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HomeMy WebLinkAbout1974-11 Approving an Amendment to the Contract for the Construction of the Vail Transportation CenterRESOLUTION N0. 11 Series of 1974 A RESOLUTION APPROVING AN AMENDMENT TO THE CONTRACT FOR THE CONSTRUCTION OF THE VAIL TRANSPORTATION CENTER WHEREAS, the Town Council of the Town of Vail, Colorado, hereinafter referred to as the "Town", on the 7th day of August, 1973, enacted Ordinance No. 11, Series of 1973, calling a special municipal election on the 25 th day of September, 1973, for the submission to the qualified electors of the issues of an increase in the Town sales tax from 3$ to 4~, with 50$ of the revenues derived from said tax to be devoted to the acquisition of approximately 39 acres of land known as the Antholz property to be used far public purposes and for the acquisition, construction, and equipping of a municipal public parking facility and site therefor, the issuing of general obligation bonds of the Town to finance said projects, and requiring the adoption of a resolution providing for other matters and details relating to said election; WHEREAS, the Town Council on the 7th day of August, 1973, adopted Resolution No. 30, Series of 1973, which provided for the questions to be submitted to the voters in said special election, and other matters and details relating to said electiont WHEREAS, in the special election duly held on the 25th day of September, 1973, the electors of the Town approved all the questions on the ballot by a substantial majority; WHEREAS, on the 16th day of October, 1973, the Town Council enacted Ordinance No. 19, Series of 1973, providing for the issuance by the Town of General Obligation Bonds, Series November 1, 1973, in the principal amount of $3,000,000.00 to obtain the funds for the Town for the acquisition of the Antholz property; WHEREAS, the Town acquired on the 7th day of November, 1973, the Antholz property pursuant to a Deed dated the 17th day of September, 1973, which was recorded on the 19th day of November, 1973; WHEREAS, the Town Council enacted on the 5th day of March, 1974, Ordinance No. 3, Series of 1974, providing for the issuance by the Town of the General Obligation Sonds, Series March 1, 1974, in the principal amount of $5,500,000.00 to ob- tain the funds for the Town for the acquisition, construction, and equipping of a municipal public parking facility and site therefor; WHEREAS, the Town previously engaged an architect, James Ream and Associates, Inc., for the development of the aforesaid parking facility, known as the Vail Transportation Center, and agreed in principle on a construction contract for said project with a contractor, J. A. Ryder Construction Co.; WHEREAS, the Town entered into a contract with J.A . Ryder Construction Co. on the 26th day of November, 1973, for the construction of the precast concrete portion of the Vail Trans- portation. Center; and i ~ ~ ~ ~~ WHEREAS, final agreement has now been reached between the Town and J.A. Ryder Construction Co. regarding the construction of the entire project and it is necessary to amend the existing contract accordingly; NOW, THEREFORE, BE IT RESOLVED SY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, AS FOLLOWS: Section 1. Title. This resolution shall be known as the "Resolution Approving Amendment to Construction Contract for Vail Transportation Center". Section 2. Approval of amendment to construction contract for Vail Transportation Center. The Amendment to Construction Agreement which is attached to the Standard Form of Agreement aetween Owner and Contractor dated the 26th day of November, 1973, said contract and amendment constituting the amended contract for the construction of the Vail Transportation Center, is hereby approved by the Town Council and the Mayor is hereby authorized by the council to execute said amendment in behalf of the Town of Vail, Colorado. Section 3. Attachment of executed copy of amended construc- tion contract. After said amendment has been duly executed by the Town and J.A. Ryder Construction Co., an executed copy of the amended construction contract for the Vail Transportation Center sha11 forthwith be marked "Exhibit 1", attached hereto, and made a part hereof. Section 4. Effective date. This resolution shall take effect upon the passage hereof, INTRODUCED, READ, APPROVED, AND ENACTED, th's 15th day of April, 1974. ATTEST: Q~~~ own Cle t TF-i~ a~~R1CAN INSTITUTE of ARCH~TCCTS ~ ~ ~~~ r{'; 'L T' w tir--~ AIA Document A177 tivhem the basis of ~aymeni is the cosy of ~r~-f~ wo~K F~us ~, F~~ Use or7;yr tit-itlr the latest Lclltror} a! AlF, DOCIJn}nRt (1207, Genera! Conditions o1 the Contract !or Construction. phis document hs> in-,~}ori3nt lr~il co~}~equences; consultation sti~ith ar} attorney is encouraged ~~'itfi respect to its com~Jlclion or nwdi{ication. rrt~~~_4rlt~l'l~ m~cic this tt'tent_~ s~;;~h day of l~ove~ber in the year o~ Nineteen Ht~i~drec~ ~~nc~ Seven~~.y three rOclh! ()F Vf',I 1. , COL.O~:~~0 the Owner, at~c~ J, 1'~. H}'~~:,:~; CO„S7U~TI01~5 CO, the Contractor. The Ov~~tier ~~tnc4 the Contractor t~~t-ce as set forth l~efow. AIA E}U(a'A11'~T Ai l1 C}',ti''.Il:~f(lti~~"~C`~ n.ffiE(11FtiT 5!f'l~ti'$CF; 1±~? EE~ITIpN AIAI~'J1`fE,7 tHf. h'.1l"nlCA.ti I~iT11l,lE (JI n1:Glli:(.15, 1'Ji'1E11 1(}R}:.~ti'Erii'1, !y.l5', 1\ASHI~GT(?N, D, G.:0001G f• EXHIBIT ]. Ii i AR71ClE 1 THE: Cc~ti1'itACT t]C)Cli.'~iF;~TS flrr Cunlr.trt I~nlt:^1t'~lt~ cur:~i~l of tl}~~ A};rr•:•rtr~nl, Crrr7d,tir)ns ni thr~ Ccrr~tract ii;ena•r,:l, Su;);3lementar~• Ind cllhc'r r" tu;rS:l,r,r}~'. I)r,i•tiffl',;,, ~I)r t f'Il,il.r)r~~, all .•'+'l,fr'n(Ja is>uc[J ;riot to ezc'tutlcln rrl this A};rrerlu'nI ar+rf al! Afucllilc.ttlr'rti I>~r:r'(: Huh tr5~t.'r.t Il~r'r„trr. illct~c' ir,rn3 tilt C~nntra~r, ant; all arr• as fully .1 ~3rt of the Contract l7 It all,l(I1('C; In t}i,~ r1:;rcl'flii~f'I (>f it';'~~',,lr'rl IT('IClf1. Jan E'r);Fr;l!'r1tlOn llr Ef1C CUntract f)ut:(rntienls ii)I)l"'ar5 In Irticlr~ 17, Ir arl)II•,CS; ,il 1itU {~l':7e•ral ~.1Mrltltllt=ns I~ InCCJl1SIStC'r)t L4'rth IilES ~1};rer`[11Prlt, 111C /~C,reC'mE•n( Sfrdll },G1ern. ARTIC f_E 2 Tti1= WURK Tllc Cc)ntrr,ctcrr shall pcrfc,rn3 ill tlu~ IVc~ri; rrcluired b}' t;tr Contract Docun3cnts for I rear intrrt tf:~ ear~':c,r. r'r rr,pr~,r 01 N:. ltnrl. a; a°, d un rrhr•r C: alraer n.uurnrnrs ) Fabrication antl t~rection ar tl~c precast concrete on the Vail 7ransportiytian Ceni~.er, clot incll;ciing the area hc)u:)clccl on i:hc~ ,ti'ost b~• col_umn lino S, on tl~c.' 1c)rt.l) ~)~• c~uiut~;r~ i.it~cr ~, on the' EtcSt ~1' cc~iumn ].a.ne ].5, at~c3 on t.hc Sc)ttth ~}}• co~lan:n ].i.ne A. AfZTICf_r 3 wRC'I~iITl;CT Tttc llrc hitcct for this E'lujcct i5 Jrarrles Beam t~tnd 1'~ssaciates Ins . 43 f;er:rt~G~y Street San f~rancisco, California AKTICL`` 4 TFiE C:QNTR/ICTOR'S G7UT1f-S AIVD STATUS Thy Contractor accepts t13e rel~~tronshi;) r)f trust arld confidence establisf}ed bet~i'een him and the O~~'ner by this ilgreentent. Ike covc•n.tnts l~itl3 :he Otitiner to furnish f~ti; bell sl<iIl and j[,dgrnent a~lri to cr)operatct ~sith the Ar• chitecl in furtherin:; the inlerc•>ts r)I the C)ts'ner. 13e agrees to furnish efliCierlt 3Jtrsin~ss administration anti sul:erinles,d~nce antl lr) use h~~ best cfir>rts to tarnish at all times 7n aciec,Erate sui,;)Iti~ of ~snr4:men and n~ate- rials, , n;f to I,c'rfc,rrn thct 11'ori, ~n the best ants sr+Imdest vray and in the most cx;~ediUous and econorr)ical man- ner consistent ~~ilh the interests r3i t13e C)~~'ner, '- IA U(~CL!.\S['.T hlll r,11\IRi11'~1F;~CT(Jr; ~r.Ell~ii~\[ • T•SFi[ti'faF: 1'.Mi7 [[ilTiUti AIA±3' n1rH~7 . Z 111E A~l{i:IC~': f'. ;', 11("t Oi F.fir,di~lEl'TC. 1`3i h[S1' 1[)r:K R~t.tiEE. rv'.41'., N'ASlll~i(Gil7V, U. C. ?OOOG AFtTlcLl` s TI,44E Of CC3.ti1.11f:!~'Cf+'~4E+'~T ANn CC1h1~'LC710i~i The 11rr)If, to hip Jx~r(ulmcd unrJt•r this C(lntrart shal# be. cntnr~lenced 1111;13GCS1 c! I.(; ly dnd cnmfrl~~t('c1 ~)y llC'CE'I"f}er 1 , .['1~4. CrC inrrN 3,.Y 5i.~"~.'!r r+rm rt ~r era !Of hyV~[fJlr J ~:Jn:,i ('rL lPla;.n~ k> 1Jilrrrr [n (n:llnlrfr or! riTP } A[tT[Cl.w h COST QF TfiE 1VORK A~1D GUAE~AI~IT>=ED ,i~AXlh'~U,'1~ COST The U1•;ncr ar;tees to teln~b>,rrce the Contraclar for the Cost of the IVork as defined in Article {J. Such c reimbursement sh,lii be in ,Fdditir~n io tfT(' Contractor's Fee stipulated in Article 7. G.2 The t3ia~;inulTn cost in the O\\•tter, includin(; tl~e Cost of the 41'c~rf: and the r Contractor's Fee, is guaranteed i not to c>.cecd she sum of - SEe unit prices bel o'.r. daflars (~ }; such Guaranteed r'vlaximum Cast sha![ be increased , or decreased for Changes in the 11'olk as f~roridcd in Article ~. ltrrr rnsrrt any peutiuron for d+strrbu(+on of and sar+l,gs Delctc Parag,anF, G 2 i; Eherc is no Guaranteed h(,'.ximum Cost.J EE E i.27-7/2 -r~ 21/2 by c-ft. "Twin 'Cce" ~'ar~;ing Slabs 2.695/sq~.ft. 2.PreCc35t Colin}n5 i 38.50/lln.ft. k 3.Prestressed InvertE~d Tee Beams 3i .90/lin.ft. ~ 4.Exterior Precast Panels with Corbels t 6.05/sq.ft. i 5.inter°ior PrE'cast Panels with Corbels 5.225/sq.ft. • 6.Precast Stair Units ~'~i th ;~{anol i thi c Landi ng5 556.50/unit 7.Stair Side'~rall Panels t•rith no Corbels 3.$5/sq.ft. i i AIA 7CKVhtkM1i A1S1 ~ t)1\',II:(rl`1`:.1(~!~?F: ACf'1ltitC!:r trf']r\VI;E~ 1`.+~_; Ci~llla"! ~ A1.4(; ~19L7 3 • iliC h~\tEErIC•\ti ititi~ITCl4 OF ,gr('I3Elk'CrS, 1;ij t~f.1V' 11JR1; .4\C.'~Ur, h LV', 1\'ASIIi.tiGTOti, [). C. ~D(1~\(+ r AR7ICFF 7 C~`?NTRrtCTUR'S FEE 7.1 In rc.;; ~r!~.~r.ltir ~1 rsf tl r• f~+ r:u•m.~n,r of the C'r3nlrar.t, Ehc Oti~ner arrccs Ic] pay the ContraUOr in current ftmcl, ,?s 4r^^;]~~n~,ltoun fnr I:,, ~,.~rtircr, ,I Cuntr,trtt,l's Fre as fnrlt~~ss: Ten perc~r~t (l0~) of the Cost of the l;ork aS defitiLd in Article 9. 7.2 f'ur C~hanr;rs in the 11't,rk, the Ccmtraclur's Fee shall h4a adjtrstcd as falfalti•s: Ten pet~cert (10:') of tl~le Cost of the 1~lork as defined in Article 9. 7.3 1"hc Cn^tra4li,r Shall I)c: pairf ninety five per cent { 9J °,o} of the praportianatc amount of his Fee ~~:~th each I~rcts;ress p~}'rt:t~rtt, an41 lire l~alar:ce of his fee shall }~e paid at tlt~~ time of final payment, ARC"1Cf_E a CfiAivG1:5 ifs! Tiit~ 4vOKK ti.1 The Ol~,~er rn:,y m~l,c CI?,~r~r,es in the 11'ori; in at:cardance lt~ith Articfc 12 tat the General C:ondilions insofar ~ as such ~lrticlt• '':s cansistert kith tf?is r1rrC~emenl, 1'ite Contractor sha!i he rciml3urscd for Changes in the V4'ar;; on tl~e l,a.is of Cost rti tl:c` 11'arf: as deflect! in Article 9. I t;,7. ~€hc Co^uactc~r'~, feu ic~r Changes in the 11'or'; shall be as set forth in Paragraph 7.7, ar in the al.~sence of i specific prn~.'isians therein, sha"I ;?e adjusted i~}' nef;otiation an the F?asis of the Fee established fnr the arit;inal ; 11brf;. ARTICLC 9 COS7S TU RE RLih~kl3URSF.D 9.1 7hc tents C:a>t of t??e 11'ork shall mean costs necessarily incurrcc! in the proper per(armance of the lh'ork i anti paid b}~ the Ct]ntr~trt(,r. Such costs shall be at rates nr]l i?is;her tf?an the standard I-,aid in the locality of i the 11orf: et~c~pt `tiilh prier con-.nt of the U~s•ner, an4! shalt ir~clvde the items set forth below in this Article 9. , 9,1.1 11+.tt;r; paid for laf>ur in the r#irect eniplay of the Contractor in the performance of the 1Vork under ap- ! plic.?b!t~ cof~c,ti:a h,ir~~,~inln, a:;:eements, or under a salar}~ or 1+'at;e schedule a,reed upon by tftc Ul~~ner and Contractor, ar,d in~ludi~t:; Strc.h tic€farc or or1?er bencfrtc, if any, as rna}~ be I:ayal>le liilh respect thereto. ' 9,1,2 5.tlari~~~ of C~c,~ttractr]r's crnpluye~~s ~4hert statinncrf at the field of;ice, in lvhatever capacity empfayed. frnplu~et~s cn:;;,srcd, ,~t ,itul's nr 4n the roacJ, in c~pedit~nt; the prpdur.t,c:n or lransporlation of materials or i cc{uir3ntrnl, ~'~,III ht' con:r~'cred as st.ttlnnecJ at tI1L' fleid oiilce anti their salaries paid for that portion of their lime Spent o,n titr. 11'nri;. j r/. COCC".tL!,T X111 • iSl1",!~: C•i','I ~: rr)r, nr,sr[.~sl\1 ~L?ll'\tlirR }~~„ Er11T1~7": At~l'a ~1t.:,; k lnC ~,atl};IC/~ti .\yllrC iC C)I Ar:Clti.rii .S, i"]+ '`111 1Ukt: ,41Cr,1'r„ ri.11', 11AS3iltiC,iQ~', U C. ;(Kr_4 1 c9.1.3 Cott of ct)ntnhclnol+s, assessments nr taxes for such items as unemployment compensation and social sc- ctrril€•, in;nfar a~ sucf~ cost n bases! c>n ++•as;es, saltines, or other remuneration paid to ernpfayees of the Con- tractur and I:'~clurlr'cl In rhr~ Gust of tfx' 11'c,rk uncicr Subf,aras;raphs r?.7.7 anti 9.i.2. 9,1,4 111c' prcrt)~xricrrl cFf re~aconable tr.rnsj)nrtatson, travcllnp, anti hr)tel e~r)enses of the Contractor or of Flis afilccr5 ur 1~11)1)~~~.ec~ti Inturrrcl in thschar~,c o! duties eonnecleci ~+Itll tfle Work. 9.1.5 Cost of till rzt.ltrrials, sutrt)11es and equipment incorporated in the 11,'ork, including costs of transportation tleert~nf. 9.1.G Pa}rrlentt nracSe b}• the Contractor to Subcpntlactcsrs far 1Vork performed pursuant to subcor)iracts under this A,recment, 9.1,7 Cott, inc~:,clirTr; tr,)nsport,Tl'+on and maintenance, of all materials, supplies, equipment, lerl~porary facili- ties r.,,.: :,.. J t t ... .; i., t' _ .. ...:>, ++~hich are consumed in rile performance of the ~1'orl;, and cast less salvar;e +alue or) such Itcrz; used lout not c:unsur)ied +vftich remain the property of the Contractor. 9.1.a 1:cnt,l char~~~s of all necessary t)~achincry and cq~ipment, er:clusi+•e of hand tools, used at the site of the rorf_, +vheti~ler rented from the Contractor or others, ir,cludlr~g installation, minor repairs and replacements, dis- mal)lling, remo+~zi, ir,tn~pnrtalion and delix~ery costs thereof, at rental cflarges consistent witi) those prevailing in the Area. 9.1,9 Cost of p;emiEarrt for all bonds and insurance which the Comracior is requirCd by the Contract Docu- ments to purchase and I))aintain, 9.1.1U Safes, use ar similar taxes related to the l~rork ant! for which the Caniractpr is liable imposed by any gavernmcntal authority. 9.1.11 f remit fees. ro}~allics, ci,3r~iates for infringement of patents .end costs of defending su'sts lhcrefor, and deposils loft far causes other than the Contractor`s nesjlis;enrn. 9.1.12 l.ps,es ar,d t~~pcnses, not compensated by insurance or otherx~ise, sustained by tf)e Contractor in connection I with tilt 11'nrl., pro, ided tlscy have resulted from causes ogler tflan the fault or nes;Eect of the Contractor, Such ; losses shall incli:de settlements made ++•ith the written consent and appmvaf of the O++•ner. fro such losses and i expenses shall be int!crded in the Cost of the 1'1'ork for the purpose of de[erminins; the Caritractor's fee. !f, ho+v- ~ ever, such loss rc~c;uirc's recon~lnrctinn and the Contractor is placed in charge €hereof, he shall be paid for his ! services a Fee proportior)ate to that stated in Paragraph 7.1, 9.1.13 Minor expanses such as tele,rams, ions; distance €elephnl)e calls, terephone service at Elie site, express- age, and similar petty cash items in connection +vith the Work. 9.1.14 Cost of removal of .111 debris. 9.'1.15 Cods incurred due to an emers;ency affecting i1Te szfety pf persons and properly. 9.1.1b Other costs incurred in the performance of the Wark if and tp the extent approved in advance in rilint; by the CJe:nE•r, ~ 9.1.17 A charge of 1-''~% of tl;e labor cost shall be paid by the 04vner for till ii contractor furnished small poorer tools. AIA hpClFhl[tiF A411 C}',+h,fC~CC)ti1RAC1r.)k AC;~Ir~lt'~T St F1E!.lRfk 1'Y.+7 er)ITIOti ASh_R; !'~19G7 7ril A.+1[tilC.hti Iti51111 lE tar ,Cl,rk1l1CCTS, 1~3i t\ri+' +"l3f~K A+'Lti'LL, ::.1V., 11'A51111L%lati, B. C. 'UOJS 5 ARrcCt>r 14 COSTS hUT TO BF I~C1~~113UItSED 10.1 'file Icrm E"'+rl c,f IIFC' 14'cxf. ~h,,ll nc}t irtciudc my cif the rtcnts sE't forth E)ck,ly in this Arliclr. 10. 10.1.1 5,rl:rric'S c,r nthc~r cc~m;x~n~at~c„t c,f the Contraclc)r's offict~r~, errcutiles, f;enr.ral manai;ers, estirnalors, aud~tnrs, acccs',rnl,tni~.. In,rcl,a.inr, and contractin; a~cnts anc', other emplo~~ees at the CnnUaclor's princittal ati~cc and i)r.:ncl1 criiiccc, e~ccl}t c'm;);e.yr•+•, csf ihc~ Cc,nlractor 11.11rn cns;ai;ed at shops ar nn the road in ekf3c~ciitin~ tltc productic,n c}r tran~llnrtalic,n c,f r1}.ttrrlals ctr cyui;tm~nt fr)r the 1Vnrk. 10,1,2 f\i~evl,rs of thc~ Cr,ntr,ulasr'c ('rirlcii~al and l3ranch Oii~ces other than the field Clffiu~, 10.1.3 Any t).Trt of tftr' Contractor's cai~itai expenses, including interest on the Contractor's capital employed for the 11'c,rf,. 