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1006-0186 AGREEMENT BETWEEN OWNER & CONTRACTOR
'Yy 1. -1.'�I1."'.'`..`_,:,- .' -,,�" .�-, , - I�*.' , 1,�.-,_._- i .�__"'"-�--- -"... ',—."-.;".,, _, " - :, �Y _ ' �r'� f'6! T�,. ,�_-��",;- --';I ;". --; ,,:, ,���-f-,_.."�-.`-__;:",.,,,.l,,..I"�-.'-,,"-�- � --.�'�",',:-.-,-_.I �-.� ,'`t_._-"�,..t.,'.�-,:_,-.�,,._,�,_-%-.,.,"�:�.,1,..-, , � -, ...j,";", ,.1",-" , ,..� �A,�'., ;-. ',..-,-,-.,,i";.,,"-7_,- _.,,-1. - `,*--""-.,,_7z�',: ,�,-f-;,W,.. 1�.",,-_ �—,;-�",-.�,,I L,— -,''_,,--",.,.`;_'�,",�1-"1:,- �i.I,.- I"� '"'4��.,�.'.t�,<..,I.-.,1:'',-,-" ,1!..- .- . �,�'_" ; 1,_, '7, - - .',"7I. . _�'A. �-W--:��---"",,.',,�1�:_I�',,. -,-,�-� ",1,.,, �.,- ,`-. 1�--4 .'- _',',',�,. .�;,I._�- -. :; ._-.-�',, --`.:,';_ .-I,._ �1.-',-i', J_--_," --,:,. . 1 '.,'"_7;�.�-, _-�_ _ ,�"." ..�-...,,- .: -''�-, .� �-..,'-��,',: �:J.,.,'----;;.-I ,". _.-,'__- _-, .--.— ..--� ,-,.1. _�Ij.'"�:, 1..-t,,,,- ,`. -�I7-'_"-.-",.:—,"."�, z.-. � _1- ". -,I. ,-,�- -.' _,... : -., l�.-_-,. '._"A.,.,�,,_-1, "_.:-, :-.'".,-..I1�:r�,,.' i_; .f,,'1,.�', -", -.__4!�,`.-I",�',","�,.,,`,.". ' " �","','_�" -,-:'��'�:I,`l`-� .. _I" -:" . : �--.- . ,�:_ -,�',v," -__., ,z�,-,.) �.�:- �,, .� ""."- _- 1" -7" �,'.,--:,'',,�,,-' ,1"?.-"� ..,:"��-_- '-.�"-- -�,_, -- '.._" _-- .,-_--'.,"_I:,!,�._�' "I" - :�-,�'.':..-,:�, � ,,'._,,1.�,�-,-i-:,,� '_,'!;��-.,-'- ,'. .��'1". .j,I-,, ._-,--" '�.'!;, .,.p.- _-11,-.,_- 2�,��, -.4I�j:.,,- ,.,. ,,..- - .' _ -_�-:-. --'1- -:.,,f",1,'i.:,:",. Docu'i i�t:_►47. 20 n f = x= JUI ��-, ." -'���.- ,,- - .�-' '".,-'-I.''i-,,;�.�.,�_. .�,..,�,_-,c-.' ,--. I�'� -�,..�: " .� --, .1"----A.,-,'1; !; _"1:,- _.._" r t -,,t.-"':'-,:_�-�,- --""'_i,---� `.-.,.,,� _� �,�-, �--� 11.�..�_�- .-�.1-I ,�:..", S andard Form of Agreem nt Be#ween Ownera— , Co or for a r�-o) je fTp= , of Limited ;Scope t = ,,,---.`� I_, ,, �--,- _._,-r:��� :_..--:_- ---'�,, _�_..-*� _.. :,.-,_-. I- �--�� ,. -I��- ,_.11- : = GENERAL INFORMATION ;F_ k )purpose AIA Document A�107 2001 e tabl shes the agreement between an Owner and Contractor for. construction projects of a limited scope..m , 2007.js a -stand-alone agreement`because itcontauis its own internal general '.:1 conditions and doesnot,regttire the'add tion of a separate general`coriditions document This agreement Was formerly 1�'',�1. ,,-' Y _ written for,use only where'the basis'of �' , entls,.a stipulated; suni. In 2007, the.AIA revised', , . _ g 1 ,1. -, to , ,'.�:_. .�-%.).-,�""'"-�.�t�"- __.T.��� .-",�, aceoinmodatetwo additional ,4iment r tethods cost of the work.plus a , ee, with or. without a guaranteed maximum ,4 : -: ' y , price; The (.wrier and Cgntractor:are asked`to select the -paymentin the agreement using a check ,box If-eit. ' of the two cost plus. pa�?men't methods is selected; ;'then the parties;will complete; and incorporate into the agreement;` z �. , r BxhibitA,_}vv i eh provrdes t ie detail for the.Cosf of the Work F r rriore.com lex :projects; parttes'should'constde using-one;bf,the.following other owner —contactor agreements p ;2. ` : AIA Docurrients.A.1.O tTM-200"7;.A102,'�"' 2007 or A103T"'=2007.. These.agreements are written for a stipulated sum, . cost`of the work -with a guaranteed maximum price; and -cost of the work, w�thout'a guaranteed_inax :__ , ,price; i tespective[,y: Each othem'incorpora s by reference A20iTM 2007, General Coridrtions of the Contract for Construction } . _ >. y` .' w 3 k r ,.. t i For single fainilyrestdential,projects� or stnaller and less complexrcommerctal projects;,parttes may wish to consider ry A1OSTn -2007; Agreement Bef �reen,Owne�rand-Contractor foraResidential or 6rriall Commercial Pzo}ect:'' "`-': Y ; , 5 • , Y - i, ' R�lafed Documents B104T-200TStandaid Form ofAgreement-Between Owner and Archttectfor a Projectrof; '3' Ltirttted scope coordinates; wrt�i A 107 20,071and incorporates it by reference If another owner/architect agreement is € Y _ patted with<A107 200, the Airchitect's duties set forth m'A107 200T,may require revision r t. , s rk; ' t , ,- , r A107 2007-is used as one part ofitte Contiact Dociunents that record the Contract for Construction between the T < ° r Owner and ;Contractor The other Gontract;Documents are;Supplementary Conditions, Drawings;=Specifications and j >1Viodiflcatioiis Although ttie AIA - oes nob rodtice standard documents for Supplementary Conditions; prawings or ;.i si Specification`s, avariety of model'nd guide documents are available, mcltidmg-AIA's MASTERSPEC and AIAr Document A503Th42007; Guide for Supplementary Conditions - , ' __, :, _ , IAIA Document AI07 20U7 is to be used;on a pro�eci with AIA-.Document A40ITht 2007, Agreement Between _ F rf ,,, - , ;,:l , - ." Contractor and Subeontractar, app'ropriate'modifcatioiis'shoul'd lie.made_wrth the assistance of legaUand;tnsurance. f y . � counsel Sueh modif edttoiis will Elie seeded because-A401 ', 00Tincorporates by ref erence:AIA;Docuinent:A2 :. , ; ' : _ 20C?,7., General C`ond ttons.of the Contract for Construction,, while A 107-2007 contains its own general conditions; y { - r - , -, , -' t Z. �, D>spute Resolution—Mediati6h and Arbititiofi This document contains provisions for mediation and arbitration of claims and disputes M6diationyis a non -binding -process, btd is mandatoryunder the.terms of this agreement Arbitration may be:ma>udatory under'the terms of this agreement and binding"in-most states and under"the FedeiaL- , Arbitration Act --a minority of states, arbitration provisions relating to;ftiture disputes are not'enforceable but the arties;rna a ee o_ arbitrate afterthe dt" ute'"arises: Eveii"m those states under' certain circumstances'{for example,, - ,', _ ' P „ Y.: -- -,' I "-.�_. ttz'a,transaction m'vo]ving interstate commerce), artiittatioit provisions may be;enforceable under the Federal 2 Arbitration -Act _�- - _ _ _ . _ d' Q ' Q The AIA does not adrtvnistet dispute resolution processes;=To submttdispute. t, mediation or arbitration or'_ obtain , r : .;_ e .copies of•the apphcabie mediation --or arbitration rules, eak the American Arbitration Assoctatton at (80- . 788 ,9, or visit their Web site at www.adr ors. r ; >, fjJ^ 8 , ; Why, Use AIA Contract Documents :AIA contract documents are the product of a consensus -building process aimed + v �'; at balaricii g`the interests of all parties on the coiistructton proleot .:The documents reflect actual"industry;practices, riot .;i , , r r theory -They are state o the art legit documents=regulaif - revised _ keep up with changes tn.iaw and the industry tip yet they are whiten; as far as possible, �n everyday language Finally, ATA contractJdocuments are flexible they, are r' ° a AIA Document A107"" 2007iGopyright 6JOQj _1951, 1958,-1961 1963 1966 1970 i974; 1978 1987 1997 and2007 by The Qmencan Institute of Architects .All rights �eservedr WARNING: This AIA, Document is protected byU S Copyrigtlt Law and,InfernatlonaLTreatias:;Unauthoriiod_ �' d , reproduction or distributwn,bf,thfs AIA°'; []oc i"n, f, "gr any, portlon,of ft, may rosutt in,seveie civil and;criminahpenatties, and -wilt be prosecutod to , jC` ; -the:itiazirrium'extent'posslble`undbr, the'law: Purchaser 'are permitted to reproduce ten (IQ) copies _of thfs document when completed To reportcopyright violations of.AlA Cohteact Document's a m, i'Tlie American Institute of-Architecta legal counsel, copyngogaia,org... ; -: - `' intended�tvl �i i a d o�it individual projects, but in such a way that modifications are easily distmgulshed'from" Fpri I iAL r�6Se - e: r; se of Non-AIA�;For I icoinbination of AIA documents and non-AIA documents. is to:be used; particular.:care a must<be'fakgn. td•chiev 0 stency of language and intent among documents ; ,t�� .F . Letter Fo greernent. etter forms of agreementare generally discouraged by the AIA, as is the performance,- or the whole- ork based.on oral agreements.'or understandings: The standard.AIA agreement. forms" have bee pe through more ihamj 6 years.of experience and have been tested repeatedly in the. iiourts. In on, the standard foriiis,have.been carefiilly coordinated with other AIA documents. Standard.Ftirms; Most`AIA documents publishedsince'19,06 have contained.in their, titles the words"Standard ,.Form.•".:The term.-'standard".,is-riof-meant'to'imply that a uniform set of contractual reduiremerits.is'mandatory-for AIA members or others In the consfcuction industry.,Rather; the AIQ standard, documents are. intended to be used as fair and bal'ahced baselmes from'wluch the parties•can negotiate their .bargains As,such, the'documents have won general,' 1 acceptance wrthtn fire construction industry and have been uniformly' interpreted by:tlie courts: Within an industry , spanning 50 states —each free to adopt different, and perhaps contradictory;;laws affecting tliat industry :AIA documents form' -the basis'ogeneallconsistnty'construction law Use of;Current Documents Prior to using any AIA Contract Document, usersshobld'consult'www.aia.org or a local „AIA'componentto verify the:mostrecent edition._,,. ,Reproductions This document is a copyrighted work and may not be reproduced or excerpted from„withoutithe ' express wr,.itfenpermission of the AIA .;There is;rio implied p'erniissioa.to reproduce This document; mar does membership in The American Institute of Architects confer any";further rights to -reproduce this docume'nt.: =: Ttiis.document is intended for use as a consumable—t(iat is, the original document pur`,chased is`to be, consumed m th'e ' course of its'use. This document maynot.be'reproduced for..•project manuals. If a user wishes to inc lude:a'sample or sampies of this docuineni in aproject-manual, the normal practice is'to purchase a;iluantity of the prepririted'forms, t binding one iri each o£ the, manuals T The AIA-hereby,°grants the purchaser a limited -license to reproduee,a�ma_xnnum"of ten'copies of a completed ' A,107-2007;'but only for,use in connection with, a particular project The AIA"will not-permit"reproduction=outside of , = .4 "the -limited license. for reproduction "granted above;;except upon,writteri'request and receipt of,wraten permission from ' the-ATA: Rights to reproduce the document may vary for users of-AIA software. Licen'sed-AIA softwa_ re user's should consult' the End User License Agreement (EULA) ' f . To report copyright violations of AIA Contract. Docwnents, a=hail .The American Institute ofArchicectsa Iegal +.. ..,Coqnsel;�.dopyright@aia�.org. = ; CHANGES:FROM THEYREVIOUS, EDITION,' A107=2007 revises the1997. editionofA107 to parallel 2067 revisions made in the following AIA 156cumeiits:' ' A1'01=2007, Standard Form of Agreertient:l3etween Owner and'Contractor.wheie the-•Basis,_of Payment is a Stipulated Sum; A102-2007; Standard Foriii of Agreement Between Owner'aiid Co ntractorwhei'e,the Basis ofPaynient:i'the-. Cost of the Work Plus a. Fee with a GuaranfeWAlaximuiii Price, A103=200.7,.'Standard"Form 4'Agreeinent Betweed- Owner and. Contractor wher•`e,theBasis of Payment is the Cost.of the Work Plus.a Fee without a,, paranteed '. Maximum.Price, and AIA Document A2Q1-2007, General Conditions ofthe Contract for Construction: It incorporates " _alterations -proposed by'architects, contractors, owners:and pro`I;essional'consultants.'Sorrie.of.the sigri,ificant- . differences in content between -this edition=atid'the 1997-edition"of-At07 are listed below. , `: Title The title -of this document.is revised-for,brevity and fo focus -on its use forproje"cts that do not'rise to'the level -of complexity -.that would.require a more detailed,agreeniegt.paired;with A20:1=2007,:Generat .Canditions'of the Contract for 'Constriction. Format. A,table of articles -is added. and,sections are re -ordered to correspond to the sequence.of sections in other AIA ' ,-'owner-contractor.agreemen'ts,.and-in A20.1 2007-. Exhibit A supplemerits,_the'basir agreement by,providing aiidifionai •: �. ` AIA Document A107'1" ,-2007. Copyright 01936,=12951,1956,1961, 1963 1966,'1970 19.74, 1978,-1987 and 1997 and 2007 byThe Amefican Institute of 2 ..,Architects'.:AII rights reserved. WARNING:=This AtA.'Documont IS protected 6y U.S:,Copyrlglit Law:and iiiternatlonai Treaties: Unauthorized-, , reproduction or distribution. -of this-AIA® Docdment,:or,any portlon-of It,: ay result, insever© civil and criminal penalties, and will be prosecuted to the maximum extant possible. under the -law. purchasers are permitted to repreduce ten (10) copies of this docurpent when 6ompleted, To report copyticght violations of AIA Contract Documents,,e-mail The Amdncan Institute of Architects':legal counsel, copyright@aia.Org. _ > . information related to the Cost of the Wok Exhibit A is required only if the parties choose one of the cost-plus " payment methods...._' Article 3. A checkbox is added where the -parties -may select the -Contract Sum and the associated method'of payment. " ;The: Stipulated Sum now -makes provisio :for allowance prices; the "new Cost of the Work witli a Guaranteed • -Maximum, Price may include ""-'allowances,"- unit price ,._ and ``alternates. Article 4.Section"4.1.4 now -includes a fill; point where the parties may indicate whether retainage will be withheld, -,land —if - under what.terrns. • - " 'Article 5. As in- A 107TML 1997, an initia decision is a condition precedent to mediation, and mediation is -a condition " precedent to any binding form of dispute resolution. However, arbitration is not mandatory under A107. 2007 so the ?: parties mustselect the binding method of dispute resolution, from three`ehoices: arbitration; litigation, or another ttiethod that "the parties must identify. -.New w Section 5.l provides a checkbox for selecting, or stating, the method of binding disptite resolution to be followed4or°any dispute not settled through zriediation. Article: Section`9:7,adds an Allowances •section which explains which costs may be included in them. Section 9.8, adds.a new. equrrement for.the Contractor- to subimt a construction schedule. _ Anccie 13.'Sectio.n.13 2 adds proyislo s fo"r the Contractor to obtam-interim payments in the event the Owner and Architect issue a Construction Change-birective. Article 14. New provisions are added to address payment procedures that are unique to stipulated sum, and guaranteed- maximuin pJ ice contracts; ; Article 15. New Section 15.4.2 requires the Contractor to prepare,a "punch" list prior to Substantial Completion. New , text in "Section 15.4;3'regtiires -the Arc titect to conduct.an inspection for the purposes of determining -Substantial - Completion. • {' Article 1.7. Tlie-nisutance provisions now require the Contractor to obtain general liability irisurance for completed operations and to include the Owner and Architect as addition insured during the Contractor's operations; and the. bwner;as.an additional ,insured during completed operations. These changes reflect industry practices. New Section 17 4 permits:fhe Owner to,require pefformance and payment bonds, and to stipulate their requirements in bidding, documents. i Article,20. This -article now _perimts; the-`Owiier to terminate the Contract for its convenience,.and sets forth the " _ :Owner's frtiancial duties to"tbe Contractor in that event: Article 21. This is a"new article thabconsolidates claims and disputes,procedures.