race, creed, color or national origin discriminate against any citizen of the State of New York who is qualified and available to perform the work to which the employment relates; (b) That no contractor, subcontractor, nor any person on his behalf shall, in any manner, discriminate against or intimidate any employee hired for the performance of work under this contract on account of race, creed, color or national odgin. (Your attention is directed to the provisions of the State law against Discrimination which also prohibits discrimination in employment because of age); (c) That there may be deducted from the amount payable to the contractor by the State or municipality under this contract a penalty of five dollars for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the contract; STATE STREET BULKHEAD REPLACEMENT N-7 (d) That this contract may be canceled or terminated by the State or municipality, and all moneys due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the contract. The aforesaid provisions of Section 220-e which covers every contract for or on behalf of the State or municipality for the manufacture, sale or distribution of materials, equipment or supplies shall be limited to operations performed within the territorial limits of the State of New York. Section 222 which requires that preference in employment shall be given to citizens of the State of New York who have been residents for at least six consecutive months immediately prior to the commencement of their employment; that persons other than citizens of the State of New York may be employed when such citizens are not available; and that if the requirements of Section 222 conceming preference in employment to citizens of the State of New York are not complied with, the contract shall be void. Section 222-a which requires that if in the construction of the public work a harmful dust hazard is created for which appliances or methods for the elimination of harmful dust have been approved by the Board of Standard Appeals, such appliances or methods shall be installed and maintained and effectivety operated by the contractor, and that if the provisions of Section 222-a concerning harmful dust hazards are not complied with, the contract shall be void. OTHER REQUIREMENTS Every State contracting agency, including Public authorities, must include in each contract paragraphs (c) through (g) of the Standard State Contract Clauses promulgated by the Governor on September 12, 1963 and amended November 14, 1963. Labor classifications not appearing on the accompanying schedule of wages can be used only with the consent of the department of jurisdiction and then the rate to be paid will be given by the department of jurisdiction after being advised by the New York State Department of Labor. The contractor shall make such provision for disability benefits, workmen's compensation, unemployment insurance, social secudty and safety code provisions as are required by law. General Regulation No. 1, as issued by the State Commission for Human Rights, requires that each contract contains a stipulation that: "It is hereby agreed by and between the parties hereto that every contractor and subcontractor engaged in the public work described in this contract shall post and maintain at each of his establishments and at all places at which the public work described hereunder is being conducted, the Notice of the State Commission for Human Rights indicating the substantive provisions of the Law Against Discrimination, where complaints may be filed, and other pertinent information. Such Notice shall be posted in easily accessible and well lighted places customarily frequented by employees and applicants for employment.* The Notice may be obtained from the department having jurisdiction, or from the office of the State Commission for Human Rights in the respective area. You are requested to refer to the Bureau of Public Work all charges of discrimination in employment including discrimination because of age, race, creed, color or national origin. STATE STREET BULKH~D REP~CEMENT N-8 SPECIFICATIONS for BULKHEAD REPLACEMENT PART 1 - GENERAL SPECIFICATIONS 1.01 GENERAL CONDITIONS A. The contractor shall supply all labor, materials, equipment and services necessary or required to complete the work. The contractor shall fully familiarize himself with existing site conditions. The locations of all underground utilities shall be verified prior to commencing work. Damage to existing utilities shall be repaired at the contractors expense. The contractor may store his materials and equipment on the work site but the Town of Southold will not be responsible for damage or theft of same. In the event that anything reasonable, necessary or proper for the complete performance of the work to produce a first class finished job, has not been described in these specifications clearly, through oversight or palpable error, the contractor shall, notwithstanding, execute and provide all omitted works and things as if they were severally described, without extra charge and to the satisfaction of the Town's authorized representatives. The contractor shall be responsible for all construction facilities and temporary controls. These items would include all temporary electric, heat, telephone, water and sanitary facilities. Barricades shall be provided around all hazardous areas during construction and shall be maintained and lighted in accordance with all State and Local Code requirements. The contractor may submit substitutions for products specified herein, where such substitutions