10.1.4 O+•rrl~e,td nr f;encra! expcnsc•s a! any I;irid, except as Wray be expressly i+~cludeci in Article 9, 14.1.5 Cc);ts clue to the rtc~~;li;+:ncL~ cif tl,rr (:ontractor, any 5ullcomractor, anyone directly or indirectly employod by any of them, or for \\•hn~c ac t~ an'; crf theli~ rT-ray be lial:,lc~, inclutlir:~ but not limited to the Correction of de- frctivc 11'n,l:, ciisl',u~al of mat~riais anti cctuipmc'ni IvranF;ly supplied, or making food any c9amabe to propc'rty• 70.1.6 1hL' cost of anc• item not s{~erifically and c~xprr.ssly included in the items described in Article 9. 74,1,7 Cots in excess of the Guaranlc~rd 1ltaximurtt Cott, if any, as set forth in Article G anc! adjusted pursuant to Article F3. A~Tlcl.~ 11 piSCOt.INTS, I2EI311'rL-S A~If7 E;EFUN175 All cash discounts shall accrrlc to tl}e Contractor unless t11e Owner deposits funds with the Contractor with tivhich to makr payments, in I+hiclt rase the cash discounts shall accrue to the O\vner. All irad~. discounts, rebates anti refunds, and all returns from sale of surplus materials and equipment shall accrue to the OlvnE'r, and the Contractor shall Ittake provisions so [hat they can be secured. Here insert any pruv;sipns rriaGng rn drrosirs by the Orvnrr !o permit the Contractor rn obtain casfr discounisJ ARTICtIr 72 SUBCOiv'T€tACTS 12.1 All portions of the 1lrork that the .:.antractnr's organization has oat Been accustomed to perform shall be performed Emdcr subcontracts, The Contractor shall rertuest bids from subcontractors and shall defive- such bids to the Architect. ~Fhe Architect will then deterrn'sne, 1\~ith the advice of the Contracior and subject to the apprc,1.31 of the O\\'ner, \ti'hich bids \vill he accepted. 12.Z Aft Subcontracts shall confc„m to the requnements of Paragraph 5.3 of the General Conditions. Subcon- tracts awarded c,n the basis of the cost of strclt work plus a fee shall also be subject to the provisions of this Af;reentent insofar as ap])licablc. AIA E7(7C.U.ur*iT A111~• ~)'•1r:ER rC}tiT>vAC_TUR A(',REE1,tE',T • S[PTF.\11rT~ tY' rr)rT1Cl^! AIA N: 01967 7HC A41CF:lc.~ti I\'ST,TL•,E E)I AR(:1111Lr1S, 1:35 M[54' 1C)Rf: A\E'~'L;C, h.IV., 11'ASEiItiGTQN, b. C. :'000ri G r ART[CtE 13 ACCrJUNTIhG RECORDS The f:c~r}'r;cls)r ~.rr,r€I thcci; aJl r1),)Ic~r;~'c, ottrliprnrnt and [a1?ar cnterin; into tflc 11'ork and shall 1,ecp such fukl antJ r?rta;:c'rl ar cu~u)t. ,a may 1~e r. c•, c~~as1 ivr t?ropcr financial man, nerncnl under ibis Agreement, and the systt•1:1 s4r, II he ~•,3tl~l,rctnrl~ in thr O'..^er, tine U.tincr shall he afuxded access to al( tiro Contractor's records, bar,l,s, cs,rre-i~~~nt!erlet°, In.trurtre~nc, dra»onks, reccit?ts, loucl~rrs, memnrancJa and sinlil,l- c.',ata reiatrnc; to this Car;tr,rct, arttl ti)e C:untractvr slzaJl pre~erle ail such records for a period of three years after the final payment. ARTECLE 1-# PPi.iCATIOyS FC7R P.~Y:IS1=~T The Ctu);rac:tvr sh; II, al Ie,i~l ten Clair before each progress pa}~ment tabs due, deiil~er to the Architect a state- ment, shorn to if rcgiurcEJ, ShC)111n_; Ill corzplete detail alt nlone}s pair' out or Costs incurred by him on account of the Coll of the 11'c:r;; durirTg the i~rcl•inus mvnt€~ far Iti•izicrt he is to be reimbursed ur;der Article G and the amount of the Contr,rc.tc,r's Fec~ d,:e as prol•id~d in Article :, taoether with pa}rolis for all labor and all recciplt~d bills for 11•hich payment has peen receded. ARTICLI= 15 PAYI~'[E~ITS TO THE CQNT1tACTOR 15.1 The Architect 11'ill rel•iew t3,e Contractor's statement of moneys due as provicictl in Article 14 and will promptly issue a C.t:rtilicate for I',?yrzicnt to the C31s~lser far such anzot:nt as tse approves, Irhic}t Certificate shall be p;:yab!c an or r:lx>ut the tt;ntft day of the montlz. 15,2 Final pa}•ment constituting t!-c unpaid ba€ance of the Cost of ;he L'~'ork and of tine Contractor's Fee, shalt be paid b}' Cite Olt r.t°r to the C:onirc:or Ivhen the 11`ork has been carri?leied, the Contract fully performed and a final Certificate for Palnzent hzs I~ee~z issued 1zy thr~ Architect. icrr,al payment shall be due thirty-five da}'s after the date of ~ssuancc c,f the final Certificate for t'ayment. i5.3 A11 Cct°tificates for Pa;/r~enf; will be subject to 5~` retainage. Z5.4 Final p~3y~,tet~t, including rc.tair~aye, shall be rude ot~ all work that is ire place and approved by the architect and tyre Di•rncr on December 1, 1974. ACiTICLt iG T>w1zi~~kr~~A~r1ol~ o~ T1~t co~,r~-nA~:T 1G,1 'ihe Contract may' be ten,zinated by the Contractor as pro~~ided in Article 14 of the General ConGitiorzs, 16.2 1i Cite O~I•ncr t2snzinates the Contract as provided in Article 14 of the General Conditions, he shall reim- burse the Contra:to- for any unpaid Cost of the 11'ork due him under article G, plus (1} the unpaid ba3ance of the fee romputeri E,pan the Cori of the 11'ork to the date or termination at the rate of the percentage narrred in Article 7, or f~} ii the Carztrartar's Fee be stated as a iitied sum, such an amount as will increase the payments on account of tits Fee to a sum 1~l~ich bears the same ratio to the said fixed sum as the Cost of f11e 14'ork~at the tinlc of lcrn;in~tion izears to tine ad;..sted Guaranteed ,4iaximum Cost, if any, otherlvise io a reasonable esti- mated Cott of the Work lyhen com;,IeteE{. The QII•ner shall also pay to the Contractor fair compensation, either by purchase or rent.I at the election of the Ullner, for any eruipnTent retained. !n rase of such termination of tl-e Contract the Ch~ner >hall furthrr assu^^e and become liable far nhl:,.;ations, commitments and unsettled claims E'nai the Contractor h; s t?rel'iausly undert.~.!.en or incurred in goad faith in connection 11-ith said 11'ork. The Contractor shall, as a c:nndition ui rcceivinn Ihr. 1?: '. n?ents referred to in this Article 16. execute and deiil•er ail such papers and take all such s:ct~5. irzclucJinr the legal assi~nmeni of his contractual ngi-ts. as the O~I'rler may reciuire for the~aurposcoffull}• Ics;inr; in itim the rY,h!s and s~cneflU of the Comtractor antler such oblis?;ttions or eonzrnitments. I7 accorci:u~c:c.' u~a.th i:hc~ 'Tolle Cc;~~•~cil re~so3Ett:ion of Dec~~:i~c~• 3, L973, the ou~rer re~c~r~'c's the rii;lzt to tcz~rra.n:~t.e car,tract at am; ti::~ before :~i~xch 1, 2974, at~i arc_orci:~~cc. Wi th pz•e~~ision a: :Lrticle ~G, Section 16.2. AIA E1act'tihE!<T Aiti1 O11'~I ry-CO.'•tRH(I(lR !. ;if C•.lt\T ~ 5[PrFt18ER 1?L° [nrtiC).\ ,la W) x.176; 7 114( i1•tilCi~iC\`: I>.Y:Itt.tr Ur ~1kCrIlTrCiS, l%~i \iN' 1'{lF,ti n`'E~UC, till'., 11'ASrtItGlOti, I). C. :OC:pfi f n~Tici_c ~~ h415CEl.EANEOlfS P~OViSfOr~tS 17.~ ~Ic•rr~r. u~.c•cl itl tl~iti AE;rt•rmnr,t ~,~f~ich ire cieftnec! in the Crmc!itions r?f the Contr,lct sh,~1f ha~~e thc~ I~~canin~s citi~s~;;n,~t+~c! iii thn~+~ Cc+t~cl~tic~n~. 17,7. 1l;r Glr~lr.~ct I}ctcun,cnt~, ~~I~rch Ccrntititute the Cnlire a~;rccmcnt hettiti~cen th'e Owner anr! tine COntr.lClOr, ire listc•<1 in ~trticlc 1 ancl, eycc•I~t fur ~~{UCi111C,111Qr15 is~ucci after cxrcuiiotT of this A};rremcnl, arc enumcratt•cl as fnllc.~~,•,.; r[,fr t.e 1~„~ !hr i;,rtrrrnt nf, Cuncf+frr~tt< of rhr fnnt,,rcr, ffrnrrd`, Su[»Irrnrnrary. e+ft:rr ('ontf+r,ons7, Pear+~rnrs, S,~reiriral,nns, Addrrttfd end aernpleel etrter- rta:^s, she„+nl` t,,rtit• t,r ~brr t ne n,br~. u+.,n cars and J,ur< +tihcre appl+caGre ] The follo;~ing pl~sns (pari;ir~c~ structure portion only} dated 5 September 1973: Prt?linTinary Architectural Plans,' lA thru 8A, 14A, 15A, 17A, 23A, 24A, 29A and 32A. Prel irni nary 5t:ructural Plans, S1 thru 56. Prel imir}ar„r 2~1c~chanical Plans, t~il thru kT13. PreliiT~inary L-lectt°i cal Plans, El. ATA pacument AZO1, General Conditians of the Contract far Construction dated April, 1970. 17.3 City an{~ Cnunty Sales Taxes, if any, are to be paid by Owner over ar>d above the Cost of the ~~lork as ckefined in Article 9, and the guaranteed maximum cast as defined in Article b, 17.4 The Tot~rn of Vail 4•ii 11 al ]ot~r the use of the ~`x}~hol z property• fot~ storage of materials, equipment, excess excavation, etc. resulting from tk~e project during the cotistrl~cl:ion period. t. AIA hUC['tiltr:T At]i ~ c)11~Iti-(:(J~Ti:•\fT(.}; ArFfEtff':i + SCPTL1tF[R 1!iG' IIa1TSO.+1 AIAyt ~17G7 gTFIE. ~h1l1;ICnti Ir.5111Ltr ell nr:C:lll;lCtS, 1")5 hf14 ti'CRK .ti~•f.tis/[, N.11'., 1~'A5111t.GTO~ti, P. C. 1+xX,G r This Agreement e~,c~cuted ilzc day and year firs[ Ivritien abovr>. TOIdN OF 11A1 L ~ ~3. A. ~3YD- COQ, i RUCTIOi't C . l~~lavor ~ Fittg~f ~~I. bier, President l /~ T w ~ Mar~ac~er AIA UUCC't<.11'. 0.kSE C)11'hE~~C(711i_.~C~ICiri AG~EF!.5C4T SIFTF\SLEF: T9G' [DITIU` AlA7 G1?61 THE AASLRICA~ I\SIIIUIE (1F Af~(.IliTiC1S, 1;%i hE11' SUf:w AI'E~UI, hS1'., 1\AS?11NGTU~, D. C. 24,Aw f 9 i r 6 t i ilk' ~k~ M AMENDMENT TO CONSTRUCTION AGREEt~CNT bet~ti~~:c~n Town of Vail, as Owner, and J. A. Ryder Construction Co., as Contractor, date~~ November 2G, 1973. The Town of Vail, Colorado, as Owrner, and J. A. Ryder Construction Co., a Colorado Corporation, as Contractor, hereby agree that the above captioned Contract relating to the construction of the Vail Transportation Center be and hereby is amended as follows: Article 1 - The Contract Documents. No change. Article 2 - The Work. Amended to read as follows: The Contractor shall perform all the Llark required by the Contract Documents for the construction of the Vail Transpor- tation Center excluding all landscaping work and including only structural backfill, structural concrete, rough-in, mechanical, expansion and crack control joints, and the kiosk in the area between column lines ll and 15 on the topmost level of the structure. Movement of all existing utility lines on the site is the responsibility of tl~e Owner. Article 3 - Architect. No change. Article 4 - 1'he Contractor's Duties and Status. h'o change. Article 5 - Time of Commencement and Completion. Amended to read as fal l as,rs : The work to be performed ~~~~~~er this Gents^act shall be commenced immediately and completed ~y Nover~bcr l5, 1915. A section of tixe site is to be n~~ade available to the Contractor far mobi7i- zation of his forces on April 1, 7974, with the entire site available an April 15, 1974, far commencement of work on the site. Ar~_ic.lc C~ - Cast of the Wars: card Guarani.ee~ci I~axir,~um Cast. .. 6.1 - Na cf~rangc. 6.2 - Amended to read as fol 1 o~,as The maximum cast to the Owner, including the Cost of the Work and the Contractor's Fee, is guaranteed not to exceed the sum of Four Million Six Hundred Eighty Four Thousand Dollars {4,684,000); such Guaranteed Maximum Cost shall be increased or decreased for Changes in the Work as provided in Article S. 6.3 - Added, as follows: The Guaranteed Maximum Cast and the Contractor`s Fee as set forth in 6.2 abave is based upon purchasing reinfarci;~g steel at $16.10 per hundred weight and purchasing welded wire reinforcing mesh 6x6-6/6 at $7.50 per 100 sq.ft. ThE Owner acknowledges that it is not possible far the Contractor to acquire such items on a fixed price and agrees that the Guaranteed Maximum Cost and the Contractor's Fee shall f,e adjusted by the actual cast of such reinforcing steel and welded wire reinforcing mesh. Article 7 - Contractor's Fee, i,1 - Amended to read as follows: In consideration of tl~e performance of the Contract, the Owner agrees to pay the Contractor in current funds as camp~ensatic~n for his services a Contractor`s Fee as follows: Four Hundred Twenty Three Thousand One Flundred Dollars 0 423,100}. 7.2 - No ch~rnge. 7.3 - No change. AMENDFiEN7 TO COriTRACT AGREEMEI~ ~ conti rtued) Article 8 - Changes in the Work. Igo change. Article 9 - Costs to be Reimbursed. Plo change. Article l0 - Casts not to be Reimbursed. No change. Article ll - Discounts, Rebates and Refunds. Igo change. Article l2 - Subcontracts. Pao char7ge. Article 73 - Accounting Records. No change. Article 14 - Applications for Payment. No change. At°ticTe l5 - Payments to the Contractor. 15.1 - No change. . 15.2 - No change. 15.3 - Nc change. 15.4 - Amended to read as follows: Final payrrrent, including retainage, shall be made on all work that is in place and approved by the Architect arr December 7, 1974. Article l6 - Termination of the Contract. Igo change. Article 17 - t`:iscelTaneous Provisions 17.1 - Pao change. 17.2 - Ar~ended to read as folla~~~s: The Contt~act Documents, ti~rhi ch constitute tha entire agreement between the O~~,ner and tyre Contractor, are listed in Article l ar.d, except far P~Tad`i fi cation:; i asr,ed afi~er e;:ecution of thi s AgreeTent., are enumerated as follo~~~rs: Plans describing tl7e work as follows (all being initialed as of the date hereof): Sheet D - Cover Sheet as corrected thru February 15, 1974. Sheets A-l thru R-27 - Architectural Drawings as corrected thru February 15, 1974. Sheets S-1 thru S-9 - Structural Drawings as corrected thru Phase 2 Additions, February 15, 1974. Sheets S-lC thru 5--17 - Struct~rral Drawings dated February 19, 1974. Sheets P4-T thru M-9 -Mechanical Drawings dated February 19, 1974. Sheets E-1 thru E-7 and E-9 thru E-ll - Electrical Drawings as corrected thru February 75, 19.74. Sheets G-l thru C-4 - Civil Drawings dated February l9, 7974. AIA Document A201, General Conditions of the Contract for Construction dated April, 1970. Specifications for the µlork cans i s ti ng of E3i ddi ng Regi=i rements , Contract Forms, General Conditions, 5uppTerrtentary Conditions, Special Requirements, and Technical Specifications dated December 15, 1973 as amended by Addendum rl, Addendum ,~2, and Addendum #~3. Section 2C Eandscape Improvements is excluded. I_ettcr from Rice Marek-Narral & Holz dated l5 April 1974 defining the scope of electrical work related to snol~ameTting included in the contract. Specifically excluded from this contract is all work shovrn on dra~~~i n^,s and cal 1 ed for i n the specifications which are i ncl~rded in the~Tandscaping portion o-~ the project. This also excludes all Mork on the topmost level oi' the structure in the area AMENDMENT TO CON1"RACY AGREEMENT continued) Article 77.2 -(continued) bounded by column line 11 an the west and column line 75 an the east except structural backfil], structural concrete, rough-in mechanical, expansion and crack centre] joints, and the kiosk. Letter fr^om J. A. Ryder Canstructinn Ca. to Town of Vail dated Marcl~ 25, ]974, concerning conditions governing construction. 17.3 - No change. 17.4 - too change. 17.5 - Added, as fol]a~vs: The Guaranteed Maximum Cost and the Contractor`s Fee are based upon the fa]lawing estimates and a]lawances: 17.5.1 -Mass excavation and fill quantities and the Cost of the Work in the contract budget are in accordance with quantities furnished by the Structural Engineer ar.d the fallowing unit costs: Mass excavatio~~ and stripping - 52,500 cu.yds. bank measure - i.00/cy. Fill at road east end of project - 10,968 cu.yds. bank measure - 0.35/cy. Mass backfilT in accordance with 2A~-3.4E - 30,000 cu.yds. bank measure - $1.25/cy. Mass backfill in accordance with 2A-3.9F - 53,520 cu.yds. bank measure - $1.00/cy. 17.5.2 - All paving, curb and gutter^, and road repairs have a budget allo~~~ance of ~31,23U cost. This includes all work required unde,• Supplementary Cand-itions, Paragraph 4.75.3. 17.5.3 - Glu-]am/timber connections at elevator house and kiosk are: included with a budget allowance of $90U. 17.5.4 - Ratt insulation_in the building is included with an allowance of X1,000. 17.5.5 - Gr^aphi cs al l o~~,~ance o. X15,000 i s i nc] uded i n project budget and covers x71 graphics work including painting. 17.5.6 - T!}a work defi nod i n the E7 ectt^i cal Enc3 i neer's 7 et-cer, of April 15, 1974, has beery included with a budget alloaF;ance of i)~3. An amount of $24,x92 has been deleted from the electrical cont:ractar's costs as a bur~get allo,,~;ancF fnr v;or^k sha,~rn on Sheet E8, not• to he perforr~ied t,nder this Agreeirent. 17.5.7 - Seat. cushions for built-in seating at Ter-~i,~~inal are inc7uc~eci with v budget allowance of X1,350. The Guaranteed Maximum Cost and the Contractor's Fee shall be increased or decreased by the actual cost incurred for each of the above items. 17.6 - Added, as follows: The following changes to the Contract pocuments are hereby made: 17.6.1 - Asphalt stripped from the existing parking lot may be rased as fi]1 at ar near the bottom of the .berms.. 17.6.2 - Use 1/4" thick glass in lieu of 5/]6" glass where permitted by structural requirements and usage. 17.6.3 - Modify skylight specifications in ~ccardance vrith Rrchi- tect's direction. 17.6.4 - Add fireproofing to stems of concrete twin tees supporting tl~e lor~rer level of the Tern:i nal . 17.6.5 - Delete thickened slab and reinforcing steel at first 7eve] slab construction joints. 