-Section 21.5 allows for = _ consolidation of -arbitrations •add ionder,of parties "in arbitrations; if the parties have selected'arbitration as the method of binding dispute resolution. .. • , # USING A107 72007-- 1 Notices .. Prospective bidders should be info •tined of any additional provisions which may be included in A 107-2007;• such as liquidated damages or payment-foristored materials, by an appropriate notice in the Bidding Documents and.the: Supplementary;Conditions. Modif efitions Particularly with respect to professional or„contractor-licensing laws,,building codes, taxes, -monetary and interest charges, -arbitration, indemnification,. format arid- font size, AIA Contract Documents may require modification •to, comply with state _or local laws. Users;are encouraged to consult an attorney;before completing or modifying a ' document In =a'puichasedpaperAlA Contradt.Document;"necessary modifications` may be accorirplished by writing.oc'typingthe.,. appropriate terms in the blank spaces prodided.on:the document, or -by attaching Supplementary Conditions,•special - conditions or -referenced ainendi Bents :Modifications directly to purchased paper AIA Conti act Documents may' -also ;be achieved by striking out.language However, care must be taken-m making,"these.kinds of deletions. _ = c" AIA Document .A107?" -2007. Copyright © 1986;',1951 1958,,1961;.1963, 1966,,1,970, 1974,-1978r 1,987 and 1997.and•2007.by The'Americm Institute of - Arctiiteets. All,rlghts reserved; WARNING: This AIA° pocumentls protected by U.S. Copyright L'aw and International Trestles: Unauthorized 3 _ reproductionmor distribution of this AIA, Document, o�,any portion'of it,.may result ins©vets civil and criminal penalties; and will,be prosecuted to -the maximum extent possible underlhe; law: purchasers are permitted'to reproduce ten (10) copies of this documentwhen completed, -rep . :. violations of AIA_Contract Documents, e-mail The.American Institute of Architects' legal counsel, copyright@aia,org: " Under. NO circuiiistances should standard.language be struck out to render it illegible. For ex usets•should not : apply bl' kin' tape, eorrect>on fluid; or Xs -that would completely obscure'text. Such practicesImay ;raisesuspicion of fraudulent concealment,;or suggestthatthe completed and: signed document has been tampered with, Both parties,-.,,- ' should initial handwfiften changes :. Using AIf1: software, modifications to insert irifortnaton and revise the'standa"rd AIA'text maybe made as the software permits By.reViewing properly.mad0, modifications Ito a standard AIA Contract Document, parties familiar with: that document r can quickly understand: the essence of tha proposed relationship: Commeiciahexciiangesnre greatly simplified and expedited,:good-faith dealing is;'encou-raged, and oth6iwise laten_t,clauses are exposed for —scrutiny:— AIA Contract Documents may not be retyped or electronically scanned Retyping can introduce typographic errors and cloud,legai;interpcetation given to•it standard -clause; tiithermor'e, ietyping arid. electron►c'scanntng=are not; permitted underthe user's limited license for. use. of the•'documenyt,`constitute the,creat on ofa derivative work'and violate the AIA's=copyright Cover Page n l: Dates The-daterepresents the date, the;Agreeirient.becames effective. Itmay be,the date -art original oral -agreement was teaclied,..the date',the Agreement was originally submitted_t6the Owner; tlie,date autl orizing,action was, taken or r.,. °the date of actiial.eke eution' It will be the'date from which the Contract Time'is measured unless a different date is iriserted'under-Section2."1; � •' _ Parties Fames to the A ` m— entshould be4d6niihed using the.full address and legal name under which the f '• Agreement is to be executed, including a designation of the legal status of both parties (sole'propnetorship, ` artnershi oint venture' uninco orated assoeiation,.l mited partnerihip or co , oration' eneral closed or professional], etc) Where appropriate, a copy,ofithe resolution authorizing Elie individual to -act on behalfof; the_ f rm or entityshould be attached. Other informahoii maybe :added, such,as telephone mimliers and electrouie addresses a r •"Project,The proposed Project should be described in suffcienf detail to identify (1) the official name or title of the facility, (2) _the location`of the site;. and (3)_ a briefdescriphon of the Project; including Elie proposed building usage, size, and:capacity or scope of the project; i , Architect. The; Architeces full legal or,corporate title should be used.',- J• ' T . 3 Article 2 Date of Commencement and Substantial"Completion The following items should be included.as'appropriate § 2.1'The date of comtnericement oft] should be inserted if it is different from the ,date:'of the Agreeriient•. It should riot be earlier than the date -of execution (signing)"of the Agreement.: After'the first sentence, enter either the ` .specific date of `commencement,of the Work, or if a notice'to proceed is to be used enteithe.sentence, "The _date'of - commencement shall'be stipulated by the noticeto proceed When time„ofperformanCe is Y be strictly enforced, the; statement,.of starting time should -be carefully weighed. ; " `§ 2;3 The time within which Substantial,•Completiori ofthe Work.is,to be achieved may, be express} d'as- a number of " days (pidfeiably.calendandays)'or:as a apeeified date. if a speci'fied,date is used And the'date of coiniiiericement is to _.. ' be given in a notice,tap 'c ed;-these-dates mus{be-carefully coordinated to'allowsuffcient time`for completion of the -Work: Anyrequirements''for earlier Substantial Completion o£portions;of the Work:sliould:be entered here ifiiot sp, 6iftedy= , .. r elsewhere -in the Contraet'Docutnents _. Optionally, insert any provisions;for liquidated'damagesrelating to failure to`corriplete on time,.or for bonus payments ^. - -_< fonearly completion.`Ligtiidated damages are: not.a penalty to'be inflicted.,on the Contractor, but must bear an -;actual and`reasonably- estimable` retahoriship to .the Owner's 10ss.1f constructibriis not completed on time There is little or 'no_` legalprecedent to support the proposition of linking a bonus with�apenalty 1 fliquidated damages are to be assessed •because'deI ae ponstrucfion will result iixactual,loss to'ihe Owner the amaunt:of damages due °for;each"day,lasi . r - AA Document A107TM _2007 Copyright(01936, 1951 1958,`1961;.1.963 1966; 1970 197A, 1978; 1987 and 1997.and 2007 by The-Americah Institute of„ , Architects. All rights -reserved: WARNIN®:,This�AIA® Documental-protected.by U:S..Cop-yrigirt Law-and"International•Tr"eaffes.:tlnadthorlied reQroduction or distribuilon of this /UA .Document,, orany portion of it, may.resultinse4ero_civi6, and criminal pefiAlties, and will be; prosecuted to tho maximum ortenf possitilo under tha lave. Purchiisers`are pemtitted Eo reproduce ten (101 coptes of this document when compieted To report Copyright i violations of AIA Contract. Documents a-maif The.American Institute ofArchitects' legal counsel, copyright@aiaorg. #AIA Document Al 07"' - 2007 retractor for'a=Project _ Standard -Form of Agreement Between Owner and Co 1 of Limited Scope AGREEMENT made as of the day of - - - -- -� - - � ..OuwC� --- - - - - - (In words, indicate day, month and year)` : - ': = BETWEEN file Owner. _ . This document has important legal - (Naive, legal status, dddress and other ii formation) �nseguences: Consultation with - (4TI�i T 1 L,/ lEI.J' (3�P►C 4 C 'L�� DO M ( /i'r um . an ittomey is encouraged with �`/L� respect to. its completion or - - modification.. Y - ! and the Contractor: y zY r Name -1e al 'status; aa�dress and, other in ormation ' : t for the'followiitgVA xwLur -Project - � (Name, location and detailed description) - V COr�t"tR� 42EPI tR4 ' tl A�i'�R PRgp?�!�!" • T•he.Arclutect: t ,... " (Name, legal status, address and other info, rmatio"n) At' 'tzrµ_ . N�r�1 KAVAS SM . - The-Owner.and Contractor ai ree:as folIows.` -,---,AIA Document A107TM -2007. C opyrIght ©'ie38, A951,1958,1961;_1963,-1966,1970;-1974;1978,1987;1997 and'2007.. by"The American Institute of l - Ink Architects. WARNING: This AW Document is protected by U S. Copyright Lsar.and Intsmationai Treaties.. Unauthorized reproductlan or ..: � distrlbuUon of thls,AlA� Document; or any.portion of Ft, my r esu!t in suvsrs civil and;crtminal nattiest and will be prosecuted"to the nmWmum_ ti Pe t irtt�nf:po 's16le`uricfir the lainr: Pvrcha"ears ern petinitied to'reproduwen +10) coplesol this doiximent when eampleied To report copyright vioiatbns of _ -. AIA Contract Downents_e-mail The American Institute otArchitects_Legal.counsel,_T=PYdght®ala:org: , . TABLE OF -ARTICLES a = 1 THE WORK OF THIS CONTRACT 2 �:' DATE OF:COMMENCEMENT'AND, SU[iSTANTIAi: COMPLETK)N 3 CONTRACT SUM _ 4 - 5 DISPUTE RESOLUTION 6 ' ENUMERATION OF`CONTRACT DOCUMENTS t r. ` 7 GENERAL!PROVIIS�ONSI ,L� t t, :.t tc,_ , J r dj Fe (�.iia i Lr1•1 7 E (1'jrl J�d,�;>.. .{ I....114 ,.� t"'}.Fi J.t.'1 G. :!-•i :..i } 9 f S f .j ~fti.-j �.:/! - s OWNER )# - - 9 ` CONTRACTOR' f } 10 ARCHITECT: SUBCONTRACTORS 1 r x _ F 12 CONSTRUCTION,BY OWNER OR BY SEPARATE CQNTRACTORS 13 CHANGES tN THE WORK ' ���? fn�.,fi C'�.J '•i � ~'� ��i 1i yet 'r% i J 1yl ! J'- r:.�x �., }t (S � 1..`. r- - ... 14' „ TIME, PAYMENT6'AN6 COMPLETION + ' 16 PROTECTION OF PERSONS AND PROPERTY' 1" 17 ;` INSURANCE A BONDS c" c 18 CORRECTION OF:WORK `{ f .�,,.�:.��;�s'.'d`�,1i.�ii�c;..,��..__,� i 19 r MISCELLANEOUS PROVISIONS T A 20 �V, TERMINATION OF THE CONTRACT ° - ~ k ; _ ' T 24 ' CLAIMS AND DISPUTES ARTICLE I THE WORK OF THIS CONTRACT, Contractor shall execute the Work descnbed in the Contract Documents, except as specifically indicated m the t , Contract Documents'to be the responsibility of others x t ARTICLE 2 `DATE OF COMMENCEMENT AND �f MANTIALaO,MPLETION'. -T-h.c date-ol' commenceinent-of-the-Vuozk shall -be -the date-ofthis.Agreementsinless adifferent dates statecLbeloyv —:—orprovisibn-is made for the date to be fixed m a notice to. proceed issued by, the,, Owner _ = - x b jlnsert,lhe. date of commence�tzent; rf it d yers frW the a1e'of 1his.tf eeAtt nt or, if applicable, slate�dhat the date w dl " i beamed ir} a.notic�to proceed.)': - -- § 2 2:The Contract Time shall be measured from the date of commencement AIA.DocumnitA107TM 29GT 60riyhi0,4936 9951,1958 1961 1983,1966 100 i6i* 0 ,1987,1897and 0()7byTtieA ricanlnstitutaof � .._Architects WARNtNG_This AfA°l�cumsntli ptots�tod by li S; Copyri9hi 4x► od )nterpational Treaties UriauthoriaQd rsproclucUon or _ ''` disiribudon of this A!A• Docuaifentrar #gypor�ipn=ofiTfiy mayi�suit7nsiwro chits nderrinal genaities, and will bi pfosecilt8if to trie tndlxitnum� extent-posslhfe:underthe lary Purchnsers ere ttad to reixodtx a ten (10) copies of fhlc dociumont whdroorrmploted.Ta roporl aopyrtght v1o1x2Fans of= a -_ AIA Contract Documents, 8-ma(t The American i�e of Arc�iitedsr course copyngfiT@efa org § 2.3 The Contractor shall achieve Substantial Completion of the entire Work not later than days from the date of commencement, or as follows: p •Z© �� (Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement. If appropriate, insert requirements for earlier_ Substantial Completion of certain portions of the Work.) " - - ---Portion of the Work Substantial Completion Date subject to adjustments if.this Contraci Time as provided in the Contract Documents. (Insert provisions, . f any, for liquidated damages relating to failure to achieve Substantial Completion on time or for bonus paymetits for early completion of the- Work.) i -. a _ ARTICLE 3 ,CONTRACT SUMP2ANC W tr-,.N § 3.1'THe Owner shall pay the Contractor the;Contract Sum in current Funds for the Contractor's performance of the Contract:,The Cohiid'ct Suiii-shall be one'of.,thdl=following]' _ (Check the appropriate' box) ❑ Stipulated Sum, in accordance with Section 3.2 below [] `Cost. of the Work plus the Contractor's -Fee, in accordance with Section 3. 3 below Cost of the Work plus the Contractor's Fee with a Guaranteed Maximum Price, in accordance with ' Section 3.4,below, . 1."�'-,��-'•'•- � .,� q.,i `•. ••, - i• ,', t �.r ,�-,,�j •S Ira � .. _ _ + - f pseed on'the selection above; complete Section 3.2; 3.3 or 3.4=below)' - - •- § 3.2 The Stipulated Sum shall be- - Dollars ($ ); subject to additions'and deductions as piovidM fi the Contract- Documents: �' -' - § 3.2.1-The Stipulated Sum is based upon the following alternates; if any, which are described in the Contract- _ Documents and are lieieby accepted by theb-wner: ;'� 1 j. = :' ' ' (State 'the numbers or other tdetitication of accepted alternates. ,If the, bidding orproposal documents.permitthe ' Owner to accept other; alternates subsequent,to the execution of this Agreement, attach•a schedule ofsuch•other. ` alternates showing the•amount for each and the, date when that amount expires) t 1 AIA Document A107- - 2007. 61i�ydyht 01936, 1951,-1958; 1961,1963.1966;1970;1974; 1978,1987, 1997;and 2007 by The American Institute of Ale L Architects. WARNING: This Al Document Is protected by U.S. Copyrlght Law and International Trestles: Unaathorizadreproduction or _distribution.of.this.Ale.Documeni, or thy_ portion of It, may result In severe civil and criminal penaltiss,. snd will be prosecuted to the maximum :ii ient possibleeundir the -law: Putbhasefs are peimifted to reproduce ten (1.0)-copies-of this documen4wtien:corripl®ted.-To'report'copyright`viataiions of - _AIA Contract Documents, e-mail;The American Institute of Architects' legal counsel,.co ata.o --- — --- -- --- - -° - = PYn9h� r9 -- - ----- - _ - - _ § 3.2.2 Unit prices, if any: (Identify and -state the unifprice, and state the-guantrty limttataons;.if any,. to which the urirt price will be applicable} ' f Item Units and ImItations , _ - Primper Unit ($0:00). §-3,2.3'Allowances included in the stipulated sum, if any:. _ =(Identify alloiance and state exclusions; if, any, from,.the allowance price.). Item. + Allowance § 3.3'C6$T'AF THE WORK PLUS CONTRACTOR'S FEE - :." §, 3; 3:1 The Cost of the Work is as defined in Exhibit. A; Detemm�ation of the Cost of the Work 1 I r § 3 3.2 The ContractoYs' Fees, - (State a ;lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Fee and the'method of ( gdjfistment td'ihe F'ea for;ehgrtgesa rn fhe �YYorl�)>, r i, l ; '1.:t , , j' •�( r; ^ �y�i Q- too i /�4�,. r �t `rp; ,��,'.�� /��...,•r�.p1��t f. v .`�yr / .-_ I` 1 r '"`.. dr�rY \�l".I 11 4•- VkAAW 'I '��"'�/� 1 / �`.."' 9�9. +i�l�•"'w��r ^n NSJ`�„Y� : _, . i. F'�llr I/~M+�i��+•\ JT`p`''�YrY"A^'�.rw! . - 1S. 4 �- t _ '.S, N`f .. � •{: `i- tv -� .. 1 y • •- . 3.4 COST OF,THE WORK PLUS CONTRACTOR'S FEE WITH AGUARANTEED MAXIMUM PRICE ;,. . •` § 3 4.1 The Cost of the Work 3s as defined in Exhibit A, Determination of the Cost of the Work § 3. 4.2 The Contractors Fee: ; _(State a lump sum,"percentage of Cost of the Work or outer provision for determining the Contractor's Fee: and the method of adjustment to the Fee for changes- 'in" the Work) -- § 3 4.3 GUARANTEED MAXIMUM PRICE N pk �':rs' 3.4.3.1 The sum of the Costof the.Work, aiid e-Contraetor's Fee is.guwinteed by the Contractor�not to,'exeeed! Dollairs ")'subject to"additions. and` �$.. , -: d6ductions_liy changes iri the Work ni as provided the Contract'Dowrnents. S' maximutri sumlis referred to mthe - - Contract Documents as the Guaiantecd Maximum'Price. Costs which would cause, a Guaranteed Maximum -Price, to b ' ~ exceeded shad be paid by Uie Contractor-without-reimbursement-try-the-Owne . speck provisions f the Contractor rs tartrcipate to anysavings.) T a 71 AIADocum�ntA10TTM 2007.Copyripht01936,;t9511858;:1961;-196319N;:-1970„1974,:1978;1987;-1997and 2007byTheAmericaninstituteof �nl " _ Architects'.WARMItVG, Ttifs AIA° Docur�snt_fa proud by U.S-VCop}Glght taw and Itrtematlonil Treatlss:_Unauthor�d roExoilUotion or ____ 4 ` " -- - diatrlbution of-thfs.AlA� Dceumeal, orriy portion of tt; inay result In"tiv®re: civil and crfm(n81'pinetfios; and wltl b� p�osicutecfto the:mextmum=` 4 " -"` -=-.�iYtsii!"pose!ht�_und�thi:ta�er�P_uroltasetsat!'p�'nfttedloJr�BP�y�-ten=(10):coptes of this docut►iertt_when corn eted To report copyright vwlations of -•. AIA Contract Docunrents, a -mall The Arrterican Insiftute of Architects-lagat,Counael, copyright@ala:orga • � -' -' - _ - - -_• _ _ - § 3.4.3.2 The Guaranteed Maximum Price is based on the following alternates, -if any, -which are described in the Contract Documents and-are,hereby accepted by the Owner: I. § 3.4.-3:3-Unit Prices, if any: = .- : - : • - -, (Identf� and state the unit price, and.state the quantity limitations, if any, to which the unit price will be applicable) Item: - Units and Limitations Price per Unit (;0.00) § 3.4.3.4'Allowances included in the Guaranteed Maximum Price,' if any: ' (Identify and state the amounts of any allowances, and state whether they include labor, materials,' or both) Item ' r . Allowance t 4,3.4.3.51Agsuin0ti6ns, if any„on1Much the Guaranteed Maximum Price is .based: __ RTICLE 4" PAYMENTS 4:1, PRO�RESS:PAYMENT$ § 'Based upon' Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued- . e Architect, th'e,Owner shall'make progress payments on account of the Contract Sum to the Contractor as provided Belo d elsewhere in the Contract Documents. § 4.1.2 The period covered ch Applicalio_ n for Payment shall' be o g •on the last day of the - trionth,:or as follows: § 4.1.1.Provided that an'Application for Payment is receiv chitect not later than the. l 9T 11L- day of a month,. the Owner shall'.make payment of the certifie the Contractor not later than the day of the: "month. I pli lion for Payment'is-received by the Architect after the date' fixed above, payment shall be made by the Owner no r than. ' (: )days after the Architect receives th'e'Application for Payment. _ (Federal, state or local laws may require payment within a'certain period of time.)'' -§+1.4_Retainage, if any, shall be withheld as follows:.. - jo N.-� ' .: AlA Document-A107"' 2007. Copyright;®1936,195; ,19 158,..1961; ,1963; 9966; -1970; 1974;1878; 1987;1997 and 2007.by The Ameripn.lnsfitute'of Init Architects. WARNING: ThlwAlAe,Document Is. protected by U:S.'Copyright Law and -International Treaties. Unauthorized reproduction or - • 5 __-,distribution of -this _AleDocumentLocany portion ofit, may.resutt insevero civli.and_crimtnal.penafUss, anSl will I» ro"secuted to the maximum ',. • _ _ P extent possible under.the taw. P,uichasers are permitted to reproduce ten (10j copies of this docuraeht wfiemcompteted.