275-97 RDA
RESOLUTION NO.
275-97
A RESOI.UTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOP:MENT AGENCY AUTHORIZING THE CHAIRMAN AND
SECRETARY TO EXECUTE THE CONTRACT, ATTACHED HERETO AND
INCORPORATED HEREIN, WITH BEAUCHAMP CONSTRUCTION CO., INC.,
IN AN AMOUNT NOT TO EXCEED $9,763,000, FOR GENERAL
CONTRACTOR SERVICES FOR THE CONSTRUCTION OF THE 16TH
STREET PUBLIC PARKING GARAGE PROJECT.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency") and St.
Moritz Hotel Corporation ("SMIlC"), an entity affiliated with Loews Hotels Holding
Corporation, entered into that certain Garage Development Agreement, dated September
20, 1996, pursuant to which, among other things, the Agency is responsible for the
construction of the 16th Street public parking garage (the "Garage") and SMHC is to act
as developer for the Agency in connection with the development and construction of the
Garage; and
WHEREAS, after a public bidding process, the lowest responsive and
responsible bidder for the provision of general contractor services for the
construction of the Garage is Beauchamp Construction Co., Inc.; and
WHEREAS, pursuant to the agreement, attached hereto and incorporated herein,
Beauchamp Construction Co., Inc. would render such general contractor services and
related matters as specified in the agreement for an amount not to exceed $9,763,000; and
WHEREAS, the Agency's consultant, Tislunan Hotel Corporation, and the
Agency's developer fOT the Garage, SMHC, both recommend entering into the subject
agreement.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN
AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY as
follows:
1. The Chairman and Secretary are authorized to execute the agreement,
attached hereto and incorporated herein, between the Agency and Beauchamp
Construction Co., Inc., in an amount not to exceed $9,763,000, for general contractor
services for the construction of the 16th Street public parking garage proj ect.
2. This resolution shall take effect immedia
APPROVED /4S TO
FORM & LANGUAGE
& FOR exEcunoN
PASSED AND ADOPTED this 21st
ATTEST:
~u~
SECRETARY
/lIij/fAi!~ S//V PJJ
R topment Ag,ncy ~.
r __ .' .: :-~...~."' '..'
. r H F. "- \i E K 'i .., T .~ .,
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..
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AlA Document AIDI
Standard Form of Agreement Between
Owner and Contractor
where the basis of payment is a
STIPULATED SUM
1987 EDITION
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH
AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION
The 1987 Edition of AlA Document A20 I, General Conditions of the Contract for Construction, is adopted
In this document.by reference. Do not use with other general conditions unless this document is modified.
This document h:lS been approved and endorsed by The Associated General Contr:lCtors of America.
AGREEMENT
made as of the 21st
Nineteen Hundred and Nlnety-Seven
day of
May
in the year of
BETWEEN the Owner:
MIAMi BEACH REDEVELOPMENT AGENCY
1700 convention Center Drlve
Miami Beach, Flo~l.Ja 33139
(Same and address)
and the Contractor:
(Same and address)
Beauchamp Construction Co., Inc.
247 Minorca Avenue
Coral Gables, Florida 33134
The Architect is:
Munlcipal Parklng Garage conslsting of approxl.mately 800
parking spaces and retail space on a site owneu DY The
Miami Beach Redevelopment Agency and located between
Washl.ngton and Colllns Avenues between 15th and 17th
Streets, Miami Beach, Florida
The Project is:
(,Vame and location)
r.Vame and address)
ZYSCOVICH, INC.
100 N. Bl.scayne Blvd.
Mlaml, -'FlorHla 33132
The Owner and Contractor agree as set forth below.
Copynght 1911, 1918. 1925, 1937. 1911. 1918. 1961, I 9<J.'> , 19()7, 1974, 1977. :S) 1987 by The Amencan Institute of Archl.
tects. 1 ~ 3 1 ~ew York A venue, ~ W . Washington. 0 C 20006 Reproduction of the matenal herem or substantial quotation
of Its proVISions Without written permisSion of the :\IA Violates [he cOPYright laws of the Cntted Stoues and Will be sublect to
legal prosecution.
AlA QOCtJMENT 1.101 0 OWNER.CONTRACTOR ,....GREEMENT 0 TWELFTH EDITlO:'-/ 0 .....IA. 001987
THE .....MERIC.....N INSTlTt:TE OF ,....RCHITECTS. 1735 NEW YORK ,WENLE. N W ,,",,'A;,HINGTON. DC 20006
A101.1987 1
/K
ARTICLE 1
THE CONTRACT DOCUMENTS
The Cuntr:Jct Documents conSist <Jf this .\greement. Cunciltlons <)f [he Contract (Gener:tl. Supplementarv .ll1d mher Cundltlons),
Dr:Jwlng5. -;peClnC:JtlOnS, .-\ddenda Issued prior (0 execution <)f thiS .-\greement. mher documents listed 1Il (hIS Agreement md
I,!OLiltic:JtI<,ns Issued after execution <)f thiS .-\greement. these t-orm the Contract. md are as fully a part of the Contnct as if .lltached
((J thiS .-\greement ()f repelted herein The (,>otract represents the enme md Integrated :lgreement between the parties hereto md
<;upersedes prior negotiations, represent:Jtl<JOS or agreements, en her wrItten or oral. An enumeration of the Contract Do.-:umenL<;.
other thm 1,1OLl1t1CJtlons. Jppe:lrs In .vtlcle 9
ARTICLE 2
THE WORK OF THIS CONTRACT
The C<JntrJCtor shall execute the entire Work descnbed in the Contract Documents, except to the extent specifically lIldicHed 1Il
the (ontrJct Documents to be the responSibility of others, or as follows:
ARTICLE 3
DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
3.1 The date of commencement is the date from which the Contract Time of Paragraph 3.2 is measured, and shall be the date of
this Agreement, as nrst written above, unless a different date IS stated below or provision is made for the date to be fIXed In a notice
to proceed issued by the Owner.
Ilnser, the dale 0/ commencemenl, ,/ " dl/Jers from ,"e dale oJ ''''S Agreemenl or. If applicable, slale Iballbe dale WIll be Jixed in a nollce 10 proceed)
l'nless the date of commencement is established by a notice to proceed issued by the Owner, the Contractor shall notlfv the
Owner in wrltlng not less than five days before commencing the Work to permit the timely filing of mortgages, mechanic's liens
and other security Interests,
3.2 The ContrJctor shall achieve Substantial Completion of the entire Work not later than
(fnst'rt the (a'tlnt/ar dale or number 0/ calendar days after the date of commencement ,",Iso Insert any requIrements/or earlter SubscantJaJ CompletIOn of l:t!r.
fatn purrums fir Ihe U;"r)rM. I[ flot stated elseu'here In the CuntrCl{/ Ou(.-ume,,(s )
, <;ubject to adjustments of thiS Contract Tim~ as pro\'lded In the Contract Documents-
r!ll)er-t prO,.,SlUIlS. If an,., !O,./14uldated dtlmuRf!S n!latl"ll. to f(uiun! to <,.I,mplt'te (1ft flme)
AlA DOCUMENT A101 . OWNER-CONTRACTOR ,~GREEMENT . TWELFTH EDITION · AlA- .<;) 1987
THE .\~ERICAN 1:'-i<;TITLTE OF ARCHITECTS, 173S NE~' YORK .\YE:'-iLE. '" W ~'.\,HI:'-iGTON, DC 20006
A101.1981 2
~
ARTICLE 4
CONTRACT SUM
4.1 The Owner sh;ill pay the Contractor II1 current funds for the Contractor's performance of the Contract the Contract 'Sum r}f
Mine million seven hundred sixty-three thousand and no cents Dollars
(J 9 , 7 6 3 , 000 . 00 _ _ _ _ - - - - - - - - - - - - ), r;ubject to additiOns and deducuons as provided in the Con-
tract Documents,
4.2 The Contract Sum is based upon the followlI1g alternates, if any. which are descnbed in the Contract [)(x:uments md .lIe
hereby accepted by the Owner:
(State tbe numberr or olber /(Jenllficatlon of accepted altemates If decISIOns on otber alternates are to be made by tbe Ormutr rubseqwmt to rbe executIOn "I
tb,s ,~greement, alta<:b a scbedule of sucb o/ber alternates sbow"'8 tbe amount for ea<:b and rbe date unlll wb.cb tbat amount IS I'alld.)
None
4.3 Cnit prices, if any, are as follows:
Please, refer to Exhibit "e".
AlA DOCUMENT .101 . OWNER.CONTRACTOR AGREEMENT. TWELFTH EDITION. .-I.IA- . @1981
THE .\MERICAN INSTITL'TE OF ARCHITECTS, I '35 NEW YORK AVENt.:E, N W. W-I.SHINGTON, DC 20006
A101-1987 3
1ft?
ARTICLE 5
PROGRESS PAYMENTS
5.1 Based upon .....pphc:mons tor PJvme:nr )ubmlrre:d ro [he: .vchne:ct bv [he: Cmrractor JJ1d (e:rtuic.tes for PJvme:m i.Ssue:u hv the:
\[chae:ct. (he Owner ,hJll m:1ke progress pJvments on Jccount of the Ct>nrrJct ')urn to [he ContrActor as provided below .if\(j
else:where: <11 the Conlr.l.Ct Do<.:umenl.5
5.2 The period covered bv e-xh .....ppl1c~(J()n for Pavment ,hJ1l be one caleneLu month e:nding on the lASt dAv of the month 'lr a5
f<lUOWS . .
-t'W/I!~ (to"" )
5.3 ~v.lded. ~.J~PJI atio\\:l."r Pavment 1.5 rece.lved by the Architect nOt later than the f)i;:t>(;:.e"'&:(l bCl. .~. ~ --
_ _ _ . ea.:~ j~ -'7- _ _ _ _ - - - dAy of a month, the,Owner shall make payment 10 the ContrAClOr not later than
the ~ >i. t')() - - - - - - - dav of the f 0 11 0 w 1 n~onth. If an Appliation for Payment 1.5 received bv the:
Mchlte:Ct after the: application dAte fixed Jbove. payment shall be made by the Owner not later than t we n t y - five (25)
_ _ _ _ _ _ _ days after the ..\rchltect receives the Applic:nion for P:lyrnent.
5.4 Each ApplicatiOn for Payment shall be based upon the Schedule of Values submitted by the ContrActor in accordance with
the ContrAct Documents. The Schedule of Values shall allocate the entire ContrAct Sum among the various portiOns of the Work
Jnd be prepared in such fonn and supported by such <:Uu to substanti:lte its accurAcy AS the Architect lTl2Y require. This Schedule.
unless oblected 10 by the ArchiteCt. shall be used AS a bASIS for reviewing the ContrActor's Appliations for Payment.
5.5 Applications for Payment shall indicate the percenuge of completion of each portion of the Work ;IS of the end of the penod
covered by the ApplicatiOn for Payment.
5.6 Sublect to the provisions of the ContrAct Documents. the amount of each progress payment shall be computed ;IS foUows:
5.6.1 Take that portion of the ContrAct Sum properly allocable to completed Work ;IS determined by multiplying the percentage
completion of each portion of the Work by the share of the tOtal ContrAct Sum allOClted to tMt portion of the Work in the
Schedule of Values, less reuinage of ten percent
( 10 %). Pending flOal detennination of cost 10 the Owner of changes in the Work, amounts not in dispute may be
Included ;IS provided in Subparagraph 7.3. '7 of the General Conditions even though the Contract Sum has not yet been adjusted bv
Change Order; .
5.6.2 Add that portiOn of the Contract Sum properly allocable 10 materials and equipment delivered and suitably slOred at the
Site for subsequent incorporallon in the completed construction (or. If approved in advance by the Owner, suitably stored off the
site at a local1on agreed upon 10 weillng), less retamage of ten
percent ( 10 %);
5.6.3 Subtract the aggregate of previous payments made by the Owner; and
5.6.4 Subtract amounts. if any, for which the Architect has withheld or nullified a-Certificate for Payment ;IS provided in Para.
graph 9. S of the General Conditlons_
5.7 The progress payment amount detennined lfl accor<:unce with Paragraph S6 shall be further modified under the follov.;mg
CIrcumstances :
5.7.1 Add. upon SubSUfltia1 CompletiOn of the Work. a sum sufficient to increase the total payments to
ninetv,five percent ( 95
Sum. less such amounts ;IS the ArchItect s~ detennine for lflcomplete Work and unsettled cI:wns; and
5.7.2 Add. If final completlOn of the Work is thereafter materiallv delaved through no fault of the Contractor. JOV JddlllonJl
Jmoun15 pa\'Jble m accordance with SubparAgraph 9 10) of the General Conditions.
5.8 Reductlon or limitation of retamage. If any. shall be J.S follows
%) of the Contract
'1/ 'I IS If/lended. prl<ir (() SIIDslan/lal CumpletlOn uf Ibe en/lre It.,,,. '" r('elllfe "r Ilmll ,he rela/fl"ge res liltIng from the percentages /fIserred In II.hl'<lW
"",ph! <; I, I ,/fId 'i I, .! "lxwe. ""d rhls I> not exp'''/fIed el>eu'ht!re '" the ,-"lIIr<I<I Du<ume"ts "lSert Iwre prol'lSlUnS for ,u<b reelU<"llon ur 11""1111'"'' I
ALA DOCUMENT A 101 . t)\lI;~ER CO:-.TRACTOR .\GREE."IENT . r~ ELfTl: EDt T1()~ . "^. .S: 1"117
rH E ~_\IERIC.\:'< I:'<~ TlTl TE Of .\ReHI TEeTS I . J~ ~EW YORK .\" E:"ol. E "IX IX ~,fH~G TON. DC WOO6
A101.1987 4
~
ARTICLE 8
FINAL PAYMENT
Final payment, constituting the enure unpaid balance of the Contract Swn. shall be made by the Owner to the Contractor when 11 )
the Contl'2ct h:lS been fully performed by the Contrnctor except for the Contrnctor's responsibility to correct nonconformmg
Work as provided in subparagraph 1222 of the Gener:ll Conditions md to satISfy orner requuements, If any, which necessan.lv
survive fmal payment; and (2) a final Certificate for Payment has been ISSued by the Architect; such fmal payment shall be made b~'
the Owner not more than 30 days after the Issuance of the Architect's fmal Certit1C:J.te for Payment, or as folIows:
ARTICLE 7
MlSCEll AMEOUS PROVISIONS
7.1 Where reference is made in this Agreement to a provision of the Genel'21 Conditions or :.mother Contnct Document, the ref-
erence refers to that provision as amended or supplemented by other provisions of the Contnct Documents.
7.2 Payments due:.md unpaid under the Contrnct shall bear interest from the date payment is due at the rate stated below, or in
the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.
(Insert rate of tnterest agreed upon. If any)
(Usury laws and requirements under tbe Federal Trutb In Lending Act. sImIlar state and local consumer credit laws and otber regulatiOns at tbe Owners and
Contractor's prinCIpal places of bUSiness, tbe location of tbe Project and elsewhere may affect tbe l'alidity of tbis prol'ision. Legal adl'ICe sbould be obtained
wrtb respect to deletIOns or modlficatlons, and aJso regarding requirements sucb as wrItten disclosures or wall'eTS)
7.3 Other provisions:
ARTICLE 8
TERMINATION OR SUSPENSION
8.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of the General Conditions
8.2 The Work may be suspended bv the Owner as provided in Article 14 of the General Conditions.
AlA DOCUMENT A101 . OWNER-CONTRACTOR AGREE~ENT . TWELfTH EDITION' AlA- . 91987
THE .~ERICAN INSTITt.:TE OF ,-I.RCHITECTS, I ~~S NEW YORK AVENCE. N W W.-I.SHINGTON, DC 20006
A101-1987 5
~
ARTICLE 9
ENUMERA TION OF CONTRACT DOCUMENTS
9.1 The Contract Documents. t:xcept t'or Moditlclt1ons Issued after t:xecutlon of thIS ..~greement. are enumerated as follow'i
9.1.1 The Agreement IS this executed Standard Furm of .-\greement Between Owner .1Ild Contractor. AlA Document .-\ l () 1. \ l)~-
Edition
9.1.2 The General Cundltlons are [he Genenl Conditlons ()f the Contract for ConstructIon. .-\lA Document A20 I. 198- Editlon.
9.1.3 The "iupplementarv and other Conditions of the Contract Jre [hose contJ.ined in [he Project MJ.IluaJ dated
. .1Ild are as follows
Document
Title
Pages
Please refer to Rider to General Conditions.
9.1.4 The Specifications are those contained in the Project MJ.IluaJ dated as in Subparagraph 9.1.3, J.Ild are as follows:
(Ellh~r Itsl Ihe SpecrlkallOns bere or r~f~r to an ~xb.b'l auacbed 10 Ib.s .4Iire~m~nl )
Section Title
Please refer to attachment "D"
Pages
AlA DOCUMENT A101 . OW:'olERCO:'olTRACTOR ....GREE.\1E:'iT . TWELfTH EDITIO:'ol . ....lA. . 919117
THE .....\tERICA:'olI:'iSTITt.:TE OF ....RCHITECTS. 1-,\5 ~EW YORK ....\E~l E. "W WASHI:-<GTON. DC 20006
A101.1987 6
~
9.1.5 The Dr.awmg5 are as {ollows, and are dated
'EubflT I.st rbe O,.aW1"IlS bere (),. "e/" to GIn t!xb,b.t Juacbed to thIS ,-4~reemenl )
unless a different date IS ~h()W:1 heluw
Number
Title
Date
Please refer to attachment "D"
9.1.8 The Addend2. if my, ace as follows:
Number
Date
Pages
Please refer to attachment "D"
Portions of Addend2 relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are
also enumerated in this Article 9.