17.6.6 - Reduce area of pavement snowme7ting at the Terminal to approximately 150 sf located at the west and north entrance doors of the Termina] from doers to curb line. 17.6.7 - Delete gravel from behind retaining walls. 17.6.8 - Delete sterax additive in cnncrete tapping, 17.6.9 - Change waterproofing of t4~;in tee tunnel roofs to compound ca~:npased of l2 gal. asphalt per square reinforced vrith 2~~ glass fibre par square. s AMENDPiENl• TO CONTRACT AGREEMENT continued) Dated this fit~3vER rn;,i;~ ll I' VL T f 17.6.10 - Change phone booths to job fabricated with waod exterior and plastic laminate interior surface with shelf and opening for telephone book storage. 17.6.11 - Delete all concrete wheel stops. fiurnish and install woven nylon lines between co7u~nns at parking positions at east, west, center lines on ]evels one through three. 17.6.12 - Delete steel mesh in all slabs on grade. 17.6.13 - Delete second coat of curing compound required by specifications. 17.6.14 - Delete bumper rail except at elevator lobbies where bumpers change to steel channels in lieu of steel tubes. 17.6.15 - Dse HSP system expansion joints on all expansion joints in lieu of Acmeseal. 17.6.16 - Change raised pavement at exteriar of Terminal west of column line ll to expose aggregate concrete with seeded pea gravel surface. 17.6.17 - Revise lighting fixture design at third level of Terminal to use standard industrial fluorescent fixtures with waod enclosure on three sides. 17.6.18 - Delete painting of concrete walls and block walls in the Parking Structure. 1"1.6.19 - Delete sand blast texture on all concrete surfaces except those at Terminal and Pedestrian tunnels. 17.6.20 - Delete caulking on inside of vertical j_aints between Mall panels in the Parking Structure. Retain caulking at the stairwells. 17.6.21 - Delete all resilient flooring at Terminal. 17.6.22 - Delete rear cabinet arork and plastic laminate panel behind food concession area, front counter. 17.6.23 - Modify handrail construction to be ~-bar design in accorda;kce with Architec~'s detail. 17.6.2 - F,dd protective rail at exhaust ventilator shaft as detailed by Architect. 17.6.25 - Adci footing dram l i ne on north side ai` Part:i ng Structure: and connect to storm drainage syste;~~. 17.6.26 - Install dampprcaf~;~g on exterior N;alls consis'c:ing of ~~/5 gallo;~s asphalt vrith asbestos per square, 17.6.27 - Delete all concrete and masonry walls shown on Structural Drat•,ings which serve as backup galls for rack -valls called for on andsca.pe Drawings. 17.6.23 - «echa.ni cal fresh a.i ~~~ want i 1 ati on enclosures on fadr'c€-~ 7 e~re1 based an galvanized metal construction. 17.6.29 - Delete Subparagraphs .6 and .7 of Paragraph 12.7.3.4, Page S.C.18. 17.6.30 - Special Requirements, Paragraph 17, Page SR4 is hereby modified to allow substitutions as required by the project budget and approved by the'Architect. 17.6.31 - Delete Item V, Section 3R, Page 3, Technical Specifications. 17.6.32 - Revise Filling and Soil Compaction Specifications, Section 2A, Paragraph 3.9 to allow fill to be placed in 18" lifts. l~v'~ pay of Rpri l , 1974. COi~TRACTOR J. A. HY~~.R ;~5, RUCTIO,~~CO. E ,~' THE AMEI:ICAN INSTITUTE OF ARCHITECTS 5'J,r Alfa Document A201 6'aR ~~pMLB. ii ~~~~~~~i3 T!~l1S DOCU~I9Cl~+T lf,45 1.19!'ORT~NT 1.ECA2. CO,'JSEQUE,VCfS; CONSl1fTATlOIr! VVlTlf ~1N ~7~TOrrr~'E1' 1S [NCOUkAGED 4t'lT1i f:fSPECT TO !TS MODlf'lCATIOAf TA~L~ Or /sr.F~T~CLLS 1. COi~!"I-RACY DOCUMEN1"S 2. ARC"riITECT 3. O 1h~ N E l~ PAYME=NTS AND COMPLE`i'iON f 0. PROTECTION OF PLRSONS ANI~ PROPCR'TY CONTZACro R S. SU~iCC~i'~ITRf~CTOIZS 6. SEPARATE CONTRACTS 7. MiSCE.~.LANEOUS PROVISIONS 8. TIME 71. iI~ISU~:ANCC 72, CHANGES 1N TI-iF WORK 13. UNCOVERING AND CORRECTION OF WORK 14. TERMINATION OF THE CONTRACT This document has been appro~'ed and endorsed by The Associated General Contractors of America. Coryytibhl 1911, 1f~1~.'S91ii, 19?i, 1937,1951, 19SR, 19G1, 1963, 1966, 1907, ®19'D by The American Enstitute a( Architects, 1735 Nex~ 1'ailc Arenue, 1~.11~„ 1'1'asiiinglon, D. C, 2(JQ66. Fcprnduclion of the material herein ursuhstantial quotation of ils provi- sions wilhoul heimission u! the AIA vinlales the [opyright lau•~ of the United Slates and will be subject !a Rega! prosecution. AEA RoCU~1ENT ,12P1 ~ GF':rKAL CO~''711IONS (')I 7111 CO:~Th.4CT rf1K CC7\STP.UCTIOV + T11'EIrTFI E[71T1(1N • ,IPRII 1970 EU. AIA~ • (} 19;D ~ TItE !1'.tiRlCA'v' INSTlTUTI OI ARCHt71:C15, 1731 r~C14' }'c1ItK A1'ENUE, N.LV., 1'JASttINGTOJ, U.C. 20006 ~ r•'~,. CT'H15 pAGC i5 i;LAI'~!K? AfA DOCil.+1£NF AZ~t • G£N[RAL COtif)I11C1~5 OF TFi{ CONTRACT FOR COtiS1kUCTlOti • T\VCLFIH E171TtON • APRfL Z4"0 ECJ, AIAm' O 3'J'0 ifiE AMERICAN Iti'S711V1E OE ARCIIITLC?f,, 1735 NE1'Y 1"GRk AVENUE, N.1\'., 1VASHINGTON, D.C. «~OOG Acceptance of Defrclivc or Nan•(:ankxminf; Work.,, ....13.3 Accoss to 41'nrk ................................ .2.2.3 Accident Prevention ............... . ...... . ..2.2.4, 70 AdcJcn[lum, [)c(initu>n of .............................7.7.7 Additional Costs, Claims for ,,,,,,,,,,,,,,,,,,,,,,,,,12,2,1 Additional 4York .................................... .72 Admini~tratinn of the Contract ... . . ............. . . . ....2.2 Agreement, Fxlcnl Uf .................. . . ........ . . .1.1, 7.2 Alloss~ances, Cash ............ . ............... .....4.8.'1 Apl)lications for Payment ........2,2,5, 9.2.T, 4.3.7, 9,3,3, 9.4.1, 9.4.2, 9.5.7, 9,G.1, 4.7.2 Arbitration, Osvner•Contraclar Claims and Disputes ........ . ..............2.2,G through 2.2.72, 7,T0 ARCf11TECT ........................... . ............. .2 Architect, Detinitiun of .................... . ........ .2.7 Architect'; Across to the 11'nrl; ,2,2,3 Architect's Authority ...2.2,2, 2.2.T2, 2.2.74, 2.2.17, 4.77, 72,1,2 Architect's Authority to Reject N'cark ........... .....2.2.72 ArchilccCs D[~cisions .............. . ... .2.2.6 thraugli 2.2.12 Architect's Inicrl,relatir>ns ....7.2.5, 2.2.G Ehrough 2.2,T1, 12,1,G Architect's Full•Tirnr Project Representatis~c .. , .........2,2.16 ArcllitcU's Status ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,2.2 Architect's Visits to Site ...........2.2.3, 2.2.4, 2,2.75, 7.8, 9.7 fronds, Contract il'erformanec, Labor and l.latcrial I'aymcnt) ..................................7.5 Builder's Risk ir)~urance (See Property Insurance) ..... , , ,71.3 Cash Allowances ....................................4.8,7 Ccrlilicates for Pay'tlic~nt ..........2.2.5, 2.Z,~15, 5.4.7., 9.4, 9.5.1, 9.6.7, 9.7.2 CtiAhGCS 1N TFIP WORT: ............................ . .12 Chan fes, Ahir.or ............... . ................2.2.T4, 12.3 Change Orders ..... . ..... .. . .......... .2,2,7A, 4.8.i, 72.1 Change C)rcic•rs, t7e(il~ilian of .......................12.7.2 Clalms and Uispt.le~ BelsYCen the Contractor and llx~ O•,vner ........ . .....2.2.6 through 2.2.T2, 7.7p Claims fur rlricJitionaJ Cost nr Time .... , ...8.3„?, 8.3.3, T2.~€.G, 12.1.7, 12.2 Claims for Damages ......................... . ......7.4, 8.3 Claims of the Subcr+nlractor ...... . ... . ..............5.3.7.4 Cleaning up ................................. .4.1G, G.4 Codes ..... , , .. ...... ....................4.7.2, 70.2.2 Commencerncnt of the Wark .......... .. .... . .7.5.7, 8.1.2 Cammunicatinns ......... ............2.2.2, 3.2.4, 4,9.1, 4.77 COAiI'LCTION, PAYJI4J:NT5 AND ............. . ......... .9 Completion, Subslanlial .. . ..... . ...... 2.2.75, 8.1.3, 8.2.3, 9.7 Conlract, [)ef4nition of .................... . .... . .....7.1.2 Contract Bonds .......................................7.5 CONTRACT DOCUhtENTS .... .. .................1 Contract Documents, Copies Furnished and Osvrzcrship of ...... ..............................1.3 Contract C'uculnents, L7cfinition at ..... . .. . . . .. . . .. . . .7,7,1 Contract Dorunu~nts, ['xecution, Correlation, Intent and Interpretations ....................... ..1,2 Cnntrart hladific:ations ................ . ..1.1.1, 7.2.5, 72 Conlract Sung, ChanFc~s of .................... . ...12.T 12.2 Cnlstraet `,;um, Definition nF .............. . ........ . ...9.1.T Contract "Fcrminatir}n by Cnntnctnr ....................14,7 Contract Tc•rminatior, by Oss ner . .. . .. . . ...............14.2 Conlract Time .......................................8.7.1 w INDEX Cor•,'~acls, Separate ....................................6.T CONTRACTOR ........ . .. . ......... . .... . .............4 Contractor, Definition of ... .. .................. .4.1 fnntracux, Slnpl)ing the Work by The . ...... , ....9.6.7 Contractor, Tarminatinn of the Conlract by the ..........14.1 Contractor's Liability Insurance ... ....................11.1 Contractor's Kelatinns with Subcontractors ..........1.2.4, 5.3 Contractor's Kcspansibility for Protection and Safety .......... ........................10.1, 10.2 Contractor's Responsibility for Those I'crforminf; the Wnrk ,4.70 Contractor's Rcvicw of Contract pocumen[s ........1.2.2, 4.2 Canlraclor's 5uperinlendcnt ....................4,9,1, 10.2,5 Contractor's Supr~rvisinn and Construclinn Procedures ,,,,,,,,,,,,,,,,,,,q,3 Cnnlraciors, Mutual Responsibility of .. ......... . . . ..6.2 Copies furnished of Drawings and Specifications ........1.3.1 Correction of Work ..... .... .....................13.2 Cuttissg and Patching of 4+lrnrk .....'.. ................4.75 Cutting and Patching Under Sepa:ate Contracts ..........6.3 parttages, Claims for ............. . .................7.4, 8.3 Damages !or pclay ..................................8.3.4 pay, Definition of .......... . . .......................13:1.4 pcbris Kemnval ........ ..................4.1G, 6.4 F)erluc[ions inr Uncarrectecf 44'ork ............ . ......13.3.1 pefectivc or Non-Conforn7ing Ih'ork, Acceptance of .... ..............................73.3 Delays and Extensions nF 'Firne ..........................8.3 pacun)ents, E:xccution of the Conlract . . . . . . ...........1.2,1 prawings and Spccifiratinns at the 5itc ..... . ...... . . . ..4.72 prawings and 5pecilicalions, Ownership of .............1.3.2 rawinfs, Arrangement of .... ............... . .... .1.2.4 prawings as Written lntcrprctalians ....................1,2.5 Eascr)lenis ..........................................3.2.2 Emergencies ..........................,..............10,3 Execution, Correlation, Intent and Jnlcrpretations of the Con€rrc.! pacuments ................... ...7.2 Extensions of Timc .................................8.3, 1'1..7 Extras ................................................72 Fall[1rC of Payment ................ . ...................4.G Field Orders ......... . .....................T.2:5, 12.3, 72.4 final Payment .............. .... ..................99 Fire, Extended Coverage, Vandalism and Malicious Mischief Insurance , ,, , , , , , , , , , , , , , , , , , , ,11,3,"1 Governing Lasv ......................................7.1 Guarantee Bonds ............................... .. .7.5 Guarantee ......................... . ..........9.3.3, 13.2.2 Indemnification ............ ............. . ...4.18 Infnrrnalion and Services Keyuired of the Owner . , ...... , ,3.2 Inspections .. ..............................2.2.15, 7.8, 9.7 Instructions to the Contractor ....................2.2.2, 3,2,4 INSURANCC ... .............................11 Insurance, Builders Risk (see f'rapcrty Insurance) ........... ........................11.3.1 Insurance, Contractor's Liability .... . ......... . .........71.1 Insurance, Fire, Extender! CnveraJ;e, Vandalism, and Malicious Mischief .............. . .11.3.7 Insurance, Loss of Use ................................11.4 AIA L~GCU+,11 hT A20i • CaNLtiAL Cc~NhltlO,NS C)r lllr CU'JTF;ACT F[)t: C[)NS1kUCTIUN • 7WCLFtIt Ll7iTIQN • APRIL F97t1 E't?.AIA~ CS 19:0 lliC A.~1f RICAN INS117U1L UT AKCF€riCC1S, 7731 NC1N 1'uHK AVCNUC, N.W., 1YASt{tNGTUN, U.C:. 2(KSaG ~ r.•.,.~ r t Insurance, Owner's Liability .. . ....................... .17.2 lnsurance, Properly .... .... ......11,3 Insurance, Special }lazards .. ....... .11.3.5 insurance, Steam E3oifer and A4achinery 71.3.2 Interest ........ ..................7.9.7 Interpretations and Decisions of the Architect ........... . . . ...2.2,6 through 2.2,72 in[erpretations, Written ..... . .. . . ... . ..1.7.1, 1.2,5, 12.3, 12.4 La6ar and Materials ................4,4, 4.5 Labor anti Material Paymer7t Bund ...7.5 Laws _......,.........,... .........4.6, 4.7, 7.1, 10.2 Liens .. ......................9.7.3,9.7.5 In5Ur3nCe ...............Lass Of USC 11.4.1 Materials, Labor and ... .... . ... . ...... . ..... . . ...4.4, 4.5 Minor Changes In the 1'L'ork ..................1.1.7, 12,3, 12.4 MISCEt.LANEOLJS PRGVEStONS ..........................7 Modifications to tlic Contract ......................1.7.1, 72 Mutual Responsibility of Cantractr*s ....... . ............6.2 Non•Conforming Work, Acceptance of pefective or ....................................13.3.1 Notice of Testing and Inspections ..... . ........ . . .......7,8 Notice to Proceed ...................................t1.1.2 Notice, tnlriiten ...................... ............... J.3 Notices, Permits, fees and ................... . .........4.7 dV6'Nl:f: ,..... ................................ ..3 Owner, Definit'son of .. ......... ...... .........3.1 Owner, Termination of the Contract by the ..............14.2 Owner's lnfonratian and 5en~ices ... ....................3.2 Ovrner's Liability Insurance . , .. ...................71,2 Dwncr's E;i;ht in Carry Out the Work ... . . .......... ...3.4 O7ti'ner's hiltiik to Clean Up . ...... ..... . .........4.16.2, 6.4 C}`'rner's Right to A~x'ard Separate Coltracts ..............6.1 Otivnrr's Ki~,nt io Stop the IVork ......... . . .... .... . .3.3 Owncrs;iig cf CJraw~ings and 5pec.ificaticns . .............1.3.2 Patctlirr~ of lrtirork .. ............. . ....... . ........ k,15 Paiclr'sn~ aE 1N~rk Under Separate Contracts , . , , ....... .6.3 Patents, Royalties and .... . ...........................7.7.1 PAY1+11:NTS ANt7 CC:MPLt:'TION ...... ...... ., , ...9 Payment, Applications far . , .....2,2.5, 9.2.1, 9.3.1, 9.3.3, 9.4.1, 4.4.2, 9.5.1, 9.6.1, 9.7.2 Payment, Certificates for .....2.2.5, 2.2.15, 5.4.2, 9.4, 9.5.1, 9.6.1, 9.7.2 Paymer7t, Failure of .................... . ... . ... . .....9.6 Payment, Final .............. . . . ............ . ....2.2.10, 9.7 Payrrsents, Progress .. . ..............................9.3, 9.4 Payments to Subcontractors ... . .. . . . .......... . .........5.4 Payments Withheld ....................................9.5 Performance Bond .. ... .............................75 Permits, Fees and Notices .. ......... . . ............ .4.7 PER501tS Al~ii3 PROPERTY, PROTECTION OF ....... . ......70 Progress and Cnmpletion ...................... . ... ...8.2 Progress Payments .. . . ................. . .. . ..... . ..9.3, 9.4 Pf0('jrC55 Schedule ....................................4.11 Project, Definition of ............ .................1.7.4 Projec~ Loss or Damage Insurance ............. . ........11.3 Project Representatives, FulhTirne . . ... . . . .............2.2.16 Properh• insurance ........... ....... ...............11.3 PROTECTION OF PERSONS ANL7 I'ROPt:RTY . . ........ . ...10 Regulations ...... . ..... . ....................4.7.2, 7D.2.2 Rejection of t"fork .. ........................2.2.12, 13.2 Releases of Waivers and k.iens ..... ...... ......9.7.3, 9.7.5 RespansibiEity for Those Performing the Work , .....4.10, 9.7.7 Reiainage .................. .... .... . ...5.4.2, 9.7.3, 9, T. f Revie»• of Contract Documents by the Contractor .....1.2.2, 4.2 Royalties and Patents ..................................7.7 Ri;I7ts aid Remcd cs .. . ...............................7.6 Safety of Persons and Property ................... .....10.2 5afet}' precautions and Programs ............... . ..2.2.4, 1D.1 Samples, 5ho~ Drawings and ........ ...... . ... .2.2.73, 4,13 Schedule of Values ...................................9.2 Schedule, Progress .. .......................,......,.4.11 5£PARATE CONTRAC75 ................ ... , ..........6 Separate Con:racts, Owner's Right to Award .............6,1 Shop Drawings and Samples ................... .2.2.13, 4.13 Site, lase of .....................................4,74.1 Special Hazardslnsurance ... .......................11.3.5 Specificaticns, Organization of ..... . .......... . .......7.2.4 Steam Boiler and hiachinely insurance ..... . ...........11.3.2 Stopping the 11'ork ....................................3.3 SUBCONTRACTOitS ......... . ..........................5 5ubcont~ actor, Ctain7s of .. ....... . ....... . ..... . ..5.3.1.4 Subcontractor, Definition of .. . .. . ... . ........ . .. ....5,7.1 Subcontracts, Award of ......... . ............ ..1.7.4, 5.2 Subcantrac;ual Relations ... ................... ....5.3 5ubstantia! Completion and Final Payment ..........2.2.15, 9.7 Substantial Completion, [?ate of ...........2,2.75, tt,1.3, £s.2.3 Sub subcontractor, Definition of ......... . .............5.1.2 Subsurface Conditions ... ........................ .12.1.6 Successors and Assigns ......... ... ................7.2 Sul3erti•isian and Construction Procedrsres . . . . ... . .......4.3.1 5uperinlendenl, Cantraclor's ....... . ...... . .....4.9.1, 7fs.2.S Sun'eys ~ ...........................................3.2.7 Taxes .... .. ..................................4.E Termination by the Contractor .... . ..... ... . ..... . ....1~t.1 fierminatian by the C3wner ....... ..... . ......... . .. . .14.2 TfRfvtlNATION OF T1~E CONTRACT ......................14 Tests ..........................................2.2.12, 7.8 TIME .. ., ................................... .8 Time, Definition o4 ... , ... .... , .... ......... ...8.1 Time, Detays and Extensions of ..... . . .........8.3, 12.1, 12.2 Title of Work ......................................9.3.3 UNCOVER1t~G AND CORRECTION OF WORK ............13 Unco~•ering of !'Vork ............................... .13.1 Unit Prices ..................................12.7.3, 12.1.5 Use of Site ............ .............................4.14 Values, Schedule of ....................................9.2 Waiver of Claims by the Contractor .................. . .9.7.6 1'Jaiver of Claims by the Owner ...... . ........... . ... .9.7.5 lVarrzniy ......... . . .............. . .............4,5, 9.3.3 1Yords, Recognized Meanings of ......................1.2.3 Work, Definstion of ..... . . ..... . ................ . ....7.1.3 Written t`otiC@ ........................................7.3 A!A npCUr.sEr;T A2n1 • GE4ER.4L CO`;CITIp':5 OF THE COh'TFACT FOR CO.tiSTRUCTIC7N • T1vELF7H EDITION • APRIL. 14:6 Ed. 4 AIA", • C<7 1910 • 7HE A~,AERICAt.I IhSTITUiE OF ARCHITECTS, ~i35 NEVV YORK AVENUE. iV.Vi'., SNASHINGFUN, D.C. 2CXKK~ GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION Aft71Cl_1` 1 CC7NTFtACT DOCUMENTS 1,1 DEF1NlTIOtrS Tril: CONTRACT gOCts1+1ENTS The Contract Documents consist of the Agreement, the Conditions of the Contract (General, Supplementary and other Conditions}, the Drawings, the Specifications, all Addenda issued prior to execution of the Contract, and all t+lndifications thereto, A Modification is (1} a written amendment to the Contract signed by both parties, (2) a Change Order, (3} a written interpretation issues! by the Architect p=.rrsuant to Subparagraph i.2,5, or (4} a written order for a minor change in the V4`ork issued by the Architect pursuant to Paragrap!r 12,3. A ,h~,adification may be made only after execution of the Contract. 1.1.2 rHE coNTlc;.cT The Contract Documents form the Contract, The Contract represents the entire and Integrated as;reem~nt Between the parties hereto and supersedes all prior negotiations, representations, or a~rGerrlenls, either written or oral, including the bid:ling documents. The Contract may be amerrdecl or modified only by a Modification as defined in Subparaf;r„plr 1.1.1. 1.1.3 TiiE 4'JOF;K Tire term Work incltrd~s all labor nccessar~' to produce the construction ree~uired by the Contract Documents, and all materials and equipment incorporated or to be incarpasatcu in such construction. 1,1,n TIiF. t'RO;t'CT The Project is the tot,11 construction designed by the Architect of t•,~hicl~ tl-~e 1R'o~k performed under the Cos'r- tract t7oculnents may be the whole or a part. 1,7 t:~:cCtITION, CU:{k%t.:c'i rC1`J,'tlJTE\'f ,wtvD ttdi'EFPt2EtATtQIJS 1.2.1 The Contract Documents shall be signed in not less than triplicate by the Owner and Contractor, If either the Owner or the Contractor or both do not sign the Condi- tions of the Contract, Drawings, Specifications, nr any of the other Contract Documents, the Architect shat! identify them. 7.2.2 sy executing the Contract, the Contractor represents that he has visited the site, familiarized himself with the local conditions under which the Work is to be per- formed, and correlated his observations with the rec{uire- ments of the Contract Documents, 7.2.3 7lte Contract Documents are complementary, and what is required lay any one shall bc~ as binding as if required by all. The itltentian of the 1ocuments is to include alI tabor, materials, equipment and other items as provided in Subparagraph 4,4,1 necessary for the proper execution and completion of the Work. It is not intended that Work not covered under any heading, section, branch, class or trade of the Specifications shalt be supplied unless it is required elsewhere in the Contract Documents ar is reasonably inferable thereiram as being necessary to produce the intended results. Words which have well-known technical ar trade meanings are used herein in accordance with such recognized meanings, 1.2.4 The organization of the 5pecificatinns info divi- sions, sections and articles, and the arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Wark to be performed by any trade. 1.2.5 Written interpretations necessary for the proper execution or progress of the Work, in the farm of draw- ings or otherwise, Fill be issued with reasonable prompt- ness by the Architect and in accordance with any schedule agreed upon. Either party to the Contract may make written request to the ?crchitect for such inter- pretations. Such interpretations shall be consistent with and reasonably inferable from the Contract Documents, and may be effected by Fic:ld Order, 1,3 corrES rultNrsrt~p AND o~aJNERStttP 1.3.1 Unless otherwise provided in the Contract Docu- ments, fire Contractor +vill be furnished, free of charge, all copies of Drawings and Specifications reasonably nec- essary for the execution of the Wark. 7.3.7. All Drawings, Specifications and copies tE}eronf furnished by the Archi±ect are and shaif remain his prop- erty. The}' are not to be used on any otller project, and, with the erceptian of one contract set far each party to the Contract, are to be returned to the Architect ort re- ctuest at the completion of the Wark. A~1I~P.3: ;~ AFtCHITLCT 2,1 DE1-tNirtoN 2,1.1 The Architect is the person or arganizatian licensed to practice architecture and identified as such in the Agreement and is referred to throtrghout the Contract Documents as if singular in number and masculine in gender. The term Architect means the Architect or his authorized representative. 2.1.2 Nothing conta'sned in the Contract Documents sha11 create any contractual relationship behveen the Architect and the Contractor. 2,2 ADNttN15TRATiON Of 7HC CONTRACT 2.2,1 The Architect will provide general Administration of the Construction Contract, including performance of the functions hereinafter described. AlA ppCUh4EhT A?O1 r;E'.'FR,A€ CntiUITlCIr~'S QF 11if fOti'TRACT r(3fi GO'JSTI:UCTIO~. • ll1'EGr1'H rnlTlOh • APRIL 1970 En. AIA~ U 197L7 THt; AMCR:CAN Ir;STITUI'E OF At;CHITECiS, 173 rr'E1N YORK A1'Er.'L~E, h. W., \'1'ASriINGTON, tJ.C. 2~J~6 Z.2.2 The Architect will be the Owner's representative during construction and until final payment. The Architect will have autharity co act on behalf o! the Owner to the extent provided in the Contract Documents, unless other- wise modified by written instrument whicll will be shown to the Contractor. The Architect will advise and consult with the Owner, and all of the Owner's instructions to the Contractor shall be issued throt,gh the Architect. Z.2,3 The Architect shalt at all times have access to the Work wherever it is in preparation znd progress. The Contractor shall prov'sde facilities for such access so the Architect may perform his functions under the Contract Documents. 2+2.q. The Architect will make periodic visits to the site to familiarize Himself generally lvith i#1e progress and quality of the VVark and to determine in general if the Work is proceeding in accordance with the Contract Documents. On the basis of his on-sire observations as an architect, he will keep the Owner informed of the progress of the Work, and will es7deav~or to guard the O`~+~ner against defects and deficiencies in ti,e 4'Ilork of the Contractor, The Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will not be responsible for construction means, metfrads, techniques, sequences or procedures, or for safety precautions and pra};rams in connection with the 1~1~ork, and he wilt not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. 2.2.5 Based an sucfl observations and the Contractor's Applications for f a}'moot, the Architect will determine the an;::r,nts owing to the Contractor and wilt issue Certificates for Payment in such amounts, as provided in Paragraph 9.~t. 2.7..6 The Architect will be, in the first instance, the interpreter of the requirements of the Contract Dacu- ments and tk~e judge of tlse performance thereunder by botl, the Owner and Contractor, The Architect wilt, within a reasonable time, rena'er such interpretations as he may deem rrecessary far the proper execution or prog- ress of the !•1'orl,. 2.2,7 Claims, disputes and other matters in question between the Contractor and the OLVner relating to the execution or progress of the :York or the interpretation of the Contract Documents shall be referred initia€ly to the Architect for decision which he wit! render in Lvriting within a reasonable Eime. 2.2.a Alf interpretations and decisions of ,the Architect shall be consistent with the intent of the Contract Dacu- mems. In his capacity as interpreter and judge, He will exercise his best efforts to insure faithful performance by both the Owner and the Contractor and will not show partiality to either. 2.2.9 The Architect's decisions in matters relating to artistic effect will be final if consistent with the intent of the Contract Documents. 2.2:7t? Arty claim, dispute or other matter that has been referred to the Architect, except those relating to artistic effect as provided in Subparagraph 2.2.9 and except any 4' which have been waived by the malting or acceptance of final payment as provided in Subparaf;raphs 9.7.5 and 9.7.G, shall be subject to arbitration upon the written demand of either party. !-towever, no demand far arbitra- tion of any such claim, dispute or other matter may be made until the earlier of: 2.2.14.7 The date on which the Architect has rendered his -vritten.decision, or 2 the tenth day after the parties have presented their evidence to the Architect or have been given a reasonable opportunity to do so, if the Architect has not rendered his written decision by that date. 2.2.11 If a decision of the Architect is made in writing and states that it is final but subject to appeal, no demand for arbitration of a claim, dispute or other matter covered by such decision may be made later than thirty days after the date or. which the party making the demand received the decision, The failure to demand arbitration wsthin said thirty days' period will result in the Architect's deci- sio~~ becoming final and bind'sr,g upon the Owner and the Contractor. If the Architect renders a decision after arbi- tration proceedings have been initiated, such decision may be entered as evidence but will not supersede any arbitration proceedings unless the decision is acr_eptable to the parties concerned.' 2.2,12 The Architect wi[1 have authority to reject Work whiciT does not cot-form ~ to the Contract Documents. Whenever, in his reasonable opinion, he considers it necessary or advisable to insure the proper implementa- tion of the intent of the Contract Dacuments, He will have authority to require special inspection or tasting of the Work in accordance LvitiT Subparagraph 7.8.2 whether or not such 1'Vork be then fabricated, installed or cam- p[eted. HaLVever, neither the Architect's authority to act under this Subparagraph 2.2.'!2, nor any decision made by him in good faith either to exercise or not to exercise such authority, sl3ail give rise to any duty or responslai!ity of the Architect to the Contractor, any Subcontractor, any of their agents or em;~foyees, or any other person performing any of the V4'o;k. 2.2.13 The Architect will revieLl1 Shop Drawings and Samples as provi~tfd in Subi:aragraphs- 4.13.1 through 4.13.8 inclusive. 2,2.14 The Architect will prepare Change Orders in ac- cordance Lvith Article 12, and wick have autharity to order minor changes in the lh'ork as provided in Subparagraph i 2.3.1. 2.2.15 The Architect will conduct inspections to deter- m'sne the dates of Substantial Completion and final com- pletion, will receive and review written guarantees and related documents required by the Contract and assembled by the Contractor and wi[I issue a final Certificate fbr Payment. 2.2.16 kf the Owner and Architect agree, the Architect will provide one or more Full-Tirrke Project Representatives to assist the Architect in carrying out his responsibilities at the site. The duties, responsibilities and limitations of authority of any such Projec[ Representative shall be as set forth in an exhibit to be incorporated in file Contract Documents. A1A DOCUAfEM7 A201 + GENERAL CUNi71TIOrJS OF THE CC7`i7R.ACT rUP. CONSTRUCTIQN • 7L1'LLFTH EC)IiiON APRIL 19; E} EC?. t? A[A~ O 197V THE AMERICAN INSTiTt1Tt OF ARCHITECTS, 1735 r:Cw YC7RG AVEtiUE, N.1A'., 1YASHiNGipN, D.C. 200G5 2.2.77 The duties, responsibilities and limitations of authority of the Architect as the O+vner's representati~~e during construction as set forth in Articles 1 thrauf;h 'I4 inclusive of these General Conditions will not be modi- fied or extended +vithout +~'ritten consent of the Owner, the Contractor and the Arcllitect, 2,2,18 The Architect will not be responsible for the acts or omissions of the Contractor, any Subcontractors, or an}' of their agents ar employees, or any other persons performing any of the Ih'ork. 2.2.79 [n case of the termination of the employment of the Architect, the Owner shall appoint an architect against whom the Contractor makes no reasonable objec- tion Whose status ualder the Contract Documents shall be that of the former architect. Any dispute in cnnnec- tian with such appointment shall be subject to arbitration. ARTICLE 3 ow~JE~ 3.1 f3EftNI'iION 3,1.1 ThG Owner is the person or organization identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in nurT-Iber and masculine in gender. The term Owner means the Owner or his authorized representative. 3,2 [f:t'Ot2MATtC1N ANU 5ER1'ICLS REQUIRED Uf Tlif CJI.1'hI:R 3,2.1 Tile Owner shall furnish all surveys describing the physical cllaractcristics, legal limits and utility locations for the site of the Project. 3.2.2 The Ov,~ner shall secure and pay for easements for permanent strlrctures or permal}ent changes in existing facilities. 3.2,3 lnforn,ation ar services under the D+vner's contra[ shall be furnished i]y the 0+1mcr witfT reasonable prompt- ness to avo'sd clclay irs Ilse orderly progress of the 1'Vnrk. 3,2.4 The Uu'ncr shell issue all'insiructions to the Con- tractar through the Architect. 3.2.5 Tkre foregoing are in addition to other duties and responsibilities of the Owner enumerated herein and especial)}' those in respect to Payment and Insurance in Articles 9 and 1't respectively. 3,3 CtWNER'S RIGHT TO STOP THE LNORK ' 3.3.1 If the Contractor fails to correct defective Work or persistently fails to supply materials or equipment in accordance with the Contract Documents, the Owner may order the Contractor to stop the VI'ark, or any por- tion thereof, until the cause for such order has been eliminated, g,~;. QWNER'S RIGHT TO CARRY OUT THE WORK 3.r#.1 !f the Contractor defau#ts or neglects to carry out the Wark in accordance +'~~ith the Contract Documents ar fails to perfc3rm any provision of the Contract, the Owner may, after seven clays' ~rritten notice to the Con- tractor and without prejudice to any other remedy he may have, make good such deficiencies. 1n such case era appropriate Change Order shall be issued deducting Pram the payments then or thereafter due the Contractor the cost of correcting 5lrCh deilClCflCleS, including the cast of the Architect's adrJitional services made necessary by such default, neglect ar failure. The Architect must ap- prove both such action and the amount charged to the Contractor. !f the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Owner. ARTICLE Q~ coNTRACTO€~ 4.1 DfFiNITlON 4.1.1 The Contractor is the person or organization identi- fied as such in thE~ Agreement and is referred to through- out the Contract Documents as if singular in number and masculine in gender'. The term Contractor means the Contractor or his authorized representative. 