-To report copynghtvlotatbrt� of - i - --_ ---- - :-- AIA_Contract Documepts,.e matt ThWAme (:ga nstitute_of Ar Kects':leyaI courtsel; copyrightQata.orp §4:1.5 Payments due and unpaid under -the -Contract shalbbear.interest-from the date payment is due.at the rate stated below, or in the absence thereof, at the legal rate prevailing from timeto time-atthe place_ .where the Pioject'is;located: ` Insert rate of interest agreed upon, ran §` 4.2 FINAL -PAYMENT •__§42-1 final payment, constituting the entire' unpaid balance of the Contract Sum, shall be''in by th&-0Wner to'the _ . - .1 the Contractor has fully performed the Contract.except for the Contractor's responsibilityto correct t °'.:Work`asfprovided in Section, 18.29. %'And.to:satisfy other requirements, if any, which extend beyond final r`^i I � • "_ 4 -. y ..r .2 the contractor -has submitted, a final accounting for the Cost of the Workt where payment is on the basin �: of the Cost,of the'Woik with,or without -a gLieidteed -maximum price; and - .3 a fmal:Ceitifcate for Payment has. been issued.by'the Architect: - § 4 2.2 The Owner i final payment to the Contractor shall be made no later than 3,0 days after the "issuance of the :Architect's final Certificate'for Payment, or as follows ,( s { ARTICLE 5'. DISPUTE RE§OI.UTION § 5 t BINDING,DISPUTE RESOLUTION ` For any claim subject to, but not r`esoleed by, mediation`purs,, 'to.Sdctiori 213 the method of bmdin�'dispute' resolution'shail, as follows (Check the dpproprcrle.box.' If the Owner and Contractor do not 'select a method'of binding dispute resolution below; or do not subsequentlT, agree wwriting to a binding dispute resolution method other than l tigalion, alai»ts will 'be resolved in, court competent)urisdiction.) ; (Arbitration pursuant to Section 21.4 of this Agreement. f „ f ;it tion iil a court of competent jurisdiction ❑; ' Qther-(Specify), ' ARTICLE 6 ENUMERATION OF CONTRACT DOCUMENTS "~ r- § 61 he Contract Documents are`defined in Article 7'and, ex pt,for'Modifications issued after execution of this " - Agreement, are enumerated in' the sections § 6AA The.,Agreemerit is this. executed A1A;-D6Wment A167 2007, Standard Form of Agreement Between Owner and'.: - - - -Contractor for a Project of ited 8�ope. J-6.� Th6-Suppletnentary-and-other-C--ondidons o€'the C-ontrast r Document Title - ' Date Pages AIA,Document A107T'" =2007 -Copyright®-1936, 1951 1M"1961; ;1963, 1 968 ,1970 1974 _1978,1987 1987 and 2007 by The American Inatltute of In(t Architects tNARN1NG:sTtils AIA't)ocumottt I_s�rotactgd b U 9.•Copyrlghtl�w and InWnutlonal:7natlos Unauthorized nproducNon or_ =:--�t�iribution•ofahls:AlA�Qocuroint; or-iny portion`oiat, may _isutk(n ivii�_clVli end'criietniipnaltles, Arid'wlll bi p�osicutiti 4o=tlii maximum'` � �—_ ` aflint-noss16w-un&r_-tt izw p_urbhaseiigmpstm0ted3o=tgPeoduc =tell iiO):w les=of-this-doswrr�entvRten:oom lete�:^To're vlotations of _- ---fit— AIA"Co6tract;0660in -, e=mail-Ttie American )ri§t Lt Wof Architects; Iegai counseF; coPyriBht@ala:org: '�- _ •-- § 6.1.3 The Specifications: I (Either list the Specifications here or refer;to an exhibit attached to this Agreement.) Section Title Date Pages `�P!4t2 if W A�t'ItliP(Z SAG 21 �7-01 t `� 04 Z Pbto WeRK SAEET 61 4 The Drawin s. 3(Sxi p § :.g :.. f; ..sTtRI S P010,�2es (Either list the -Drawings here or refer to a' it attached to this Agreement,) Number " Title Date „§ 6;1..5 The Addenda, if any:: j i Pages Number 'Date - , • 3 C Wr3 , flANL%�L p 2pP05AL - I CO T f?�4�-T . Portions of Addenda relating -'to bidding requirements are not part of the Contract Documents unless the bidding requirements"are.enutnerated in this Article 6. § `6.9.6 Additional documents, if any, forming part of the Contract Documents: .1 .- Exhibit:A, Determination of the Cost of the Work, if applicable. S4M16714'S W97,v0iC; 4. G. ED' .2' AIA Document E201TM=_2007; ,D gital•Data Protocol -Exhibit; if completed; rthe following: ,I;dcttr eMwa-t .3 "Other documents: (List here any additional documents'that are.intended to form part of the Contract Docuients _ QbI:►JG'. PAiNTtn1 A+ Nc7RRlcJ1 P2t~ii�-tit PLA45W ARTICCE7-GENERALPROVISIONS § 7ATHE CONTMC.T,DO.C.UMENTS ._ The Contract,Documents are enumerated in Article 6 and consist of this,Agreement (including, if -applicable; _ -,Supplemen_ta -aril other Conditions ofxhe Contract), Drawings, Specifications, Addenda issued prior to the execution - -..•r o his Agreement; other documents listed'in this—Agreetrient-an&M&difications issued -after execution=oftliis greement. A-Modification.is (1).a written -amendment to the -Contract -signed by -both parties, (2) a. Change Order, (3) a Construction"ChangeDirectiVelor (4)--aavritteii order for-a'mirior change in the Work -issued by the -Architect: The intent of the Contract Documents is to -include all items necessary_for-the proper execution and completion of the Work by the AIA:Aocument:A107TM =2007: Copyright ®-1936,1951;.1958; 1961, 1963, 1966; 1970, 1974, 1978, 1987; 1997 end 2007 by The American Institute of Init. hitects,WARNIPIG: This AIA°Document is protected by U.S. Copyright Law and Intematlonal lraatlas. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it; may result !n severe civil and criminal penalties; end will be prosecuted to the rrlaidmum extant possibirunder thclaiNrPurchasers are pemtitted to reproduce ten (10) copies=of tNls document when completed: To'report copyright viotallons of __ ---_-AlA_Contract Documents„e-mail The American Institute of Architects' legal•counsel, copyright@aia.org__•`-__ __ _- ;_ •_- : � __• -- _ . __ _ _ • - - - Contractor. The Contract Documents are complementary, and what is required by one shall be;a&binding-as•ifreq*ed. by -all; -performance by the Contractor shall be'required,to the -extent consistentywiih the 6ntract4Docum_ents_ 'and.: reasonably inferable from them as being necessary to produce the indicated,results: - §71 THE CONTRACT The Contract' Documents form the Contract -for Construction. The Contract -`represents the entire and integrated - -agreement between the parties -hereto and supersedes prionnegofrations, representatr"on - agreements,, eitfier written or • •oral: The Contract maybe amended or modified only by a Modification. -The Contract Documents shallnot be -construed to create a contractual relationship of any.kmd.between:any persons or-entrtres.other than the Owner and the = Contractor. § 7.3 THE WORK The teen "Work,' means the, constri .ction_and services required b�+ the on Documents, whether completed or . partially completed, and includes 'alf other.labor; inatenals, equipment -and: s'ervicesp-ovided orAo be provided -.Coniractor to 'fiilfilI the Contractor's obligations. The Work may constitute the.whole or apart of the: Project:- , .. § 7-A INSTRUMENTS OF SERVICE - Instruments of Service are representations, in any medium'of expression now known, or later developed; -,of the tangible and i 'tangible`creative work.per1 rmed by the Architect and the Architect's consultants under- their respective.. . professionaltservices agreements. Instruments of Service may include, without limitation; studies, surveys; models, sketclie§; drawings; specifications,. and other similar materials. § 7 5 OWNERSHIP AND USE OF DRAWINGS; SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE § 7.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of there respective .' v Instruments of Service, including the Drawings and. Specificattons;.and will,retain' all common law,:statutory and otl3er' ' reserved rights,"including.copyrights. The*QontTactor,`Suhcontractors, Sub -subcontractors, and material or, equipment ;suppliers, shall -.not own or claim a copyright'in the'Instniments of Service. Submittal or distribution to riieet official regulatory requirements or for ottiei'pfittoos,in connectioh with -this Project is not to.be construed as;publrcatron m - derogation of the Architect's or Architect's consultants' reserved rights §•7.5.2 The Contractor, Subcontractors, Sub subcontractors and ma'terral,or.-equ�lprnent suppliers are authori11. zed to use . . and reproduce,the'Instruiiieiits of Service provided to them solely and exclusively,'for execution of the Work. All'copies - made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service: The ` Contractor, Su$contractors,.Sub-subcontractors, ,and material: or equipment suppliers may not. -use: the Instruments,of Service_on other:projects or for additions.to,this Project outside the scope of the Work without the -specific writtezr ;consent of the Ovrner,,Architect and the Arcliifect's consultants. § 7 6 TRANSMISSION OF DATA IN DIGITALFORM If the p- an' transmit lnstniments'of Seivice.or;any other information os documentation.in digital form;:tfiey - shall_endeayor,to-establish necessaryprotocols governing such transmission, unless otherwise provided in the Agreement or_.in the'Contract Documents. -. ARTICLE 8 OWNER § 4.1;INFORMATION AND SERVICES,REQUIRED OF"THE OWNER § 81.1 The Ownedshall.furnish, all'necessary surveys and a.iegal description of the site.-,s ._Y 8.1.2'Tlie Contrac_tor•sh4ll,be entitled to relyon the 4c __ Cy of inforir}atioriFfiirnishedxby, xhe ,(J,wner but shall exercise proper precautions relating to the safe perfonnance`_of`the-Work '- - - " .r-F n nr nPf rmitc anti a-fi ek-tha arm-refhe iesnon 1bility 6fder-the-C-ontract-Documents�luiling=— assessments and charges required for the construction,-use.or-occupancy of permanentstructures or forpernianent. . changes iiexidifig�facihties § 8 2-OWNER'S RIGHT TO STOP THE=WORK = ,- - - If the Contractor;fails to correct Wo k whiCI%ts not`in accordance with -the requirements -.of the-.ContractDocuments, or repeatedly fails to carry out the Work i accordancevith-the Contract -.Documents, the.'Owner may issue. a _written order to the Contractor. p _the 1 or . or any portfon-ffiereof,�untitthe-cause-for-such :order is -eliminated, however;, the - - AIA Document A107i! — 2007. Copyrlg4t®•1936, 1951,1958,1961,_1963, 1966,1970;1974, 1978, 1967,-1997 and 2007 by The American Institute of .dlstributigh -or i `-- `e7R0ntjJommetunaerme taw-r-urcna rd tit tryt"i _- - - AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@ala.org. - i right -of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. § 8.3 OWNER'S RIGHT TO CARRYOUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents, and fails within i a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, ttIe Owner, without prejudice to any other remedy the Owner may have, may - correct such deficiencies -and may dedue the reasonable cost thereof, including Owner's expenses and compensation for_ _ the Architect's services made necessary• thereby, from the payment then or thereafter due. the Contractor. ARTICLE 9 CONTRACTOR 9:1 REVIEW -OF CONTRACT DOCUME TS AND FIELD CONDITIONS BY CONTRACTOR §_9:1:1 Execution of the=Contract!by the Contractor is a representation that the Contractor has visited the site, become _ , - generallyfamiliar with local conditions under which the Work is to be performed and correlated personal observations With requirements of the Contract Documents. § 91.2 Because the.•Contract Docume Its are complementary, the Contractor shall, before starting. each portion of the Work; carefully study and compare the various Contract Documents relative to that,portion of the Work, as well as the ' information f iriiished.bythe,Owner,lpursuant to Section 8.1A, shall take field measurements.of any existing conditions related to, That portion of.the Work and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and -are not for.the purpose of discovering errors, omissions; or inconsistencies in the f Contract Documents; however, the Contractor shall promptly report to the Architect any errors,mconsistencies; or omissions discovered by or made known to the Contractor as a request for information in ,such form.ds the Architect'may require: Itis rycognized that the,Contractor's review is made in the�Contractor's .capacity as a.contractor andnot.as a licensed design professional unless otherwise.specifically provided in the Contract , Documents: § 9.1.3 The Contractor is not required to ascertain that the Contract Documents are in accordance: with,applicable laws, :statutes, ordmances, codes,"rules_Iand:regulations, or lawful orders of public authorities, but the Contractor shall .promptly report to the -Architect any nonconformity discovered by or made known to.the Contractor as a request.for .. information iii such form.as the Architect may. require:., "`.. §'9.2 SUPERVISION AND CONSTRUCTION PROCEDURES, . § 9.2.1.The Contractor shall supervise and direct•the. Work, using -the Contractor's best skill and attention. The Contractor- shall -be solely -responsible for andhave control over construction means, methods,.techniques, sequences f L "and procedures; and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other_`specifia iristnictionsrconcerning these matters. § 9:2.2 The Contractor shall be -responsible to the Owner for acts and; omissions of -the Contractor''-s employees, - Subcontiractors.and their agents andemployees, and other persons, or. -entities performing portions of the Work foi.or ;on behalf of the Contractor, or any of its Subcontractors -- § 9.3 LABOR AND MATERIALS §,%3AUnless.otherwiseprovided:.in•the Contract Documents,.the Contractor shall provide and pay_for,labor, materials, equipment; tools; construction -equipment arid,machinery, water; :heat,• utilities, transportation;' and other.facilities and - ' services necessary for,proper:execution,and completion of the.W . whether temporary or permanent and whether or not incorporated-orto�be�imorp6inted in the=.Work + - § 9 3.2 The Contractor shall' enforce strict discipline and good'ordec'amongatie Contractor's employees and other - persons canying-out the Work.!ThetContractorshall not permit employment of unfit persons•orpersons not skilled'in tasks --assigned to them.{ § 9.3 3 The. Contractor may:make a'subs_titution only with the consent of the Owner, afterxevaluation,bytheRrchitect and m: accordance with a: Modification. § 9A WARRANTY The Contractor warrants to -the Owner and Architect that materials -and equipment -furnished under the Contract -will be of good quality -and new unless the Contract Documents require or permit otherwise. -The Contractorfurther warrants AIA Document A107"' — 2007, Copyright ®1936, 1951,-1958, 1961, 1963, 1968,1970;-1974, f978; 1987, 1997-and 2007 by The American Institute of �t Architects. WARNING: This AIR° Document is protected by U.S. Copyright Law and international Traatios. Unauthorized reproduction or . 9 - dlstributioit_of-this AIAp_Doc'umenk-or any-portiori of -It, may resuit-In severe civil and criminal penalties, and will be -prosecuted to. the -maximum . ! extent•possibla under the law: Purchaser-s:are permitted to reproduce ten (10)'c6pies of Uiis document when completed: To report *yright-violations of AIA Contract Documents,, a mail The. American Institute of_Architects' legal counsel, copyright aQo[aorg.. _ z •__ __ _ - --- -_ 1 - that the Work will conform to the requirements of the Contract Documents and will be free from defects; except:for,l those inherent in the quality of the Work the Contract Documents require or permit: Work,. materials, or.equipinent not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedyfor damage: or defect caused by abuse, alterations to the Work not executed by the`Contractor,.improper-or insufficient,maintenance, . improper operation or -normal wear and=tear under normal usage. _ ? § 15_TAXES The;Coiitractor shall pay sales, consumer, ase•and other similar taxes -that are'legally enacted:when bids are received or .-.rnegotiations.concluded; whether-or.not_yet_effective,or.merely scheduledao,go into_effeet ._ § 9.6 PERMITS, FEES, NOTICES, AND COMPLIANCE WITH LAWS Unless .otherwise provided' in -the :Contract Documerits;'the Contractor"shall secure and pay for the buijoin , permit as well;as; other permits,.fees; licenses=and inspections bygovernment agencies,necessary for proper execution :and:completon`of the Work`that are customarily secured after execution:of the Contract -and legally required:at the time; -bids;are received -or negotiations concluded. § 16.2 The Contractor shall comply with and give notices required:by,applicable laws; statutes; orduia ces, codes; riles and xegulatioiis, and lawful orde s of public. authorities: applicable to performance of the Work if .the Contractor : : performs Work knowing rt fa be;contrary to applicable laws, statutes; ordinances;.codes, titles and regulations, or lawful - orders'of pub1.lic authortii s;" the•Contractor shall -assume appropriatexesponsibilit ,.for such: -and shall bearae: . costs.attributable'ta:correction.ti § 9 7 ALLOWANCES The Contractor shall includerin the ' ontract.S.um all allowances slated m the Contract Documents. The Ownershall select matenals. and:.eg riient:under allowances with re..asonable promptness: Allowance amounts`shall;iriclude the: costs to' the Contraetor,of materials and equipment delivered at the -site and all required taxes, less "applicable trade ; discounts'; Allowance amounts shall not include the Contractor's costs for unloading and,handling at the site, labor, - instai*on;_overhead; § 9 8 CONTRACTOR'.S.CONSTRUCTION SCHEDULES § 9 81,The:Contractor,"promptly afterbeing.awarded the Contract; shall prepare;and submit for the Owner's.and Architect's hifoift"on-a Contractor's construction schedule -for the Work The schedule shall -riot, exceed_ time limits current'under;the Contracf Documents, shall be'revised at appropriate tnt&vals as required by the conditions of the. r• Work'and'Project;•shall be•relatedto'the entire Projectito,the extentrequired.hy the°Contract;Documeuts, and'shall provide for expedtttous an'd practicable execution ofthe Work ' f :ram - ,. � rl. "". .f.