AlA DOCU....,. A101 . OWNER-CONTRACTOR AGREEMENT. TWELFTH EDITION. AlA- . ~1987
THE AMERICAN INSTITUTE OF ARCHITECTS, I n~ NEW YORK AVENUE. ~.W , WASHINGTON, DC. 20006
A101u1987 1
~
9.1.7 Othe:r docume:nts. If .ll1V, t'ormlng P:ll1 ,}f the: Cuntract Documents Me .l.5 ful1()w~
(List here ..Jnv add"lO~ d(x:umen.ts u.h'c.h ..Jre mlt'nc.U!c.t ro !orM pa.rt ()l the Contrau [)f}(:umt'11IS The (;meraJ (:(}n.JllmftS prlJlzde (hat J'}f(hllnl( n'11l4/rerr!/>?lh .lIt n
.LS ~dl'erfl.'ientenl or Im'rtalJon to ma. InstrtJt:tlOrt.S:o BtdcJerTiumple JfJrms una thl-! (:urltrcu.:tor 5 bui I.lre not part 1)/ {he (:()ntr(K.1 OI~.:umt!'1rr~ (4flle,',' ,!'llanl."'\Ut'el
In thiS Aj(rf!t'1Tlent Tbt!y lhould be {HIed hl!rf! f!1t/V 1/ mtended {() he part i)l (he r:011tract lfix:umen/s )
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
1:ff. * rAAJn
Red ve pmentAg~ncy ~
General Counsel
This Agreement is entered into as of the day and year first written above and is executed in at least three original copies of whICh
one is to be delivered to the Contractor, one to the Architect for use in the administration of the Contract. and the remaInder to the
Owner.
ATTEST:
AGENCY CONTRACTOR BEAUCHAMP CONSTRUC'I'ION CO., IN
esid2nt
Donald L.
(Pnnted name and title)
III DOCUMENT "101 . OWNER.CONTRACTOR AGREEMENT · TWELFTH EDITION · AlA- · @1987
THE AMERICAN INSTITUTE OF ARCHITECTS. 17~~ NEW YORK AVENL:E. N W, WASHINGTON. DC. 20006
A101.1987 8
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1 RIDER TO STANDARD FORM OF AGREEMENT BETWEEN MIAMI BEACH REDEVELOPMENT
2 AGENCY, AS OWNER, AND BEAUCHAMP CONSTRUCTION CO. INC I AS CONTRACTOR
3
4
5 The following Rider changes, deletes from or adds to the "Standard Form of Agreement between Owner
6 and Contractor" (the "Agreement"), AlA Document Al 01 (1987 Edition). When any Article of the Agreement or
7 any Paragraph, Subparagraph or Sub-subparagraph thereof is modified, deleted, amended, superseded, or added
8 to by this Rider, the unaltered provisions of such Article, Paragraph, Subparagraph, or Sub-subparagraph shall
9 remain in full force and effect. All defmed terms in this Rider shall have the same meaning as in the Agreement,
10 except as otherwise noted. In the event of any conflict between the provisions of the Agreement and the
11 provisions of this Rider, this Rider shall control.
12
13
14 ARTICLE 1; GENERAL PROVISIONS.
15
16 Add the following as Paragraphs 1.2, 1.3, and 1.4:
17
18 1.2 A description of the Project is as follows: A multi-level parking garage having approximately
19 800 parking spaces, plus limited retail and accessory uses within the garage, generally in accordance with the
20 Final Construction Design Drawings drawn by Zyscovich, Inc. (the" Architect") (the "Project"), which will serve
21 as a municipal parking garage as well as for parking for the approximately 800 room convention hotel being
22 developed by MB Redevelopment, Inc. ("MB") in accordance with that certain Agreement of Lease and that
23 certain Hotel Development Agreement, both dated as of September 20, 1996, between the Owner and MB
24 (the "Hotel"), which Hotel is not included within this Project. The Project is to be located within an area bounded
25 by Washington and Collins Avenues between 15th and 17th Streets, Miami Beach, Florida, including extension of
26 16th Street leading to the Hotel main entrance across Collins Avenue. A legal description of the Project site is
27 attached hereto as Attachment" A." The Project is being developed for Owner by St. Moritz Hotel Corp., a
28 Florida corporation (the "Developer"), as a fee-developer and independent contractor for the Owner pursuant to
29 that certain Garage Development Agreement, dated as of September 20, 1996, between Owner and Developer.
30 Contractor shall perform its services hereunder in recognition of such engagement of Developer. and shall
31 cooperate with Developer in connection with the development and construction of the Project. It is expressly
32 acknowledged that the Developer is a third party beneficiary of this Agreement.
33
34 1.3 Contractor shall perform all services with respect to the Project (including, without limitation,
35 that Contractor shall be responsible for coordinating the construction of the Project with the construction of the
36 16th Street Extension described in Subparagraph 2.1 and other public improvements being undertaken by the
37 Owner or the City of Miami Beach (the "City") in connection with the Project and the Hotel, located at Collins
38 Avenue and 16th Street). In any event, Contractor will not be entitled to any compensation other than the
39 Contract Sum, except as otherwise expressly provided for herein and related to change orders and delays not
40 caused by Contractor or any of its Subcontractors, suppliers, or agents.
41
42 1.4 Contractor represents that it is duly licensed as a general contractor by the Florida Department
43 of Professional Regulation with extensive knowledge and experience in the construction of multi-level garage
44 structures. Contractor shall maintain such license in good standing.
45
46 ARTICLE 2; THE WORK OF THIS CONTRACT.
47
48 Add the following at the end of Subparagraph 2. I:
49
50 In addition to the scope of work described in this Agreement and the Drawings and Specifications. the
51 following items are to be noted by Contractor:
52
53
MI970840.020
~.
Historic Building Relocation
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28 However, certain sidewalks along Washington Avenue and Collins Avenue are to be part of the
29 Project, as per Attachment "C." ~/
30 Apr i 1 /YtZ----
31 While the improvements are scheduled to be initiated as oHanttary I, 1998 by Owner (after the
32 existing structures are demolished and/or relocated, as in the case of the Anchor Hotel), the Contractor can utilize
33 flIJl)e existing 16th Street right-of-way in the interim for construction staging and logistics. However, by
34 (Jl"t>ecember is; +999-, Contractor must fully vacate same.
35 March 15, 1998
36 Building Permit
37
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Two (2) historic structures (the Anchor Hotel and the Justice of the Peace Building) are to be
relocated to the Project site and installed on new foundations by Owner. However, the foundations shall be
constructed by Contractor, as per the Plans and Specifications. Owner and Russell Building Movers. Inc. have
entered into that certain Agreement dated as of , 1997 providing for the relocation and
underpinning of portions of the historic structures, a copy of which is attached hereto as Attachment "B" (the
"Building Relocation Agreement").
The timing of such relocation and installation and extent of the foundations, if any, to be
constructed by Russell Building Movers, Inc. to support portions of these buildings and the extent of the
temporary conditions to be left for Contractor to assume, are described in the Building Relocation Agreement.
Subsection 1.3 - Phase 3 of the Building Relocation Agreement provides for, among other
things. the right of Owner to elect to have the Contractor under the Building Relocation Agreement or the
Contractor under this Agreement perform the Phase 3 scope of work as defined in the Building Relocation
Agreement. If Owner elects to have Contractor under this Agreement perform the Phase 3 scope of work,
Contractor agrees that the Phase 3 scope of work shall be assigned to Contractor and incorporated by this
reference into the Agreement.
16th Street Extension
Contractor shall avoid any conflicts with the construction of improvements planned for 16th
Street. The Owner will extend the alignment of 16th Street from Washington Avenue to Collins Avenue as part
of a separate project. This project will include new underground infrastructure and surface paving. Generally,
sidewalks within the right-of-way will also be constructed by Owner.
Contractor shall accept the assignment or transfer of relevant permits in conjunction with the
execution of this Agreement. Developer has previously secured a foundation building permit. It has also
submitted to the City of Miami Beach Building Department an application for a full Building Permit, which is
expected to be secured no later than May 15, 1997. Upon the execution hereof, Developer will transfer the
appropriate permit(s) to the Contractor.
General Conditions
As part of its General Conditions, Contractor shall include a six (6') foot high perimeter fence
around the Project site (to be maintained at all times) and all necessary utilities (inclusive of, but not necessarily
limited to, water and electric) required for its construction of the Project.
MI970840.020
2
tfa
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Environmental
Owner has conducted environmental audits of the Project site. Any and all hazards within the
Historic Buildings and/or Project site as disclosed by Owner's environmental audits will be fully remedied by
Owner prior to the execution hereof.
ARTICLE 3; DATE OF COMMENCEMENT, SUBSTANTIAL COMPLETION AND FINAL COMPLETION.
Add the following at the end of Subparagraph 3.1: IJi
June 2, 1997.
The Work shall commence on Maoy-i-S ,1-991:
Delete Subparagraph 3.2 and replace it with the following:
The Contractor shall achieve Substantial Completion of the entire Work not later than September 30,
1998 (the .Completion Deadline"), unless the time for Substantial Completion is extended by Owner in its sole
discretion.
If Substantial Completion (as defmed in the Garage Development Agreement) does not occur within
thirty (30) days after the Completion Deadline, the Contract Sum payable to Contractor shall be reduced at the
rate of One Thousand and No/100 ($1,000.00) Dollars per day for each day beyond thirty (30) days after the
Completion Deadline that Contractor has not achieved Substantial Completion, unless such delay is caused by
circumstances beyond the control of Contractor, its subcontractors, or suppliers. The foregoing reduction in the
Contract Sum is intended solely as liquidated damages for Contractor's failure to cause Substantial Completion to
occur by the Completion Deadline and is not intended as a penalty.
Add the following as Subparagraph 3.3:
The Requirements for Final Completion are as follows:
1. Architect's Certification - Compliance with Plans and Specifications.
2. Geotechnical Engineer - Excavation, backfilling and compacting report for structure, utilities
and paving, earthwork, site preparation, aggregate materials, post-construction conditions
survey update.
3. Structural Engineer - Threshold Inspection and Certification.
4. Surveyor - Foundation Location Certification.
5. City of Miami Beach Building Department - Final Inspection and Certification.
6. All other Government and regulatory bodies - Final inspections, certifications and/or approvals.
7. Final Release of Lien.
8. Completion of Punch List - as identified at time of Substantial Completion and/or thereafter.
9. Submittal of Final As-Built Drawings.
10. Submittal of all Manuals, Warranties and other Documents.
ARTICLE 4; CONTRACT SUM.
Add the following as Subparagraphs 4.4,4.5,4.6 and 4.7:
4.4 Contractor hereby specifically acknowledges and declares that the Contract Documents are full
and complete, are sufficient to have enabled the Contractor to determine the cost of the Work therein in order to
enter into this Agreement and that the Drawings, the Specifications, and all addenda are sufficient to enable it to
construct the Work outlined therein in accordance with applicable laws, statutes, building codes and regulations.
and otherwise to fulfill all its obligations hereunder. The Contractor further acknowledges that it has visited the
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site, examined all conditions affecting the Work, is fully familiar with all of the conditions thereon and affecting
the same, and, having carefully examined all Drawings, Specifications and addenda that there are no discrepancies
or omissions in the Contract Documents.
4.5 Notwithstanding anything to the contrary contained in this Agreement, Contractor acknowledges
and agrees that Developer's role in the Project is that of a fee-developer only and that Developer is not responsible
in any manner for payments to Contractor pursuant to this Agreement. Contractor further acknowledges and
agrees that its only recourse, in the event of nonpayment for services performed by Contractor pursuant to this
Agreement, is with respect to the Owner and not the Developer.
4.6 All wages regarding the Project shall be based on the Project being at prevailing wage (as
prescribed by the requirements of City Ordinance No. 94-2960.
4.7 If Owner elects to have Contractor perform the Phase 3 scope of work as discussed in
Subparagraph 2.1 - Historic Building Relocation, the Contract Sum will be increased by $40,000.00.
ARTICLE 5; PROGRESS PAYMENTS.
Delete Subparagraph 5.2 and replace it with the following: t9f-l~
Applications for Payment shall be submitted by the Contractor to the Developer on the~~Ui of the month
for Developer's review, approval and submittal with the monthly requisition of funds to the Owner. Three (3)
originals of AlA Document G702 and AlA Document G703 (or equivalent forms approved by Owner/Developer)
together with a certification that stored materials are in place both on-site and off-site and secured in a manner
acceptable to Owner/Developer. Such application for payment shall contain a breakdown by trade or other
categories reasonably acceptable to Owner/Developer. completed to the reasonable satisfaction of
Owner/Developer and executed by the Contractor and the Consultant. The application for payment as it relates to
the Contractor shall be reduced by a 10% retainage on the work of the Contractor until 50% of the work is
completed, at which time it will be reduced to 5 % until completion of the Project. Upon completion of the
Project and in accordance with the Requirements for Final Completion Section, the retainage shall be paid, subject
to a holdback for punchlist amount as reasonably determined by the Consultant, which will be held until final
disbursement as further described in the Requirements for Final Completion Section.
ARTICLE 7; MISCELLANEOUS PROVISIONS.
Delete Subparagraph 7.2.
ARTICLE 9; ENUMERATION OF CONTRACT DOCUMENTS.
Delete Subparagraph 9.1.3 and replace it with the following:
9.1.3.1 The Ryder to Standard Form of Agreement Between Miami Beach Redevelopment
Agency, As Owner, and BEAUCHAMP , as Contractor.
CONSTRUCTION CO., INC.
9.1.3.2 The Supplementory Conditions to the General Conditions.
Delete Subparagraphs 9.1.4, 9.1.5, 9.1.6, 9.1.7 and replace them with the following:
9.1.4 The Specifications, Drawings, Addenda and other documentation forming a part of the
Contract Documents are attached as Attachment "D".
MI970840.020
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ARTICLE 10; ADDITIONAL PROVISIONS.
Add the following as Article 10 of the Agreement:
10.1 RESPONSIBILITY OF CONTRACTOR
10.1.1 Contractor shall be responsible to the Owner and the Architect for any and all acts and omissions
of the Contractor, its agents, employees, Subcontractors, Sub-subcontractors, material suppliers, and laborers,
and the agents and employees of the Subcontractors, Sub-subcontractors, material suppliers, and laborers
performing or supplying work in connection with the Project.
10.1.2 All services provided by Contractor shall be performed in accordance with the highest
professional standards recognized and adhered to by Contractors and contractors rendering services in the State of
Florida.
10.2 OWNER'S CONSULTANT
10.2.1 Contractor acknowledges that the Owner has engaged a third-party consultant to monitor the
Project and advise the Owner with regard to its participation in the Project. While the third-party consultant will
have access to all documentation and work product produced by Contractor, any communication and/or requests
for same will be directed through Developer.
10.3 EQUAL OPPORTUNITY
10.3.1 Contractor shall provide an equal opportunity for employment, without discrimination as to race,
religion, sex, national origin, color, or creed.
10.4 CONFIDENTIALITY
10.4.1 Contractor acknowledges that it is not authorized to make any public statements or issue press
releases on Owner's or Developer's behalf without Owner's and Developer's prior written approval.
10.4.2 By virtue of Contractor's involvement with Owner and Developer, Contractor may acquire or
become privy to certain information (the "Confidential Information") which Owner and/or Developer desires to
maintain secret and confidential. Contractor shall not, without the prior written consent of Owner and Developer
at any time during the term of this Agreement or thereafter, use or disclose, directly or indirectly, any
Confidential Information concerning Owner or Developer or their respective business activities. Confidential
Information includes, but is not limited to, any real estate development or construction techniques or designs
which have been or are being conducted by Owner or Developer or any of their respective aff1liates. It shall not
be a violation of this Agreement to use Confidential Information in connection with the performance by Contractor
of its obligations under this Agreement or in order to comply with the requirements of a subpoena; provided,
however, that Contractor shall notify Owner and Developer in writing within two (2) business days after service
of any such subpoena and Owner and Developer shall have the right thereafter to seek a protective order
preventing disclosure. Contractor acknowledges that the Confidential Information is a unique and valuable asset
of Owner and/or Developer, as applicable, that this restriction is both reasonable and necessary for the protection
of Owner and Developer, and that any violation of this restriction shall be construed strictly against Contractor.
10.5 PARTIAL INVALIDITY; MODIFICATIONS; CONSTRUCTION
10.5.1 If any provision of this Agreement is held or rendered illegal or unenforceable, it shall be
considered separate and severable from this Agreement and the remaining provisions of this Agreement shall
remain in force and bind the parties as though the illegal or unenforceable provision had never been included in
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this Agreement. This Agreement may not be modified except by agreement in writing executed by the parties
hereto. This Agreement and all Contract Documents have been fully reviewed and negotiated by each party and
their counsel and shall not be more strictly construed against either party.
10.6 REFERENCES
10.6.1 The captions and paragraph headings of this Agreement are for the purpose of convenience of
reference only, and in no way defme, limit or describe the scope or intent of this Agreement or in any way affect
this Agreement. All references in this Agreement to the terms "herein", "hereunder" and words of similar import
shall refer to this Agreement, as distinguished from the Article, Paragraph, or Subparagraph within which such
term is located.