4.,2 REV1I:!'V OF CO~'TRACT DOCUMCNi'S 4.2,1 The Contractor shall carefully study and compare the Contract Documents and shall at once report to the Architect any error, inconsistency or omission he may discover. 'rhe Contractor small not be liable to the Owner or the Architect for any damage resulting from an}~ such errors, inconsistencies or omissions in tyre Contract Docu- ments. The Contractor shall do no Work without Draw- ings, Specifications ar Modifications. 4,3 SUI'ERYISIQN AND CONSTRUCTION PROCEDURt:S 4,3,1 The Contractor shall supervise and direct the Work, using his best skill and attention. He shall be solely re- sponsible for all construction means, methods, tech- niqucs, sequences and procedures and for coordinating all portions of the 41'ork under the Contract. t} EADUR ANt7 MA'tCR1At.S 4.4.1 Unless othcr+vise specifically noted, the Contractor shall provide and pay for all labor, materials, equipment, tools, ranstruction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and colnplEtian of the Work. 4.4.2 The Contactor shall at all times enforce strict dis- cipline and good order among Isis employees and shall not employ on the Work any unfit person or anyone not skilled in the task assigned to him. 5 4YARRA'~TY 4.5.1 The Contractor warrants to the Owner and the Architect that all materials and equipment furnished un- der this Contract will be new unless otherwise specified, and that all V1'ork will be of goad quality, free tram faults and defects and in conformance with the Contract Docu- ments. All Wark not so conforming to these standards may he considered defective. If required by the Archi- tect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 4,g TAXES 4.G.1 The Contractor shall pay all safes, consumer, use and other similar taxes required by law. ArA IJOCUhiEkr' A'1p1 • GCt~ERAL COKDITIp\S OF THE COyTrZACT FpR CON 57Rl'C110N . 7wElrTH C[];TIU:~ • APRIL 797 Er]. Alh~ ©19;'0 TiiE AhSERICAt~ hti;TrTUTE OF ARCFIITEC7S, '1735 NL'1V YURK AVENUE, N.1'.'., Vti'ASHINGTDV, D.C. 20006 ~ t~,7' PERAkt1'S, FEES AM1tt) PfOTICES X4.7.1 The Contractor shall secure and pay for all permits, governmental fees and licenses necessary for the proper execution and completion of the Work, which are appli- eabie ~ t the time the bids are received. It is not the re- spansibility of the Contactor to make certain that the Drawings and Specifications are in accordance with ap- plicable laves, statutes, building codes and regulations. 4.7.2 The Contractor shall give all notices and comply with all fa~vs, ordinances, rotes, regulations and orders of any public authority bearing on the performance of the N'ork. If the Contractor observes that any of the Contract Documents are at variance therewith in any respect, he shall promptly notify the Architect in writing, and any necessary chan;;es chalk be adjusted by appropri- ate Modification. If the Contractor performs any Wark knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to the Archi- tect, he shall assume full responsibility therefor and shall bear all casts attributable thereto. 4,g CASH AttON'ANCES 4.a.1 The Contractor shall include in the Contract Sum all albwancc.:~ staled in the Contract Documents. These allowances shall cover the net cost of the materials and equipment delivered alul unloaded at the site, and all apl~licabfe taxes. Tyre Contractor's handling casts an the site, tabor, installation Costs, overhead, profit and other expenses contemplated for the original allowance shall be included in the Contract Sum and not in the allow- ance. The Contractor shall cause the Work covered by these ailovrances to be performed for such amounts and by sucll persons as the Architect may direct, but he will not be required to employ persons against wham he makes a reasonable objection. if the cost, when deter- mined, is more than or less than the allowance, the Con- tract Sum shall be adjusted accordingly by Change Orcier which will include additional handling casts an the site, labor, installation costs, overhead, profit and other ex- penses resulting to the Contractor from any increase aver the original allowance. t{.,<J SU:'rwt:iNTEtv'DE€~T._ 4.9, f The Contractor shall employ a caml~etent srspzr-~ intendent and necessary assistants wno shall be in at- tendance at the Project site during the progress of the Work. The superintendent shall he satisfactory to the Architect, and shall not be changed except with the con- sent of the Architect, unless tl~e superintendent proves to be unsatisfackory to the Contractor ant ceases to be in his employ, The superintendent shall represent the Contractor ant! all communications given to the superin- tendent shalt be as binding as if given to the Contractor. Important communications veil! be confirmed in 4vriting. Other communications will be sa confirmed on written request in each case. e},1Q Rr:SPOt`'St131l1TY FOR THOSE PERFORMING Tr-rr: waRrc 4.10.1 The Contractor shall be responsible to the Owner far the acts and omissions of all his employees and all Subcontractors, their a};ents and employees, and all other persons performing any of the Work under a contract with the Contractor. i t~,11 PROGRESS 5CFtEDULE 4.11.1 The Contractor, immediately after being awarded the Contract, shah prepare and submit for the Architect's approval an estimated progress schedule.tor the Work. The progress schedule shall be related to the entire Proj- ect to the extent required by the Contract Documents. This schedule shall indicate the dates for the starting and completion of the various stages of construction and shall be revised as required by the conditions of the Work, subject to the Architect's approval. Q.,12 RRAWINGS AND SPECIFICATIONS AT THE SrTE 4.12.1 The Contractor shall maintain at the site for the Owner one copy of all Drawings, Speci#ications, Ada'enda, approved Shop Drawings, Change Orders and other Mod- ifications, in good order and marked to record all than ;es made during constn,ctian. These shall be available to the Architect. The Drawings, marked to retard all changes Wade during construction, shad be delivered to him for the Owner upon completion of the Work. t~,13 5lkQE' DRAWINGS AND S/~.RkFLES 4.13.1 Shap Drawings are dra4vings, diagrams, illustra- tions, schedules, performance charts, brochures and other data which are prepared by the Contractor ar any Sub- contractor, manufacturer, supplier or distributor, and which illustrate some portion of the V4'ork. 4.13.2 Samples are physical examples furnished by the Contractor to illustrate materials, equipment or work manship, and to establish standards by which the 1Nork 4i~i[1 be }udp,ed. 4.13.3 The C.ontractar shall review, stamp with his ap- proval and submit, with reasonable promptness and in orderly sequence so as to cause no delay in the ~Z'ork ar in t.l~e work of any ati7er contactor, all Shap Dra4v- ings .Ind Samples required L-y the Contract Documents or subsequently by the Architect as covered by h~4odifica- tions. Shop Drawings and Samples shalt be properly identified as specified, ar as the Architect may require. At the time of submission the Contractor shall inform the Architect in writing of any deviation in the Shop Draw- ings or Samples from the reciuiremc~nts of the Contract documents. 4.13.4 By approving and submitting 5hap Drawirgs and Samples, the Contractor thereby represents that he has determined and verified all field measurements, field con- structiOn criteria, materials, catalog numbers and similar data, or will da so, and that I,e has checked and coordi- nated each 5hap Drawing and Sample with the require- ments of the Vlrork and of the Contract Documents. 4.13.5 The Architect will review and approve Shop Drawings and Samples with reasonable promptness so as to cause no delay, but only for conformance with the de- sign concept of the Project and with the information given in the Contract Documents. The Architect's approval of a separate item steal! not indicate approval of an assembl}~ in which the item functrons. 4.13.b The Contractor shall make any corrections re- quired by the Architect and shall resubmit the required number of corrected copies of Shop Drawings or new Samples until approved. The Contractor shall direct spe- AlA naCU.YrNT A2r,1 • Gr'.'ERnI C01'DETIUNS Or TfIE COhTRA~ rOR CONSTP.UCTIU'V • 741+EIr7r-S ErSiTION • AE'f:iL i4'0 rO. A1f~®+ CtJ 197fl ~ TFIC AMERICAN INSTITL,TC aF ARCH3TECT5, '1735 NEF'V YORK AVENtJ[, N.w., WASr,rNGTOM1", b.C:. Zi~;)iXi C cific attcntic,n in writing or on togs to revisions other than the tlTe Archrtect an previous subn~i~ fitted Shop Draw- regardless of whether or not it is caused in part by a lions requested by party indemnified hereunder, 4.13.7 The Architect's approval ':op Drawings or Samples shall not relieve the Col ,~ of responsibility far any devi«tion from the rectlli ~~~ts of the Contract Documents unless the Contractor informed the Archi- tect in +vrilirTg of such deviation she time of submis- sion and tfTe Arcltiitect has given ~ rifles approval to the specific deviation, nor shall the ~,~~.hitcct's approval re- lieve the Contractor from resix~!tsibility for errors or omissions in the Shop Dra+ving: ar Samples, 4,13,8 3~o portion of the V1•'ork requiring a Shop Drawing or Sample submission shall be conTmenced until the submission 11as been approved by the Architect. All such portiarTS of the IlVark shall Sae in accordance with ap- proved Shap prawings and Sample.., 4,14 USE OF SITE 4.14,1 The Cantrac.tor shall confine operations at the site to areas perl7titted by law, ordinances, permits and the Contract 1~ocurnents and shall not unreasonably en- cumber the site wit#T an}~ materials or equipment. 4,15 C[JTTII~G ,4ND PATCiilh'G OF 4ilGf2h 4.15.1 'tile Contractor shall do all cutting, fitting or patching; of his Work that may be rec~uircd to stake its several l:,arts fit together properly, and shall not endanger any Work lay coifing, excavating or otherwise altering the Wart: or an}~ part of it. 4,1fz CtE/4NINC L1P 4.1f,.1 1 ire Calltractor at all times shall keep the prem- ises free from accumulation of waste materials or rui~bish caused by his operati~~ns. f+t the completion of the 1'Vork 17e shall remove all ITis v;aste materials and rubbish from and abut the Project as we#I as a!i ITis teals, construc- tion equipment, machiner}~ and surplzls materials, and shalt clean all glass stn faces and leave the Work "hroom- clean" or its c•gr,ivalent, except as otherwise specified. 4,1f~.2 ff the Contractor fails to cyan up, the Owner ma}~ cFO scs and tiTe cost tiTerc~af shall be clTarged to the Contractor as provided in Paragraph 3.4. conar,aur.rc~.Tlolvs 4.17.1 The Contractor shall forward all cammunicatians to the Owner through the Architect. 4,1~ INC9EMNU'ICATION 4.18.1 -i'he Contractor shall indemnify and hold harmless the Owner and the Arc}~~itect and their agents and em- ployees from and against all claims, damages, losses and expf~z7ses including attorneys' fees arising out of or re- sufting from file performance of tlTe G}fork, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to ':rTjury to ar destruciian of tangible property (other than the Work itself) including the loss of use resulting there- ror~~, ar~d (2) is caused in while or in part by any ncgli- gent act or omission of the Contractor, an}~ Subcontrac- tor, anyone directly or indirectly employed by any of them or anyone for whase acts any of them may be liable, 4.16,2 In any and all claims against the Owner or the Architect or any of their agents or employees by any enr- pfayee of the Contractor, any Subcontractor, anyone di- rectly or indirectly employed by arTy of them or anyone. far +vhose acts any of them may be liable, the indemnifi- cation obligation under this Paragraph 4.18 shall not be limited in any way by any limitation .on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor under work- men's compensation acts, disability benefit acts ar other employee benefit acts, 4.18.3 The obligations of the Contractor under tilts Para- graph 4.18 shall not extend to the liability of the Archi- tect, 17is agents or employees arising out of {1) the prepa- ration ar apprrn~al of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifications, or (zi the giving of ar the failure to give directions or instruc- tions by the Architect, his agents or employees provided such giving or failure to give is the primary cause of tr,e injury or damage, A~Tt~lr~ 5 SUfICCiN'['I2ACiQRS D1:FItdlTiON 1.1 A Subcontractor is a person ar organization who has a direct cortract with the Contractor to perform ar~y of the Work at the site, The term Subcontractor is re- ferred to throughout the Contract Documents as if singu- lar in number and masculine in gender and means a Subcontractor or his authorized representative. 5.1,2 A $Elb-SUFJCOrItraCtnr is a person or orpanizatiorr who has a direct or indirect contract with a Subcontractor to perform any of t1Te ~~Vork at the site. The term Sub- subcontractor is referred to throughout the Contract Documents as if singular in number and mascu#i1Te in gender and means aSub-subcontractor or an authorised representative thereof. 5,1.3 l~iathing contained in the Contract Documents shall create any contractual relation between the O+vner or the Architect and any Subcontractor or Sub-subcon- tractor. 5,2 AWARD OF SlJRCONTRACTS AND OTFiEIY CONTRAC-i'S FOR PORTIONS OF THE WORK 5,2.1 tJn(ess otherwise specified in the Contract Docr_r- ments or in the instructions to Bidders, the Contractor, as soon as practicable after the award of the Contract, shell furnish to the Architect in writing for acceptance by the Owner and the Architect a list of the rTames of the Subcontractors proposed for the principal portions of tl"re Work, The Architect shall promptly notify the Contrac- tor in writing if either the Owner or the Architect, after due investigation, has reasonable abjection to any 5ub» contractor on such list and does not accept him. Failure of the Owner or Architect to make objection promptly to any Subcontractor on the list shall constitute acceptance of such Subcontractor. AIA UOCU!•~ir!T A'r.R1 CCNCRr,E COrJnITIOI.~S OF THE Cgt~I7RACT rOR CO\~5TRUCTIC7N • T+VELrTH EDITION + APRIL 1970 ED. AEA • (yl 177U THE AMERICAN INSTITUTE OF ARCriITECT5, 1735 t~'EIV YORK AVEIvIIE, N.w„ wASHINGTaN, D,C, 20J05 9 5.2.2 The Contractor sha!I not contract with any Sub- eontractar or any person or e)rganizalion (including those who are to furnish materials or equipment fabricated to a specia} desihnl proposed far portions of the Work designated6 in tf)e Contract Documents or in the lnstruc.- tions to E}idders or, if none is sa designated, with any Subcontractor proi.)nsed for tf~c principal pardons of the 4lforf: who has been rejected by the Owner and tf)e Architect. The Contractor will not be required to con- tract with any Subcontractor or person or organization against whom he has a reasonable abjection. 5.?..3 If the Owner or Architect refuses to accept any Subcontractor ar person or organization on a list sub- mitted I)y tf7e Contractor in response to the rec;uirements of the Contract Uacuments or the Instructions to Bidders, the Contractor shaft submit an acceptable substitute and the Contract Sum shalt be increased or decreased by the difference in cost occasioned by such substitution and an appropriate Change Order shall be issued; however, no increase in the Contract Sum shall be alfawed for any such substitution unless the Contractar has acted promptly and resl:,ansivcfy in subnTitting for acccl)tar)ce any list or lists of names as required by the Contract bocuments or the Instnlctions to Uidders. 5.2.4 if the U~vner or the Architect requires a change of any proposed Subcontractor or person or organization previnusiy accepted i3}~ them, the Contract SUrT"+ shall he increase~:i or decreased by the difiercnce in cost occa- sioned b}~ such change and an appropriate Change Order shall lie issued, 5.2,5 The Contractor shaft not rr:ake any substitution for any Subcontractor or person ar organization 4vho has been accepted by the Owner and the Architect, unless the substiwtin:~ is acceptable to tE)c Owner and the Architect, 3 St ±IiC~'?