{ •i . r _ .. � t:, �. .. ,. §2 T 9 8 he. Contractor shall .perform the "Work in general accordance_ with"thelmost recent,schedule submitted tathe - . Owner ,and Architect. § 9 9 SUBMITTALS _ ... _ .._ .._.. § 9 9.1'The Contractor'stiallxevtew for compliance with ttie Contract Dociiinerits"and salimit to the:Architecf Shop. . -Drawings, Product Data`, Samples and similar submittals required. by -the Contract Documents to coordtnation.with�the . Contractor's construction schedule and m such sequence as to allow the Architect reasonable trine for review By submitting Shop Dtawings,•TroductData, Samples and.similar,submittals� the: Contractor represents'to the Ownei and Architect that the Contractor has (1)'seviewedand approved them; (2) determined andve-rified.materials;field-- .. 2 .,measurements: and field.construction'criteria related'thereto;.or will, do soi and' (3).checked and coordinated -the information contained within such submittals with',the requrementsof the -Work andof the ContractDocuments; The - ! '8ik shall:be in accordance with a_p'_ vedsubin----- ._., -- - — 9:9 2 Sfio � awili s�o uuct Dd V - § P.' - g. ; , t atnplcs rrd similarsubmittals are7iot Contract Documents;—_. . ..�---�§ 9,10 USE OF SITE .... T :.. _,. -.._ _..� _.._ __ ,.. _ _ ,_ ,. _.� ��. .�. :.., : _ _ •..._ ' The Conll_, tractor shaC6 ne.'operations at thearte to areas permitted by_ applicable ;laws statutes, �ordmances, codes, ; encumbeuthe-site�with materials or equipment. AIA Document-A107TM —2007. Copyright @ 1936, 1951, 1958 1961, 1963, 1966, 1970, 1974, 1978 1987 1997 and 2007 by The American Institute of Init. Y_AJA Architects .W�ING6.This AIA DocumerttG;piotected by U S.=Gopyilghtl.akand IntematlonatTrsatios,Unauthorized rgproducUon or 10 distribution of this Alebocumentor any portion of It, may resultin severe civil and crih riai" er iiitloa, and`wiilbeprosecuted to themaximum extent-posslbs -4r erthi hw�Purchai a are-permitted-t6, roduce.ten,(-10):coples of-this.document.whan completed__Tn reportcopyrighYviolationsof Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 9.11 CUTTING AND PATCHING The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. § 0A2'.'dLEANING UP I rubbish The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or ru caused. -.by operations under the Contract At completion of the Work, the Contractor shall remove waste materials, Project. equipment, machinery and surplus material from and about the rubbish, the Contractor's tools, construction §,9 13 ROYALTIES, PATENTS AND COPYRIGHTS The. Contractor, shall pan : AU royalties d license fees; The Contractor shall -defend 'suits or claims for infringement of copyrights 4y arid -patent riglit-and shall hold the Owner and Architect.harmless from loss on account thereof, but-shall.'not bxe rocess-or product duct -of a particular manufacturer or be:;re, -f6r.such&feiise or loss When a particular design, c nianufactuieis i§ieciiiii&d-by. the Contiact Documents & where the copyright violations are.contained in Drawings, S . pe6if believe that the requited icati6ns e or oth.6r.documents prepared pared by the,Owner or Architect. However, if the Contractor has reason to de.9ign.ji process or product is,an infringement of a copyright or a patent, the Contractor shall be unless responsible. for "such I o ss� §u& information is promptly furnished to the Architect. §-.9 141,ACCESS .. TO'WORK ;�. , , � -:: , -The:C6ntractor.shall i)r6vide,the Owner and Architect access to the Work in preparation and progress wherever located. INDEMNIFICATION'" .. 11 A A h-1A harmless -the Owner Architect, t s-`c,o;, �nsultaftts'an jvided hat'sfich` pla-i- 6 - r -1 deitt tictio n ofth ngib fissiom.ofille -ontract, may be a3( be liable, regard J6ffihifi6d:,h'6reunddi.,,`Si Jornnity�,which would a ruction ructiountil the half OfAB6 iiince, jib'othekp dance . -, 'The Architect Wil tar with tile. progre ved is being perfoi to checkihe,( coon, mei ;.connecrion with the.. Docurients:. '7, quality of thtportidi 'deficiencies o- bsdr*c loll, AIA Do'cume rchitects. :extent prissl AIA Contrail it permitted by,. law, the Contractor blia n eum ty an �-agents and employees of any.. 6fthem fromand'againist claims, damages, losses and Work,* limited to attorneys!. fees; ansing out of or resulti ng ftmperforman6e of the 9 amigo, loss or expense is attributable to bodily injury, sickness; disease-orAeath or to injury property;_(other han the Work itself); but onlyto the.ex'ieni..causedby.th.e.negligent acts�.or r,a-°Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts ess`of whether or not such claim, damage, loss:orexpense is caused:in p art by a party h{obligation shahnot.betconstrued to negate, abridge, pother -rights or obligations of rjy/pdrson or entity, indemnified under this Section '9.15 by, an employee of the Contractor; a 6tly,& indirectly: employed by1th6mor anyone -for -whose, acts they may>b6 liable, the under Section 9.15.4 shall -not -be limited by: ajimitationon. amount or type of damages, - a yablidbybr7for the: Contract6r or!Su'bcontractdr..under Wdrkdrs,',dompeniation acts, - hde emp.16yee benefit acts., - mvidd administration :of-the'Contract andwill b6.-an'�O.wner.?simespntative.during have authority to -ddt 'the,Arbhitect.issues the Payment:: Thj M6hitticfWill, y,,i6-,ilieex'tent:pio'vided-in'.ih'e.-,.C6ntraibt-Docuiiieiit§;,"unless -dtherwi-se.-modified'.ihwriting in z', visit the site it intervals approprii*�.to the stqe'of the.colistruction to-becoine generally. i and - quality -of the portion I of -the:. Work compl6ted,,and16 determine ' in general; - eraL W. if the ned I in a mannet. indicating 4h : at et .he -Work; when-fhlly,,cdmplei4-,wiIl bd'in'acdordance-With the -Archne wilinottr have-cauul - CIL-, 9 SIM— .Since-, esdire,soor- 'Axghts —and;responsibilities. .'tnder,:the-Contract. ..,'..tiT . the . � -slt� dd-�abaufthe c)f thetWork-completed, and .reasonablym o rpportto the Owner-(1) known -deviations fr0mthe Contract - :he -ffiogf?iecefit' c-6 fistrVidti on -schedule submitted by,the:Contractor,~a nd -(2),defects a in the 'Work: The Archft6dt will not be- respofigiW f6f the Cofitektok's-lailure to perform the IOiii-2007-.Copoght0i'936,-*1951-,,1950, ipoli:1963,1966,-1970,-,1974,-1978i 198 . 7,1997 And. 2007 by The -American Institute of INr..!-T-'h- I. AIWIJcumentis protected by ILIA. Copyright 'Law "and 1ni4hifAiih@ T&atlei. 1.1hiiiihorked ie-Proddetion'dt s Ai0-Document;:9rariy _p9ition.'of It, may .result -in severe cIvII.and criminal p naides;prosecuted andvAll be psecuted to -the maximumndeuthe law. -Purchasers are 0brmitted-tcFffwbdudj t6nm(10) -66ples-of this -document wfieirbornpleted.- To report copyright vi61611ons ot.- m6nts, e-mail TheAmerican Institute of Architects!,Iegal counsel; [a.org. Init. Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors; .or their, agentsor employees, or any other persons or entities performing portions.of the Work. § 10.4 Based on the Architect's evaluations of the Work and 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. •§.10.5 The Architect has authority to reject Work that does not conform to the Contract Documents and to require , : ;- _ inspection or testing of the Work. § 10.6 The Architect will review and approve or take other appropriate action'upon the Contractor's submittals'such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with ..information given and the design concept expressed in the Contract, Documents.`:° § _10 7:The.Architect will interprevand decide. matters, concern g performance under; and.requirementsrof'the Contract :Documents on ,ritten request,of either the Owner & Contractor: The Architect will make initial decisions,on-all-claims, disputes -and -other matters in question between the Owner and Contractor but will not be -liable for results of any.. _ >. interpretations or decisions. rendered in good faith. § 10.8. The Architect's` decisions on matters relating to aesthetic effect will be final if consistent with` the'intenf.expressed 1.in`.the.Contraci Docume-ntst. § 10:9 Duties, responsibilities and'limitations of authority of the Architect as set forth in the Contract Docuinents'shall notbe,restricted; modified ' " )6ktended-without written consent:ofthe Owner, ContractorandArchitect .Corisent'shall- not be'unreasonably.withheldi,- ARTICLE.'11 -.SUBCONTRACTORS ; §.1 &A Subcontractor; is a person or entity ,who has a direct contract with,the Contractor to perform a -portion bf the - Work at -the site.. § 1.1-.2.Unless:otherwise stated in the.Contract Documents or the .bidding,iequirements, the`•Contractor, assoon-as practicable after- award of the Contract; shall'fumish-into. the Owner.ugh the -Architect then imesof,the Subcontractors or -suppliers for each of the principal portions of the Work. The Contractor shall not contract with "any Subcontractor4 supplier to4hom ihe' Owner or Architect has made reasonable written obj' tion;within•ten days after receipt.of the Contractor,'s list of Subcontractors=and suppliers. --If the .proposed" but rejected-Subconlidctor, was reasonably -capable of performing the Work, the Contract Sum and Contr'act.Time,gbll��be increased or-decreasedby_the. difference; if any; occasioned by such change, •and-ari appropriate Change Order, shall be=issued before commencement <ofthe substitute Subcontractor's Work. -The Contractor shall riotbe.required.to contractwith-anyone,to:wh'om:the, Contractor hasmade reasonable objection.....'.., . T1:3 Contracts between`the Contractor' and Subcontractors shall' .P re uire"each Subcoritractor-to the extent of the ; " -Work,-to be performed by.the,Subcontractor, 'to bebound-to. the- Contractor by the -terms of the Coritract`Documents, and to "'9dirie toward the Contractor all the obligations and responsibilities; including the responsibility -for "safety=of the = Subcontractor's Work, which the Contractor, by the Contract Documents; assumes toward the, Owner and Architect;_and" " (2j' allow the Subcontractor the benefit of all rights, remedies and redress'against the Contractor that the Contractor, by %these Contract Documents; has•againstthe Owner; ARTICLE 12 -CONSTRUCTION BY.OWNER:OR,BrSEPARATE CONTRACTORS=-.:r-..--. - § 12A The Owner reserves the right to perform construction or operations related to the.Project with the Owner's,own - —forces,-and to award separate contraets-in=connection withtherportionsef the Project cir other eonstrustion-0r operations onrthd'site under coedit ons of the c_ontra_et identical -or -substantially similar to these;_inciuding those portions related to insurance and waiver of subrogation: If the Contractor claims -that delay oradditional•cost sinvolved.because of such'action by the -Owner, theContacor hall -mike-such claim as provided in Article 21. §421 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and . storage of their materials-and'equipment and performance of their activities, and-shall-connect•and coordinate the - Contractor's activities with theirs:as-required uy.the'Contract Documents:"_- AIA Document A107T" — 2007. Copyright ©1936, 1951, 1958, 1961,1963, 1966, 1970, 1974, 1978, 1987: 1997: and 2007 by The American Institute of Architects,_WARNING:_ This AIA°�Documentas_protected.byU.S._Copyright.L•aw and Intemational:Treatles: Unauthorized reproduction or distribution of3hls "F6o_ current, Qi any portion.of It,. may resultin cevere_civil and criminal- ii nattl®s, and WI ICbe,promecutsd to the --maximum extent possible_under the law.-Purchasers._are,penmftted to.reproduce ten�(10),copl_es=of this.docu_m. ent when completed: To.report _copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia:org. - 12 N § 12.3 The Owner shall be reimbursed by the' Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly tided activities or defective construction of the Contractor. The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work or defective construction of a separate contractor. ARTICLE 13 CHANGES IN THE WORK I § 13.1 By appropriate Modification, changes In the Work may be accomplished after execution of the Contract. The = Owner; without invalidating the Contract may order changes in the Work within the general scope of the Contract consisting of additions, deletions or otheT revisions, with the Contract Sum and Contract Time being adjusted -- = accordingly. -Such changes in the Work shall -be authorized by written Change Order -signed by the Owner, Contractor._.. and Architect, or by written Constructio Change Directive signed by the Owner and Architect. § 13:2 Adjustments in the -Contract Sum and Contract Time resulting 'from a change in the Work shall be determined :by mutual agreement of the parties or, in the case of a Construction Change Directive signed only by the Owner and Ar6hitect,.by�the.Contract6i's cost of labor, material, equipment, and reasonable'overhead and profit, unless the parties agree on anothermethod for determining the cost or credit. Pending final determination of the total cost of a Construction•Change Directive; the Contractor may request payment for Work completed pursuant to the Construction Change Directive. The Architect wi4 make an interim determination of the amount of payment due for purposes of _. certifying the.Contractor's monthly Application for Payment. When the Owner and Contractor agree on adjustments.to the Contra6t.Su1n and Contract Time arising from a Construction Change Directive, the Architect will prepare a Change ♦ ;Order..: " � ' ;.. .. , .. - � • § 13.3 The Architect willhave authority to order minor changes in the Work not involving adjustment in the Contract Sum=or extension_of theTime . Contract. me and not inconsistent with the intent of the Contract Documents. Such "changes slial[be effected by written orderlandshall be binding on the Owner and Contractor. The Contractor shall carry out, such `written.orders promptly. i § 13.4If concealed or=unknowri7ph' al,conditioris are encountered'at-the site that differ materially from those indicated in the Contract Documents'.or,frointhose conditions ordinarily found to exist, -the Contract Sum_ and Contract Time shall be:equitably,adjusted as mutually:agreed between the Owner and Contractor; provided that. the Contractor provides nottce fo: the Owner and Archict promptly and before conditions are disturbed ARTICLE 14 TIME .§ 141:Time limits. stated in the Contract Documents are of the essence of the Contract. -By executing the Agreement the ; Contractor confirms'tiiat.the Contract Time is a reasonable period for performing -the Work. § 14 2 Unless otherwise -provided, Contracf Time is the period of time, including authorized adjustments, allotted in the ;Contract Documents ,for'Substantial Completion of the Work. § 14.3 `The term ""day",as -used- the Contract Documents shall mean calendar day-unless.otherwisespecifically defined § 14 4` The date of Substantial Completion is the date"certif ed by the Architect to accordance with Section 15.4.3: § 14,51E the Contractor is delayed at any time in the commencement -or progress of the Work'by changes ordered in the /fire, unusual delay in'deliveries, abnormal adverse weather conditions not reasonably Work,iby labor disputes, 'anticipatable, unavoidable casualties or any causes beyond the'Contractor'. g control, or by other causes which the Architect determines may justify delay, -then the Contract Time shall be extended by Change Order for such reasonable T M time. as the Architect may.determine, sub ect to the provisions of Article 21. . -. 1. - > ARTICLE 15 PAYMENTS"AND COMPLETION 151 APPLICATIONS FOK PAYMM l - :- 15.1.1=Where the Contract is-based:on-a-Stipulated.Sum.or.the_Cosf. of the, with a Guaranteed;lViaximum Price;.._ the-Contractoi shall submit to the Architect, before the first Application=for- Payment,- .aschedule ofvalues , allocating the entire-ontraci Sun _to the various portions of the Work, prepared m such form and supported by such data to " - r ubstantiate its accuracy -as the Architect may require: This $cheldule; unless objected -to by the Ar— tWi ct; "shall lie used=~ - n reviewing the Contractor's Applications for -Payment. Init. AIA Document Al07"!r= 2007. Copyright m 1936, 1951,1958, 1961; 1963,� 1966, 1970, 1874,4978, 1987, 1997 and "2007 by The American Institute of Architects. WARNING:'This AIA°Document Is protected by U.S. Copyright Law and International Treatieii.