10.7 CORPORATE OBLIGATIONS
10.7.1 It is expressly understood that this Agreement and obligations issued hereunder are solely
corporate obligations, and that, except for conversion, fraud, or willful misconduct, no personal liability will
attach to, or is or shall be incurred by, the incorporators, stockholders, officers, directors, or employees, as such,
of the Owner or Contractor, or of any successor corporation, or any of them, under or by reason of the
obligations, covenants or agreements contained in this Agreement or implied therefrom; and, except for
conversion, fraud, or willful misconduct, that any and all such personal liability, either at common law or in
equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator,
stockholder, officer, director, or employee, as such, or under or by reason of the obligations, covenants or
agreements contained in this Agreement or implied therefrom are expressly waived and released as a condition of,
and as a consideration for, the execution of this Agreement.
10.8 GARAGE DEVELOPMENT AGREEMENT
10.8.1 Contractor acknowledges that it received a copy of the Garage Development Agreement, and
that it shall comply with the provisions thereof applicable to Contractor, all of which provisions are incorporated
herein by reference as if set forth in full. Without limiting the generality of the foregoing, attached hereto and
made a part hereof as Attachment "E" is a copy of Section 2.7 and Article IV of the Garage Development
Agreement. In accordance with Section 2.7, Owner hereby appoints (*) as Owner's auditor. In
addition, Owner shall have the right to directly purchase construction materials in order to ac~' ings in
applicable sales taxes. .'
(*) To be appolnted by Owner ln
sixty (60) days o~ the Effective Date.
10.9
ATTACHMENTS
10.9.1 Each and every Attachment referred to or otherwise mentioned in this Agreement is attached to
this Agreement and is and shall be construed to be made a part of this Agreement by such reference or other
mention, in the same manner and with the same effect as if each Attachment were set forth in full and at length
every time it is referred to or otherwise mentioned.
10.9.2 LIST OF ATTACHMENTS
Attachment "A" - Legal Description
Attachment "B" - Copy of Building Relocation Agreement
Attachment "CO - Scope of 16th Street Improvements
Attachment "D" - Specification, Drawings, Addenda and other documents
Attachment "E" - Provisions from Garage Development Agreement
MI970840.020
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I 10.10 THIRD PARTY BENEFICIARY
2
3 10.10.1 The parties to this Agreement agree and acknowledge that the Developer is a third party
4 beneficiary of this Agreement and that the services being performed in connection with this Agreement are being
5 performed for the benefit of the Developer.
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5 ATTEST:
~ ByJZOltM~ f<M.~
9 Robert Parcher
10 Secretary
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18 ATTEST:
19
~ By' ~~~QAl(M,O
23 Secretary
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OWNER:
MIAMI BEACH REDEVELOPMENT AGENCY
By:
BEAUCHAMP CONSTRUCTION CO., INC.
~
By: .
~:~:D president'
APPROVED 1+S TO
FORM & LANGUAGE
& FOR EXECUTION
4111~ ~
General Counsel
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ATTACHMENT . A .
LEGAL DESCRIPTION
~:~: I 7362rro I ~
LEGAL DESCRIPTION:
Lds 8.9.10./1.12 and IJ.Block 57.FIsl8rs FIrst SubdIvIsIon of ~ton 8eaC17.accordlng to tte
Plat ff'erfJd.as rfJCOf'd~ In PIa! 8cok 2.PcgtJ T1 (f f~ PufJIlc Records of Dade C(XJrrIy,Florfda.
t~tw with all (f 16th Str_ (JlltJI'IJtJ 'C-J.ItJS$ and exCfJIX tfrJ 'oIlONlng descrlbfJd parcel:
BEGINNING at tfrJ Souftwest ccrlW' (f Block 54 (f saId Flsf't!Jrs FIrst SubdivIsIon of Alton
8<<1ctf Plat: thtJra North 880' 5.Y East alOf'llJ fte South JIM d' $(Jld Block 54.a dlSfanctJ of
443.08 '..to tM Scuthtx:1st ccrlW' (f saId Block 541 tl'11JncJtl South or 35104' West. a dlstanctJ of
9lS.26 '..to a poIrt Ci' cusp with 0 tonged CUf'WI ()()I)()(Ne 10 thtJ SoufI1Nest: ttertce along fl8 arc of
sold curve 10 1M 'tI't.frNlng 0 radIus ~ 25lXJ ftJtJt and 0 OfJItrol angle tf 9(100' W.an arc dls/ane
tf 3921 f..to (J pdrttf fant;enC/,flrJrtce North 8Z2"5~WtJst.(J dIstance tf 2475 '.:t~
Sa.Jfh 88 00' SJ' W6ff along (J II,. 8iX) f_ North tf and porallel with, 0$ mtJ(JsurtJd <1f rlglf angles
to fie North 11", tf Bleck 51 tf $(lId plot.a dIstance cf 38218 f. to 0 DOIrt on tM East~rly Rlgtt
-doWt7/ll", cf Wasl'/ngton ........ ttence North or Sg ,,. West alOf'llJ scld ~asttJrly Rlgtt-cf-
Wc.y lIntJ,o dIstance cf 62JXJ ,- to tM SQlfhN&Sf ccrner of scld Block 54 and tte Point of btJglnnlnt;
SaId lands lyIng and btJ/ng In He City of Allaml &loch and contaInIng 65.910 square feet (/5/3/
Acres) mere or ItJSS.
tfU
A TT ACHMENT "B"
BUILDING RELOCATION AGREEMENT
tfttL
THE
AMERICA~
.. s r r I; r E I) F A R r H r E
C
.
AlA Document AI07
Abbreviated Fonn of Agreement
Between Owner and Contractor
For CONSTRUCTION PROJECTS OF LIMITED SCOPE where
the Basis of Payment is a STIPULATED SUM
1987 EDITION
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH
AN A TTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFlCA TION.
This document includes abbrevi2ted General Conditions and should not be used with other genera! conditions.
It has been approved and endorsed by The Assod2ted Genera! Contractors of America.
AGREEMENT
made as of me
Nineteen Hundred and
BETWEEN me Owner:
(Name and address)
day of
in the year of
Ninety-Seven
MIAMI BEACH REDEVELOPMENT AGENCY
1700 Convention Center Drive
Miami Beach, Florida 33139
and the Contractor:
(Name and address)
Russell Building Movers, Inc.
7150 NW 77th Terrace
Miami, Plor~da 33166
The Project is:
(Name and localion)
Relocation and underpinning of the portions of the Historic
Buildings to be part of the Mun~cipal Parking Garage on a
site located between washington and Collins Avenues between
15th and 17th Streets, Miami Beach, Florida
The Architect is:
(Name and address)
Zyscovich, Inc.
100 N. Biscayne Blvd.
Miami, Florida 33132
The Owner and Contractor agree as set forth below.
Copvnghl 1l).~6. 19')1, 19')8. 1961. I%.~. 1966. 19~4. 1978. @1987 by The: Ame:nc:.an InSlIlUle: of Archlle:cts. 173') Ne:w Yurk
Avenue:. :'oj W , W:L~hI08ton. D.C. .!0006 Re:produClIon uf l~ m:lle:n:.1l he:rein or .~ubst:.anll;jJ <.juot:.ation of il.~ provIsions WlthOUI
....rIIle:n pt."rm,sslon of lhe: AlA vlol:lle:s lhe: C()PHI~hl I:lw~ of lhe: Unite:d St:.aICS Jnd ....,11 he -uhre:ct (0 1e:1l:'" pro~l'ullon
AlA OOCUMIHT Al07. ABBREVIATED OW:-IERCONTIlACTOR .\GREEMENT. NINTH EDITION. AlA- . ~ I~-
THE AMERI(AN IN\TITITE OF ARCHITEcn, J1\~ NEW YORK ,WENIE :-I w. WASHIN(iTUN, 0 (: !IMMt,
A107.1987 1
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ARTlCLE 1
THE WORK OF THIS CONTRACT
1.1 The COnlr:lctor shall execute [he enlire Work described in the: COnlCJct Docwne:ncs. except [0 [he: extenl spcCiflcJ..lly indicate:d
In [he COnlrJct Documencs [0 be [he responslbtlity of others. or as foUows:
None.
ART1CL.E 2
DATE OF COMMENCEMENT AM) SUBSTANTIAL COMPLETION
2.1 The date of commencement is the date from which the ConU'2Ct Time of PJl281'llPh 2.2 is mc:2Sured, and sh2.ll be the date of this
Agreement, as first written above, unless a different date: is sUted below or provision is made: for the date to be fixed in a notice to pro-
ceed issued by the Owner.
(Insert 1M d.al. of comm~t. 1/ it atffws from 1M d.al. of Ibis AgrwmmI or. 1/ appIkabI.. stat. lballM d.al. uojJJ btt JI>>ed in a nella to proc<<d.)
2.2 The ContrJctor sh2.ll achieve Subsumi2J Completion of the entire Work not later than
(Ins", 1M caJ....r diU. or numMr' of caJ....r days aft#r tM diU. 01 com__. Also insert any rvquinnwnts lor Mrli", Substantial Compi.lion 01 c",ain par.
liOns 01 1M War" 1/ not staJ#d m~ in 1M Contracl Docu1M1ltS.)
. subject to Jdjustmencs of this ContrJct Time as provided in the Contr:lct Oocumencs.
(Ins",1 pml'lSlOns. If an.v. for ilquuJaltld damogn rllialing to fatfure 10 compi.le on time)
ARTICLE 3
CONTRACT SUM
3.1 The Owner shall pJY the ContractOr in currenl funds for the COnlr:lctor's pcrform:mce of the Contract the COnlCJct Sum of
Ninety-Six Thousand and 00/100 ______________________________Do~rs
(S 96,000.00 ____________________). subject to Jdditions :md deductions as provided in the ContCJct
Documents.
AlA DOCUMeNT A 107 . A88RI!VIA TED OWNER.CONTRACTOR AGREEMENT. NINTH EDITION · AlA. · ~ 1987
THE AMERICAN INSTlTL'TE OF ARCHITECTS, 17}~ NEW YORK AVENUE. N,W. WASHINGTON, DC. !0006
A107-1987 2
WARNING: UnllcenMd pnotocoPVl"l ~ U.S. copvrlght .... McIlelUbfect 1IO Iepf ~tIon.
tf&/
3.2 The Comract Sum IS b25cd upon [he foUowing :.U[em;,IlO. if my. which are described in the Contnct Documen1.5 md are hereby
accepted by the Owner:
(5141. tN """'NrY or OINr !dIr1ll/1CI:IIlorr 0{ <M:Uf)I<<J 4111n1al.s. 'I d<<Ulons Oft f)lNr aJl..-nauJ ".10 /;1# maa.1Ty tN ()wowr ~I to tN tf;fIJICI4l1orr 01 tblS A&~I .
aflllCb a ~ o{ Jucb otlwr 41_ sbo"''"1I tN amolml/or <<ICb and 1M daU ID'IIfl wbfcb tbal <I1I'tOUnl IS valut) .
None.
3.3 Unit prices. if my, are:lS folIows:
None.
ARTICLE 4
pAOGfESS PAYMENTS
.~
4.1 Based upon AppUCltiOns for Payment submitted to the Architect by the Contr:lCtor and Certificato for Payment issued by the
Architect. the Owner shall make progress payments on account of the Contr:ICt Sum to the ConU'2ctor as provided below and else.
where in the Contract Documents. The period covered by c:ach Application for Payment shall be one calendar month ending on the
last day of the month. or as follows:
4.2 P2ymenu due md unp:lid under the Contract shall be:lr interest from the date paymem is due at the nte stated below, or in [he
absence thereof, at the lega.lnte prevailing from time to time at the pl2ce where the Project is 1000ted.
(/ru6I'f raI. 01 inl_1 agrwd upon. 'I any.)
fL's..,." ta....s and TYqU/~1S .._ tN F__at r....1b In LttndlnB ACI. s/mrlar suu. and locaJ cons_ awIi1taws and otbttr .-.guiaIlOns at tN au.".,.'s and ContrQ€lor's
P"roclpal p/4aJ 01 bus/rIGS. /NlocaIlon Ol'N ProJ<<I and.u.u,.""" may aff<<1IN ,""idJty 0{ tbls prmu/on. l.iIgIU adt~a sborJd". oIXalrwa ..."b tYJ{1<<I/O d#lellons or
modllicatlOns. and also rwgardlnB rYqUl........1S Jucb as wrlll#rl dlscJos..ra or UJQIIW'S.)
A107.1987 3
AlA DOCUIIINT It. 107 . A88REVtA TED OWNER.cONTRACTOR AGREEMENT · NINTH EDITION · AlA. · ~ 1981
THE AMERICAN INSTITUTE OF ARCHITECTS. 113' NEW YORK AVENUE. N.W., WASHINGTON. D.C. 20006
WAANINO: U........ pI..AocoPPllI vtolnIe ILl. coprrtghI__1nd II eutlfec:t 10...... pIOMCUtIon.
fftL
ARTICl.i 5
FINAL PAYMENT
5.1 Final payment. conslilUling lhe entire: unpaid bal4nce of lhe COntl'2ct Sum. shall be made by lhe Owner 10 lhe Contl'2ctor ~'hen
the Work has been completed. the COntl'2ct fuUy performed. and a fuuI Certificate for Payment has been issued by the Archilect.
ART1a.E 8
ENUMERA TION OF CONTRACT DOCUMENTS
8.1 The Contl'2ct Documents Me listed in Article 7 and, except for Modifications issued after execution of [his Agreement, are
enumerated as foUows:
8.1.1 The Agreement is [hIS executed Abbreviated Form of Agreement Between Owner and Contl'2ctor. AlA Document Al 07. 1987
Edition.
8.1.2 The Supplementary and other Conditions of the Contract Me those contained in the Project Manual dated
. and Me as foUows:
Tide
Pages
Document
Please,
refer to Rider.
8.1.3. The Spedflcations arc those contained in the Project Manual dated as in Subparagnph 6.1.2. 211d arc as foUows:
(Eitlwr list tM Sp<<iflcatiollS betY 01' n/" to an ClCbtbtt anacb<<I to tbis ~.)
Sectlon
Tide
Pages
Please, refer to Attachment "B".
AlA OOCUIIIHT A 107 . ABBREVIATED OWNER.CONTRACTOR AG REEMENT · NINTH EDITION · AlA. · ~ 1987
THE AMERICAN INSTITt.:TE Of ARCHITECTS. 173~ NEW YORK AVENUE. N.W. WASHINGTON. DC 20006
A101.1981 4
WARNING: UnlanMd ~ vtoInM u.s. ~ ..... Ia IUbIeCt to Ie98I pl'OMCUtIon.
k
e.1.4 The Drawings are as (oUow" and arc d:lled
(EII~ IW 1M OrrIwtnlP brw or rrfw 10 _ crbIbtl altacMd 10 IbU ~.)
Number Title
uruess;l dif(erent date l! ~hown below.
Intc
Please, refer t.o At.t.achment. "B".
8.1.5 The Addcnd:l. if any. are as (oUows:
Number
Date
Pages
Please, refer t.o Attachment "B".
Portions of Addend:l relating to bidding requirements are not part of the ContraCt Documents unless the bidding requirements are
also enwnerated in this Article 6.
8.1.8 Other documents, If any, fonning part of the Contract Documents are as foUows:
(Lisl any addiliorIQ/ t/oc:UIrIII'IIS wbidJ an inllftd<<110 form paI'1 01 tIN Conlract Dot;umInIIS.)
AlA DOCU....-T A107 . ASSREVI" TED OWNER.CONTRACTOR AGREEMENT. NINTH EDITION · AlA. . ~ 1987
THE AMERICAN INSTlTt:TE Of ARCHITECTS. 173~ NEW YORK AVENUE. N.W.. WASHINGTON. D.C. zOOO6
A107-1987 5
WARNING: un.'IceI.... ~ng vlo&MM 11S. ~ ...Iftd 11"'10 IegIl proeecuIIon.
~.
GE~ER.AL CONDlTIONS
J
ARTICLE 7
CONTRACT DOCUMENTS
7.1 The Contract Documents consISt of thIS Agreement wIth
Conditions of the Contract (GenerJ..l. Supplementary and other
Conditions), DraWings. Specifications. addenda ISsued prior to
the execution of this Agreement. other documents listed in this
Agreement and Modifications ISsued after execution of this
Agreement. The intent of the Contract Documents is to include
all Items necessary for the proper execution and completion of
the Work by the Contractor. The Contract Documents are
complementary. and what is required by one shall be as bind-
ing as if required by all; performance by the Contractor shall be
required only to the extent consistent with the Contract Docu-
ments and reasonably inferable from them as being necessary
to produce the intended results.
7.2 The Contract Documents shall not be construed to create a
contractual relationship of any kind (1) between the Architect
and Contractor, (2) between the Owner and a Subcontractor or
Sub-subcontractor or (3) between any persons or entities other
than the Owner and Contractor.
7.3 Execution of the Contract by the Contractor is a represen-
tation that the Contractor has visited the site and become famil-
iar with the local conditiOns under which the Work is to be
performed.
7.4 The term "Work" means the construction and services
required by the Contract Documents, whether completed or
partially completed. and includes all other labor, materials,
equipment and services provided or to be provided by the
Contractor to fulfill the Contractor's oblig2tions. The Work
may constitute the whole or a part of the Project.
ARTICLE 8
OWNER
8.1 The Owner shall furnish surveys and a legal description of
the site.
8.2 Except for pennits and fees which are the responsibility of
the Contractor under the Contract Documents. the Owner shall
secure and pay for necessary approvals. easements. assessments
and charges required for the construction, use or occupancy of
permanent structures or permanent changes in existing facilities.