are allowed. Requests for substitutions shall be submitted with complete data necessary to substantiate compliance with the contract documents. All substitutions shall be approved in writing prior to being ordered, fabricated or incorporated into the work. No claims for additional costs related to substitutions will be allowed. The contractor is specifically advised that he shall be responsible for on-site safety in regard to his area of work and shall indemnify and hold harmless the Town of Southold and the Architect from any and all claims resulting from on-site accidents or safety conditions. STATE STREET BULKHEAD REPLACEMENT Page 1 t .02 The contractor shall be responsible for cleaning all work related debris generated during this project in a timely fashion. All dredge spoil & debris generated at this site shall be deposited by the contractor at the Southold Town Collection Center at NO COST to the contractor. RELATED DOCUMENTS: A. General provisions of the Contract, including General conditions and Supplementary Conditions, apply to work in this section. B. Standard Site Plan and Typical Bulkhead Section drawing attached. 1.03 DESCRIPTION OF WORK: All new construction shall meet the minimum requirements of the Southold Town Trustees and the New York State Dept. Of Environmental Conservation. The work under this section shall consist of furnishing all labor, material, equipment and appliances necessary or required to perform and complete all work including but not limited to the following: A). Excavation of existing Bulkhead and Rip-Rap. 1. All existing bulkheads shall be removed where required to accommodate new construction. All demolition work shall be in such a manner as to limit the amount of damage to the existing pavement. Any unnecessary damage to the existing pavement surface shall be replaced by the contractor at no additional cost. Existing Concrete Rip-Rap shall remain in place. The contractor shall move or relocate the existing Rip-Rap as required to accommodate the new construction. Upon completion, the Rip-Rap is'to be replaced such that it protects the end of the Bulkhead and the shoulder of the road from erosion. Existing Guard Rail shall be removed dudng construction and salvaged for re-installed by the contractor at the completion of the project. B). Installation of new Bulkhead. Provide new Bulkhead as shown on the site plan. All new construction shall meet or exceed the items indicated on the typical bulkhead section. STATE STREET BULKHEAD REPLACEMENT Page 2 c). D). The new bulkhead shall be securely connected to the adjacent bulkhead on the east side of the new construction. Provide 6" x 6" x 4'-0" Long treated wood butt blocks with four (4) - 3/4" diameter galvanized through bolts at each whaler connection. Installation of new filter fabric. Provide new Poly "X" Filter Fabric over all new bulkhead sections. Fabric shall be continuous and extend from top of bulkhead to a minimum of two (2') feet below the existing mud line. All splices shall have a minimum overlap of two (2') feet. Removal of Debris. All debris and dredge spoil generated from the proposed construction shall be removed by the contractor and deposited at the Southold Town Collection Center. There will be no charge for material deposited at the town facility. 1.04 STANDARDS: A. All new construction shall comply with the following reference standards: 1). American Society of Civil Engineering Standard Practices. 1.05 CONTRACTOR QUALIFICATIONS: A. Contractor, upon request, must show evidence of the following qualifications: 1). A minimum of five (5) years continuous experience in bulkhead construction. 1.06 QUALITY ASSURANCE: The contractor shall be responsible for verifying all existing conditions and limitations. The extent of clearing and the amount of required excavation shall be verified by the contractor prior to submitting his bid, The contractor shall be responsible for fully investigation the existing site conditions and shall be responsible for verifying all dimensions and quantities. STATE STREET BULKHEAD REPLACEMENT Page 3 1.07 DELIVERY STORAGE AND HANDLING: Delivery, storage and handling of equipment and bulkhead materials shall be in accordance with industry standards. 1.08 JOB CONDITIONS: The road end shall be closed to the general public during the course of construction. The contractor shall be responsible for providing all necessary barricades and fencing to ensure public safety. B. Excavation and stockpiling of backfill material: All stockpiling of excavation matedal shall be in an approved location immediately adjacent to the construction area. All stockpiles shall be protected with a continuous barrier of silt screen and hay bails to prevent silt from entering tidal waters. 2). The backfilling of the new bulkhead will not be permitted in freezing weather. 1.09 PERMITS: The Town of Southold has obtained construction permits from the New York State Department of Environmental Conservation. END OF SPECIFICATIONS STATE STREET BULKHEAD REPLACEMENT Page 4 PL F) I--I I~LILKH f~P,D $~CTlOk[ SCALe ALL WHALERS SHALL BE SHIP LAPPED AND BUTT BLOCKED AT ALL JOINTS AS REQUIRED TO ENSURE A CONTINUOUS APPLICATION THE CONTRACTOR SHALL BE RESPONSIBLE FOR THE PROPER INSTALLATION OF BATON STRIPS, GALVANIZED NUTS & BOLTS, NAILS AND OTHER MISCELLANEOUS MATERIALS TO ENSURE A COMPLETE AND PROPER INSTALLATION. ALL EXPOSED BOLT & TIE ROD CONNECTIONS SHALL BE COUNTERSUNK. ALL NLWV BULKHEAD,MATERIALS SUCH AS PILING, SHEATHING, WHALERS AND DEAD MEN SHALL BE PRESSURE TREATED # 20 CREOSOTE OR TREATED TO REFUSAL.