-Unauthorized reproduction or 13 dlstribution_of this AIA°Document, or.any portion -of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum - - extent possible under the law: Purchasers are permitted to 7eproduce"ten (10) copies _of this document -when completed: To report copyright violations of AIA Contract Documents, e-mail The American Institute.,of Architects' legal counsel, copyright@aia.org. i § 15.1.2 With each Application for Payment where the Contract-Sum,is based upon the Cost of the Work; or -the Cost of the Work with a Guaranteed Maximum Price, the.Contractor,shall submit.payrolls,_:petty cash accounts,.receipted invoices or invoices with check vouchers attached, and any other evidence required by, the Owner to .demonstrate that cash:: disbursements already made by the Contractor on account of the Cost of the Work equal or -exceed (1) progress payments atready.received by the Contractor, less (2) that portion of those payments attributable to the Contractor's Fee; plus (3) . payrolls for the period covered by the present Application for Payment. „§ 15:1:3-Payments shall be made on account of materials and equipment delivered and suitably stored at -the site for _ ,-subsequent.incorporation in.the Work..If approved_in..advance _bythe Owner, pa. yin ent may-simila-rly be.made,for -materials and equipment stored, and protected. from damage,, off the site'at a -location agreed upon,in writing " §1,5:1.4 The Contractor warrants that title to all Work covered by an Application for Payment will, pass to the Owner no later than.the.time of payment. The Contractor further warrants .that:upon_submittal of an. Applicatiori..forPayment all Work :for which.Certificates�for Payment- have -been previously -issued, and payments received from_the Owner shall, to the best of the,Contractoi•'s knowledge, information and belief; be free and clear. of -liens; _claims;,security interests -or other encumbrances adverse to the Owner's'interests. = § 15 2 CERTIFICATES FOR PAYMENT r- § 15 2:1,T- , Architect will,^within seven days after receipt -,of the. Contractor's Application for Payment,.either issue, to :the Owner;a-Certificate for Payment, with a copy_ to the Contractor, for such-amount:as the Architect-.deterinines.i&_ 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 Section 15.2.3. _ § 15 2 2 The issuance of a Certificate;for Payment willcAtohOnbsde b'e wae on the Architect's evaluations o -.the Work. and the.data .comprising :the Application for Payment,'that-, to the best"of the Architect'& knowledge, information and belief, the Work has progressed, to the point -indicated and that the qualitq of the Work<is in accordance with4he Contract Documents. The foregoing representations, are subject to an evaluation of the Work for conformance with'rthe Contract Documents upom Substantial ;Completion, to results of subsequent tests 'and inspections, to correction of muior.&Viat ons.from.the"Contract.^Documents.prior to. completion and to- pecif c ., qualificatrons.,expressed by,ihe,;Architect.,The .issuance,of a- Certificate for Payment will further-,constitute'a representationthat.the Contractor is entitled,to payment,in the_ amount certified ,Howeder; the issuance of a Certificate for'Payment will notbe a`representation that the Architect has (1) made'exhaust.ve: or continuous on -site inspections to check the -quality or quantity -of the Work, (2) reviewed construction means, methods, techniques, sequences or t:' ;'procedures;; (3): reviewed copies of requisitions received from, Subcontractors;and'.material;suppliers and'other data' requested-bythe Owner,to`§ubstantiate the..Contractor's right. to payment, or(4) made examination to:ascertain how or for whatvurpose the Contractor has used money previously paid on account of the Contract Sum. § 15.2.3 The Architect may withhold a Certificate�for-Payment in whole.or•in part, to the extent reasonably necessary,to protect.tlie Owner; if in the Architect's opinion the representations to the .Owner required by Section 15.2,2 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 Section` 15 .4 If the "Contractor aiid f e- Mdhit&—carfuot agree on a revised ` amount, the Architect will -promptly issue a`.Certificate for Payment for the amount=fore which,the-Architect is'able tot makesuch representations to the Owner. The Architect may -also withhold a "Certificate for Paymenvor, because of subsequently discovered evidence,: may nullify the whole or a. part• of a Certif Cate. for, Payment previously issued,- to such extent as may be necessary in the Architect.''s-opmion to protect the Owner•fromloss: for which --the Contractor is responsible, including. loss resulting from acts and omissions:described in,Section.9:2.2, because of ; .1 defective Work.not remedied; _ • .2 third party claims fled or reasonable e. i l ence,mdicating;carobable filing of such claims unless security - acceptable to the Owner is provided by the^Contractor; equipment, 4-..::,reasonable evidence that the Work cannot be completed- for the unpaid balance of the Contract Sum; 5 -damage-to the Owner or a separate contractor; '-reasonable evidence thafthe Work-will-nofbe completed within the=Conti ict-i utie'andthat�the;unpaid- - -- - balance would not be -adequate to cover actual or -liquidated damages for the anticipated delay; or .7 repeated failure to carry outthe- Work=in accordance -with -the Contract Documents: •---== AIA Document A107Tm — 2007. CopyrightZ 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Init. Architects..WARNING: Thls:AlA!Documentas protected by U.S._Copyrlght Law and Intematlonal.Treaties.:Unauthorized reproduction or 14 distribution of this Ale Document, or any portion of It, may result In severe civil and criminal penaitles, and -will -be prosecuted to the maximum f -extent posslbio-under.the:low..Purchasers are permitted to_reproduceten.(l0) copies,of this document when completed To report copyright violations of, AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 15.2.4 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. _ §.15.3 PROGRESS PAYMENTS §-15.3.1: The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment, the amount to -which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account. -_of-.the Subcontractor's portion of the, Woik,.The Contractor, shall, by appropriate agreement with each Subcontractor, - •require each Subcontractor to make payments to sub -subcontractors in similar manner. - § 15,3.2 Neither the Owner nor Architecfshalf hi fe-ariobligation to pay-or-seeto thepayment of money -to a - Subcontractor except as may otherwise be required by law. -' '§. 15�13 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. §-15:4 SUBSTANTIAL- COMPLETION. - § 15.4.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordancelwith the Contract Documents so that the Owner can occupy or utilize the Work for its;,Jntgpded use:.: § 15 4 2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is,substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be complefedor corrected prior to flnal,payment. Failure to include:an ifem. on such, list does;not alter the responsibility of -the Contractor•to.complete all:Work in -accordance with•the,Contract�Documents. ' §a15 4 3 Upon receipt of, the Contractors list, the Architect will make an inspection to .determine whether the Work or - d'.I`sig.- ated portion thereof is. ubstantially complete. When the Architect determines that the Work or designated portion tfiereof is-8ubstantially'compleie; the.Arehitect will issue a Certificate of Substantial Completion which shall establish, tiJhe date of Substantial Completion, establish responsibilities of the Owner and.Contractor for security; maintenance, heat, atilifies,damage to the Work and insurance, and fix the time within which the Contractor shall finish all items on "the. list accompanying the Cer'tif cate. Warranties required by the Contract Documents shall commence on the date of. - Substantal.Completiori of the Work or designated portion thereof unless otherwise provided in;the Certificate of Substanfial•Completion:` '- § 15:4,4 The Certificate of Substantial Completion shall be submitted_to the.Owner and Contractor for,their written j acceptanc - _f respposibilities=assigned to them in such Certificate. Upon:such acceptance and consent of surety, if any, the Owner -shall make payment of retainage applying to such Work or"designated-portion thereof. Such payment,shall be adjusted for--Work�that. is'-ncomplete or not in accordance with the requirements of the Contract Documents. r - § 15 5FINAL COMPLETION AND FINAL PAYMENT -. - - - § 15.51 Upon receipt.of the Contractor's written notice;that the Work is -ready, for.fmal inspection.and acceptance_and i uponieceipt of a final Application for Payment, theArchitect will promptly make. such inspection and, when the Architect finds:theVWork acceptable under the Contract Documents and the Contract•fully performed; the Architect will promptly issue -a final Certificate for:Payment'stating-that to -the best of the Architect's -knowledge, information and .belief, -and on,the basis ,of the Architect's on -site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and, that the entire -balance. found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for,Payment will constitute a further -=--_ _ representation that -conditions stated inspection I5.5.2_as_precedent-to-the Contractor's, being entitled,to final,payment r have been fulfilled. ; - § 15.5.2 Final -payment shall not -become due until the Contractor has delivered to the Owner a complete release of all Aliens ansing'out of -this Contract or receipts'in full covering all Tabor, materials and equipment for which a lien -could be filed, or.,a bond satisfactory to the -Owner to -indemnify the Owner against such,lien . If. such lienxemains unsatisfied- -after payments ark-made�:ahe-Contractor shall refund o :the,Owner-.all money_that the.Owner may be=coingelled to pay in discharging such lien, including costs and reasonable attorneys' fees. Init. AIA Document A107TM — 2007. Copyright ®1936, 1951; 1958, 1961, 1963, 1966, 1970, 1974, 1978,' 1987, 1997 and 2007 by The American Institute of Architects. -WARNING: This A10-Document Is protected by U.S. Copyright Law and Irrtsmational Treaties. Unauthorized reproduction or 15 distribution ofthis-Me Document; -or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under -the law. Purchasers are permitted to reproduce ten (10) copies_of this document when completed. To report copyright violations of ' AIA Contract Documents, a -mall The American Institute of Architects' legal counsel; copyright@aia:org;- - § 15.5.3 The making of final payment shall constitute a waiver of,claims by the Owner except those arising from .1 liens, claims; security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work -to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. ' 5.5:4'"A6ceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by -'that payee except. those. previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. -_ - ARTICLE-16-=PROTECTIOROF:PERSONS-AND PROPERTY-- § 16.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining andaupervising all safety precautions and programs in ^� connection with the.pti&o:i riance'of the Contract. The Contractor shallaake reasonable precautions for safety of, and shall provide reasonable protection to.pre`vent'damage, injuryor loss to-' 1 employees , the• Work' and otherpersons who may be affected thereby; } 2 _rt `the Work and materials and equipment to be incorporated therein, whether iri storage on or bff the site, under care; custody or control ofthe Contractor orthe Contractor's Subcontractors or Sub- s by subcontractors, and . • .. x y 3 otherproperty at the site.or adjacent thereto, such as trees, shrubs,, lawns, walks, pavements, roadways, i sttiictures and utilities not designated for removal, relocation or replacement in the course of- 1 construcrion on required by appli6ble laws, statutes;: ordinances; codes, rules and. Contractor shall:complyrwith and give }xThe regulations, and lawful orders of pubhc.authonties.beanngon safety of persons and p'`roperty and,their protectton` from ..., damage, w�ttry or loss The Contractor shall` promptly remedy damage and. ors to property caused in whole or to part by., the Contractor to Subcontractor. a sub subcontractor or'an one direttl orindirectl eni to W.b . an of th or by •,- Y Y Y P Y Y Y anyone for"whose acts they maybe: liable and for which the Contractor:is responsible -under Sections 16 1'2 and -l6 1.3; except for damage.or`Ioss attributable to acts or omissions'of e.Owner• or•Architect orb y,anyone•forwhose acts either' , R of them maq be llalile; and not atirit utable ".to the fault.or:negligence 6f,the=Contractor The foregoing=obligations :of the `- r Contractor aibe inzadditionrrto-the Contractor's obli"'arions under Se9:15 z § 16'2 HAZARDOUS:MATERIALS § 16 21 The Contractor is responsible for compliance with the requirements of the Contract Do,'cuments regarding'` hazardous -.materials ff the Contractor encounters. a hazardous material or substance not addressed in the, Contract.. Documents'and freasonable precautions will be'inadequate toprevent:fo eseeable bodilymjury=:or death to persons Yesttltmg fraut a material or, substance, mclpding but not limited to'asbestos or polychlorinated biphenyl encountered on the stte,by the Contractor, tbe,Contractor shall, upon recognizmgthe condition, immediately stop. Work in'tlie affected area and' report the condition_to the Owner and Architect in;wnring „WhenTthe iidik6iig or substance has J �': been rendered li'armless, Wiirk in the affected area;shall resume upon written agreement of the Owner and Contractor _ `'� f By Change Qrder, the Contract Time shall lie extended appropriately and'the Contract Sum shall be increased in the ' famountof the Contractor's=reasonabi6 add>tionak costs of shutdown, delay_and tart up §'r6:Z.2 To the fullest extent permitted by law, the Qwner shall indemnify and hold harmless the Contractor, Subcontractors; Architect,_Architect's•consultants;'and,agentsand'e'inployees of any of their from; And=against claims,. /ia`r:,ao'r+.c inccr.c `anti:w cnancpc.'inch;ii no h� t�nrit:1im;feri-ti ..attririievc'. feet jai•icing.out rif.nr resulfiri� from nerformance•. • of the'Vork .described'in 'in the affected ai.ea;:if in fact; th i§ection162:1 and;has not -been tti bodily:injury; sickness, disease except;to the extenttliat such 41 ARTICLE 17_ INSURANCE AND BONDS„ _ § 171 The Contiactorshall purchase,from,,' maintain in a company_or coinpanieslawfiilly.authorized to do_E usiness.' in the jurisdiction in which the Project i§ located, insurance for protection from claims under workers. coiiipensation - AIA'Docament•A107T" = 2007: Copyright©1936:1951 1958 1961 1963,>1966 1970,•'1974; 1978, 4981 1997 and2007 by The Amencan'InAtute of - Init. Architects. WARNING: ThIsAIA°Document Is protected by U.S. Copyright Law and International Treatles Unauthorized reproduction or 16 distribution.ot this AIA Document; orAny_portlon.ot. it, may result inr�evere c{vll:and crimlpal peneltles;:and wlll be }irosecuted to tlia maximum extent possible under the law.-Purchasers'a►a permitted to reproduce ten'(10) copies of this document -when completed: Tareport copyright violations of AIA Contract Documents, e-riiail The-American-Institute'of-Arahitbas'1' al counsel; co lit grab - acts andother employee benefit acts whichiare applicable; claims for damagesbecauseof bodily injury, including death, and- claims for damages; other than to -the Work itself to property which may"arise out of or result from the Contractor's _ operations and completed operations under the Contract, whether such operations be by the Contractor or by a Subcontractor or anyone directly or indirectly employed by any of them. This. insurance shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater, and shall - include contractual liability insurance applicable,to the Coritractor's-obligations under Section 9.15., Certificates of Insurance -acceptable to -the Owner.shall. be filed with the Owner prior commencement of the Work. Each policy shall -> contain a provision that the policy will not;be' caaceItd or allowed.to expire until,at ieast3U days' prior written notice has tbeen given -to the Owner..The Contractor shall cause the commercial liability coverage required by the Contract Documents to chide: (1) the Owner; tfie Architect"and-tfie Architect's:Consultarits as'additional insureds for'claims caused in' whole or in'part by the Contractor's negligent acts or omissions during the Contractor's operations; and (2) =' -the Owner as an additional insured foriclaims caused in whole or in part, by the Contractor's negligent acts or omissions `during the Contractor's -completed operations7.:_ , § 17:2'OWNER'S LIABILITY INSURANCE The:Owne'r..shall,be:responsible for:purchasing.and-maintaining the Owner's usual liability insurance. § 17;3 PROPERTY INSURANCE § 17.3.1 Unless otherwise provided,:the.Owner shall purchase and maintain, -in a companyor:companies lawfully' ,autliorized.to-do business in the jurisdiction in which the Project is4ocated, property insurance on an "all'=risk" or equivalentpolicy'form; including builder's risk, in the' amount of the Contract Sum; plus the value of subsequent modifications and.cost of material's supplied and installed by others, comprising total value for the entire Project at the site" n a-replaceinent cost basis'.withoutoptional.deductibles. Such property insurance shall be maintained; unless . 