8.3 If the Contractor fails to correct Work which is nO[ in
accordance with the requirements of the Contract Documents
or persistently f:l.iIs to carry out the Work in accordance with
the Contract Documents. the Owner. by a written order. may
order the Contractor to stop the Work. or any portion thereof,
until the cause for such order has been eliminated: however,
the right of the Owner to stop the Work shaH not gtve nse to a
duty on the part of the Owner to exercise this right for the
benefit of the COntr:1Ctor or any other person or entity.
ARTICLE 9
CONTRACTOR
9.1 The ContractOr shJ..ll supervise and direct the Work. using
the ContractOr's best skill and attention. The Contractor shall
be solelv responsible for and have control over construction
me-IDS. methods. techniques. sequences and procedures and
for coordinating all portions of the Work under the Contract.
unless Contract Documents gtve other specific instructions
concerning these matters.
9.2 Lnless otherwise provided in the Contract Documents. the
Contractor shall provide and pay for labor. materials. equip-
ment. tools. construction equipment and machinery. water.
he:lt, utilities, transportation, and other facilities and services
necessary for the proper execution and completion of the
Work, whether temporary or permanent and whether or not
incorporated or to be incorporated in the Work.
9.3 The Contractor shall enforce strict discipline and good
order among the Contractor's employees and other persons
carrying out the Contract. The Contractor shall not pennit
employment of unfit persons or persons not skilled in wks
assigned to them.
9.4 The Contractor warrants to the Owner and Architect that
materiaIs and equipment furnished under the Contract will be
of good quality and new unless otherwise required or pennit-
ted by the Contract Documents, that the Work will be free
from defects not inherent in the quality required or permitted.
and that the Work will conform with the requirements of the
Contract Documents. Work not conforming to these require-
ments, including substitutions not properly approved and
authorized, may be considered defective. The Contractor's
warranty excludes remedy for dmuge or defect caused by
abuse, modifications not executed by the Contractor, improper
or insufficient maintenance. improper operation, or norrml
wear and tear under normal usage. If required by the Architect,
the Contractor shall furnish satist"2ctory evidence as to the kind
and quality of materiaIs and equipment.
9.5 Unless otherwise provided in the Contract Documents. the
Contractor shall pay sales, consumer, use, and other similar
taXes which are legally enacted when bids are received or nego-
tiations concluded, whether or not yet effective or merely
scheduled to go into effect. and shall secure and pay for the
building permit and other permits and governmental fees,
licenses and inspections necessary for proper execution and
completion of the Work.
9.8 The Contractor shall comply with and give notices
required by laws, ordinances, rules, regulations. and lawful
orders of public authorities be:lring on performance of thedWork. The Contractor shall promptly notify the Architect and
Owner if the Drawings and Specifications are observed by the
Contractor to be at variance therewith.
9.7 The Contractor shall be responsible to the Owner for the
acts and omissions of the Contractor's emplovees. Subcontrac.
tors and theIr agents and employees. and other persons per-
forming portions ot' the Work under a contract With the
C'Jntractor
AlA OOC\JMENT Al07' ...BBREVIATED OW:-;ER.CONTRACTOR AGREEMENT' :-II:-;TH EDITION. ...IA' . {) 1'111-
THE ....'oIERICAi'1 INSTITLTE OF ...RCHITECTS. I'.\~ :'-lEW YORK AVENt:E. :'-l W. WASHINGTON. D C ~t~~)()
A107-1987 6
WARNING: Unlane.d pholOCOtl'Vfng vtolMM U.S. e09'(~hll- and I. eubteC1 to 1e9.1 pt'OMCullon.
~
i.a The COnlr:lctor sh:ill reView. JpprrJve md submit to the
Architect 'ihop Dr:lwtI1gs, Product D:lta, 'iJ.ITlples md sun1lat
)ubmHuJs required by the Contnct DocumentS with re:LSOn-
Jble promptness The Work sh:ill be 10 JCcord:1nce with
approyed submltuJs. When professlon:1J certlfiC:H1on of per.
formmce cnteru of m;lterUls. systems or eqUIpment is required
bv the Contnct DocumentS, the Architect sh:ill b<: entitled to
rely upon the JCcuracv md completeness of such certifications.
9.9 The Contnctor shall keep the premises md surrounding
are:! free from accumulation of waste m;ltenili or rubbish
CJused by opentions under the Contnct. At completiOn of the
Work the Contr;lctor sh:ill remove from md about the Project
w;lSte matenili. rubbish. the Contncror's tools. construction
eqUIpment. machinery and surplus materWs.
9.10 The Contnctor sh:ill proVide the Owner and Architect
access to the Work in preparation and progress wherever
located.
9.11 The Contractor shall pay all roy:1Jties and license fees;
shall defend suits or claims for infringement of patent rights and
shall hold the Owner harmless from loss on account thereof,
but shall nm be responsible for such defense or loss when a
particular design, process or product of a particuW manuf.lc-
turer or manufacturers is required by the Contract Documents
unless the Contractor has reason to believe that there is an
infringement of patent.
9.12 To the fullest extent permitted by law, the Contractor
shall indemnify and hold harmless the Owner. Architect, Archi-
tect's consultants, and agents and employees of any of them
from and ag:Unst cl2ims, d2mages, losses and expenses. includ-
ing but not limited to attorneys' fees, arising out of or resulting
from performance of the Work, provided that such cWID, d2m-
age, loss or expense is amibut2ble to bodily injury, sickness,
disease or de3th. or to injury to or destruction of tangible prop-
erty (other than the Work itself) including loss of use resulting
therefrom, but only to the extent caused in whole or in part by
negligent acts or omissions of the Contractor, a Subcontractor,
anyone directly or indirectly employed by them or anyone for
whose acts they may be liable, regzdless of whether or not
such claim, d2mage. loss or expense is caused in part by a party
indemnified hereunder. Such obligation shall not be construed
to negate, abridge. or reduce other rights or obligations of
idemnity which would otherwise exist as to a party or person
described in this Paragraph 9. 12.
9.12.1 In cl2ims against any person or entity indemnified
under this Paragraph 9.12 by an employee of the Contractor. a
Subcontractor, anyone directly or indirectly employed by them
or anyone for whose acts they may be liable, the indemniflo-
tion obligation under this Paragraph 9.12 shall not be limited by
a limitation on amount or type of d2mages, compensation or
benefitS pavable by or for the Contnctor or a Subcontractor
under workers' or workmen's compensation acts, disability
benefit acts or other employee benefit actS.
9.12.2 The obligations of the Contractor under this Paragraph
9.12 shall not extend to the liability of the Architect, the Archi-
tect's consultants. and agents and employees of any of them
arislJ1g out of (1) the preparation or approv:1J of maps. drawings,
OpiniOns, reports. surveys. Change Orders. Construction
Change Directlves. deSigns or specifications. or (2) the giving of
or the faIlure to give directlons or Instructions by the Architect.
the .-\Ichltect's consultantS. and agentS and employees of my of
them provided such giving or faIlure to gIve is the pnmary
cause of the lJ1lury or damage.
ARTICLE 10
ADMINISTRA TION OF THE CONTRACT
10.1 The Architect will proVIde JdmlJ1lStratlon of the Contact
md Will be the Owner 5 representative ( I) dunng construction.
(2) unul tinal pavment is due md (.3) with the Owner's concur.
rence. from tune to tune during the correction period described
In P:.lJ'agrJph 18 l
10.2 The .-\Ichltect will visit the site at lJ1tervals appropnate to
the stage of construction to become generally familw with the
progress md quality of the completed Work and to determine
In general if [he Work is being performed lJ1 a manner lJ1dicat-
mg that [he Work. when completed. will be in accord:1nce with
the Contnct DocumentS. However. the .-\Ichltect will not be
required to make exhaustive or continuous on-site lJ1spections
to check quality or quantity of the Work. On the basis of on-
site observations as an architect, the Architect will keep the
Owner informed of progress of the Work and will ende3vor to
guard the Owner against defects and deficiencies in the Work.
10.3 The Architect will not have comrol over or charge of and
will not be responsible for construction means, methods, tech-
niques, sequences or procedures, or for safety prc:Clutions and
programs in connection with the Work, since these are solely
the Comractor's responsibility as provided in Paragraphs 9.1
and 16.1. The Architect will not be responsible for the Contnc-
tor's failure to carry out the Work in accorcUnce with the Con-
tract Documents.
10.4 Based on the Architect's observations and evaluations of
the Contractor's Applications for Payment, the Architect will
review and cenify the amounts due the Contactor and will
issue Certificates for Payment in such amounts.
10.5 The Architect will interpret and decide matters concern-
ing performance under and requirements of the Contract Docu-
ments on written request of either the Owner or Contractor.
The Architect will make initial decisions on all cl2ims. disputes
or other matters in question between the Owner and Contrac-
tor, but will not be liable for results of any interpret2tions or
decisions rendered in good faith. The Architect's decisions in
matters relating to aesthetiC effect will be fuul if consistent with
the intent expressed in the Contract Documents. All other deci-
sions of the Architect, except those which have been W2ived
by rnal<ing or acceptance of final payment, shall be subject to
arbitration upon the written demand of either party.
10.8 The Architect will have authority to reject Work which
does not conform to the Contract Documents.
10.7 The Architect will review and approve or take other
appropriate action upon the Contractor's submittals such as
Shop Drawings. Product Data and Samples. but only for the
limited purpose of checking for conformance with information
given md the design concept expressed in the Contract
Documents.
10.8 All claims or disputes between the Contractor and the
Owner arising out or relating to the Contract, or the breach
thereof. shall be decided by arbitntion in accord:1nce with the
Construction Industry Arbitration Rules of the American Arbi-
tration Association curremly in effect unless the parties mutu-
ally agree otherwise md subject [0 m iniual presentatiOn of the
claim or dispute to the Architect as required under Paragraph
10 S. Notice of [he demand for arbitration shall be filed in writ.
ing With the ocher party to this Agreement md with the .-\meri-
cm Arbitration ....ssoclJ{ion md shall be made wlthm a re2S0n-
able time after the dispute has :.lJ'15en. The award rendered by
7 A 107.1987
AlA DOCUMeNT A 107 . ABBREVIATED OW:-JER.CONTRACTOR t.C REEMENT . :-JINTH EDITION. .\l^. . @ 1987
THE .....'AERICAN INSTITt.:TE OF ARCHITECTS. 1'3~ :-JEW YORK AVENL:E, :-J W. WASHINGTON. 0 C zOOO6
WARNING: Unlk:enMd phofOCOPVlllQ v~ U.S. ~t 1- and III4Jbtec:t to IeQaI ptOMC\ItJon.
~
[he ublCl':ltor or ubltr.Hors sh;ill be: IiIl~. md judgment m;lV be
entered upon It Ul ;lccord.:U1ce with Jpphcable law Ul mv court
havlIlg JunsdiCllon thereof E~cep[ hy wnnen consenl of the
person (Jr enlllY sought [0 be IOlI1ed. no ubltr.ltion .ltlsing out
<)f or reI:HlIlg to the Contr.lct Documents sh;ill Ulclude. bv con.
solidation. 10lIlder or Ul my Other manner. my person or entity
not J pmy [0 the Agreement under whIch such .ltbitr:ltion
:Ul.S(:s. unless It IS shown at the tune the demmd for :ubltr:ltion
IS ftled [hJt ( I ) such person or enlllV 15 substWllally involved ill
J. common quesllon of fact or law. (2) the presence of such per.
son or enlity IS requited if complete relief IS [Q be accorded in
the :ublCr:ltion. (3) the illterest or responsibility of such person
or enllty 1I1 the maner IS not lI1SUbstwllal. md (4) such person
or entity is not the Architect or wy of the Architect's
employees or consulunts. The agreement herein among the
pmies to the i\greement wd my other written agreemem to
:ubitr:lte referred [Q herelIl sh;ill be specific;illy enforceable
under applicable law ill any court havillg jurisdiction thereof.
ARTICLE 11
SUBCONTRACTS
11.1 A Subcontr:.lCtor is a person or entity who has a direct
contr:.lCt with the Contractor to perform a portion of the Work
at the site.
11.2 Unless otherwise stated in the Comract Documents or the
bidding requirements, the Contractor, as soon as practiC2ble
wer Jwud of the Contract, sh;ill furnish in writing to the
Owner through the Architect the names of the Subcomractors
for each of the principal portions of the Work. The Comractor
sh;ill not contract with any Subcontractor to whom the Owner
or Architect has lTUde reasonable and timely objection. The
Contr:.lCtor shall not be required to COntr:.lCt with anyone to
whom the Comr:.lCtor has lTUde reasonable objection. Con-
tracts between the Contractor md Subcomractors shall (1)
require each Subcomractor, to the extem of the Work to be
performed by the Subcomractor, to be bound to the Contrac-
tor by the terms of the Comract Documents, and to assume
toward the Contractor all the oblig2tions and responsibilities
which the Comractor, by the Contract Documents, ~umes
toward the Owner and Architect, and (2) ;illow to the Subcon-
tractor the benefit of all rights, remedies and redress afforded to
the Comractor by these Contract Documents.
ARTICLE 12
CONSTRUCTION BY OWNER OR
BY SEPARATE CONTRACTORS
12.1 The Owner reserves the right to perform construction or
operations related to the Project with the Owner's own forces,
and to award separate contracts in connection with other por-
tions of the Project or other construction or operations on.the
site under conditions of the comract identical or substantially
similar to these, including those portions rel:ued to insurance
md waiver of subrogation. If the Contractor cWms that delay
or additional cost is involved because of such action by the
Owner. the Contractor shall make such cbim as provided else-
where in the Contract Documents.
12.2 The Comractor shall afford the Owner and separate con-
tractors reasonable opportunity for the Ultroduction and stor-
age of their materials and eqUlpmem and performance of their
activities. and shall connect and coordinate the Comractor's
construction and Oper:lllOns with theirs ;IS reqUired by the Con-
tract Documents.
12.3 Costs caused bv JeI;lVS. unproperlv tlmed JctlVltles or
defective construction shaH be borne bv (he pUtv responsIble
therefor
ARTICLE 13
CHANGES IN THE WORK
13.1 The Owner, without Invalidating the ContrAct. may order
chwges 1I1 the Work consistillg of J.ddillOns. delellons or modi-
ficallons. the Contract Sum and Contr:lct Time being adjusted
accordillglv Such chwges to the Work shall be authonzed by
written Chwge Order signed by the Owner, Contractor and
Architect. or by written Construction Chwge Directive signed
by the Owner wd Architect.
13.2 The COntr:lct Sum and Contr:lct Time shall be changed
only by Change Order.
13.3 The cost or credit to the Owner from a change in the
Work sh;ill be determined by mutual agreement.
ARTICLE 14
TIME
14.1 Time limits stated ill the ContrAct Documents are of the
essence of the Contract. By executing the Agreement the Con-
tractor confLrtllS that the Contract Time is a reasonable period
for performing the Work.
14.2 The date of Substantial Completion is the date certified
by the Architect in accordance with P:l.l'3.graph 15.3.
14.3 If the Contractor is delayed at any time in progress of the
Work by changes ordered in the Work, by labor disputes. fire,
unusual delay in deliveries, abnormal adverse weather condi-
tions not reasonably anticipatable, unavoidable casualties or
any causes beyond the Contractor's control, or by other causes
which the Architect determines lTUy justify delay, then the
Contract Time shall be extended by Change Order for such rea-
sonable time as the Architect lTUy determine.
ARTICLE 15
PAYMENTS AND COMPLETION
15.1 Payments shall be made :IS provided in Articles 4 and 5 of
this Agreement.
15.2 Payments lTUy be withheld on account of (1) defective
Work not remedied, (2) cWms fLied by third parties. (3) failure
of the Contractor to make payments properly to Subcomrac-
tors or for labor, materials or equipment, (4) reasonable evi-
dence that the Work cannot be completed for the unpaid bal-
ance of the Contract Sum, (5) d.:lmage to the Owner or another
contractor. (6) reasonable evidence that the Work will not be
completed within the Contract Time and that the unpaid bal-
ance would not be adequate to cover actual or liquidated d.:lm-
ages for the anticipated delay, or (7) persistent failure to carry
out the Work in accordance with the ContrAct Documents.
15.3 When the Architect agrees that the Work is subsuntial.ly
complete. the Architect will issue a Certificate of Substantial
Completion.
15.4 Final payment shall not become due until the Contractor
has delivered to the Owner a complete release of all liens arising
out of thIS Contract or receIpts 1I1 rulI coveriIlg all labor. mate-
rials and equipment for which a lien could be filed, or a bond
satisfactory to the Owner to lOdemOlfy the Owner against such
AlA DOCUMENT A107 . ABBREVIATED OW:'lER.CONTRACTOR AGREEMENT. NINTH EDITlON . AlA. ..~ 1987
THE A.\iERICAN INSTITL'TE OF .\RCHITECTS. 113~ NEW YORK AVENUE, N.W. WASHINGTON. DC. lOOO6
A107.1987 8
WARNING: U~ photIOCOPYI"9 vIoIetM U.S. ~riQht .... tnd Ia IUbtKt to ~ proMCUtion.
jk{
lien If such lIen re::m;uns unsall5tktl Jt"ter pavments Me:: made.
the ContractOr ih;ill re::t'untl t<) (he ()~ ner .ill mane': [hat the
Owner mav be com~Ued to pa\' In disch;Jrglng ~uch lien.
tncluding .ill costs md reasonable J[t<)rne\'~' fees
15.5 The makIng of fio:l1 payment sha.ll constitute ;J w:uver of
C!;l..lffiS bv the Owner exce::pt those Mlsmg from
.1 liens. cl;l..lffis. secuntv Ulterests (Jr encumbrwces MIS-
109 out of the Contracc .md unsetCled;
.2 f;ulure of the ""ork to complv With the requm:ments
of the Contracc Documents; or
.3 terms of SpeCial warrWCles re::quire::d bv the Contract
Documents.