~11tACTLrAE KELhTEO'v$ 5.3.1 AEI u<~ark perforrr,ed for the Contractor by a Sub- cantractor sl)ali he pursuant to an appropriate agree- m~nt bet~a•ecr~ the Contractor ar~d the Subcontractor (and v,~llere apr~rerpriate bct~a•een Suhcanlractors and Sub- sut)coniractar=; which shalt contain provisions that: 1 pres~n~c and protect the rights of tf~~e Osti•r)er and the Architect under the Contract with respect to the lhrark to be performed under the subcontract so that the subcontractir;g thereof wit! not preju- dice such rights; 2 require that such Work be performed in accord- ance with the requirements of the Contract Documents; 3 require submission to the Contractor of applica- tions for payment under each subcontract to which the Contractor is a party, in reasonable time to enable the Contractor to apply far pay- ment in accordance witfT Article 9; 4 require that all claims far additional casts, exten- sions of time, damages for delays or otherwise wish respect to subcontracted portions of the Work shaft be submitted to tfte Contractor (v'ra an}~ Subcontractor or Sub-subcontractor where appropriate} in sufficient time so that the Con- t tractor may cempfy in the manner provided in the Contract bocuments for like claims l>y the Contractor upon the Owner; S waive all rights the contracting parties may Crave against one another for damages caused by fire or other perils covered by the property insurance described in f ~ragrzph "i"f.3, except such rights as they may have to the proceeds of such insurance held by the Owner as trustee under Paragraph E1.3; and 6 obligate each Subcontractor specifically to con- sent to the provisions of this Paragraph 5.3. 4 PAYMENTS TO SUBCONTRACTORS 5.4.1 The Contractor shall pay each Subcontractor, upon receipt of payment from the Owner, an amount equal to the percentage of completion allowed to the Cnn• tractor on account of such Subcontractor's Work, fens the percentage retained from payments to the Contractor. The Contractor shall also require each Subcontractor to make similar payments to his subcontractors. 5.4.2 ff the Architect faits to issue a Certificate for }'ay- men# far any cause which is the fault of the Contractor and not the fault of a particular Subcontractor, the Con- tractor shalt pay that Subcontractor on demand, made at any tir-ne after the Certificate for Payment should other- wise have been issued, far his Wark to the extent com- pleted, less the retained percentage. 5.4.3 The Contractor shalt pay each Subcontractor a just share of any insurance moneys received by the Contractor under Article 11, and he shall require each Sul>caniractor to make similar payments to his subcontractors. 5.4,4 The Architect may, on request and at his discretion, furnish to any Subcontractor, if practicable, information regarding percentages of completion testified to the Can- trar.tor on account of Work done by such Subcontractors. 5.4,5 Neither the Owner nor the Architect shall have any obligation to pay or to see to the payment of any moneys to any Subcontractor except as may otherwise be required by Eavr. " AfZTfC:LE 6 S'rPARA'f E CQNTRACTS 6.1 OWNER'S RIGHT TO AtNARD SEPARATE CQNTRACTS 6.1.1 The Owner reserves the right to award other con- tracts in connection with other portions of the Project under these ar similar Conditions of the Contract, 6.7.2 When separate contracts are awarded for different portions of the Project, "the Contractor" in the contract documents in each case shall be the contractor who signs each separate contract. 6,2 MUTUAE tiEwSPOfv54814tTY OF CONTRACTDRS 6.2.1 TfTe Contractor shalE afford other contractors rea- sanabfe opportunity for the introduction and storage of their materials and equipment and the execution of their AIA DCJCU'+AENT AT91 GENCRAL EONnITI(?'VS OF THE CONTRACT FOR CONSTRr1CTlON TWELFTH EDITION APRIL 1470 EI). 70 AIA~ ©1970 THE AMERICAN INSTn'trTE OF ARCtinECTS, T735 NEW 5'ORK AVENl3E, N.W., WASHlIVGTON, D. C. 2>a7UG. v,•;~rk, and shall properly connect and coordinate his llbrk with theirs, 6.2.2 If any part of tl~c Caniracior's Work depends for proper execution or results upon the work of any other separate contractor, the Contractor shall inspect and promptly report to the Architect any apparent discrepan- cies or' defects in such ssrori: that render it unsuitable for such proper execution and results. Failure of the Con- tractor so to inspect and report shall constitute an accept- ance of the other contractor's work as tit and proper to receive his 1~lark, except as to defects which may develop in tl7e other separate contractor's work after the execution of the Contractor's Work. 6.2.3 5liould the Contractor cause damage to the work or property of any separate contractor on the Project, the Contractor shall, r,pon due notice, settle with such other contractor by agreement ar arbitration, 'rf he wilt so settle. If such separate contractor sues the Owner or initiates an arbitration proceeding on account of any damage alleged to 17ave been so sustained, the Owner shall notify the Contractor ~vho shall defend suc13 proceedings at the Owner's expense, and if any judgment ar award against the Owner arises therefrom the Contractor shall pay or satisfy it and shall reimburse the Owner for all attorneys' fees and court ar arbitration casts which the Oivner has incurred. 3 CUl-iING Att'CJ PATCI-PING JNdr:l: 5EI'At:ATt: CUt~1TRACTS 6.3.1 The Contractor shall be responsible for an}' cutting, fitting and patching th4t rrray be required to complete his I~iJOrk except as oiher~s'ise specifically provided in tl~e Contract Uocuments, The Contractor shall rtot endanger any work of any other contractors by cutting, excavating or otherwise alterir.fi any work and shall not cut ar alter the work of any oti~er contractor Except with the written consent of tl-re Architect, 6,3,2 An}~ costs caused by defective ar ill-timed work steal! he borne by the party responsible therefor. 6.4 ClWN3R'S RIGHT TO CLEAN tJP G,?.1 If a dispute arises betv,~een the separate contractors as to their rc~sl~onsibility for cleaning up as required by Paragraph 4.i6, the Owner rTray clean up and charge the cast thereof to the sc'.loral contractors as the Architect shall determine to be just, ARTICLE 7 MISCELLAREOUS ARQVI5IQNS 7.1 GOVt:~NrtiG LAw 7.1.1 The Contract shall be governed by the law of the place where the f inject is located. 7.2 Sl3CCESSORS ANp ASSIGNS 7.2.7 The Owner and the Contractor each binds him- self, his partners, successors, assigns and legal represen- tatives to the other party hereto and to the partners, suc- cessors, assigns and lef;al representatives of suite other party in respect to all covenants, agreements and obliga- tions contained in the Contract Uocuments. Neither party to the Contract shalt assign the Contract or sublet it as a whale without tl7c written consent of the other, nor shall the Contractor assign any moneys due or to become due to him hereunder, without the previous written con- sent of the Owner. - 7,3 WRITTEN NOTICE 7.3,1 Written notice shall be deemed to have been duly served if delivered in person to the individual or member of the firm or to an officer of the corporation for whom it was intended, or if delivered at or sent by registered ar certified mail to the last business address known to him who gives the notice. 7,4 CLAIM5 FOR DAMAGES 7.4.1 Sf~ould either party to the Contract suffer injury or damage to person or property because of any act or omission of the other .party or of any of his employees, agents ar athc:rs far whose acts he is legally liable, claim shall be made in writing to such other party within a reasonable time after the first observance of such injury ar damage. 7,5 PCRFURhtANCE BOND AND LABOR AND h1A7t:RiAL PAYMENT BOND 7.5.1 The Owner shall have the riF,ht to require the Contractor to furnish bonds covering the faithful per- formance of the Contract and the payment of all obliga- tions arisirzg thereunder if and as required in the Instruc- tions to Bidders or elsewhere in the Contract Uocumcl~ts. RIGIiT5 AND f;EhtED1E5 7.fi,1 The duties and obligations imposed by the Con- tract poc.umertts and tlzc rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obli~,ations, rights and remedies othervs~ise imposed or available by law. 7,7 ROYALTIES ANp PATENTS 7,7.1 The Contractor shall pay all royalties and license fees. Fie shall defend all suits ar claims for infringement a# any patent rights and shall save the D~~~ner harmless from loss on account thereof, except that tlee Oi~rner shall be responsible for all sue}i lass `vhcn a particula de- sign, process or the product of a particular nzanufacn,rer or manufacturers is specified, but if t17e Contractor has reason to believe that the design, process ar prod;.'ct specified is an infrin};ement of a patent, he shall be re- sponsible far such loss unless he promptly gives such in- formation to the Architect. 7,a TESTS 7.8.1 [f the Contract Documents, laws, ordinances, rules, regulations or orders of any public authority having juris- diction require any Wark to be inspected, tested ar ap- proved, the Contractor shall give the Architect timely no- tice of its readiness and of the date arranged so the Architect may observe such inspection, testing or ap- proval. The Contractor shall bear a!I costs of such inspec- tions, tests and approvals unless otherwise provided. 7,13,2 1f after the commencement of the lh'ork the Architect determines that any Wark requires special irF- spection, testing, or approval which Subparagraph 7.8.1 A!A OOCUMEh'T A2US • CENERAI. CONDITIONS OF THE CONTRACT FOR f.ONSTRUCTION • TwEtfTH EDITION • APRIL 197iS ED, AIAm • ~ 7970 THE AMERICAN rNSTITUFk OF ARCkilTEC74, 1715 NEW YLIRY. AVEr.'UE, N.W., WASHINGTON, D.C. 20006 ~~ i does not include, he will, upon written authorization from the Owner, instruct the Contractor to order such special insl?cction, testing or approval, and the Con- tractor shall give notice as in Subparagraph 7.13.1. if such special inspection or testitte reveals a failure of the WVork to comply {1) with the requirements of the Contract Documents ur (21, with respect to the performance of the Work, with laws, ordinances, rules, rehulations or orders of any public authority having jurisdiction, the Contractor shall bear all costs thereof, including tfre Architect's addi- tional services made necessary by such failure; otherwise the Owner shall bear such costs, and an appropriate Change Order shall be issued. 7.$.3 Required certificates of inspection, testing or ap- prove! shall be secured by the Contractor and prornptfy delivered by him to the Architect. 7.$.4 ff the Architect wishes to observe the inspections, tests or approvals required by this Paragraph 7.E3, he will do so promptly and, ~n~herc practicable, at the source of supply. 7.13.5 Neit!'~er tltc observations of the Architect in his Administration of the Cons€ruction COr~tract, nor inspec- tions, tests or approvals by persons other than the Con- tractor shall relieve fire Contractor from his obligations to perform the 1~'Jork in accordance with the Contract Uocu:nents. 7.9 ttvlt:~ Syr 7.r~,7 Any moneys not paid w€ten due to either party unc'c~r this Contract shall hear interest at the legal rate in forte at lh~ dace of the Project, 7.1~ ~i?rjt;rr,rlr~N 7.1.1 All claims, disputes and outer matters in question arising out of, or relatirl;; lo, this Contract or the breach thereof, cxcel~t as set fort?~ in Subparagraph 2.Z.9 with respect fo the Arc:hit~=.ct's decisions on matters relating to artistic effect, and except for clain'IS whici~ have been waived by the mal:+n;; or acceptance of final payment as provit;cci by Subparat raphs 9.7.5 and 9.7.6, shaft be de- cided by arbitration its accordance with the Construction lndtrstry Arbitration €;ufes of the American Arbitration Association then alitaining unless the parties mutually agree otherwise. This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. The award rendered by the arbitrators shall be final, and judgment ntay be entered upon it in accordance with applicable law in any court havin, jurisdiction thereof. 7.713.2 Notice of lire demand for arbitration shall be filed in writing, with the other party to the Contract and with the American Arbitration Association, and a copy shall be filed 4vith the Architect. The demand for arbitration shall be made within the time lirrtits specified irr Sub- paragraphs 2.2,1p and 2.2.11 when applicable, and in all other cases within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitahle proceedin;;s based on such claim, dispute or other matter in question vrould be barred by the applicable statute of limitations. 7'.10.3 The Contractor shall carry on the Work and main- tain the progress schedule during any arbitration pro- ceedings, ur7less otherwise agreed by him and the O,vner in writing. AftT#CEE $ TIME g,1 DEFtNtTtarvs 1.1 The Contract Time is the pe:cod of time alloted in the Contract focuments for completion of the Work. 7.2 The date of commencement of the Work is the date established in a notice to proceed. if there is no notice to proceed, it shall be the date of the Agreement or such other date as may be established therein. 8.1.3 The Date of Substantial Completion of the Work or designated portion thereof is the Date certified by the Architect when construction is sufficiently complete, in accordance with the Contract Documents, so the O+h•nor may occupy the 1R~ork or designated portion thereof for the use for which it is intended. 8.7,4 The term day as used in, the Contract Documents shall mean calendar da}~. PROGt<E55 AhiD CONPLETt{lN 2.1 Afl time limits stated in the Contract Documents are of the essence of the Contract i.7.2 The Contractor shall begin the Waric on the date of commencement as de{fined in Subparagraph 8.1.2. He shall carry the Work forward expeditiously with adequ~rte forces and shall complete it within the Contract Time. 5.2.3 if a date or time of completion is included in the Contract, it shall be the Date of Substantial Completion as defined in Subparagraph f5.1.3, including authorized extensions thereto, unless otherise provided. 3 DE-LAY5 AitiD EXTEh510N5 QF T{fvtE 3.1 if the Contractor is delayed at any time in the progress of the Work by any act or neglect of the GvY~ner or the Architect, or by any ernplayee of either, ar by arsy separate contractor employed by the Owner, or by changes ordered in the V1!ork, or by labor disprrles, fire, unusuaE delay in transportation, unavoidable casualties or any causes beyond the Contractor's control, or by delay authorized by the Owner pending arbitration, or by any cause which the Architect determines may justify the de€ay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine, 8.3.2 All claims for extension of time shat! be made in writing to the Architect no mare than twenty days after the occurrence of the decay; atherv.~ise they shall be waived. in the case of a continuing cause of delay only one claim is necessary. 8.3,3 ff no schedule or agreement is made stating the dates upon which written interpretations as set forth in Subparagraph 7.2.5 shat! be f~srr.ished, then no claim for delay shall be allowed on account of failure to furnish A!A r7DCUMF4T A2r17 GrNI.RnL COf~lb131aN5 OF TI-1£ CONTr:ACT F'QR CONSTRUCTrON.• 7WElrTH EpITI()N APRIL 7970 £rJ. 12 AIAa . p 7970 • 31i£ Aht£RICAN INSTITUTE OF ,tRCHITEGTS, 7735 N£1'Y YORK AVENUE, N.4w., wASHINGTpN, p.C. 20006 such interpretations until fifteen days after demand is made for thorn, and not then unless such claim is reasonabEe. 8.3.4 This Paraf;raph 13.3 does not exclude the recovery of damages far delay by eitlser party under other pro- visions of tltc Contract I~ocunxrnts. A1:t1'ICl~E 9 PAYMENTS AND COMI?I.~TION 9,1 CONTRACT SUM 9.7.7 The Contract Sum is stated in the Agreement and is the total amount payable by the Owner to the Con- tractor far the performance of tl7e Work under the Contract tocuments. 2 SCHEDULE GF VAI.UCS 9.?..'! Before the first Application for Payment, the Con- tractor shall submit to the Architect a schedule of values Of lt1C VarIOJS portions of the Work, including quantities if required by the Architect, ag,regating the total Con- tract Sum, divided so as to facilitate payments to Sub- contractors in aceord~nce with Paragraph 5.4, prepared in such farm as specified or as the Architect and the Con- tractor may agree upon, and supported by such data to substantiate its correctness as the Architect may require. Enoch item in the. Schedule of values shall include its proper share of overhears and profit, This schedule, +vhesi approved by the Arc.hitcct, shall be used only as a basis far the Contractor`s Appiicat'sons for Payment. tj,$ Pt:C3Gt`ESs PAYh1Eh:1S 9.:1.1 Al least tc~n clays lJefore each progress payment falls dire, the Contractor shall submit to tl~e Architect an itemized Application for Pa}~ment, st.rpported by such data subst.;ntiating the Contractor's right to payment as the Ownr•r or the Architect may require. 