'otherwise provided in the Contract Documents or otherwise; agreed in writing by all persons: and entities-who.are- beneficiaries of•such insurance; until_final payment has been made as provided in Section 15.5 or until no person or entity, other -than -the -Owner has;an insurable interest in -the property required by this, Section.17:3:1 to be covered; whichever'is later: This insuraric' e. shall include: interests of the Owner, -the. Contractor,-_ Subcontractors and sub- ' . subcontractors in the Project. , t, .t § 1,7.3.2 The Owner shall file a`copy-of each policy.with the, Contractor before an -exposure to-16ss may occur. Each ' policy shall contain a provision that'the'policy will not b`e canceled or allowed to 'expue and'that its limits will not be `reduced, until.a0east30 days'prior written notice has been given to -the Contractor:` § 17.3.3 The Owner and Contractor waive all rights against (1) each other and any -of their,,subcontractors; sub' subcontractors; agents and -employees, each of the other,.and (2) the Architect, Architect's,consultants, separate '. _ contractors'described-in Article,12,. if any -'and any of their subcontractors, sub -subcontractors, agents and -employees for'damages,causea by fire;or-other causes; of loss.to.the extent covered by property insurance obtained pursuant to - Section 1.7.3- or:other propertyinsurance 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 Ar6itecf -Architect's• consultants,. separate contractors described in Article 12, if any; and the subcontractors, sub -subcontractors; agents and employees,of anyofthem; by'appropriate agreements; written.where•legally, requiredfoi.validity,,siiailar_. waivers-each-in•favor:ofother-partiesenumerated herein. The.policies ,shall -.provide suchwaivers of sub rogation by endorsementor otherwise. A waiver of subrogation -shall -be effective as -to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did -not -pay -the insurance -premium . .directly or indirectly;, and :whether or. not the person or entity had: an insurable interest -in the property. damaged. A 17.3.4A loss, insured under the -Owner's property insurance shall be adjusted by.the Owner -as fiduciary and made -payable-to-the Owner -as fiduciary -for the insureds,-as.their.interests.mayappear,.subject,Wrequirements of any .applicable mortgagee. clause. The Contractor -shall pay Subcontractors their: just shares of insurance proceeds received by-the:Contractor, anrI .... opriate-agubments, written where-legallygeruired for validity; shall require ,"-Subcontractors;to make payments to their-sub-subcontractors"in'similar manner. — § 17 4 PERFORMANCE BOND AND PAYMENT BOND § 1741 Tfie°Owner-shall=have-the-right-to-require-the_Contractor to, furnish l7onds=coveting_faithfulperformance `Contract.and -payment of obligations arising thereunder as stipulated in bidding regtiirements or specifically required in the Contract Documents on the.date.of execution -of the Contract. Init. ^ AIA Document A107Tw—'2007. Copyright ®1936,-1951,'1958; 1961,"1963,-1966,1970;-1974;-1978;-1987, 1997 and 2007 by The American Institute of A Recta: WARNING: This AIA°Document la protected byU.S, Copyright Law and Iniemational,Treatlea: unauthorized reproduction or 7 etrlbutlori-of tins=AlA®Doaumont, orany-portion:ofiq may In In severe civil and criminal panalUes; and wlllbe prosecuted"toahe maximum extentpossltile under the law..Purchasers are permitted to reproduce"ten (10) copies of this document when completed. To report copyright violations of AIA Con{�actl7ocuments, a mail Ttie American Institute of Architects' legatcounsel; copyright(dlaie:org.- - _ _ = _ § 17.42 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. ARTICLE18 CORRECTION OF WORK 181;;TIie: Contractor shall promptly correct Work rejected by the Architect or failing to conformlo the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, - --installed:or completed: Costs of correcting such rejected -Work, -including additional testing.and-inspections;-the cost of uncovering And replacement., and compensation for the Architect's services and expenses'made necessary thereby, shall �be at the Contractor's expense;, -unless compensable under Section A:2:7:3. in'Ekhibit A;-'Detennination of the Cost of the Work. : § 182 In additton.to_the Contractor's obligations under Section 9.4`,",f, within one year after the date of Substantial _ Completionlof the Work ordesignated portion thereof or after th'e date for commencement of warranties established under Secrion 15;4.3; or by;fenns of an applicable special warranty required by the Contract:Documents;.any ofthe Woik is found to benoi in -.accordance with the requirements of the ContracfDocuments, the.Contractor. shall correct it promptly after receipt of written, notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall.give such notice promptly after discovery 'of the condition. During the one-year.penod for convection of'Work, if the .Owner fails to notify the Contractor. and give the" Contractor an opportunity4b make the,cairection, the Owner waives thelights to•require Correction by"the Contractor`and to make a" claim for.breach of>warranty § 18 3 IfFthe}Contractor fails -to correct nonconforming Work within tt reasonable. time, the'Owner may correct it in accordance with §`18 4 The�6ne yeat-p&ndd for dbriection-of,Work shill'be�extended with respect.to•portions:of Work firsts:pei-fon ed after Substantial Completionby the period of tune between Substantial°.Completion: and the.actual completion of that L :, • � portion of the Work � :. - _ i� w The one` year period for correction of Work shalFnot-be extended by corrective Work performed by the ; Contractor pursuant#o this:Arti6le-48.. ARTICLE•19.: MISCELLANEOUS PROVISIONS § 9.-I ASSIGITRACT; NeitherEpai'iib the Contract,shalLas"sign the' t6ntract without writtemconsent of the other,, except,that the Owner -may, wttliout consent of the Contractor; assign the Contract to.a:Ienderpioviding constrtictiomfinancing: forahe Project if the; lender assumes the Owner's rights and obligations tinder. the Contract.Docunts me. T he'Contractor: shall:execute,all . , consents reasonablyrequired tofacilitatesuch assignment:: " § 19 2 GOVERNING LAW K - The Contractshall b governed by,the Jaw of the place where the Rrotect.is located; except; that iF_the parties have - selected azbiyytiahon as the method:of binding dispute resolurion; the'FederaI Arbitration Act shall govern SecrionY21 4 § 19.3.TESTS-'ANDJNSPECTIONS y Tests ,ms ections.andr•a rovals.'of ortions'ofthe,W,ork re uiredb. the Contract.Documents or-b a 4licable laws;: ,statutes; ordinances, codes; rules and regulations oraawful, orders: of public' authorities shall be made at an appropriate time.'Unless,otheiyuise:provided, the: Contractor shall make arrangements. for such'tests, inspections and approvals;with an independent testing laboratory or entity, acceptable to the.Owner, or with the appropriate public authority, and shall bear all related:costs;of testsv uispections and approvals" B6 Contractor shall "give°ihe-Architect timely=notice of when and where tests andinspections•are to be made=so'that tlie'Architect.may be present:for. such procedures'. The Owrier. . . shall bear costs of (I tests, inspections or approvals aat do not become requirements until al bids are received or _ _r. _ �= negotiationsrconcluded, and (2) of tests, inspections or approvals where building codes or applicable laws or regulations prohibit the O vner-from delegating=the costs to the ,Contractor. "§ 19:4COMMENCEMENTOF STATUTORY.LIMITATION PERIOD�y� The Owner and Contractorshall commence all claims and. -causes of action,:whether in contract, tort, breach_of warranty : or `otherwise, -against the other arising out of or related to tfie Contract in accordance with'the requirements. of the final dispute resolution method selectedinthe Agreement within the period specified by applicable law, but in any case not' AIA Document -All 0779 2007. Copyright0-1936; 1951-,%1958,-1961,,1963-.1966; 1970; 1974,;,1978;'1987,.-1997:and-2007 by The:American:Institute of Init., Architects. WARNING: -This:AleDocument is:protected by, U.S. Copyright Law and International Treaties.. Unauthorized reproduction.or . •2 18 distribution of thts.AIA°Document, or any_iwrUon oflt,may,iesuit Insevere civil,erid"crlrtiinai penalties erid_will.be.Prdsecutad.to the_tna�dmum_ . eident Possible uridenthe lair: Purchasers-are:permitted to reproduce teri (10) copies pleted. To report copyright.vioiaUons of _AIA Contract.Documents,:&-mail The`Ameiican:lnsUtute:of Architects' Jegal'counsel,:copyaght&ia.org.. -... , more than '10 years after the date of Substantial Completion of the Work.The Owrier'and Contractor waive all'claims --and causes•of action not commencedin accordance with this Section 19.4: ARTICLE-20 ' TERMINATION OF THE CONTRACT § 20.1 TERMINATION BY THE CONTRACTOR _ •.••. - If_the`Architect •fails to certify payment as provided in Section "15.2.1 for a period of 30 days through no fault of the Contractor; or -if the Owner fails to make payment as provided in Section 4.1.3 for a period of. 30 days; the Contractor may, upon seven:addifionaf days' writfen.notice to:: tho:Owner and the -Architect; terminate the Contract and recover ,'.fr'oiri the Owner payinent;forWorkexecuted� includingf reasonable overhead and'profit; costs .incurred by -reason of such - termination, and.damages: "- -- t> _._•_ _ _.._ _ -- § 20I TERMINATION BY THE OWNER FOR CAUSE _ § 20:2.1 The Owner may feimlriate;the:Contract if the -Contractor repeatedly refuses. 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.theSubcontractors; :3. repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of a,public authority; or• = A otherwise is. guilty of substantial breach of a -provision of the Contract Documents. _ § 20.2.2 When any ofthe=above reasons exists, the Owner, upon.certificatan by: the Architect that: sufficient. cause exists to -justify such action,•may; without prejudice to any other remedythe Owner may have and after giving the Contractor seven days' .written notice; tei urinate the Contract and take posse'ssiodof the site and of all materials, equipment, tools, ' and construetiomequipment- and'machinery-thereon-owned:byahe Contractor and mayafinish'the.Work by whatever _ reasonable method.the Owner'may deem expedient. Upon request of the Contractor, -the Owner shall furnish to..the contractor ddetailed accotinting'of the costs incurred by the Owner in finishing the Work. §i 20:2 3 Wlien the Ownertemunates the=Contract-for one of the reasons stated .in Sect 2 1, theContractor shall not . lie entitled`to'receive -furthee.paymentuntil the Work is finished. - § 20:2 4If the unpaid balance?of the Contract. Sum'exceeds costs of -finishing the;Work; including compensation, for the Architect'-s• services -and -expenses made necessary thereby, and other damages incurred by the Owner and not. expressly r waived, such: excess=shall be paid to, the Contractor. If.such costs and damages exceed the unpaid balance, the Coritractorshall pay the difference to the Owner. The amount to�be paid to the -Contractor or. Owner, as the -case may be, shall' be certified.bythe Architect, upon application, and this obligation.for, payment.shall survive termination of the .Contract, = 20.3 TERMINATION_BY THE :OWNEWFOR CONVENIENCE-', The Owner may, at any time, -terminate the Contract for the Owner's convenience.and without cause. The Contractor shall,be entitled to receive paymentfor Work executed;. and -costs incurred by reason of such°termination, along with -- -' ~ - reasonable ovefheadand profit -on -the -Work not -executed--- ARTICLE 21 -CLAIMS AND DISPUTES -§ 21.1 Claims, disputes; and other matters in question arising -out of or relating to this Contract; including those alleging an error or omission by the Architect but excluding those arising under Section 16.2, shall be referred initially to the Architect for decision: Such matters, except those waived as provided for in Section 21.8 and Sections 15.5.3 and •15:5.4, shall, after initial decision by the Architect or 30_days after submission of the -matter to the Architect, be subject to-mediation•as a; condition -precedent to binding=dispute.resolution._: S 21.2-Tf a rlai"spute or tither—matterinuestion relates to or is the subject of a mechanic's lien, the party asserting >` sucti;matter may'pioceed in:accordance *ith applicable law to comply -with the aien.notice or fi mg µeadfines.. . yY§'21:3-The partles shall-endeavor:to resolve -their disputes by mediation which, unless .the_parties mutually_ agree. -,gtherwise,.shall be-administeredby the:American-Arbitratton Association in accordance with-their_C_onstructionY Indusfry Mediation Procedures in effecfonl the date of the Agreement. A request for.mediation shall be made in writing, -delivered-to the.other partyto_this Agreement, and fled withthe person or entity administering the mediation.'The request -may trade concurrently with the binding dispute resolution_but,.in such event, mediation shall proceed in di u h Aell-be sta eri ending mediation for aperiod of 60 days dtspute_resolutton-procee- w is s _ - —..y Init AIA Document A107*"• = 2007; Copyright 01936," 1951,1958- 1961; 1963,• 1966; 1970,=197k 1978,=1987.1997 and 2007 by The Americaninstitute of Archit ct WARNIWG:-This Ale.. Document is protected by. U.S. Copyright Law and International Treaties. Unauthorized reproduction or 19 - = dlstributlori of this -A Document; or ariy portion of It, -may result Imsevere:avll and crimtnehpanattles; aed'wlll be prosecutsdao the maximum extant possible under the lim.-Purchasers are permitted to reproduce ten-(10) copies of this document when Ycompleted, To report copyright OAMolations of AIA Contract`DOcuhtents e=mall The American Institute•of Architects' -legal counsel; copyrght@aia.or¢. — from'the date of filing; unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 21.4 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any claim, subject to,•but'not resolved by; mediation shall be subject to arbitration -which, unless the parties mutually agree otherwise; shall -be administered by the American Arbitration Association, in accordance with the Construction Industry Arbitration -Rules in effect on -the -date of this Agreement. Demand for arbitration shall be made in writing, delivered to the other pary to the.Contract, and filed with the person or entity administering the arbitration. -The award.rendered by the arbitrator -or. -arbitrators -shall be final, -and judgment may be entered upon it in accordance with applicable law-in--any- court having jurisdiction thereof, 215 Either:party, at its=sore discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which ibis-a�party provided that' (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the' arbitrations to be consolidated substantially involve common, questions of law or fact; and (3) the arbitrations employ materially -similar procedural rules and methods for selecting arbitrator(s). § 21,6 Any -party to'an arbitration may include by joinder persons or entities• substantially involved in a common question of law or'fact.whok'presence is required if complete relief is to be accorded -in arbitration provided that the pary sought,to.be joined consents in writing to such joinder. Consent to arbitration involving an additional person or i entity, shall not:constitute.consent to -arbitration of a Claim not described in -the written Consent. ` J. 121.7 The foregoing agreement:to arbitrate..and other agreements to arbitrate with an additional person or entity duly { consentedao by parties to the Agreement;shall�be specifically enforceable under applicable law in any -.court having jurisdiction thereof. - § 21.8 CLAIMS. FOR CONSEQUENTIAL DAMAGES The'Cantractor and' owner aive;claims_against each other for consequential damages arising,out, of or relating.to this Contract. This,mutual:waiver-includes,: -A `: damages` ricurred.by the'Owner, for rental: expenses, for losses of use, income, profit, financing, business :'and reputation; and for loss,of•managemeni or employee producrivity oi.oftheaervices ofsuch persons; 3 and r,Oamages incurred by.the.Contractouforprincipal office expenses- includingthe compensation of .