Accepunce of tinal payment bv the Contractor, a Subcontrac-
tor or matert:ll supplier sha.ll constitute a waiver of claims by
that payee except those previously made in writing and identi-
fied by that payee as unsenled at the time of fmal ApplicatiOn
for Payment.
ARTICLE 18
PROTECTION OF PERSONS AND PROPERTY
18.1 The Contractor shall be responsible for initiating. main-
taining, and supervising all safety precautions and progr:uns in
connection with the performance of the Contract. The Con-
tractor shall take reasonable precautions for safety of. and shall
provide reasonable protection to prevent d:unage, injury or loss
to:
.1 employees on the Work and other persons who may
be affected thereby;
.2 the Work and materials and equipment to be incor-
porated therein; and
.3 other property at the site or adjacent thereto.
The Contractor shall give notices and comply with applicable
laws. ordinances. rules. regulatiOns and lawful orders of public
authorities bemng on safety of persons and property and their
protectiOn from d:unage. injury or loss. The Contractor shall
promptly remedy d;unage and loss to property at the site
caused in whole or in part by the Contractor. a Subcontractor, a
Sub-subcontractor. or anyone directly or indirectly employed
by any of them. or by anyone for whose acts they may be Ii2ble
and for which the Contractor is responsible under Subpara-
graphs 16.1.2 and 16.1.3. except for d:tm:tge or loss attribuu.ble
to acts or omissions of the Owner or Architect or by anyone for
whose acts either of them may be Ii2ble, and not anributa.ble to
the fault or negligence of the Contractor. The foregoing obliga-
tions of the Contractor are in addition to the Contractor's obli-
gations under Paragraph 9.12.
18.2 The Contractor shall not be required to perform without
consent any Work relating to asbestoS or polychlorinated
biphenyl (PCB).
ARTICLE 17
INSURANCE
17.1 The Contractor shall purchase from and maintain in a
companv or companies lawfuUy authorized to do business in
the lunsdicClon 10 which the Project is looted insurance for
protection from claims under workers' or workmen's compen-
saClon acts and ocher employee benefit acts which are applic.
able. clauns for damages because of bodily inlury. including
death. md from c!;l..lffiS for d:unages. other than to the Work
Itself. co pr<Jpert\' I>.hlCh ma\' MiSe ,Jut oJf <Jr result irom the
CuntclCtor i uperatlons under (he ('!ncr:Jc!. ~'hether such
nper:ltlons be bv the Contractor ,)r bv J :lUbcuntfa<.:wr ur .my.
<Jne <..lIre::ctlv lJr tndlre<.:tlv emploved bv mv uf chern. ThIS UlSllr-
Jnce shall be wntten for not less than lunlts of liabl.l1ty speCllied
In (he Contract [)Qcuments or reqUired bv law, whichever
coverage LS gre:Her. and shall Include contractual liabIlity msur-
ance :JppllClble ({) the Contr.!ctor's obligatlons under P:uagraph
9 \ 2 CemfiClteS of such lnsurwce sh;ill be tiled with the
O~ner poor to the commencement of the Work
17.2 The Owner shall be responsible for purchasmg md main-
taJI1mg the Owner's usual liability msurmce. Optlonally, the
Owner may purchase and maintain other lnsurance for self-
protection against c1:ums which may JrlSe from operations
under the Contract. The Contractor shall not be responsIble for
purchaslng and maintJ.\I1ing this optional Owner's liability
insurance unless speCltically required by the Contract
Documents.
17.3 Cnless otherwise provided, the Owner shall purchase
and maintain. in a company or companies lawfully authorized
to do business in the jurisdiction in which the Project is
located, property insurance upon the entire Work at the site to
the full inSurable value thereof. This insur:mce shall be on an :all-
risk policy form and shall include interests of the Owner. the
Contractor. Subcontractors and Sub-subcontractors in the
Work and shall insure against the perils of fife and extended
coverage and physical loss or d;unage including, without dupli-
cation of coverage. theft. vandalism and malicious mischief.
17.4 A loss insured under Owner's property insurance shall be
adjusted with the Owner and made payable to the Owner as
fiduciary for the insureds, as their interests may appear, subject
to the requirements of any applicable mortg;1gee clause.
17.5 The Owner shall file a copy of each policy with the Con-
tractor before an exposure to loss may occur. Each policy shall
contain a provision that the policy will not be canceUed or
allowed to expire until at least 30 days' prior written notice has
been given to the Contractor.
17.8 The Owner and Contractor waive all rights against Clch
other and the Architect. Architect's consultants. separate con-
tractors described in Article 12. if any. and any of their subcon-
tractors, sub-subcontraCtors, agents and employees, for d;un-
ages caused by fire or other perils to the extent covered by
property insurance obtained pursuant to this Article 17 or any
other property insurance applicable to the Work, except such
rights as they may have to the proceeds of such insurance held
by the Owner as fiduciary. The Contractor shall require similar
waivers in favor of the Owner and the Contractor by Subcon-
tractors and Sub-subcontractors. The Owner shall require simi-
lar waivers in favor of the Owner and Contractor by the Archi-
tect. Architect's consulunts. separate contractors described in
Article 12. if any. and the subcontractors. sub-subcontractors.
Jgents and employees of any of them.
ARTICLE 18
CORRECTION OF WORK
18.1 The ContractOr shall promptly correct Work rejected by
the Architect or f;uling to conform to the requirements of the
Contract [)Qcuments, whether observed before or after Sub-
stantial Completlon and whether or not fabncated. lnstalled or
completed. and shall correct any Work found to be not in
JCcordance with the. reqUirements of (he Contract Documents
Within J penod of one ve:1C from the date of Substantlal com-
9 A107-1987
AlA QOCUMINT .1010 ^88REVI^ TED OW:'olER.CONTR.\CTOR~GREE:.1E:'olT 0 :'<II:'olTH EDITlOI' . .~lA' . g; 198-
THE .\:.1ERICAN INSTITt:TE OF .\RCHITECTS. \-JS :'<IEW YORK ,WENLE. :'<I W W,~SHI:'olGTON. 0 C looo6
WARNING: UnllcerlMd photocoCJYlllQ ~ U.S. cOPV"9ht 1_ and I. aubjeCt to 1e981 ptOMCUtlon.
~
plellon of che Conrr:;acc or bv cerms or .lll applicable ~pecl:aJ ~'ar.
rmcv reqUired bv che Conrnct Documents. The provISions of
chIS Article 18 apply to ""ork done by SubconrraClOrS.IS well J.S
co ""ork done by direct employees of che Conrracwr
1 8.2 ~othang cont:tined In thIS Article 18 sh:aJl be construed to
est;Jblish J period of limlt;JlIon With respect to other obligations
which the Conrnctor mIght h;Jve under the Conrr:lCt Docu-
ments. Establishmenr of the time peClod or one year J.S
descClbed In Paragraph 18.1 rel:;ates only to the specllic obliga-
tion of the Conrl'2ctQ( to correct che Work, md has no relation.
shIp to the lime wlthan which the obligation to comply with the
Conrr:;act Documents may be sought to be enforced. nor to the
time withan which proceedings may be commenced to estab-
lish the Conrractor's liability with respect co the Conrraccor's
obligations other thm specific:aJly to correct the Work.
ARTICLE 19
MISCELLANEOUS PROVISIONS
19.1 The Conrl'2ct shall be governed by the law of the place
where the Project is located.
19.2 As between the Owner :md the Contl'2ctor. :my appli.
cable statute of limitations sh2l1 commence to run and any
alleged causc of :;action shall be deemed to have accrued:
.1 not later than the date of Substantial Completion for
acts or failures to act occurring prior to the relevant
date of Substantial Completion;
.2 not later than the date of issuance of the fmal Certifi.
cate for Payment for acts or fa.i.Iures to act occurring
subsequent to the relevant date of Substantial Com.
pletion and prior to issuance of the finaJ Certificate for
Payment: and
.3 not later than the date of the relevant act or failure to
act by the Contractor for acts or failures to act occur.
ring after the date of the finaJ Certificate for Payment.
ARTICLE 20
TERMINA TION OF THE CONTRACT
20.1 If {hI: .\rchltl:ct f:1Ils to rl:commend pa\'menc for J perIud
uf ,~() Jav~ through no fault Dr the Cuntractor. or If the Owner
falls t() make pavment thereon for J perIod of 50 <.1:1vs. the Con-
tractor ma\', upon seven Jdditlon:aJ <.1:1\'s' written notice to the
Owner and the Architect. term mate the ContrJct md recover
from the Owner payment for ""ork executed md for proven
loss with respect to materials. equipment. tools. and construc.
tlon eqUlpmenr and machinel'\', including re:lSonable overhead,
prot1t and d:lIT\ages applicable to the Prolect.
20.2 If the Conrraccor defaults or persistently fails or neglects
to carry out the Work in accordance with the Contract Docu-
ments or fails to perform a provision of the Contract, the
Owner, after seven days' written notice to the ContractOr and
without prejudice to :my other remedy the Owner may have,
may make good such deficiencies and may deduct the cost
thereof, including compensation for the Architect's services
and expenses made necessary thereby, from the payment then
or thereafter due the Contractor. Alternatively, at the Owner's
option, and upon certification by the Architect that sufficient
c:.lUSC exists to justify such action. the Owner may terminate the
Contract and take possession of the site and of all l112terials,
equipment. tools, and construction equipment and machinery
thereon owned by the Contractor and l112Y futish the Work by
whatever method the Owner may deem expedient. If the
unpaid balance of the Contract Sum exceeds costs of finishing
the Work, including compensation for the Architect's services
and expenses l112de necessary thereby, such excess sh2l1 be
p:tid to the Contractor, but if such costs exceed such unpaid
balance, the Contractor shall pay the difference to the Owner.
AlA DOCUMeNT A107 . ABBREVIATED OW:-IER.CONTRACTOR AGREEMENT. ~INTH EDITION' AlA. .'S) 1987
THE ...."IERICA:-I I:-ISTITLTE OF ARCHITECTS. I ~n NEW YORK AVENL'E. :-IW, WASHINGTON. D.C. !oo06
A107~1987 10
WARNING: UnIJceMed photDcopvlng vloIne u.s. ~ I-. MId Ie IUtJleCt 10 ~ pt'OMCUtIon.
~
ARTlClE 21
OTHER CONDITIONS OR PROVISIONS
This Agreement entered into as of the day and year first written above.
O~NER MIAMI BEACH REDEVELOPMENT AGENCY
CONTRACTOR RUSSELL BUILDING MOVERS, INC.
(Signature)
(Signature)
(Pnnted name and tit/e)
(Prlnted na11U! and tit/e)
~ CAUTION: You should sign In orlglnll AlA document which. hIS this elution printed In red.
WW An original a..ures thlt changes will not be obscured a. mlY occur when document. Ire reproduced.
AU. DOCUMIHT A107. ABBREVIATED OWNER.CONTRACTOR AGREEMENT. SlNTlt EDITION · .\IA. · ~ 1911~
THE AMERICAN INSTITUTE OF ARCHITECTS. 1"3~ NEW YORK AVENl:E. N.W. WASHINGTON. DC. 20006
11 A107-1987
wARNlHG: u~... ~...... u.s. oopvrtgtlt...'" .1UIlfeCt III.... ~.
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RIDER TO ABBREVIATED FORM OF AGREEMENT BETWEEN MIAMI BEACH REDEVELOPMENT
AGENCY, AS OWNER, AND RUSSELL Bun.DING MOVERS, INC., AS CONTRACTOR
The following Rider changes. deletes from or adds to the "Abbreviated Form of Agreement between
Owner and Contractor" (the "Agreement"), AlA Document AI07 (1987 Edition). When any Article of the
Agreement or any Paragraph. Subparagraph or Sub-subparagraph thereof is modified, deleted, amended,
superseded, or added to by this Rider, the unaltered provisions of such Article, Paragraph, Subparagraph, or Sub-
subparagraph shall remain in full force and effect. All dermed terms in this Rider shall have the same meaning as
in the Agreement, except as otherwise noted. In the event of any conflict between the provisions of the
Agreement and the provisions of this Rider, this Rider shall control.
ARTICLE 1; GENERAL PROVISIONS.
Add the following as Subparagraphs 1.2, 1.3, 1.4, and 1.5:
1.2 A description of the overall Project being undertaken by Owner is as follows: A multi-level
parking garage having approximately 800 parking spaces, plus limited retail and accessory uses within the garage,
generally in accordance with the Final Construction Design Drawings drawn by Zyscovich, Inc. (the" .A.rchitect")
(the "Project"), which will serve as a municipal parking garage as well as for parking for the Loews Miami Beach
Hotel, which Hotel is not included within this Project. The Project is to be located within an area bounded by
Washington and Collins Avenues between 15th and 17th Streets, Miami Beach, Florida, including extension of
16th Street leading to the Hotel main entrance across Collins Avenue. A legal description of the Project site is
attached hereto as Attachment "A." The Project is being developed for Owner by St. Moritz Hotel Corp., a
Florida corporation (the "Developer"), as a fee~veloper and independent contractor for the Owner pursuant to
that certain Garage Development Agreement, dated as of September 20, 1996, between Owner and Developer.
Contractor shall perform its services hereunder in recognition of such engagement of Developer, and shall
cooperate with Developer in connection with the development and construction of the Project. It is expressly
acknowledged that the Developer is a third party beneficiary of this Agreement.
1.3 Contractor's scope of Work shall be as follows:
Two (2) historic structures (the Anchor Hotel and the Justice of the Peace Building)
(the "Historic Buildings") are to be relocated to the Project site and installed on new foundations built by others,
all in accordance with the Drawings and Specifications. Without limiting the generality of the foregoing,
Contractor's scope of Work includes, without limitation, the following:
PHASE I - PREPARATION AND REMOVAL
1. Anchor Buildin~:
a. Excavation around the grade slab to access the bottom of the existing slab.
b. Installation of temporary steel structural system allowing the building to be removed.
c. Bracing of the building as may be required by site conditions so as to minimi7~ damage.
d. Transportation of the building to a temporary location (to be determined by Owner)
within the general area of the Project site.
e. Removal of the wheels and positioning the building approximately 4 feet above ground.
f. Shoring and waterproofing the building to minimi7.e damage while in storage.
g. Installation of a temporary 6 foot high security fence with gate immediately around the
perimeter of the building.
2. Justice Buildin~:
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a. InstaUation of a temporary structural frame immediately below the concrete tie-beam
(approximately located below the lower "eye-brow").
b. Saw cutting the existing perimeter wall at the location referenced in 2.a above.
c. Demolition and removal of existing interior lower-level improvements (including
windows, walls, stair/railing, doors, glass block and any other items on the ground
floor) and storage of these items in the upper level of the building for Owner to reuse.
d. Bracing of the building as required by site conditions to minimi7.e damage.
e. Transportation of building to temporary location (to be determined by Owner) within
the general area of the Project site.
f. Shoring and waterproofing the building to minimi7.e damage while in storage.
g. Installation of a temporary 6 foot high security fence with gate immediately around the
perimeter of the building.
PHASE 2 - STORAGE AND MAINTENANCE
Owner will engage a separate General Contractor (the "General Contractor") to construct the Project within a
time frame to be determined. The Contractor shall store the Historic Buildings on the Project site until relocation
and attachment as described in Phase 3, below. During this time, the Contractor shall provide the following
services:
1. Maintain both Buildings in a secured and waterproofed manner.
2. Secure both Buildings with required security fences and repair fences, as may be required.
PHASE 3 - RELOCATION AND ATIACHMENT
Owner reserves the right, at its sole discretion. to elect: (i) to have the Contractor proceed with this Phase.
pursuant to this Agreement or, (ii) to have Contractor assign the Scope of Work set fonh in this Phase 3 to the
General Contractor. In either event, the Contractor fully acknowledges and agrees that the Scope of Work and
portion of the Contract Sum corresponding to this Phase 3, shall remain in full force without adjustment except as
provided herein.
The Scope of Work for this Phase 3 includes, but is not limited to the following:
1. Anchor Buildina;:
a. Consultation with the Owner, General Contractor and Architect as to all matters related
to the construction of the new foundation to be constructed by the General Contractor.
b. Consultation with the General Contractor as to the construction of an approach ramp
(approximately 252 feet wide with a slope not to exceed 1: 12, accessing the excavation
where the new foundation is to be constructed), to be build by the General Contractor.
Prior to the final relocation of the building, the General Contractor will also provide a
top of footing level and graded, with a consistent and dry surface in the adjacent area.
c. Consultation with the General Contractor with respect to backfill under the floor slab
after Contractor completes the removal of the temporary steel framework, as well as
the need for any backfilling required under or around the base of the building.
d. Re-installation of wheels below the building's temporary bracing system.
e. Transportation of the building to the new foundation and placement of the building over
the new foundation in a level condition (approximately 48 inches in height, from the top
of the footing to the bottom of the building).
f. Construction of new masonry, stemwalls and columns above the footing (such footing
to be constructed by General Contractor) to the bottom of building.
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g. Release and withdrawal of the steel framework from inside and/or under building.
h. Completion of new masonry work in places where the framework originally occupied
space.
1. Relocation of the building will include concrete floor slab with the terrazzo fInish and
all interior improvements.
j. As existing steel columns may extend into footings. Contractor may have to cut the
bottom ends of the steel columns to lift the Buildings. (Repairs to the ends of the steel
columns to be performed by a third-party as required.)