9.3.E If payments arc to 6e made an account of mate- rials or equipment not incorporated in the 1'Vark but de- livered ;end suitably stored at ti7e site, or at some other lor:atian agrceci upon in writing, such payrTSents shall be conditioned ul-,cn submission by thi Contractor of bills of sale or such ether' procedures s,aisfactary to the O1~'ner to e•stai~lisJl the Owner's title to such materials or equipment nr other+vise protect the Owner's interest in- cluding applicable insurance and transportatiolT to the Slte. 4.3.3 The Contractor warrants and guarantees that title to all Wark, materials and equipment covered by an Application for Payment, whether incorporated in tJ~a Project ar not, will pass to the Owner upon the receipt of such payment by the Contractor, free and clear of all liens, claims, security interests ar encumbrances, here- inaftcr referred la in this Article 9 as "liens"; and that no Work, materials ar equipment covered by an Application for Payment will have been acquired 6y the Contractor; or b}~ any other person performing the Work at the site or furnisl~ling materials ar~d equipment for the Project, subject to an ar~,reement under +vfiich an interest kherein or an encunik~rance thereon is retained by the seller or otherv,ise imposed by the Contractor or such other person. 9.4 CERTIFICATES FOR PAYMENT 9.4.1 If the Cantr~actor has made Application far Pay- ment as above, the Architect will, with reasonable promptness but not mare than seven days after the re- ceipt of the Application, issue a Certificate far Payment to the Owner, with a copy to the Contractor, far such amount as he determines to be property due, or state in writins his reasons for withholding a Certificate as pro- vided in Subparagraph 9.5.1. 9.4,2 The issuance of a Certificate: for Payment will con- stitute a representation by the Architect to the Owner, based on his observations at the site as provided in Sub- paragraph 2.2.4 and the data comprising the Af)plica- tion for Payment, that the Wark has progressed to the point indicated; that, to the best of his knowledge, in- formation and belief, the quality of the Work is in ac~ cordance with the Contract Documents (subject to an evaluation of the Wark far conformance with the Con- tract Documents upon Substantial Completion, to the results of any subsequent tests required by the Contract Documents, to minor deviations from the Contract 17ocu- ments correctable prior to completion, and to arty sp~- cific qualifications stated in his Certificate); and that tt:e Contractor is entitled to payment in the an~aunt crartified, n addition, the Architect's final Certificate for f'ayrnent will constitute a further representation that the condi- tions precedent to the Contractor's being entitled to final payn~:ent as set forth in Subparagraph 9.?.2 have been fulfilled. }-Eowever, by issuing a Certificate far Paylnel;t, the Architect shall not thereby be deemed to represent that 17e has made exhaustive or continuous on-rile inspections to check the quality or quantity of the Worl! or that he has reviewed the construction means, mc~tht,ds, techniques, sequences ar procedures, or that he has made arry examination to ascertain how or for l~~h~lt purpose lfle Contractor has used the moneys previously paid un account of the Contract Sarm. 9,4.3 After the Architect has issued a Certificate for' Pay- ment, the Owner shall make payment in the mannr.r pra- vicJed in tf~e Agreement. 9.4.4 too certificate fora progress payment, nor any progress payment, oar any partial or ~entirc use ar oc- cupancy of tl-le Project by the O+vrter, shall constitute an acceptance of any Work not in accordance with the Con- tract Documents. 9.5 PAYMENTS Wt7HHELD 9.5.1 The Architect may decline to approve an Appli- cation for Payment and may withhold his Certificate in whole or in part, to the extent necessary reasonalaly to protect the Owner, if in his opinion he is unable to make representations to the Uwner as provided in Subpara- graph 9.4.2. The Architect may also decline to approve any Applications for Payment ar, because of subsequently discovered evidence or subsequent inspections, he may nullify the whole or any part of any Certificate for Pay- ment previously issued, to such extant as may lac neces- sary in his opinion to protect the Owner frorn lass be- cause nf: 1 defective Wark not remedied, 2 third party claims filed or reasanalJle evidence indicating probable filing of such claims, ArA r70C11,13i1JT A207 • GtNCkAL Ca4pITlOf~'S OF l'ri[ Co,'vTRAC7 rOC CnNSTkUCI'ICJN • T1vEfFTM ERfTIQN • APRIL 197D Ea. AIl,~ U 1970 • 71iE nnlCkrCAN INSTITUTE Uf AkCIIITEC"t5, 1735 Nrw 1'akK AVENUE, N.lv., 1'VASHINGION, U.C. 2r~6 73 1 all employees on the Work and a[1 other per- sons who may be affected thereby; 2 all the Work and all materials and equipment to be incorporated therein, whether in storage on ar off the site, under the rare, custody or contra! of the Contractor or any of his Sub- contractors or Sub-subcontractors; and 3 other property at the site or adjacent thereto, inciudir7g trees, shrubs, daGa•ns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 14.2.2 The Contractor shall comply with ail applicable Paws, ordinances, rules, regulations and lawful orders of any public authority leaving jurisdiction for the safety of persons or property or to protect ±heln from damage; injury or loss. f-le shall erect and maintain, as required by existing conditions and progress of the Work, all reasonable safeguards for safety and protection, includ- ing posting danger signs and other warnings against haz- ards, promufi;ating safety regulations artd notifying owners and users of adjacent utilities. 10,2.3 When the use or storage of exptosives or other haz~rrdous materials or equipment is necessary for the execution of the Work, the Contractor shall exercise the utmost Bare and shall carry on such activities under the supervision of property qualified persarsnel. 14.?.,4 rldi damage or loss to any property referred to in Clauses 10.2.1.?. and 10.2.1.3 caused in wham or in part by the Contractor, any Subcor:tracior, any Sub-subccJS7- tractor, or anyone directly or indirectly employed by any of them, or by anyone !or whose arts an}~ of them may be liable, shall be remedied Icy the Contractor, except damage or loss attributable to faulty Drawings or Specifi- cations or to the acts ar~ omissions of the Orvner or Arcl~i- tcct ar anyone crry>loyed by either of them or for whose acts either of them may be liable, and not attributable to the fault or r:ebligence of the Contractor. 1(f,2.5 The Contractor shall designate. a responsible member of his orgar7ization at the site whose duty shall be the prevention of accidents. This person shell be tl-rc Contractor's superintendent unless otherwise designated in ~~~ritinb by the Contractor to the Ovrner a?7d the Arclsitect. 1Ei.7..6 The Contractor shall not load or permit any part of the Work to be loaded so as to endanger its safety. 10.3 EMERGEh'CIt:5 10.3.1 In any emergency affecting the safety of persons or property, the Contractor shall act, at his discretion, to prevent threatened damage, injury or toss. Any addi• liana! compensation or extension of tune claimed by the Contractor on account of emergency work shall be de- termined as provided in Article 12 for Changes in the 4i'ork. AKTlCLE 11 EIVStIR~afVCE 11.1 Ct7NTRACTC)R'S LlAt;tLtTY INSURANCE 11,1.1 The Contractor shall purchase and maintain such insurance as will protect him Pram claims set forth below which may arise out of or result from the Contractor's operations under the Contract, whether such operations be by himself or by any Subcontractor or by anyone di- rectly or indirectly employed by any of them, or by any- one for 4vhose acts any of them may be liable: 1 claims under workmen's compensation, disability benefit and other similar employee benefit acts; z claims for damages because of bad"sly injury, occupational sickness or disease, or death of his employees; 3 claims for damages because of bodily injury, sickness or disease, or death of any person other than his employees; Q claims for damages insured by usual personal injury liability coverage which are sustained {1) by any person as a result of an offense directly or indirectly related to the employment of such person by the Contractor, or (2) by any other person; and 5 claims for damages because of injury to ar de- struction of tangible property, including foss of use resulting therefrom. 11.1.2 The insurance required by Subparagraph 11.1,1 shall be 4vrstten for not less than any limits of liability specified in the Contract .Documents, or required by law, whichever is greater, and shall include contractual liability instrance as applicable to the Contractor's obtigatians under l aragrapf~ 4.18. 11,1.3 Certificates of Insurance acceptable to the Owner shall be filed with the Owner I?rior fo commencement of the 1'Vor'r,. These Certificates shall contain a provision that coverages afforded under the policies wilt not be can- celled until at least fifteen days' prior written notice has been given to the Owner. 11.2 owntLt;~s LIABf> tTy INSUR~;NCt_ 11.2.1 The Owner shall be responsii~le for purchasing and maini~sinirsg his own liability insurance and, at 17is optian,tnay purcl-lase and maintain such insurance as wild protect him against claims which may arise from opera• tions under the Contract. 71,3 PRC~PLt:TY fNatJfi,4NCt: .. 11.3.7 Unless otherwise provided, the Owner shall pul•- chase and maintain property insurance upon the entire Work at the site to the full insurable value thereof, !'his insurance shall include the interests of the Owner, the Contractor, Subcontractors and Sub-subcontractors in the Work and shall insure against the perils of Fire, Extended Coverage, Vandalism and Malicious Mischief. 11.3.2 The Owner shall purchase and maintain such steam boiler and machinery insurance as maybe required lay the Contract Documents or by law. This insurance shall include the interests of the Owner, the Contractor, Subcontractors and Sub-subcontractors in the Work. 11.3.3 Any insured loss is to be adjusted with the Owner and made payable to the Owner as trustee for the in- sureds, as their interests may appear, subject to the re- quirements of any applicable mortgagee clause and of Subparagraph 11.3.8, AlA DQCUAtEN7 A:n1 Gr.NERAE COw'DITrONS OF 7riE CCr~i7R.AC7 rOR Caf~STRUCrIpN • T1VrlFT,i EDr71pN • APRIL 79'0 FD. AIA~ ©19717 THE AMERICAN INSTITUTE OF ARCFrITECTS, 7735 NE1Y YORi` AVENUE, ,J.1Y., WASHINGTON, D. C. 20006 15 3 failure ai the Contractor to make payments pr~p- erly to Subcontractors or for labor, materials or equipment, reasonable doubt that the Wark can be com- pleted for the unpaid balance of the Contract Sum, 5 damage to another contractor, 6 reasonable indication that the Work wil€ not be completed tiff ithin t#7e Contract Time, nr 7 unsatisfactory prosecution of the Work by the Contractor, 9,5,2 b1'hen the above grounds in Subparagraph 9.5.7 are removed, payment shall be made far amounts with- hefd because of tilen~, 6 FAtiURt: OF PAYMENT 9,6.1 if the Architect shaulci fail to issue any Certificate for Payment, through no fault of the Contractor, within seven clays after rcceii)t of the Contractor's Application for Payment, or if the O+vner shoufci fai# to pay the Con- tractor within seven days after the date of payment es- tab€isl~ed in the Agreem::nt <.ny amount certified €3y t.l~e Architect or awarded by arbitration, then the Contrac- tor may, upon seven additional nays' written notice to the Owner and tl,e Architect, stop the lhfork until pay tent of the amount owing has been received. 0,7 SLtRST/iNfiML COhtPLETIOt~ F`.ND CINAI. 1'AYh4EhiT 9.7.1 ltirhen the Contactor determines that thr.. 1'Vork ar a designatedi portic~rl thereof accelatable to the Owner is substantial€y comn!ete, the Contrar_tar shall p~rcpare far su6missian to the Architect a list of items io be com• pleted or corrected. The failure to include any itel~3s on such list r.}oos I7ot alter the responsibility of the C~n- tractor to cam;aiete all 1'Vork in accordance with the Contract Dacumc~Ilts. When tl7e Architect an the basis of an insl)F~ctiUn determines that the Wark is subst,lr7tia€ly eanlplete, he will then prepare a Certificate of Sukstantial Completion which shall establish the bale of Substantial Conlplction, shall state the responsibilities of the O`vner and the Contractor far maintenance, heat, utilities, and insurance, and sh<~If fix the time within +vhich the Can- tractar shaEi caml,lete the iten-~s listed therein, The Cer- tificate of Substantial Complcti~~n'sha#I be sukamitted to the Owner and the Contractor far their +vritte•n accept ante of the rc:spor7sibillties assigned to them in such Certificatr., 4.7.2 Upan receipt of +t~ritten notice that the Work is ready for final inspection and acceptance and upon re- ceil)t of a fina€ Application for Payment, the Arcl>.itect will promptly make such inspection and, when he finds the Wark acceptable under the Contract Documents and Ehe Contract fully performed, he will promptly issue a final Certificate far Payment stating that to the best of his kno+ti~Ir.dt;r~, inlonl~ation and belief, and on the basis of his observations and in_pcc.tions, the Work has been completed in accordance with the terms and conditions of the Contract Documents and that the entire baiance found to be due the Contractor, and noted in said final Certificate, is due and pa}able. 9.7.3 €*lciiher the final payment oar the remaining re- tainer! percentage shall bccorrse due until tllc Contractor submits to the Architect (1) an Affidavit that a€! payrolls, bills for materials and equipment, and other indebtedness connected with the 'v'Vark for which the Owner or his property might in any way be responsible, have beer? paid or ather~vise satisfied, (2) consent of surety, if any, to final payment and (3), if required by the Owner, other data establisMling payment or satisfaction of all such ob- ligations, such as receipts, releases and waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the Owner. If any Subcontrac- tor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a band satisfactory to the Owner to indemnify him against any such lien. tf any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the CYwner all moneys that the fatter may be compelled to pay in dis- charging such lien, inc{uding all casts and reasorrable at- torneys' fees. 9.7.4 if after Substantial Completion of the Work final completion thereof is materially delayed through no fault of the Contractor, and the Architect so confirms, the Owner slla€€, upor7 certification by the Architect, and with- out tern-linating the Contract, make payment of the ba€- ance due far that portion of the Wark ful€y completed and accepted. if the remaining balance for Worlc not fully completed or corrected is less than the retainage stipu- lated in the Agreement, and if bonds have been furnis€1ed as required in Subparagraph 7,5.1, the written consent of the surety to the payment of the balance due for that portion of the Wark fully completed and accepted steal{ be sul.~mitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under the terms and conditions governing fir7a! payment, exe~l)t that it shall not constitute a waiver of claims. r3.7.5 The making of final payment shall constitute a waiver of all claims by the Owner except those arising from: 1 unsettled liars, 2 faulty or defective 1Nork appearing after Substan- tial Canlpletian, 3 failure of the lArork to comply with the re.quire- nlCiltS Of the Car7tract (aaGU1T)E'nfS, or 4 terr~rrs of any special guarantees required by ti7e Contract Documents. 