•;,personnel stationed there, for losses of financing, business and`reputation,.and.for loss of profit except.. ariticipated:piofit arising'directly:from the.Work. This mutual waiver'is applicable, without limitation, to -all consequential damages due to either parry's termination in accordance;with Article 20.:Nothing contained in this Section 2T:8. shall'be:'deamed to preclude an award:of liquidated • ; damages;' wheel applicable; in- accordance with the requirements of the -Contract Documents. 7. Th' eement entere 'nto as of the dayand year first written above. - - -- - _... _ _«: y ..� . _ .. - - . - - - -- a NER.(Signatur = R �_ -_-CONTRACTOR tCONTRACTOR (Si ure)..-�._ u - C alb _� (Printed name and title) :. (Printed.name.and title] CAUTION: -You -should sign an original-AIA.Contradt:Documerit,•on-which this text appears -in RED, AhvflginaCassures-thaf' changes_will-not-be-obscured._---- - - J AIA Document A107T" — 2007; Copyright®1936,1951;:1958,,1961,1963,-1966, _1970,1974,1978;1987,'199Tand 2007 by.:The American -Institute of init. ,architects. WARNING: This Me Document Is protected by U.S. Copyright -Law and Intemational Treaties. Unauthorized reprodua cn or 20 distribution of.thia:AW°Document; or_any_portion.otlt,mny recult In severe civil and criminal, penalties, and.wili be proseoutedto the:maxirirum extorit possible under the law. s a Purchaserre_permitted td reproduce_ten{10) copies -of this"document_when completed. To report capyrigh6violations of - AIA Contract Documents, e-mail The American Institute —off Architects'_ legal counsel, 'tkt@ala.org. _ _ __ _ r = ; • Dftument. A10 TM 7 = 2007 'E 'habit A f " _ Determination of the Cost ofahe Work = " __ _ forthe#ollow+rig _PROJECT �. •'• " _ ,• _ ' ;(Name;, location and brief description) 3 cument has important legal This do 4 consequences. Consultation with IN. a6,attoe'y is 4 couraged with m- _ respect•to its completion or _ r. } modification. - THE OWNER 7 (N? ine,:legal status, address. and other info ination) - pt-Ct.�4n1 i�C. •�{ 1Eti� f3E7A'crt C't_vL'� I L -THE CONTRACTOR 1 _ (Name, illegal status; address anal other Information) F ,C0/;1LZ.ItsC;`... THE ARCHITECT'- (Nam'e; legal'status, address and other: information) i S USTAVJPrtE7�1rJiR _ r ARTICLE A 4 CONTROL; ESTIMATE- -A'§ a1'1_Where:the Contract Sum is the Cost of the Work, plus -the Contractor''-s Fee without a.Guaranteed Maximum ` Price pursuantio Section 3:3,of the: Agreement, the Contractor shall prepare and:sulimit to the Owner, in writing, a 'Control Estimate wtthtnf 14 days.of executing this Agreement: The Control `Estimate shall include the"estimated Cost of the Woik plus"the Contractor's Fee. The Control Estimate shall be used to monito`r'actual costs and -the timely- 1 erforniance. of the Work. The Contractor shall update the Control Estimate with each -Application -for Payment as _ p- i .!_ :. nee__dedto_v4!e t* Changes.in,the Work. A 12.The Control Estimate shall `include ' ' §: t .1 the.documents' ' inerated in Article 6 of the Agreement, including all -Addenda thereto'and the Conditions of the Contract; P 1 .2 a list of the clarifications and assum tions-made by the Contractor. +n the preparation :of the Control:- - Estimate, including assumptions under A`.1.4; to supplement the information provided by the Owner and contained in e_, rawmgs aisd-Specifrcahans, .3 astatement.of:tltes`tiinated Cost,ofthe'Work or antzed b trade categories or systems=and'the - Contractor's .4 a:proect schedule indicating proposed Subcontractors; dWvity'sequences and durations; milestone dates _ -_ - - foi'receipt andyapproval"ofper nent u`iformation;'sch dule ofsl�op drawings=arid samples;,procurement_--- and delivery of materials-orequipment requiring -long -lead: ine; and•the Owner's'occupancy , requirements showing poitions of the-project:having'occupancy;priority, .5 ' conringenctes for further development of design and -construction as required by Section A 1:4 — -� - �,,, _ pytt �u 1978;1987:1997 and 2007. by The,"rican: tnstituto of- Init AIA DobumentA107. 2007: Co ght�®1936;195i, 1958r'1961;1963;1966;1970;1974,. K 1 chftects._WARNING: Thle.AlA: Document is protected by U.S. copyright Law and Intetnatlonal Treaties Unauthorized reproduction or dIadb_utloir of ttili AIA� DoCttmant;�r�rry�orilomof it;,may nsulE In seriro civil d cftminal.panattl_es, and wilkbe prosecuted to the maximum extent.posatble under_the, law Purchasers are permitted to reproduce ten (1U}copies.of this daxrment when completed 10 report capyrtght viofations,oi-`" -- -'�' - —"AIA Contract Documents; a=malt ThegAmericanlinstitute oF:A�ftects'=tegal counsel..coPY�9h�IB org �_�� __ =--- ---- pp$0 �. - .- § AA.3 The Contractor shall meet with the Owner. and Architect to review the Control Estimate. In the event that,the Owner or Architect discovers any-mconsistencies',or inaccuracies in the information presented; they shall -promptly'. „ notify the Contractor, who shall;make,appropriate-adjustments to the'Control Estimate. When- the Control Estimate is acceptable to the Owner, the Owner shall acknowledge it in writing. The Owner's acceptance of the Control Estimate does'not-imply that the Control Estimate constitutes a Guaranteed Maximum Price. . § X1AT.6-the extent that the Drawings and Specifications are anticipated to require further development by'the Architect, the Contractor shall provide in the Control Estimate for such further development consistent with Contract Documents and reasonably inferable'therefroin.'Such -further development does, dot include changes mi scope, system§, -kinds andquality. of materials, finishes or equipment, all of which, if required; shall be incorporated in a revised.Control'Estimate by mutual agreement'of the parties: r, Contractor shall develop and implement a detailed system of cost control that will, provide the. Owner and �'Arohitect with timely information as to the anticipated total Cost ofthe Work. The cost control system shall compare,, ' the Control Estimate with the actual cost for activities in -progress and estimates for uncompleted. tasks and proposed. chaiiges This information `shall be reported to�the Owner, in writing, no later than the Contractor's first Application for Payment and; shall be revisedand submitted with each Application, for Payment. � ARTICLEA 2-; COSTS TO,BE:REIMBURSED § A.2:1 COSTOF'THE WORK':: ' r 'ost of theVork shall mean costs Theterm C.necessarily incurred by the Contractor in the proper performance of the Work .Such costs_shall 6e at rates -not higher.than .the standard paid at the place of ihe'Project. except'with prior consent of the Owner The Cost;of the Work shall include only theyiterns set forth in this Article A.2. § A M. Where any cost is'subject-to the-Ownees pnor approval, the Contractor shall obtain this approval pnor to, a incurringthe'cost` The arties-shall endeavor'to identt N any,such costs to exetti iring the'Agreement: p prior f LABOR COSTS § A 2 21 Wages of construction workers directly' employed -by the -Contractor to .perform the construction, of -the Work'at ' -- the site or, with the Owner's.pnor approval,'at off-site'workshops. t °h § A 2 ;2 2 Wages or salanes-of the Contractor's supervisory and administrative personnel when stationed at the site with the Owner'§ approval _'_ :prior (If it; is intended thad the iva es or salaries of certain ersorirrel statloned:at; the Contirdctor's rind al yr other..o ices shdll..be included m the Gost'of the Work ;ident below'the personne'l'to be included, :whether for:�all or -only part of ' their time, and the ratd-dt which their time will be charged to "the,Work) 4 .} Person Inclufded� Status (full tlmeipart-time) Rate ($0 00) Rate (unit of time) : , r . :lye ;-j,. • °. ._ .�.....t _j _ �' .�:: r. .c. -` _ .:Et !a >'. § A' 2.2.3 Wages and- sal aries of the Contractor's supervisory or administrative personnel- engage d;at factorie"s; -workshops :• o on the road, in,expedit>ngahe-production or transportation ofmafenals,or equipment required for the -Work, but only . ' forthat portion of their time,required: for the -Work t: l § A 2:2 4 Costs paidor meurred by,the Contractortfo> taxes, insurance, contributions, asses$ments anii benefts:required` Ili/,t9LL) AT rAllPnhl)o �t10 Tiv. ttl rt. arrrOAi'LIOi.*P .-A'..F as sick leave„medical.and health,benefits, holidays, vacat16ns_ andpehsi6ns� provided such costs,are based:on and salaries included inthe-Cost of,the Work under,Sechon A 2 2 "" "� f _ •r profits hppng,.incentive compensation and any other disctetionary payments paid to anyone hired .: the Con tiactor-or pat to any Subcontractor or vendor, with the Owner's.prior.approval r .. .. .. . i....., ice.= •a_ 1] §-A.2.1SUBCONTRACT COSTS _ 1 - P ents made by_t'he Contractor to. Subcontractop in accordance�ith__the-requmients_of their subcontracts._ A' Document;A Copyright (6 4936,' 1951, 1958;:1961 1963.:1966' 1.m 97Q.197.4, 9 978 -1987,1997 and 2007. by The_Amerlcan Institute of Init. Architects. WARNING _Thls A!A® Document Is protectad by ti.SrcopyrlghfLLnw°artd.Inteatlonal Trreatles: Unauthorhnd reproduction or_ distribution _of this AIA°_Docirinent,-or any pordon:of lt, may resuiNn severe civil-and:ctiminal ponaltios. and will be'prosecufed io.ttie ili&Wmum 2 f extent poaalble under the Iauv: Purchasers`are`permitted-to`ieproducesten (-10)-oWes'ot_this:document when completed To reportcopydght violations of " •-'AIA Contract Documents, a meil_The Americananstitute of Architects legal,counsel;.copyrightCo3afa § A 2 4 COSTS OF MATERIALS'AND EQUIPMENT.INCORPORATED IN THE COMPLETED CONSTRUCTION 2.4:1 Costs, inctuding transportattoi and storage, of fateraals and equipment incorporated 'or to be incorporated in ' the completed -construction. A,14,2-Costs'ofineterials described-mwthe preceding Section A;2.4.1 to excess.of those actually installed to `allow for . reasonable waste and spoilage:-Unused,exces's materials, if any, shall,becoine the'Ownei's properry`at the completion of the Work,or atahe Owner's option, shalt besofd by_the,Contractor Anyamounts realized froms1401sales shallf be ' credited to the Owner' a deduction from the Co st of the ;Work. §"A.2 COSTS-OF'OTHER•MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS`. §,A.2.5.1 Costs of transportation, storage; iitstallaion, maintenance, disizai►tling'and removal of materials, supplies; temporary -facilities; machinery, .egwpttient and hand tools not customarily owned by construction wozkers that are provided ;by, the Contractor at the:stte and=fully consumed m the perfortna ke,of the Work . Costs of inatenals,,,supplies, i 1. temporary facilities, machinery;: equipment atid:tools that•are•tint,fully'consumed shalhbe based on the cost or.valiie of the item at the -time it is first used on the -Project site'less the value of the'item when it'is no longeiused at the Projecf { I site Costs'for ttemts not` fullyiconsumed by the Contractor shall mean fair mazket value. -� �•3''1 , •: t • ,-if Sit r I ::i; Y, Y.,* ft I _ .' § A.2.5,2 Rental ctiarges?for temporary facilities; machinery, equipment -,and hand tools; not cu§tomarily owned by i ; • construction workers that'are provided by the.Contractor at the site andf costs of transportation,'mstallatton, minors . ,.: iepairs,.dismantling apd'.iemovalf The'total iental cost -of any Contractor owned ;item may not: exceed.the purchase price of any comparable item, hates of Contractor=owned equipment and quaitttties of equipment shall be subject to the' i r r r _ Owner's prior approval 5qAr' 'f ., •§ A.2 53 Costs of removal of debris from thesite of the Work aiid its properand legal=disposat: _ ,j - § A 2 5.4 Costs of document reproductions, facsimile taansmissions and long-distance telephone calls,.postage and palicel delivery cliarges, teleplone service at the site and reasonable petty -cash expenses of the site office § A.2 5 S.Costs of materials and equipment stutably stored off the site at a mutually acceptable'location, withat%e`_:. s Owner's prior approvalJ. 4 t § zs MIscELlAr�Eous-co�rsr Y „� „ • _ § A.2.6.1..Premiums for that portion of insurance and-, onds required by the Contract Documents that can be directly afixibuted•to this Contract Self:insiirance•for either full or -.partial amounts ofthe coverages regitiredbythe Contract: ' -Documents, with-the•Owner's pnorapproval § A.2 6 2-Sales, use or similar taxes iinpose'd by a governmental authority' that are related to thiWork and foi• which the Contractor is liable §` A 2 6.3 Fees and, assessments for the building permit and for other peimits; licenses and insmi pections for which the' fr.> Contractor is`required .,l'ythe Contract -Documents to•pay.,•,� l ; )' § A 2 6A' Fees of laboratories for tests required by the Contract Documents, except those related to defective or j nonconfoiming-Work;for-which reimbtusement-is excluded by Article 18 of the Agreement orbyother provisions of ,`,ih6 ContractDocuments, and.which`do'riot,fallwithinAhe.scope of Section �A-2.7.3:"- § A:2 6.5 Royal!iesFandllicense fees paid for the use of a'particular sign, procoss or product req' red'•by the. Contract _Documents; the co"st.ofdefendiiig'suits" or claims fbeinfringement of patent rights- arising froin-such regtiirement=ofthe Contract, ocuments; and,payirients made to accordance with,legal judgments -against the Contractor iesulting•from suc iT—suiits or claim�nd pyttreiits�fseftlementsziiade witlt,the 6wasrs consent Howevesuch costs of legal _F � .Y_ _., iefenses, jt dginents�and settletpents,shaI' not be„included i Ahe calculation of the.Contractor's Fee or sublect:to the -_ a Guaranteed Maximum Price If such royalties, fees and'costs are' excluded by,the last sentence -of Section 9_ f 3 of the Agroementorotlier provisiolYs.ofthe Contract.D_ocinii6n ,then they shall not-be,included ttrtlte CosCofthe A.2 6 6 :Costs foifelectiomc equipment and.software, =directly related to the<W_ ork with the Owner's prior approval §2 6 7 Deposits lost for causes=tither than the :Contraotor's.nsghgenc or failure to fulfill a specific responsibility in : £, ' CbnfeacrD —b - %UA Document A107n" 2007 -copyright 01936;1951;1956; 1_ 1 961;19W,W6:1970; 1974 1978 Init 1987-1997and 2007 by 7F a Ameikan inshhite"of Ar6fino6ii: WARNING Thli Ali° D6dumant is'prbtoctod by uls. copyright Law and h�temationai Traatiss Unauthorized reproduction or 3 distrtbutionnolthtrAlA�bo�wnar►1i-orartyportlonoitt.:mayresulttrr'aevo%clvllRtld�rtmtnal;p�naflbs,�antlwW;be roaecutedsatfwmaximum i+ _. AelxAteCdpaiblo under�e"lre duceernt i(10)-oopiea pdyiltphMls�deolceu:moiyentwhen completedToeportc oco-Thecan tnstitu ofAreelegatcounetnDents,emaltPiepyrightivloletions of _ - _ _ § A.2.6.8 Legal, mediation.and.arbitration costs, including attorneys' fees, other than those arising from disputes between the Owner and - Contractor, reasonably incurred bythe ;Contractor: after the'execution of this Agreement in -the ' performance of the Work and with the Owner's prior approval, which shall not be unreasonably withheld. § A.2:6.9 Subject to the Owner's prior approval, expenses incurred in accordance with the Contractor's standard written personnel policy for relocation and temporary living -allowances, of the, Contractor's personnel required for the Work. § A:2.6:10 That portion of the reasonable expenses of.the "Contractor's supervisory or administrative. personnel incurred while traveling in discharge of duties connected with the Work. . § A.2.7OTHER COSTS AND.EMERGENCIES'.: r ; ._... ' § A:2.7.1, Other costs incurred in'theperformance of the Work if, and the extent, approved in advance in -writing by the Owner. J § A:2:Z.2 Costsincurred in;taking'action to -prevent threatened damage, injury: or loss in case of -an emergency affecting • the, safetv,df persons' and § A.17.3 Costs of repairing or correctingdamaged or.nonconforming Work executed by the. Contractor, -Subcontractors or suppliers;.provided that such:damaged or. nonconforming Workmas.not caused by negligence or.failure to fulfill a specific •responsibiiity-ofthe Contractor and onlyto,•the extent�that.the' cost of repair or is not recovered.b P Y the Contractor from insurance,.sureties;Subcontractors, suppliers, or others., j §'A:2 8 RELATED PARTY TRANSACTIONS § A.2.8.1 For purposes of Section A.2.8; the term "related.party" shall=mean a parent, subsidiary; affiliate or other entity having conimori ownership or manager idnt with the Con tractor; any entity in which any stockholder. in"- maitagerrient employee -of, theContractor owns any interest in excess of ten percent.in the aggregate; or any person or entitywh>ch has:the-right to control_the business or affairs ofthe-.Contractor., The term,"related,party" includes; any, member- of the: .. . imitiediate fancily of any perso61 dentified above:. § A.28.2If any,.bf the. costs to be reimbursed,arise.from a,transactionbetween the Contractorand a•related party, the: Contractor shall'notify the Owner of the specific.nature ofthe contemplated. transaction, including the. identity of the related party, and the anticipated cost; to be incurred, .before any such, transacfton. is consummated or cost incurred. If the, Owner;'aftersuch notification„authorizes'the,prop''osed transaction, then the cost:inctiTred shall be included:as a cost to, ._ bereimbursed, and :the Contractor shall. procureahe Work, equipment; goo`ds or service from "the related party, as a'', i.Subc;ofttraqtoi,_ according to the terms of Article A.S: lf,the Owner fails to. authorize the transaction; the Contractor.shalT. , procure the. Work --equip Ment, goods or service from some.person or entity other than a related paity'according-to -the: _terms of Article A.S ARTICLE A.3 ;GO,STS'NOT.,TO BE,REIMBURSED A:3:1 The Cost of the Work shall not include the -items listed below: Salaries apd, otherrcompensation:,ofthe Contractoe .personnel stationed at the Contractor's pritcipal` -office oi�offices-other than the' -site -office, except as'specifically provided in`Section A2.2.2; ,2 Expenses of the Contractor's principal office and 'offices`other than the site office; _ _ r . ,3 . :Overhead and 'general expenses, except as may be .expressly included in Article A:2; - ; - A '' The Contractoescapital expenses;;including'interest•on the-Contractor's-capital-'employed�for'the. Work; .5 Except as provided in Section A;2.7.3 ofthis:Agreement;:costs due.to the negligence or failure of the Contractor, Subcontractors and suppliers' or anyone directly or indirectly:emphoyed by.any of them or for whose acts any'of them may.be.liable to fulfilla specific responsibility.of the Contract; ' - _ . Any cost not specifically and expressly�descni3 d-in-Article A.