2. Justice Buildin~:
a. Consultation with the General Contractor with respect to backfill under the floor slab
after Contractor completes the removal of the temporary steel framework, as well as
any backfilling required under or around the base of the building prior to the relocation
of the building.
b. Re-installation of wheels below the building's temporary bracing system.
c. Transportation of the building to new location.
d. Positioning of the building at proper elevation, in a level condition.
e. Coordination with the General Contractor to finish the construction of stemwalls and
columns.
f. Release the framework and withdraw it from the inside under the building after
completion by General Contractor.
Contractor's Scope of Work shall also include the following:
1. Contractor shall exercise care to prevent any damage to the Historic Buildings. However,
Contractor will not assume responsibility for any damage which may be the result of its Scope of
Work.
2. Owner shall be responsible for remediation of any identified environmental hazards.
3. Contractor shall leave temporary bracing and weatherproofing materials, with such materials to
remain Owner's property, for reuse by the General Contractor or any other party.
4. Contractor will remove all of debris at its cost (without profit or mark-up), or by Owner (with
the options at Owner's sole discretion).
S. Contractor shall provide all general conditions, including but not limited to: temporary utilities,
fencing, and portable toilets. The Contract Sum includes all general conditions. However,
Contractor's Scope of Work excludes hurricane protection.
6. The Contractor shall be responsible for obtaining any and all required governmental permits and
approvals pertaining to its Scope of Work.
1.4 Owner has conducted environmental audits of the Project site. Any and all hazards within the
Historic Buildings and/or Project site as disclosed by Owner's environmental audits will be fully remedied by
Owner prior to the execution hereof.
1.5 Contractor represents that it is duly licensed as a general contractor by the Florida Department
of Professional Regulation with extensive knowledge and experience in moving and relocating building and
building structures. Contractor shall maintain such license in good standing.
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ARTICLE 2; DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION.
Add the following at the end of Subparagraph 2. 1 :
The Work shall commence on the date of this Agreement.
Delete Subparagraph 2.2 and replace it with the following:
The Contractor shall achieve Final Completion of each Phase as follows:
PHASE 1: PREPARATION AND REMOVAL
The Contractor shall achieve Final Completion no later than thirty (30) days after the work is commenced
(the "Completion Deadline") unless the time frame is extended by Owner at its sole discretion.
PHASE 2: STORAGE AND MANAGEMENT
The Contractor shall provide the services for this Scope on a monthly basis, estimated not to exceed sixty
(60) days after Phase 1 is completed. However, Owner, may at its sole discretion, extend this timeframe
provided that written notice is given to Contractor and Contractor is compensated on a per diem basis as
provided herein.
PHASE 3: RELOCATION AND ATTACHMENT
Subject to the Owner's engagement of a General Contractor for the Project, the Date of Commencement
and Final Completion will be mutually determined. However, this Phase shall be completed no later than
October I, 1997.
ARTICLE 3; CONTRACT SUM.
Add the following as Subparagraphs 3.4, 3.5, and 3.6:
3.4 Contractor hereby specifically acknowledges and declares that the Contract Documents are full
and complete, are sufficient to have enabled the Contractor to determine the cost of the Work therein in order to
enter into this Agreement and that the Drawings, the Specifications, and all addenda are sufficient to enable it to
construct the Work outlined therein in accordance with applicable laws, statutes, building codes and regulations,
and otherwise to fulfill all its obligations hereunder. The Contractor further acknowledges that it has visited the
site, examined all conditions affecting the Work, is fully familiar with all of the conditions thereon and affecting
the same, and, having carefully examined all Drawings, Specifications and addenda that there are no discrepancies
or omissions in the Contract Documents.
3.5 Notwithstanding anything to the contrary contained in this Agreement, Contractor acknowledges
and agrees that Developer's role in the Project is that of a fee-developer only and that Developer is not responsible
in any manner for payments to Contractor pursuant to this Agreement. Contractor further acknowledges and
agrees that its only recourse, in the event of nonpayment for services performed by Contractor pursuant to this
Agreement, is with respect to the Owner and not the Developer.
3.6 All wages regarding the Project shall be based on the Project being at prevailing wage (as
prescribed by the requirements of City Ordinance No. 94-2960.
3.7
follows:
The Contract Sum includes full consideration for various Phases of the Scope of Work as
S 50,000.00
Phase 1
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Phase 2
$ 6,000.00
$ 40,000.00
Phase 3
TOTAL
$ 96,000.00
per each building
The Contract Sum will be increased by an amount of $75 . 00 for each additional day the Buildings are
stored on site. prior to commencement of Phase 3. This amount includes full consideration of all Contractor's
relevant costs. inclusive of any rental equipment.
The Contract Sum will be decreased by the amount set forth as Phase 3. above. if Owner elects to have the
General Contractor provide the Phase 3 Scope as discussed in subparagraph 1.3, Phase 3 above.
ARTICLE 4; PROGRESS PAYMENTS.
Add the following as Subparagraph 4.1:
Applications for Payment to be submitted by the Contractor to the Developer on the 25th of the month
for Developer's review. approval and submittal with the monthly requisition of funds to the Owner. Three (3)
originals of AIA Document G702 and AIA Document G703 (or equivalent forms approved by OwnerlDeveloper)
together with a certification that stored materials are in place both on-site and off-site and secured in a manner
acceptable to OwnerlDeveloper. Such application for payment shall contain a breakdown by trade or other
categories reasonably acceptable to OwnerlDeveloper, completed to the reasonable satisfaction of
OwnerlDeveloper and executed by the Contractor and the Consultant. The application for payment as it relates to
the Contractor shall be reduced by a 10% retainage on the work of the Contractor until 50% of the work for each
Phase is completed, at which time it will be reduced to 5 % until completion of the Project. Upon completion of
the Project and in accordance with the Requirements for Final Completion Section, the retainage shall be paid.
subject to a holdback for puncblist amount as reasonably determined by the Consultant. which will be held until
final disbursement as further described in the Requirements for Final Completion Section.
Delete Subparagraph 4.2.
ARTICLE 6; ENUMERATION OF CONTRACT DOCUMENTS.
Add the following as Subparagraph 6.1.2:
The Ryder to Abbreviated Form of Agreement Between Miami Beach Redevelopment Agency, As
Owner, and Russell Building Movers, Inc., as Contractor.
Add the following as Subparagraphs 6.1.3, 6.1.4. 6.1.5. 6.1.6:
The Specifications. Drawings and Addenda and other documentation forming a part of the Contract
Documents are attached as Attachment "B".
ARTICLE 10; ADMINISTRATION OF THE CONTRACT.
Add the following as Subparagraph 10.9:
Notwithstanding anything to the contrary contained herein. Neither party shall be required to submit to
arbitration unless both parties agree to arbitration as to such matter. It is of the utmost importance that the Project
be completed in a timely manner regardless of any Claim, dispute, litigation, or arbitration. Therefore, unless
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otherwise agreed by the Owner. Developer, and the Contractor in writing, during the pendency of any Claim,
dispute. litigation, or arbitration, the Contractor shall carry on the Work and maintain the progress schedule
notwithstanding the pendency of any such Claim, dispute, litigation, or arbitration proceeding, and the Owner
shall continue to make payments to the Contractor in accordance with the Contract Documents during such period.
Add the following as Subparagraph 10.10:
For the purposes of the Contract Documents, the term "Architect" shall mean the Owner or the
Developer as Owner's designee, except when the context requires the professional judgment or opinion of the
Architect. The Owner is the administrator of the Contract Documents, with the advice of the Architect.
ARTICLE 13: CHANGES IN THE WORK
Add the following at the end of Paragraph 13.1:
Contractor, when requested by the Architect, OWner or Developer, will submit suggestions and prices to make
changes in the Work. All prices and suggestions will be submitted to the Architect and the appropriate engineers
for approval, with final approval to be made by Owner in its sole discretion.
The Architect shall issue a bulletin describing the scope of the change, stating the necessity for the change, who
requested it, and describing what is to be done. The Contractor shall prepare an itemized cost estimate of the
change for review by the Architect and approval by the Owner, including the following:
1. Value of old Work, if any.
2. Value of new Work.
3. Difference in cost, if any.
Once approved in writing and signed by the parties as provided, the Contractor shall expedite the changed Work
to minimi7.e any impact the change may have on the overall construction schedule.
The percentage fee for overhead and profit combined, to be added to the Cost of the Change in determining the
total cost to the Owner, shall be based upon the following schedule:
1. For any Work performed by the Contractor's own forces, ten (10%) percent of the cost of the
Changes;
2. For any Work performed by a Subcontractor or forces under the Subcontractor including any
Sub-subcontractors or persons not in the direct employ of the Subcontractor, a total seventeen
and one-half (17.5%) percent of the Cost of the change, with ten (10%) percent to be assigned to
the Subcontractor and any forces under him and seven and one-half (7.5 %) percent to be
assigned to the Contractor.
ARTICLE 15; PAYMENTS AND COMPLETION.
Add the following at the end of Subparagraph 15.1:
The form of Application for Payment shall be a notarized AlA Document G702, Application and
Certificate for Payment, supported by AlA Document G703, Continuation Sheet. All Applications for Payment
shall be submitted to both the Architect and the Owner (with a copy to Developer). All progress payments are
subject to a retainage as set forth in Article 4.1. Each Application for Payment shall be accompanied by properly
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1 executed and acknowledged Partial Releases effective through the preceding month's Application for Payment.
2 The Contractor shall, prior to submission of the second and each subsequent Application for Payment, furnish to
3 the Owner a statement certifying that all funds received in accordance with the prior Application were disbursed
4 to pay costs of the Work as shown on the immediately preceding Application for Payment, and, if the Application
5 excludes amounts due to any subcontractor or supplier due to a dispute between Contractor and such pany, a
6 statement as to the nature and status of the dispute.
7
8 Owner shall be entitled to require a Contractor's Affidavit in connection with any progress payment.
9 With each requisition for progress payment, the Contractor shall furnish to the Owner a duly executed release of
10 lien from each and every lienor who has furnished a Notice to Owner covering previous requisitions, such release
11 of lien to be in form and content acceptable to Owner. It is agreed that at any time and from time to time the
12 Owner may waive the requirement of the evidence that payrolls, bills, and other indebtedness connected with the
13 Work have been paid for, may waive the requirement of the statutory affidavit from the Contractor before fmal
14 payment, may waive the requirement of any other affidavit, may waive the requirement to furnish partial and final
IS releases, may waive any irregularity or defect in any affidavit or release, may waive any holdbacks or the right
16 thereto, and may waive any other requirements with respect to supporting documents in connection with making
17 any payment to the Contractor, aU without prejudice to the Owner's rights under the Contract Documents or
18 otherwise.
19
20 Delete Subparagraph 15.3 and replace it with the following:
21
22 Requirements of Final Completion are as follows:
23
24 15.3.1 Architect's Certification - Compliance with construction documents.
2S
26 15.3.2 Geotechnical Engineer Repon - Excavation, backfilling and compacting for structure, utilities
27 and paving, earthwork, site preparation, aggregate materials and post-construction conditions survey update.
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29 15.3.3 Structural Engineer - Threshold Inspection and Certification.
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31 15.3.4 Surveyor - Foundation Location Certification.
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33 15.3.5 City of Miami Beach building Department Final Inspection.
34
35 15.3.6 Acceptance of work by general contractor to be engaged by Owner to construct Garage (if the
36 general contractor is identified or engaged at the time of completion).
37
38 15.3.7 Contractor's Final Release of Lien.
39
40 Add the following as Subparagraphs 15.6 and 15.7:
41
42 15.6 Before final payment will be made to the Contractor, the Contractor shall furnish to the Owner:
43 (i) an affidavit complying with Florida Statutes Section 713, which affidavit will show that lienors have been paid
44 in full, if that is the fact, or else shall state the name of each lienor who has not been paid in full and the amount
45 due or to become due to each such lienor for labor, services, or materials furnished, and the Owner shall have the
46 right to pay directly any lienor listed on such affidavit, and any other lienor who has given notice to the Owner, or
47 whose existence is otherwise known to the Owner, and (ii) a Final Waiver and Release of Contractor's Lien, in
48 form and content acceptable to Owner.
49
50 15.7 Notwithstanding anything to the contrary in the Contract Documents, it is understood that the
51 Owner shall not be obligated to make payment on account of any part of the Contract Sum which is not a proper
52 payment within the meaning and construction of all laws relating to liens. The Contractor agrees that aU
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payments made to material suppliers or to Subcontractors for labor and services shall be accompanied by a
direction that the payment shall be applied to the account for Work or services performed or materials supplied in
connection with the Work.
ARTICLE 17; INSURANCE AND BONDS.
Add the following as Subparagraphs 17.7, 17.8, 17.9, and 17.10:
17.7 If Contractor fails to furnish any insurance to be maintained by the Contractor, the Owner shall
have the right at its option to take out and maintain such insurance, at the Contractor's cost.
17.8 All job site insurance provided by the Contractor and/or Subcontractors shall be kept in force at
all time during the performance of the Work and, as a minimum, until fInal acceptance of the Work by the
Architect and Owner and shall be issued by carriers acceptable to Owner. Contractor and all Subcontractors shall
not bring equipment or personnel onto the site until the Contractor delivers to Owner Certificates of Insurance
evidencing the coverages and fulfilling the other requirements specified herein. All such Cenificatcs shall
expressly provide that no less than thirty (30) days' prior written notice shall be given Owner and Developer in
the event of material alteration to the coverages evidenced by such Certificates.
17.9 All insurance provided by the Contractor and/or Subcontractors shall include Owner, the City of
Miami Beach, Developer, Loews Hotels, Inc., and their respective parents, subsidiaries, and affiliates, named as
additional insured parties to same.
17.10 Notwithstanding anything to contrary contained in this Article 17, Contractor shall be required
to maintain the insurance coverages set forth in Section 2.10 of the Garage Development Agreement, which
Section is incorporated herein as if set forth in full. Developer shall be named as an additional insured on all such
insurance policies maintained by Contractor. Provided, however, the amounts as set forth in Article 17, Section
2.10 of the Garage Development Agreement are modified as follows:
a. Comprehensive General Liability: $1,000,000
b. Worker's Compensation and Employer's Liability: as required by Law.
c. Comprehensive Automobile Liability: $500,000
d. Excess Umbrella Liability: Coverage not required.
Add the following at the end of Sub-subparagraph 17.3:
However, Owner shall not be responsible for Contractor's tools or equipment.
Add the following at the end of Subparagraph 17.6:
The waivers provided for in this Subparagraph shall not apply or be effective to the extent such waivers
would cause an elimination or reduction of coverage under any insurance policy providing protection to the Work,
the Owner or the Owner's property, the Contractor and/or any Subcontractor.
ARTICLE 21; OTHER CONDITIONS OR PROVISIONS.
Add the following as Article 21 of the Agreement:
21.1 RESPONSIBILITY OF CONTRACTOR
21. 1. 1 Contractor shall be responsible to the Owner and the Architect for any and all acts and omissions
of the Contractor, its agents, employees, Subcontractors, Sub-subcontractors, material suppliers, and laborers,
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shall refer to this Agreement, as distinguished from the Article, Paragraph, or Subparagraph within which such
term is located.
21.7 CORPORATE OBLIGATIONS
21.7. 1 It is expressly understood that this Agreement and obligations issued hereunder are solely
corporate obligations, and that, except for conversion, fraud, or willful misconduct, no personal liability will
attach to, or is or shall be incurred by, the incorporators, stockholders, officers, directors, or employees, as such,
of the Owner or Contractor, or of any successor corporation. or any of them, under or by reason of the
obligations, covenants or agreements contained in this Agreement or implied therefrom; and, except for
conversion, fraud, or willful misconduct, that any and all such personal liability, either at common law or in
equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator,
stockholder, officer, director, or employee, as such, or under or by reason of the obligations, covenants or
agreements contained in this Agreement or implied therefrom are expressly waived and released as a condition of,
and as a consideration for, the execution of this Agreement.
21.8 ATTACHMENTS
21.8.1 Each and every Attachment referred to or otherwise mentioned in this Agreement is attached to
this Agreement and is and shall be construed to be made a part of this Agreement by such reference or other
mention, in the same manner and with the same effect as if each Attachment were set forth in full and at length
every time it is referred to or otherwise mentioned.
21.8.2 LIST OF ATTACHMENTS
Attachment ~ A ~ - Legal Description.
Attachment ~B ~ - Specifications, Drawings and Addenda.
Attachment ~C~ - Provisions of Garage Development Agreement.
21.10 THIRD PARTY BENEFICIARY
21.10.1 The parties to this Agreement agree and acknowledge that the Developer is a third party
beneficiary of this Agreement and that the services being performed in connection with this Agreement are being
performed for the benefit of the Developer.
21.11 GARAGE DEVELOPMENT AGREEMENT
21.11.1 Contractor acknowledges that it has received a copy of the Garage Development Agreement, and
that it shall comply with the provisions thereof applicable to Contractor, all of which provisions are incorporated
herein by reference as if set forth in full. Without limiting the generality of the foregoing, attached hereto and
made a part hereof as Attachment .C. is a copy of Section 2.7 and Article IV of the Garage Development
Agreement. In accordance with Section 2.7, Owner hereby appoints as Owner's auditor. In
MI970980.009
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addition, Owner shall have the right to directly purchase construction materials in order to achieve savings in
applicable sales taxes.
OWNER:
MIAMI BEACH REDEVELOPMENT AGENCY
ATTEST:
By:
By:
Robert Parcher
Secretary
Seymour Gelber
Chairman
CONTRACTOR:
RUSSELL BUILDING MOVERS, INC.
ATTEST:
By:
Name:
Title:
By:
Secretary
MI970980.009
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A 'IT ACHMENT . A .