9.7.6 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those pre- viaus€y made in writing and still unsettled. ARTICLE 1Q PROTECI'tON OF PERSONS AND PE20P>:R'f Y 10,1 SAFETY PRfCAUTIOt~S ANt) PROGRAMS 10.1.1 Tl~e Contractor shall be responsible for initiating, maintaining and supervising all saf+?ty precautions and programs in connection with the Work. 10,2 SAFETY 4F PERSONS ANG PROPERTY 10.2.1 The Contractor shall take all reasonable precau- tions for the safety of, and steal! provide all reasonable protection to prevent damage, injury or loss to: J~lA PaCEJMEhi' A201 G£NrkAL CONDI7rUN5 CF THr CONTRACT f()R CONSTRUCTION • TW'rLlTli EDITION APRIL 1970 Ln. AIA~' • (J 197D TlIE AMCRICAN INSTiI'UTE Of AkCHITECTS, 1735 N£W YQRK AVENUE, r~[,w., 4YASHIhGTON, U.C. 20~G 11.1.4 The Owner shall file a copy of ail policies with the Contractor before an exposure to loss may occur. if the Ovvnrr does not intend to purchase such insurance, he shalt inform the Contractor in writing prior to com- mcnccment of the 1Nork. The Contractor may then effect insurance which will protect the interests of himself, his Subcontractors and the Sub-subcontractors in the Work, and by appropriate Charlge Order the cost thereof shall 6e charged to the Owner. if the Contractor is damaged by failure of the Owner to purchase or maintain such insur- ance and so to notify the Contractor, then the Owner shall bear all reasonable tests properly attributable thereto. 11.3.5 IC the Contractor requests in writing that insur- ance {or special hazards be included in the property insur- ance peiicy, the Owner shall, if passible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. 11.3.E The O+vner and Contractor waive alt rights against each other for damages caused by fire or other perils to the extent covcr~d by insurance provided trnder this Para- graph 17,3, except such rights as they may (lave to the proceeds of sr1ch insurance I~leld by the Owner as trustee. The Cc}ntractor shall require similar waivers by Subcan• tractors and Sub-subcontractors in accordance vrith Clause 5,3.1.5. 11.3.E !f required in writing by any party in interest, the Utvntr as trtastee shat{, upon the occurrence of an insured loss, Five ban,f far the propc_r performance of his duties. E;e shall deposit in a separate account any mar,ey so re- ceived, ar~d he shall distribute it 'sn accordance with such agreer~iFnt as the parties in interest may reach, or in ac- cordance: +vitll an av,ard by arbitration 'sn which case the procedure shall be as provided in Paraf;raph 7.10. if after such 1a55 no other special agrcemc:nt is made, replace- ment of damaged work shalt be covered by an appro- priate Change Order. 11.3,t/ The Owner a; trustee shall leave power to adjust and settle any Eass with the insurers unless one of the parUcs ir1 iracresi shall object in wrilirlg ~.viihin five days after the occurrence of loss to the Owner's exercise of this. power, ,end if sue€~ objection be made, arbitratass spoil be cl~o:err as provided in Naragraph 7.10. The Otivner as trustee shall, in that rase, make setties~lent with the it:;urers in accorc.#ance wit€-~ the directions of such arbi- trators. If distribution of the insurance proceeds by arbitration is required, the arbitrators will direct such distribution, 11,x{ LOSS OP USE itJSURANCE 11,4.1 The Owner, at his option, may purchase and maintain such insurance as will insure hrm against loss of use of his propert}~ due to fire or other hazards, however caused. A1;TICi.E 92 CFfAI~'GES lid THE WORK 12.1 ctiAt~ct Ourrt:s 2.9.1 The U`+•ncr, Without invalidating the Contract, may order Changes in the G'Vork within tl<e general scope of the Contract consisting of auciaions, deletions or other revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such Changes in the 1~1'ork sllall be authorized by Change Order, and shall be executed under the applicable conditions of the Contract Docu- ments. 12.1.2 A Change Order is a written order to the Con- tractor signed by the Owner and the Architect, issued after the execution of the Contract, authorizing a Change in the Work or an adjustment in the Contract Sum or the Contract Time. Alternatively, the Change Order may be signed by the Architect alone, provided he has written authority from the Owner for such procedure and tllat a copy of such written authority is furn'sshed to the Con- tractor upon request. A Change Order may also be signed by Ehe Contractor if he agrees to the adjustment in the Contract Sum or the Contract Time. The Contract Sum and the Contract Time may be changed only by Change Order, 2.9.3 The cost or credit to the Owner resulting from a Changa in the 1A'ark shall be determined in one or more of the following ways: 1 by mutual acceptance of a Pump sum properly itemized; 2 by unit prices stated in the Contract C~ocuments or subsequently agreed upon; or 3 by cost and a mutually acceptalale fixed or per- centage fee. 17.,1.4 If Wane of the methods set forth ir1 Subpara,raph 12.1.3 is agreed upon, the Contractor, provided he re- ceives a Change Order, shall promptly pracr•cd ~4ith the Work involved, The cost of such 1Nork shall then be de- termined by the Architect on the basis of the Contractor's reasonable expenditures and savings, including, in the case of an increase in the Contract Sum, a reasonable allowance far overhead and profit. In such case, and also under Clause 12.1.3.3 above, the Contractor shall keep and present, in such form as the Architect may prescribe, an iterrrized accounting [agether with appropriate sup- porting data. Pending f'snal determ'snation of cost to the Owner, payments on account shall be made on the Architect's Certificate for Payment, The amount of credit to be allowed by the Contractor to the Owner for ar,y deletron or change which results in a net decrease in cost will be the amount of the actual net decrease as con- firmed by the Architect. When both additions and credits are involved in any one change, the allowance for over- head and profit shall be figured on the basis of net ir1- crease, if any. 12.1.5 if unit prices are stated in the Contract Docu- ments or subsequently agreed upon, and if the goon€ities originally contemplated are sa changed in a proposed Change Order that application of the agreed unit prices to the quantities of Wark proposed will create a hard- ship on the Owner or tt~e Contractor, the applicable unit prices shall be equitably adjusted to prevent such hard- ship. 12.1.G Should concealed conditions encountered in the performance of the Work below the surface of the ground be at variance with the conditions indicated by the Con- tract Documents or should unknown physical conditions below the sur€ace of the ground of an unusual nature; AEA DaC.U~lrCrr'T A29f GFhrRA! CONCJIT€UNS OF iEi£ CO'~TRACT rOR CONCTr;UCT1Uti • TL+'ELriH EpITIb:V APRlt 1970 ED. 16 AIA~ • C` 1970 • THE AMERICAN INSTITUTE Ur ARCHIT€C7S, 1735 NE1Y YORK Ab'ENUE, N.1'S'., 1vA5H1NGT0.'~l, D.C. 104QG differing materially from those ordinarily encountered and generally recat;nizcd as inherent in work of the character pravided for in this Contract, be encountered, the Con- tract Sum shelf be c~qurtal~ly adjusted by Change Order upon claim by either party made within twenty days after the first observance of the conditions. 12.1.7 if tl~c Contactor claims that additional cost is invol~~ed because of (11 any written interpretation issued pursuant to 5ubpar~araph 1.2,5, (2) any order by the Owner In stop the `~rork pursuant to Paragraph 3.3 v,~here the Contractor was not at fault, or (3} any written artier far a minor change in the Work issued pursuant to Para- graph 't2.3, the Contractor shall make such claim as pro- vided in Paragraph 12.2. 12,2 CLAfAhS I=Oti ADDITIONAL C05T 12.2,1 If tfie Contractor wishes to make a claim for an increase in the Contract Sum, he shall give the Architect written notice il7ereof within twenty days after the occur- rence of the event giving rise to such claim. This notice shall be given by the Contractor before proceeding to exe- cute the Wark, except in an emergency endangering life err property in which case the Contractor sf~all proceed in accordance with Subparagraph 14.3.1, No such claim steal! be valid trnless sa made. If the Groner and the Carotractar eanl;ot agree on the amount of the adjustment in tl~e Catitrzct Sum, it sflall be de(ermined by tfte Architect, Any change in the Contract Sum resulting fralrr such claim sftalf be authorized by Change Order. 1~,~ A1lNOR Ct~EA'~~GFS 1N TttE 4i'C)RK 1?..3.1 The Arcl7iteek shall have authority to order minor changes in the 1'1~ork oat in~roh•int; an adjustment in the Contract Sum or an extension of the Contract Time and oat inconsistent ~ti~ith the intent of the Contract L~acu- rrlerlts. Such than ,es may be effected by field Order or by other written order. Such changes shall be bindirtig nn the t7vrr~Er and the Contractor. 12,4 FtFLl7 UR1JF.1;5 12.4.1 The Architect may issue written T:ield Orders L5'flich interpret the Contract Documents in ac:cardance u•itlt Subparagraph 1.2.5 or v.~hic:h order minor changes in the Vti'ark in accarc?a;i~e with Parac~,raph 12.3 without change in Contract Sul',•s ar C:antract ~i'im~. the Contractor shelf carry out such Field Orders promptly. AIt71CLE 13 UNCOVE111NG AND CDRREC710N ,OF WORK 13.1 uNCa~~t:RtNC of woRK 13,1.1 If any Wark should 6e covered contrary to the re- quest of the Architect, it must, if required by the Archi- ect, be unca~'ered for his observation and replaced, at the Contractor's expense. 13.1.2 If any other Work has been covered which the Architect has oat specifically requested to observe prior to being coverer!, The Architect may request to see such Work and it shall be uncovered by the Contractor. If such 1'~'ork be found in accordance with the Contract Documents, the cost of uncovering and replacement shall, by appropriate (_hange Order, be charged to the Owner. if such Work he found not in accordance with the Contract Documents, the Contractor shad pay suci7 costs unless it be found chat this condition was caused by a separate contractor employed as pravided in Article G, and in that event the Owner shall be responsible for the payment of sorb costs, 13,2 CORRECTION OF WORK 13.2.1 The Contractor shad promptly correcE all Wark rejected by the Architect as defective or as failing to con- form to the Contract Documents whether observed before or after Substantial Completion and whether ar not fabricated, installed or completed. The Contractor shall bear all cost of correcting such rejected Vlrork, in- cluding the cost of the Architect's additional services thereby made necessary. 13.2.2 !f, within one year after the Date of Substantial Completion or within such longer period of time as n•,ay be prescribed by law or by the terms of any applicable special guarantee required by the Contract Documents, any of the Wark is found to be defective or not in ac- cordance with the Contract Documents, the CarTtractor shall correct it promptly after receipt of a written notice from the Owner to da so unless the Owner has pre- viously given t11e Contractor a written acceptance of such condition. The Otivner shall give such notice promptly after discovery of the condition. 13.2,3 Alf such defective or non-conforming Work under 5ubparaKraphs 73.2.1 and 13.2.?. shall be removed from tlke site if necessary, and the Work shall lac cormcted to comply with the Contract t~ocuments vrithatkt cost to the Owner. 13,2.x€ The Contractor shall bear the cost of making good all 4vork of separate contractors destroyed or dar7z• aged by such removal or correction. 13.2.x" if the Contractor does oat remove strch defective or non-conforming Work within a reasonable time fixed by written notice from the Architect, the Droner may remove it anti may stare the materials or equipment at the expense of the Contractor. tf the Contractor does not pay the cost of such removal and storage within ten days thereafter, the U~vner may upon ten additional days' written notice sell such Worl: at auction or at private sale and shat[ account far the nci proceeds thereof, alter deducting elf the costs that should have been borne by the Contractor including compensation for additional architectural services. if such proceeds of safe do not cover all casts which the Contractor should have borne, the difference shalt be charged to the Contractor and an appropriate Change Order shall be issued. If the pay- ments then or thereafter due the Contractor are not suf- ficient to cover such amount, the Contractor shall pay the difference to the Owner. 13.2.b If the Contractor fails to correct such defective or non-conforming Work, the Owner may correct ft in accordance with Paragraph 3.4. 13.3 ACC~t=TANCS of n~f'rcrty~ OR NOtlI•CONFORMING WORK 13.3.1 tf the Owner prefers to accept defective or non- conforming Work, he may do sa instead of requiring its AtA UaCUhS"cr•r]' A201 CC`,'ERAC CON<71T'IONS Ct THC C:ONTf!ACi FOR CON57Rr}C7rC)N,• ll~'FEF7H E[}ITION • APRIL. 197p EIS. AIA~' • p 19;Q + 71iE A.t4EkICAN INSTITUTE OF ARCH11CCT5, 1735 NEYJ YORK AVENf1@, t~.W., WASHINGTON, A.C. 2DOD6 17 W. N removal and correction, in whir€~ case a Change C?rder will be issued to reflect an appropriate reductian in the ConUact Sum, or, if the amairnl is detcrrnined after final pa)'ment, it shall be paid €Jy the Contractor. ARTICLE 74 TERMlNAT{ON OF TfiE CONTRACT 74,1 TCFvMINATIO~f BY TFiE CDNTRACTOR 74.1.7 IF the Work is stapped fora period of thirty days under an order of any court or other public authorit}' haling jurisdiction, or as a result of an act of government, such as a declaration of a national emergency making materials unavai€aI31e, through no act or fault of the Con- tractor or a Subcontractor or their agents or employees or an)~ other persons performing any of t€~e Work under a cantract with the Contractor, or if the 1~'ark should be stopped for a period of thirty' days by the Contractor for the Architect's failure to issue a Certificate for Payment as provic'eci itT Paragraph 9.G or for the Olh'ner's failure to make payment ihrrean as provided in Paragraph 9.G, then the Contractor may, upon seven days' Ivritten notice to tlTe Ov,•ner and the Arc€;itect, terminate the Contract and recover from the Uwner pa}•rnent for aII 1h'or~< exe- cuted and for any proven loss sustained upon an}' ma- terials, equipment, tools, construction equipment and machinery, including reasonable profit acid damages. 7¢,2 TERl1't1h'A'CiDtV SY Thit: OWtvEit 7.2.1 If t€~e Contractor is adjudged a bankrupt, or if he makes a gene:al assignrncnt for the benefit of his credi- ,;; tors, or if a receiver is appointed on account of his in- so€vency, or if he persistently or repeatedly ref~lses or fails, except in cases for which extension of lime is pro- vided, to supply enouglT proper€y skit€ed 1~'orkmen or proper materials, or if he fails to make prompt payment to Subcontractors or far materials er labor, or persistently disregards laws, ordinances, rules, regulations ar orders of any public authority having jurisdiction, or otherwise is gui€ty of a substantial violation of a provision of the Contract Documents, then the Olvner, upon certification by the Architect that sufficient cause exists to justify such action, may, without prejudice to any right or remed}' and after giving t€1e Contractor and his surety, if any, seven days' written notice, terminate the emplo}'ment of the Contractor and take possession of the site and of all materials, equipment, too€s, construction equipment and machinery thereon owned by the Contractor and may finish t€ze 1'Irork by whatever method he may deem ex- pedient. In suc17 case the Contractor shall oat be entisl,.d to receive any further payment until the 1Nori< is finished. 19.2.2 If tl7e unpaid ba€ance of the Contract Sum ex- ceeds the costs of finishing the Work, including com- pensation for the Architect's additional ser'ices, such excess sha#€ be paid to the Contractor. If such costs ex- ceed such unpaid balance, the Contractor shall pay the difference to the Uwner. The costs incurred by the UI:'ner as herein provided shall be certified by the Architect. AIA naCU?~1EN7 A'2L1 • Gr.NERa,t. CONDITIONS C1r THr CONTRACT FbR CONST(.IJCrrON • 7V4'EI FTFr FDIT(O'~f • APRIL 147{! ED. 8 AIA~ Q 1470 TriE A~ti4EFfCAN IN'STtTUTC VF ARCHITECTS, Y735 NEIY YCRr: AVENI:E, N.1'V., Vs'ASHINGTON, D. C. 20rrJ6 CERTIFICATE OF DISP05ITaC':v G?' icES~LUT]'C~BI 1~ IT ZS HEREBY CERTIFIED pl~z~~:uant to the Charter of the Town of /Nail, Colorado, Article IV, Section 4.6, that Resolution No, 1~ , Series of 1974, to the original of which this certificate is affixed, was duly adopted by the Town Council, at its regular meeting on the _~~~ day of ~~ , 1974, its adoption was authenticated by the signatures of the Alayor and the Town Clerk, and accordingly on the date hereof said resolution was duly recorded in the official records of res- olutions of the Tow: ~ o~ Vail, Colorado. ~~// ~, + ' D 17ATE5: Vail, Colorado, this ~/;7.ff~ day of ~~~,1~ x1974. F Town