-2•-and. 3. Costs, other than -costs included'inChangeOrders approved by the Owner•,•that•wouId cause'the,... - - _ .:-Guaranteed-Maxie t Price-to=be-exceMed, ARTICLE A.4"-=DISCOUNTS'REBATES AND REFUNDS --`� - - - §-X4.1- Cash Aiscounts:obtained-onpayments.made-by.the,Contractor_shall.accr i6.:,to the:owner if.(1) before making h _� __:- --- - _' ":paymonta-the Coritractoi-included'the'm,in-an Application for -Payment and-rece'ivedpayment from_the.Owner 'or (2)_ the-- --_,- Owrierhas, deposited funds,with the. Contractor -with which to make payments; otl eiwise,:cash.discounts shall accrue to _. the.Gontractor.: Trade -discounts, rebates, reftinds and. -amounts received'.from sales'of surplus naterials-and.equipment_;;` • - - -. , _ - _: --shall_ accrue to the Owner, an_ d th_ a Coritractorshall make provisions so that they�can lie obtained _ yAlA Dmumant A107=2007, Copydght ®1936; 19511958,.1961;1963: 1966 1970:1974;1978,.1987, 1997and 2007 by The Amercan Institute ofInitArchitects. WARNING, This AIA Documentis protectad,by U.S. Copytibhttawand International TroaU"Unauthorized reproduction or _ .Adistdbution.ofthis:AlA°Document,oranyportionofltmay_resuttJn.severe_cvllnd:cdminal.penaltes;.dnawilI.be_prosecuted.to.themauimum 4_'1 i*t@npoisiilo undirth0law:Purcarsai periritted.to reproduce ten•(10)6_60e_of mahplee.- report pht v_ioiaWnsof ' - _.. :A IA.Contract'Do`cuments�e-dW-- a Airiedcan.Institute'of Archft6dls'_regal:iwunsal oPYri$ht�aie•orA= r = '- ;'- - __ — _ -- -= - - A.4:2 Amounts that accrue tot Owner+in accordance With Section A.41 shallbe credited to the -Owner as a deduction from the Cost of the Work ARTICLE 'A.5 ..SUBCONTRACTS AND OTHER AGREEMENTS, Those portions of.the, Work that the;Contractor does not customarily perform with the "Contractor's. own personnel'A0 be performed under subcontracts.or by -other appropriate agreements with the Contractor. The; Owner may designate speci$c persons from whom; or entities from which, the Contractor shall. obtain-bids:'Tlie Contractor -. - - - ---shallobtain'bids.from,Subcontractors and.from-suppliers:of materials _or equipment fabr cated:.especiallyfor the Work .and shalt deliver such bids to the'Architect: The -Owner shall, then determine, with the advice ofthe Contractor and the : Achitect'which:bids"will:becccepted _The-`Contractor.shall notbe required to contract:with anyone to whom the Contractor has reasonable.objection _ . §A 3.2 When a the Contractor has provided.a Guaranteed MaximumPrice, and,a spectfic,bidder.(1-)_is recommended to the Qwner by the Contractor; -(2} is qualified to` perform that portion of.the:Work; and (3)has`submitted a bid that conforms, to tlie.requirements of the ContractDocumeiits without reservarions .or exceptions, but the Ownerrequires that another bid be, . : - -ace then the Contractor may require that a Change Order be' -issued to: adjust the Guaranteed Maximum: Price by the th difference between the bid„of the pgrson'oc entity recoriiriiended to the ;Owner,liy the Contractor:and the amount of the 7'subconiraetor other agreement acttialty signedwith the person or entity.designated by the,Owner.: § A.5.3 Subcontracts-or`othera cements shall conformAo the applicable a ent ovisions.'of this A cement, and gr ; PP P Ym Pr gr shall not;be awarded on the basis of .cost plus a fee,without the prior consent of the Owner. If the subcontract is awarded on acost plus a fee'•basis,`the Contractorsfiall provide in the subcontract tot the'Owner-to receive the same audit rights with regardaa the Sulicontracto -as the .Owner receives. with regard to the Contractor in Article A 6, below. r : ARTICLE A 8 ACCOUNTING EbORD$ § Ayt3.1,The Contractor shall keep,,full and detailed records and accounts 'related thebosf of the'Work and exercise suchcontrols as may be_necessary;for proper financial management.under this Contract and to substantiate all coasts { . incurred: The accounting and control systepns''shall be satisfactory to the;Owner:: The Owner and the Owner's auditors ; shall; during regular business hours; and upon as notice, be. afforded access to, and shall be permitted to audit } and:copy; the Contractor's records and accounts; including complete documentation.siipporting accounting entries,' _ books, -correspondence,. in'structions,.drawings, receipts,' subcontracts; Subcontractor's proposals, purchase orders;•,' vouchers; memoranda and;otlier data relating to this :Contract. The .Contractor shall preserve these -records, for a -period t, .,; of three.years after;final.payment, or for such longer. period as may; be required liy Iaw::....;' A;62 When'the Contractor believes that all the Work required bythe'Agreementhas been fully' perforined,'-the' Contractor shall'deliver td,the Owner's auditors'a final accounting of the Cost -of the Work: § A:6 3 The Owner's auditors will review and report m writing on the Contractor's final accounting within 30 days after �` delivery of the final, accounting totheArchitect by -the Contractor:.Based.upon such,Cost-of the Work as the Qwner's auditors report to besubstantiated by:the. Contractor's final accounting, 'and provided the,other conditions'of Section_4.2.1 h ofthe Agreement have beeri met,,the Architect will', within seven days after receiptof the:wntten reportof the Owner's auditors, either issue to. the Ownei a fatal CerEificate for Payriient"with a copy to the Contractor; or notify the:Contractor - ` :and Owner in writing ofthe Architect's reasons for withholding a certificate as provided in Section 15.2.3. of the..LL:." Agreement.,'Me Architect is not responsilile for verifying the accuracy of the Contractor's final accounting: y G § A 6 4 If the.Owner's auditors report the Cost of the Work as substantiated -by the Contractor's,final accounting to -be less than, claimedby the Contractor, the Contractor shall be :entitled to request mediation of the dispute without a further,. decision of the Architect. A request for mediation shalt be made by the Contractor within 30 days 'after. the Contractor's _ receipt :of a.copy of the A?ohitect's`finaI-Certificate- for Payment. -If the Contractor. fails -to request -mediation within this-30- - - day.period, the substantiated amount reported by'the Owner's`auditors shall become binding on the Contractor. Pending a fitiaYresajutio fthe disputed ariiount, the Owner shalfpa} the Contiactor the amountf ifany,-determinecihy_th e ei's _ .iaudrtors,tobe due the 11 Contractor § l4 6 5 If, subsequent to final payment and a the Owner's request;:the Contractor ineuis costs in connection vVith the.correction = _. - _._ _ • - ... of defective or non-confommvng vcrork_ as described iri Article'A.2� Costs:to be Reunbusedrand not excluded by Artie e; ., .. Costs-, ts' Not to be Reimbursed, ,the Owner shall reimburse.the Contractor such costs and the Contractor's Fee. applicable thereto on the, :. ._ same basis'as if such costs had lieen°>ncurred pnor to final payment, bait not in excess of the -Guaranteed Maximum Price, if any. '`` - .If the Contractor liaspazticipated insavings the amount of such savings shall be recalculated and appropriate creditgiven to the_ --- V`Ovvnerin-deteirn�ing-tlie�netanioulrt-to-bepaid liy=tile Owner-fo-the-Contractor..-'-=--:-_�----�- - - - - - - ------ _ .. AIA Document A107_T"y=`2007 Copyright ®1936, 1951;1958; 1861, 1963 1968; 1970,-1974, 1978.1987;-1997 and 2007 by The American Institute of Irti Architects. e.protected by U.S. Copyright Lew and Intematlonal Treaties. Unauthorized reproduction or WARNING: This-AIA° Documsntl5 = -dist►l5ution of fhis AIA�Documint; or, �nyportion:of ►t,:mey rosuft,in;spwro _civil and eiiminal p®naltiea 'and Wili t�e:pro4".utod_to the maximum exttint.poSal[ils under thej Iaw.P_urchasers are_permitted to Feproduce_tert (10 S pies of t hls-dacument wtieri completed. To roport copynghf violations of ' T - -- ATA ContractDocuments; a=mail The"-r4trierican lr►stitute of Architects' legal cou. - . , copyn C. rg should be entered in the Supplementary Conditions or the Agreement. Factor's" such as confidentiality or the need to inform subcontractors about the amount of liquidated, damages will help.determine the placement of such language. If a provision for liquidated damages is included, it should be carefully drafted by the Owner's.attorney. Such a provision maybebased on -the following.sample language: ; "The Contractor and the Contractor's surety,' -if any, shall be liable for and shall pay the'Owner the 'sums hereinafter ' - - stipulated' as liquidated damages' for'each calendar day of delay until. the Work is substantially complete', : Dollars ($ :' ) ,, V. -,...For further infonnation on liquidated damages,"penalties and. bonus provisions; see AIA.Document A503T"'.-2007, _ :Guide for'Supplementary Con dition'•at.www.aia.org: Article 3 . Contract -Sam § 3:1 Checkthe box next to: the method used for determining the Contractor Sum (lump sum: percentage of Cost of the Work witii-a.Guaranteed MaxiinutTi Price; ^or percentage o_ f Cost of the Work without a Guaranteed Maximum Price). Based upon:the selection, complete,either-Sectibn 3.2, or 3.3,,or 3.4.' ' §'31 Enter the Contract Sum payable to the:Confractor if using a Stipulated -Sum..: , § 12:1.•1f.using a Stipulated Sunl, identify any alternates.described,in the Contract,Documents'and.'accepted by the ,Owner: If decisions on'alternates are to be "made subsequent to execution of Al07-2007, attach a schedule showing Alie. arnount of each aiternaie'and the'date-it expires.. ' § 3.2.2•Identify unit prices; and,state quantity limitations; if any; to which the unit priee,will be applicable.' , § 3.2.3:Identify and state the amounts,'of any allowances. 112`Enter, the method used.for determining the Contractor's Fee (lump sum, percentage'of. Cost of the Work or - . other inethod) and explain,liow,-ilie Contractor.'s'Fee will be- adjusted for changes.in the Work: § 3.4.2 Enter -the -method used -for. determining the Contractor's Fee (lump suim, percentage,of. Cost of the Work or ! ' t ,other method) and ex' Wri�f ow the Contractor's Fee will be adjusted for changes in the Work.: } § 3r4.:3.1 Insert.a Guaranteed 1Vlaxiinum Price for.the Cost of th' 'Work and the Contracior,'s Fee. Insert specific -provisions if the.Contractor is to. participate in any savings'when the final Contract Sum is below the Guaranteed . Maximum Price... r § 3.4.3.2 Identify'any alternates -described in the.Contract Documents and accepted by the -Owner. If decisions on alternates are; to be made. subsequent to execution of A107-2007,- attach a schedule showing the: amount, of each 'alternate and the -date it expires::, §' 3.4.3.3 -Identify unit prices and state quantity limitations, -if any, to which the unit price will be applicable. _ § 3.4:3.4 Identify and State the amounts -of any allowances. Article 4 Payments;_' § 4.L2, Insert•the time period covered by each Application for Payment if it differs from the one given. 1 4.1.3 lnsertthe�tirrie.'schedule' for presenting Applications for Payment, and indicate due dates for making -progress payments. . The tiiM, dayupon,whieh Work may be, included in an Application should normally be no less than 14 days prior to the _ payment iate,'in consideration.of the seven days required for the Architect's evaluation of an'Applicationand issuance of atertif cafe -for Payment and the time subsequently accorded the, Owner to make payment: The Contractor _ _ -may'prefer afew'additiorial days to prepare the -Application." = Du"e dates for payment should be acceptable to both° the Owner and Contractor. They should allow sufficient time for . .the Contractor to prepare an.Application for. Payment;_ for the Architect to certify payment, and for the Owner to make _ payment: AIA Document A107T" _ 2007. Copyright ©1936, 1951, 195..6,1961; 1963, 1966, 1970, 1974, 1978, 1987 and 1997 and 2007, by The"American Institute of Architects. All•rights reserved. WARNING. This AIA""Document is protected by U.S.,Copyright Law and International Treaties; Unauthorized reproduction or distribution of this AIA® .Document, or any portion of it; may result in severe civil and criminal. penalties, and will. be prosecuted to , the maximum exteritpossible undee the law. Purchasers are pennitteddo reproduce ten.(10) copies.o( this document-wh4n.completed. To report',Ooiright-' -_. - violations of AIA Contract Documents, e-mail The American Institute of Architects' Legal counsel, copyright@aie.org; §.4:14 Indicate the percent ofretainage, if any, to be withheld when computing the amount of each progress payment,' " The -.Owner frequently pays the Contractor the bulk or the earned sum when payrrients fall dtie, retaining a percentage to ensure faithful performance.,These'percentages may vary.with circumstances and localities: The AIA endorses the-:; practice of reducing-:retainage as rapidly as possible,�co ' isi ' t with the continued protection of all,affected parties.;.. See MA Document A503-2007, Guide for Supplementary Conditions, for a complete discussion § 4.1.5 Enter any agree ii-upon roterest rafe'for overdue payments: " §,4:2.2 lnsert'the.date by which O.wnetshall make final payment, if it differs from the one stated: Article 5'- .Dispute Resolution Select. from•three choices of binding dispute resolution: (1) arbitration, (2)' litigation or (3) anot}ier method that:the parties must identify. Other -types of dispute resolution include;a dispute resolution board or a'm►m trial: Eor additional information,about othermethods`,of dispute resolution; refer to The`Construcfion Jndustry's Guide to.' Dispute Avoidance and Resolution T&e online at www.adr.org. Article 6 ' Enumeration of Contract Documents A;d&ta.iled enumeration o£aIl`Contract Documents:must be' made -in this article. ' Exhibit A Determination of the Cost of the Work `; ; Ezhibrt A„provides the.definitaori for the Cost o£tlie Work and a det4iled listing of the costs to be` reimbursed and those costs not to be reimburs6&4.f tlie-Contract Sum is'a Stipulated Sum, -in accordance ,with Section 12-of Agreement, Exhibif A is not applicable: ; ' EXECUTING -THE AGREEMENT_ . W r . The persons executing the Agreement -should indicate the capacity in which they are acting (i a:, president; secretary,,.;' partner, etc:) and the authority- under which theyare "executing -the Agreement.'-Where"appropriate, a copy of.the': resolution authorizing the individual to act on behalf of the firm:or entity should be attached i — NAbocument A10TTI ,— 2007-.Copyright,®1936, 195.1, 1958, 1,961 1963, 1966 1970-1974,-1978 ,1987.aad 1997:and 2007 by Thi§ Ametican Institute.of s : ` Architects, Ali;rights reserved. WARNING: thls AM" Document is protecteri by U.9 :Copyright l;aw:and,lntemational Treaties., Uriauthotit d reproduction or dlstribution of this Aie Document; or.any-portion of If Jnay result in severe civil and ci�minal"penalties and will prosecuted to ^ ." the maximum'extent possible'under the law: Purchasers are pe i ted to Reproduce ten (10)_copies of this.document when completed. To report copyright .::_violations-of.AIA Contract Docdments,_e-maiI'The American Institute of Architectsaegahcounsel, copyright@aia,org::= = .