LEGAL DESCRIPTION
Bf~: I 7362rro I 00
LEGAL DESCRIPTION:
Lets 8.9.10./1.12 and 13.81ock 57.Flsters FIrst SubdivIsIon of Mon BeaCl7,acccrdlng to tte
Plat tterfJd.as r<<::ord~ In Plat Book 2.PcgtJ 17 tf fte PublIc R8COrds at Dade Coon!y.Florfda.
fogtJ/ht!Jr with all" 16th Slrw (Alet'W 'e- J,ItJS$ and fJJ(~ tte , oJlONI ng dascrl btJd /Xlrcel:
BEGINNING at tl7ll Scuftwe.sf cor"",. a' Block 54 cf' scld Flsters FIrst SubdivIsIon of Alton
&ocI1 Plat: ttwa North 880' 5.J- East along lte Swrh II"" cf scld Block 54.0 dIstance (J/
4-43.D8 '..to tM ScutteastcorlW' cf' sold Block 54rttenctJ South or .J5'04'W~.a dIstance of
96.26 '..to a poIrt" QI$fJ with a tanged QlfWJ CtJnCtMto tM ScuthNesf: tfenctJ along Ite arc of
sold QlfW to thl 1,.,t.htNlng a radIus ~ 25.00 ,. and a CtJItra/ongl. " 9(f(X)' CKl.an arc dIstal
a' J9B '..to 0 poIrt~ ta~flrlta North BZ24' 52' West. a dIstance cf' 2475 'fJtII:tlr!Jnce
SCtlfh 88 00' s:s- Wast altJrtfl a II,. 8JXJ f<<ll North ~ and porallfJI with, as mtJt1.surfJd at rlglt angltJ,S
to tf1/l North 11,. 0' Block 51 ~ sold plot.a dIstance cf' J82J8 ffJtll to a pO/r; on tte E(J$/fJr!y Rlgtt
-cf-W~ lIne ~ WMlingfon ~ thtJnctl North or 59' If W~ along sold EosttJr!y Rlglt-of- .
Wc,y llne.a dIstance ~ 62J)(} (- to tte SwthNfJSf corntJr of seld Block 54 and tte Point of btJglnnl
5<1ld lands lyIng and being In tfe City a' ""aml8tJach and ccnfalnlng 65910 squcrfJ ff!Jet 05131
AcrfJS) mer, or 1tJS$.
~
I. PLANS
Attachment "B"
Plans and Specifications Index
1. Civil Engineering
Prepared by: Consul-Tech Engineering, Inc.
Dated: 3/1/97
(*)
C-l
C-2
Paving, Grading and Drainage Plan
Utility Plan
2. Architectural
Prepared by: Zyscovich, Inc.
Dated: 3/1/97
(*)
(*)
(*)
A-lOl
A-l02
A-300
A-302
A-SOO
A-SOl
A-S02
Demolition Plan
Site Plan / Ground Floor Plan
Ground Floor Plan - A
Second Floor Plan - A
North Elevation
East / West Elevations
South Elevation
3. Structural Engineering
Prepared by: Donnell Duquesne & Albasia
Dated: 3/1/97
(*)
S-lOl
S-202
S-305
S-306
Partial Foundation Plan
Foundation Details
Foundation Details
Foundation Details
(*) For information only.
~
II. SPECIFICATIONS
Prepared by: Zyscovich, Inc.
Dated: 3/1/97
01000
01040
01045
02100
02200
02201
02222
02227
02830
03300
02600
07100
07125
07150
07160
07900
07950
Geotechnical Report
Project Coordination
Cutting and Patching
Site Preparation
Earthwork
Earthwork for Buildings
Excavating, Backfilling and Compacting for Utilities
Aggregate Materials
Chain Link Fence and Gates
Cast-In-Place Concrete
Grout
Waterproof Deck Coating
Sheet Membrane Waterproofing
Cementitious Waterproofing
Waterproof Slab Underlayment
Joint Sealers
Expansion Control Systems
III. GEOTECHNICAL ENGINEERING REPORT
Prepared by: Langan Engineering Services, Inc.
Dated: 12/1/95
Technical Specification Review Letter
Prepared by: Langan Engineering Services, Inc.
Dated: 4/10/97
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Ms. Alexandra Rolandelli
M.B. Redevelopment Inc.
407 Lincoln Road, Suite 6-K
Miami Beach, Florida 33139
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RE: Technical Specification Review
Anchor Place Shops & Public Parking Garage
Loews Miami Beach Hotel
Miami Beach, Florida
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<:::rl?::,f'Cl ~,1 '~>:r'zalez. P E
Dear Alexandra:
Per our 29 January 1997 proposal, including Addendum 1 dated 7 April 1997, and your 4 April 1997 verbal
authorization, we have reviewed the geotechnical-related aspects of the six pertinent Technical
Specification sections. These specifications were included in the "Project Manual, Anchor Place Shops &
Public Parking Garage", prepared by Zyscovich, Inc. and dated 1 March 1997 which was transmitted to us
on 8 April 1997. The reviewed specifications include:
02050 - DEMOLITION
02100 - SITE PREPARATION
02200 - EARTHWORK
02201 - EARTHWORK FOR BUILDINGS
02222 - EXCAVATION, BACKFILLING AND COMPACTING FOR UTILITIES
02227 - AGGREGATE MATERIALS
The review was made to verify general concurrence of these specifications with our Geotechnical Report
and also to verify that the existing dewatering and shoring/bracing specifications were suitable for the
revised Anchor Hotel building foundation design.
All references to "testing laboratory" should be changed to "geotechnical engineer" in the aforementioned
specifications. Our comments and recommended revisions and/or additions are as follows:
02050 - DEMOLITION
1. Add the following as Paragraph 1.02.D:
"Section 02200 - Earthwork"
2.
Replace Paragraph 3.03.F with the following:
"Demolish and remove all miscellaneous fill and remnants of former foundations and utilities from the
footprint area of all proposed structures. Where found, remove former pile foundations to at least 2.5
ft below new footings and floor slabs."
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3. Replace Paragraph 3.04.C with the following:
"Place and compact fill materials per requirements of Section 02200, unless subsequent excavation
for new work is required."
02100 - SITE PREPARATION
No Comments
02200 - EARTHWORK
1. Revise the first sentence of Paragraph 1.05.0 as follows:
"The following tests shall be performed as necessary on each type of on-site or imported soil material
used as compacted fill as part of construction testing requirements."
2. Replace Paragraph 1.06.A with the following:
"Deliver a minimum 60 Ib sample of each type of fill material proposed for use at the site in a container
to the geotechnical engineer for testing."
3. Add the following sentence to Paragraph 1.06.B:
"Off-site fill delivery to the site requires approval of the Owner."
4. Replace Paragraph 3.03.E with the following:
"Structural areas exposed by excavation or stripping and/or which subgrade preparation is to be
performed shall be proofrolled with six overlapping passes of a minimum 5-ton vibratory roller under the
observation of the geotechnical engineer. Areas of soft or unsuitable soils shall be removed and
replaced with approved fill. The exposed surface should be compacted to a minimum of 95% of the
material's maximum dry density as determined by ASTM 01557. In non-structural landscape areas,
compaction shall be done to a minimum of 90% of the material's maximum dry density as determined
by ASTM 01557."
5. Replace Paragraph 3.03.F with the following:
"Fill materials used in structural areas shall be placed in lifts or layers not to exceed 12" loose measure
and compacted to not less than 95% of the material's maximum dry density as determined by ASTM
01557. In non-structural landscape areas, compaction should be done to a minimum of 90% of the
material's maximum dry density as determined by ASTM 01557."
6. Add the following sentence to Paragraph 3.03.G:
"The roadway subgrade materials shall be compacted to at least the values indicated in Section 02201,
Paragraph 3.07 and on the Drawings."
02201 - EARTHWORK FOR BUILDINGS
1. Add to Paragraph 1.01.A:
"Section also includes shoring, bracing and dewatering."
2. Add the following to Paragraph 1.01.B:
"02200 - Earthwork"
3. Delete Items 2, 3 and 4 in Paragraph 1.03.A and add:
"Submit samples of fill for testing as specified herein and in Section 02220.
tfJu--
Langan Engineering and EnVironmental Serv '
3
Provide to the design team the proposed means and methods for dewatering for review at least two
weeks prior to commencement of work.
Provide to the design team the proposed means and methods for shoring and bracing for review at least
two weeks prior to commencement of work."
4. Add the following to Paragraph 1.05.8.2.a:
"As shown on the Drawings, a critical area where shoring will be required is at the historic Anchor
Building relocation where excavations will encroach into the existing sidewalk and adjacent to existing
utilities. Shoring and bracing is not limited to this area."
5. Add the following to Paragraph 1.05.8:
"5. Coordinate with the appropriate parties (i.e., governmental, utilities, Owner/Developer or adjacent
property owners) relative to excavations adjacent to or encroaching into their respective property
or substructures. Receive appropriate approvals/permits prior to performing such excavations."
6. Add the following to Paragraph 2.01.A:
"A sample of the proposed fill materials shall be provided to the geotechnical engineer for necessary
testing and approval at least one week prior to commencement of work. Do not deliver material to site
until it has been approved by the geotechnical engineer."
7. Amend Paragraph 2.01.8 as follows:
"...as too wet or too soft for providing a stable foundation for footings, floor slab, structure paving and
walks."
8. Add the following to Paragraph 3.01.0:
"However, precautions should be taken next to existing structures or relocated historic structures in
order to minimize the detrimental effects of vibrations on these structures. Contractor takes full
responsibility of any damage caused to adjacent structures due to equipment vibrations and shall repair
such damage without any cost to the Owner/Developer."
9. Add to Paragraph 3.01 E.1:
"...and properly disposed of."
1 O. Delete 3.04.A.3.
11. Add the following to Paragraph 3.05:
"B. Remove all miscellaneous fill and remnants of former foundations and utilities from the footprint
of the building area under the observation of the geotechnical engineer and replace with suitable
approved backfill compacted as stated in Section 3.07."
12. Add the following to Paragraph 3.06:
"E. In the area of removed and backfilled underground storage tanks, remove the backfill to the
previous tank bottom depth. Stockpile the removed material on-site and have the material
evaluated by the geotechnical engineer for suitability as backfill. Replace excavation areas with
suitable approved backfill and compact as discussed in Part 3. Field screening and monitoring
should be done during the work by the project environmental engineer.
~
Langan Enqlneerlnqlnd :=nvlronmental 8er'/!(:
4
F. In the area of varied depth footings which abut one another, construct the deeper footings prior to
the shallower footings to preclude undermining of the shallower footings. Properly shore and brace
along the interface of these footings to preclude undermining."
13. Add the following to Paragraph 3.06.A:
"1. ... in Paragraph 3.09."
2. Provide shoring and bracing as necessary to meet protection requirements given in Paragraph
1.05."
14. Amend Paragraph 3.07.A.1.d:
"under landscaped areas 90%."
15. Add to Paragraph 3.07.B.1.b:
"..., excessively wet or loose surfaces."
16. Add as the first sentence to Paragraph 3.09.A:
"2. The primary areas of dewatering include, but are not limited to, the building area for the relocated
historic Anchor Hotel and the Parking Garage elevator pit footings."
17. Add to Paragraph 3.09:
"4. Perform dewatering activities and associated foundation construction activities in an expedient
manner to minimize the groundwater drawdown period. If excessive time delays occur between
foundation construction and other construction activities, the Engineer will evaluate whether to
temporarily turn off the dewatering system until such delays can be resolved."
"5. Coordinate with the Owner/Developer and Engineer relative to potential on-site water disposal
areas. These area(s) should be far enough away from the excavation to minimize or preclude
groundwater recharge."
18. Amend 3.09 Testing to:
"3.10 Testing."
19. Amend Paragraph 3.1 0.B.3 (Testing) as follows:
"3. ..., one test per layer of fill per 2500 square feet of building area or as deemed necessary by the
testing laboratory."
02222 - EXCAVATION. BACKFILLING AND COMPACTING FOR UTILITIES
1. Replace Paragraph 1.05.C with the following:
"Deliver a minimum 60 Ib sample of each type of fill materials proposed for use at the site in a container
to the geotechnical engineer for testing."
2. Replace Paragraph 3.01.0 with the following:
"Over excavate and properly backfill unsuitable subgrade areas as specified in Section 02200."
3. Amend Paragraph 3.01.E as follows:
"... in a manner described in the following Paragraph and in Section 02201, Paragraph 3.09."
~.
Langan Engineering and Environmental Serve
5
4. Replace Paragraph 3.03.8 with the following:
"Place geotextile fabric if specified on the plans and specifications or as directed by the geotechnical
engineer if unstable ground conditions are encountered.."
5. Replace last sentence of Paragraph 3.05.C with the following:
"In structural areas, compact to minimum density of 95% of the material's maximum dry density as
determined by ASTM 01557. In landscape areas, compact to minimum density of 90% of the material's
maximum dry density as determined by ASTM 01557."
02227 - AGGREGA TE MATERIALS
1. Replace Paragraph 1.05.A with the following:
"Deliver a minimum 60 Ib sample of each aggregate or mixture that is to be incorporated in the project
to the geotechnical engineer for testing."
Structural drawings prepared by Donnel Duquesne and Albaisa, P.A. indicate the bottom of footings at the
Anchor Hotel relocation will be as deep as el-1. The Parking Garage elevator pit footings will be as deep
as el -3. Construction dewatering will be necessary to facilitate excavation and foundation construction in
these areas. Shoring and bracing will be required along Washington Avenue's sidewalk adjacent to the
Anchor Hotel relocation. At this location, the building's temporary support system will encroach into the
existing sidewalk to a depth of 4 to 6 feet. Shoring and bracing is not necessarily limited to this location,
however.
Special consideration should also be given to the areas of former underground storage tanks which have
been removed and temporarily backfilled. At these locations, the backfill must be removed to the former tank
bottom and evaluated for suitability. Approved backfill needs to be placed under controlled compacted
conditions in these former tank areas.
If there are any questions, please do not hesitate to call.
Very truly yours,
LANGAN ENGINEERING AND
ENVIRONMENTAL SERVICES, INC.
RMIej
cc: Eric Nesse
Rudolph Frizzi
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Langan Engineering :1nd Environmental Servlc
1
2
3
A IT ACHMENT .C.
PROVISIONS OF GARAGE DEVELOPMENT AGREEMENT
Please refer to the attached nine (9) pages.
MI970980.009
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be used in the construction of the Project, Developer must notify Owner of such fact in writing,
and O,^,TIer must respond to Developer's notice within tive (5) days of receipt of such notice or
the sole source identified in the notice shall be deemed reasonably acceptable to Owner. All such
contracts shall be arms length transactions. Developer shall not enter into any agreement with an
affiliate of Developer without the prior written consent of Owner, which consent may be granted
or denied in the sole discretion of Owner. As a condition to obtaining such consent, Developer
shall furnish O,^,ner with a copy of the proposed agreement and shall disclose the affiliation or
relationship between Developer and the proposed vendor.
2.6 Scope of Review. Neither O\\l11er nor Developer shall be responsible in
any way for any error or omission in the Construction Plans or failure of such Construction Plans
to comply with any mechanical, engineering, design or structural standard, any building
regulation or other governmental requirement.
2.7 Contract for Construction. In accordance with the Schedule of
Performance, Developer shall submit to Owner for its acceptance the General Contractor's
Agreement, in executable form, providing for the construction of the Garage complying in all
respects to the requirements of this Agreement together with a full payment and performance
bond for the design and the work. The General Contractor's Agreement and bond for
construction shall be in such form and contain such provisions as are reasonably satisfactory to
Owner. The General Contractor's Agreement shall contain, among other things, a provision for
the appointment of an auditor, which auditor shall be selected by Owner and will conduct an
audit of the cost of construction of the Project on an ongoing basis; a provision(s) incorporating
all terms of this Agreement applicable to the GC, including, without limitation, Article IV
hereof; and a provision providing for direct purchase of construction materials by Owner to
achieve savings in applicable sales taxes. If Owner makes any successful claim under the
payment and performance bonds resulting in a payment by the surety following a default under
the General Contractor's Agreement, then 100% of all savings in actual GMP Project Costs shall
inure solely to the benefit of Owner and shall not be shared with the GC, subject to any valid
claims by the GC against any subcontractor whose default was the basis of such claim.
2.8 Conditions Precedent to Commencement of Construction. As conditions
precedent to its right to commence any portion of the construction of the Improvements,
Developer shall have:
(a) secured O\\l11er's approval of the Construction Plans and
provided Owner with the appropriate number of copies thereof;
(b)
Contractor's Agreement;
provided O\\l11er a fully executed copy of the General
(c) provided Owner all payment, performance and completion
bonds, to the extent required under the General Contractor's Agreement;
-11-
W6-MI962620.055
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(d) obtained all necessary licenses, permits and gO\t:mmentJl
appro\'als and authorizations related to and required for the construction of the Improvements:
(e) complied with all other requirements and conditions precedent
to commencement of construction set forth in this Agreement.
2.9 Construction Liens. If, because of any act or omission of Developer, any
construction lien or other lien for labor, material, fuel, machinery, services or supplies shall be
filed against the Premises, or any building, structure or improvement thereon relating to work for
which Developer has been paid, Developer shall. within forty-five (45) days of the filing of such
lien, cause the same to be canceled and discharged of record or bonded off. Developer shall.
within five (5) days of receipt of notice of any such filing, deliver to Owner a copy thereof.
2.10 Insurance During Construction. During the term of this Agreement, the
General Contractor's Contract shall provide for the following insurance except as otherwise
agreed to by Owner:
(a) Comprehensive General Liability, including coverage of the
contractual liability described in Article 6. Unless otherwise approved in writing by Owner, GC
\\ill maintain and require all Persons it employs hereunder to maintain public liability insurance
in the minimum amount of One Million Dollars ($1,000,000) combined single limit, covering
both bodily (including death) and property damage.
(b) Workers' Compensation and Employer's Liability in an amount
not less than required by Law, covering all employees who are engaged in any work under this
Agreement.
(c) Comprehensive Automobile Liability when the services to be
performed require use of a motor vehicle in the minimum amount of One Million Dollars
($1,000,000), combined single limit, covering bodily injury (including death) and property
damage.
(d) Excess umbrella liability coverage in an amount not less than
Ten Million Dollars ($10,000,000) during construction of the Project and in an amount not less
than Four Million Dollars ($4,000,000.00) after substantial completion of the construction of the
Project.
(e) (1) A Named Perils or all risk Builders Risk policy covering
the interest of the Indemnified Parties and subcontractors. Such policy will insure the Project for
not less than 100% replacement cost (including excavations and foundations) on a completed
value basis, and will include coverage for the increased cost of construction due to the
enforcement of any laws. as well as the contingent liability from the operation of buildings, and
coverage for the demolition cost of undamaged portions of buildings, including the garage
(comparable to Industrial Risk Insurers Endorsements Forms N-250, N-248 and N-249). If
-12-
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requested by Owner. such policy shall include a Non-Contributory Standard MortgJgee clause or
its equivalent and a Lender's Loss Payable Endorsement Form BFU 438 or its equivalent.
(2) Business Interruption coverage for loss from the perils
insured against, for the building and garage under construction. This will include:
(i) Loss of ProfitslRents insurance to cover losses of
income due to loss/damage to the Project from insured perils. Such coverage will be in an
amount sufficient to avoid any co-insurance penalty, and for a period not less than the period
reasonably required to repair or rebuild the Project.
(ii) Extra Expense coverage, with a limit of at least
Four ~lillion and 0011 00 Dollars ($4,000,000), to cover overtime and other extra costs incurred
to expedite repairing or rebuilding the damaged portion of the Project.
(f) Such insurance coverage shall be written on an occurrence basis
and shall be subject to Owner's approval for adequacy of protection. The Indemnified Parties
shall be named as additional insureds.
(g) GC's insurer shall agree in Vlriting that its insurance coverage is
primary and Developer shall provide evidence that the insurer is rated A + 9 or better by Bests
Insurance Reports. Further, the insurance coverage obtained under this Section shall have no
deductible in excess of $1 00,000.00.
(h) The insurance described in Subsection (e) shall cover the work
at the Project and the work and materials authorized by Owner to be stored off-site.in accordance
'With the terms of the General Contractor's Agreement.
(i) If separate All Risks or Named Perils and Difference-in-
Conditions and Boiler and Machinery policies are carried to insure the Project, then each such
policy will include a "Loss Adjustment Endorsement" (comparable to the Industrial Risk
Insurers Form N-388), outlining procedures for the settlement of claims involving disagreement
between the Boiler and Machinery insurers and the All Risks or Named PerilsIDIC insurers.
G) Prior to the earlier to occur of (i) the issuance of a foundation
permit and (ii) the commencement of any construction work. the GC shall obtain all required
insurance, the carriers shall be bound and all original certificates of insurance and the original
builder's risk policy shall be delivered to Owner. Such insurance shall remain in full force and
effect until completion of the Project. All insurance required under this Section 2.12 shall be
satisfactory to Owner and shall be effected under valid and enforceable policies issued by
insurers of recognized responsibility, and licensed to do business in the State of Florida. The
insurance required by this Section 2.12 may be part of another policy or policies of GC in which
other properties and locations are also covered so long as the amount of insurance available to
pay losses related to the Project is at least the minimum required by this Section 2.12 and cannot
be reduced in any manner by losses occurring at other properties or locations.
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GC shall submit original certificates evidencing the required insurance
policies to O\\,l1er together with all relevant coverJge, policy terms and premium information
along with satisfactory e\'idence of payment of the premiums thereof
(k) If allowed by Law, Owner and GC will each require the carriers
of property insurance hereunder to waive any of their respective rights of subrogation against
O\\-l1er or Developer, as the case may be, to the extent of the face amounts of the property
insurance policies. Owner and GC each waive any rights of subrogation or recovery against the
other for damage or loss to its respective property due to perils covered by policies of insurance
obtained or which are required hereunder to be obtained, to the extent of the face amounts of the
insurance policies which were or are required hereunder to be obtained. This waiver shall apply
whether or not the damage of loss may be attributable to the fault or negligence of either party or
its respective agents, employees, visitors or contractors. Any deductible shall be deemed to be
insurance coverage for purposes of this Subsection 2.12(1). GC shall require similar waivers
from the GC's subcontractors and their insurers.
2.11 Warranties Extend to Owner. Developer agrees that no warranties of
vendors will be in favor of Developer. If requested, Developer shall use commercially
reasonable efforts in assisting Owner in obtaining any warranties from vendors, the GC and all
such subcontractors, manufacturers or service organizations who perform construction work or
install any equipment for the Project.
2.12 No Additional Construction-No Substitutions. Developer shall not permit
the construction of any improvements on or to the Property other than the Improvements in
accordance with the provisions of this Agreement.
2.13 Establishment of Completion Date. Upon Substantial Completion of the
Project in accordance \\-ith this Agreement and the General Contractor's Agreement, Developer
shall furnish to Owner a certificate, duly executed by Developer (to the best knowledge of
Developer), the Architect or the appropriate Consultant and the Ge, stating that:
(a) the Project (excluding the tenant finishes for the Retail Space) has
been Substantially Completed in accordance with the General Contractor's Agreement and the
Construction Plans and all labor, services, materials and supplies used in the completion of the
Project (excluding the tenant finishes for the Retail Space) have been fully paid exclusive of
retainage; and
(b) a temporary certificate of occupancy or completion or a certificate
of occupancy or completion for the Garage has been issued by the applicable governmental
authority so that Owner can occupy and use the Garage for its intended purpose; and
(c) all equipment including, without limitation, the parking revenue
control system, closed circuit television system, elevators, and other facilities required under the
Construction Plans have been constructed, acquired and installed in accordance with the
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(
hazardous material, identifying th~ product. quantity stored on or off the Premises and location of
the hazardous matenal; (b) implement procedures for the storage. use and disposal of hazardous
materials in accordance with the Law and OWTler's written practices and procedures if delivered
to Developer. and (C) monitor and file water treatment test results as required by the Law and
maintain a copy at the Premises for Owner's review. Developer shall notify Owner immediately
upon knowledge of a hazardous material spill or release and shall take all action required by the
Law.
ARTICLE IV
CONSTRUCTION COSTS Ai'iD DISBURSE~(ENT PROCEDURES
4.1 Disbursements. Owner agrees that it will, monthly, disburse portions of
the Project Costs to the GC payable pursuant to the General Contractor's Agreement. Any other
Project Costs shall be disbursed to Developer or such other parties as are entitled to receipt
thereof. The conditions set forth in this Article IV must be satisfied before Owner has any
obligation to make the first disbursement, and must be and remain satisfied before Owner has
any obligations to make each and every subsequent disbursement.
4.2 Draw Requests. At least fourteen (14) days prior to each disbursement by
Owner, Developer shall submit to Owner a Draw Request properly executed by the Architect, the
GC and Developer, which Draw Request shall include:
(
(a) Request for Disbursement: Five (5) duplicate originals of a
completed Draw Request setting forth the amount of the Project Costs requested, together with a
copy of the progress report referenced in Section 2.1 (c )(xxii) and together with such
certifications and additional information as Owner may reasonably require, signed by an
Authorized Officer of Developer and an authorized officer of the GC certified to Owner in a
writing signed by them, and certifying to the validity of the Draw Request.
(b) Application for Payment: If the Draw Request includes an
application for payment of amounts to be paid to the GC, originals of AlA Document 0702 and
AlA Document 0703 (or equivalent forms approved by Owner) together with a certification that
stored materials are in place both on-site and off-site and secured in a format acceptable to
Owner. Such application for payment shall contain a breakdown by trade or other categories
reasonably acceptable to Owner, completed to the reasonable satisfaction of Owner and executed
by the GC and the Consultant. The application for payment as it relates to the GC shall be
reduced by a 10% retainage on the work of all subcontractors of the GC until 50% of the work
for each trade is completed, at which time no further retainage will be deducted and the balance
shall remain unfunded until completion of the Project. Upon completion of the Project and in
accordance with Section 4.7 below, the retainage shall be paid, subject to continued retainage of
150% of each subcontractor's punchlist amount as reasonably determined by the Consultant,
which will he held until final disbursement as further described in Section 4.7.
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(c) [nvoices: [f the Draw Request includes a request for amounts
for non-construction items, Devdoper shall provide invoices for such items. .
(d) Lien Waivers: Notarized construction lien waIver fonns
executed by the GC and by each appropriate subcontractor, laborer or materialman, which
indicate that each of them has been paid in full for all work performed and services and materials
furnished through the date of the Draw Request as to the GC and through the date of the prior
Draw Request as to all subcontractors, laborers and materialmen.
(e) Affidavit: A certificate executed by GC which certifies that all
funds disbursed to date by O'WTIer to GC have been paid to the appropriate parties and which
certifies that GC will continue to comply with all provisions of this Agreement and the Exhibits
attached hereto.
(f) Consultant's Report: A written report from the Consultant
certifying that all work completed through the date of the Draw Request is in compliance with
the Construction Plans and confirming that the undisbursed portion of the Project Costs is
adequate to complete and fully pay for the construction of the Improvements and completion of
the Project in accordance with the Construction Plans and the General Contractor's Agreement.
(g) Architect's Report: A written report from the Architect
certifying that all work completed through the date of the Draw Request is in compliance with
the Construction Plans.
4.3 Disbursement Amounts. Following receipt of a Draw Request and receipt
and review of the reports and all other items required for a disbursement to be made under this
Agreement, Owner shall determine the amount of the disbursement it will make in accordance
with the Project Costs and shall make direct payment to the General Contractor or appropriate
subcontractor and/or supplier, provided no Event of Default exists hereunder or under the
General Contractor's Agreement.
4.4 Option to Disburse Funds to Contractors. If an Event of Default exists, or
upon notice to Owner of non-payment by Developer or the GC of any obligation related to
construction of the Improvements and failure of Developer or GC to provide a reasonable
explanation for any such non-payment, at its option, Owner may make disbursements directly to
any party performing the obligations of Developer or GC hereunder or under the General
Contractor's Agreement or any unpaid subcontractor, laborer or materialman providing labor,
services, fuel, machinery or materials in connection with the construction of the Improvements
and whose claim is set forth in writing and certified to Owner. The execution of this Agreement
by Developer shall, and hereby does, constitute an irrevocable direction and authorization to
O'WTIer to so disburse the funds. No further direction or authorization from Developer shall be
necessary to warrant such direct disbursements and all such disbursements shall be deemed
disbursed to, or on behalf of Developer as fully as if made to Developer, regardless of the
disposition thereof by any subcontractor, laborer or materialman so paid.
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~.5 Conditions Precedent to First Disbursement. O'M1er shall not be obligated
to make the first disbursement until all of the following conditions precedent have been satisri~d'-
by proper evidence. and the following items have been executed and delivered to Owner. all in
form and substance reasonably satisfactory to O'M1er:
(a) Notice of Commencement. A Notice of Commencement shaH
have been properly completed, executed, recorded and posted in accordance with Florida
construction lien laws.
(b) Insurance. All original certificates of insurance required under
Article II hereof.
(c) Development Drawings and Construction Plans. Two (2) sets
of the Construction Plans and Development Drawings and one (I) set of Construction Plans and
Development Drawings clearly indicating (by "ballooning," highlighting, blacklining or
describing in writing in sufficient detail in a memorandum accompanying such modified
Development Drawings or Construction Plans) all such modifications approved by Ovmer in
writing (either by initialling the same or by other written approval identifying all pages and
dates, including revision dates) by Owner, the Consultant, Developer, GC and the Architect.
(d) Permits. Copies of all applicable permits including, without
limitation, the building permit and all other permits required for construction of the
Improvements.
(e) Construction Documents. Two (2) fully executed originals and
one (1) copy of each of the General Contractor's Agreement and all other construction contracts
and subcontracts.
(f) Consents of GC and Architect. The GC and the Architect shall
agree that Owner may use and copy the Development Drawings and the Construction Plans at no
cost to Owner and the same shall constitute the exclusive property of Owner.
(g) Bonds. Payment, performance and completion bonds in the
amount of the General Contractor's Agreement naming Owner as "obligee" and issued in form
and substance and by a surety reasonably acceptable to Owner.
(h) No Event of Default. No Event of Default shall exist under the
General Contractor's Agreement as defined therein.
(i) Other Documents. Such other information, reports, agreements
and documents required under this Agreement or reasonably required by Owner.
U) Survey. Developer shall furnish to Owner five (5) copies of a
foundation survey of the Garage (the "Survey") prepared by a registered surveyor satisfactory to
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O....l1er within ti ft~~n (15) days after completion of the foundation showing that the foundation
has been poured within the boundaries of the Property.
(k) Soil Report. A report as to the compaction of any soil for
construction together with any other soil test performed on or to the Property by a soil testing
firm satisfactory to Owner, at such times and in such locations as recommended by such firm.
Developer shall promptly submit to Owner copies of all such reports, together with any other
physical tests made on or to the Property or the materials to be used in the construction of the
Improvements. Additional testing requested by Owner shall be at Owner's expense.
(1) Title. A title insurance company engaged by Owner (the "Title
Company") shall have issued to Owner at Owner's expense an Owner's title insurance policy
with respect to the Property (the "Title Policy").
(m) Deliveries. If applicable, the items set forth in 4.6(b), (c), and
(e)-(i) have been delivered to Owner.
4.6 Monthly Disbursements. Owner shall not be obligated to make any
disbursements after the first disbursement until all of the following conditions have been satisfied
and remain satisfied as of the date of each such disbursement:
(a) All of the conditions set forth in Section 4.5 above remain
satisfied.
(
\
(b) Along with the submission of a Draw Request, a request for
payment signed by Developer and the GC shall have been delivered to Owner which sets forth a
detailed breakdown of the disbursement requested, including, without limitation, the requisition
of the GC, together with copies of invoices and other docwnentation to substantiate any requests
by Developer for payment of Project-related "soft costs" approved by Owner and which are a
part of the Project Costs.
(c) The Consultant, the GC and the Architect shall certify that
construction of the Improvements for which such Draw Request has been made has been
performed in substantial accordance with the Construction Plans, the Project Costs, and all terms
and conditions of this Agreement and the General Contractor's Agreement.
(d) The Title Company shall have issued to Owner at Owner's
expense an endorsement to the Title Policy updating the effective date of the Title Policy, listing
any additional subordinate matters, if any, and certifying that no lien or other interest shall have
attached to the Property or the Improvements, except taxes for the current year, not yet due and
payable, and those other matters, if any, approved in advance in writing by Owner.
(e) Owner shall have received all required approvals to the Draw
Request including approvals and certificates from the Consultant, Developer, GC and the
Architect.
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(n Owner and the Title Company shall have received copies of all
notarized partial release lien waiver fonns executed by each appropriate subcontractor, supplier
and materialman for disbursement made under the preceding Draw Request or any portions of
the current Draw Request shown to have been paid.
(g) No litigation, arbitration or other proceeding shall have been
commenced against the GC, which, in the Owner's Executive Director's or the Owner's General
Counsel's reasonable judgment, materially impairs or is likely to materially impair the GC's
ability to complete the Project.
(h) If requested, Owner shall have received a recertification of the
Survey reflecting all changes in the physical conditions of the Property and the Project
subsequent to the date of the last certification of the Survey. Each such recertification shall show
all construction and development work in place as of the date of such recertification.
(i) There shall not have been any destruction or casualty to the
Premises that is not anticipated to be covered by insurance. To the extent that there is any
destruction or casualty whether or l~."t covered by insurance, Developer agrees to immediately
notify Owner of the same in writing.
(j) No Event of Default shall exist under the General Contractor's
Agreement as defined therein.
4.7 Requirements for Final Disbursement. Owner shall not be obligated to
make the final construction disbursement until all of the following additional conditions have
been satisfied:
(a) The Project (including, without limitation, all punch list items)
has been completed substantially in accordance with the requirements of this Agreement, the
General Contractor's Agreement and in accordance with the Construction Plans, and certificates
as to such completion have been issued in form reasonably satisfactory to Owner by the GC, the
Architect and the Consultant including, without limitation, an Architect's Certificate of
Completion together with an AlA G704 Certificate of Substantial Completion, a Contractor's
Certificate of Completion together with the AlA G704 Certificate of Substantial Completion and,
if applicable, an Engineer's Certificate of Completion.
(b) Owner has received five (5) copies of an Has-built" survey paid
for by Owner prepared by a registered surveyor showing that the Improvements have been
constructed within the boundaries of the Property and the striping of all parking spaces has been
completed with a statement as to the number of parking spaces available marked thereon.
(c) Owner has received five (5) sets of detailed as-built plans and
specifications of the Improvements approved and certified as such in writing by the GC and the
Consultant. Each set must include plans and specifications for architectural, structural,
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ATTACHMENT "C"
SCOPE OF 16TH STREET IMPROVEMENTS
tf!<<-
Section III: Scope of Work
EXHIBIT "D"
Scope of 16th Street Improvements
Owner will engage a third-party contractor (the "Street Contractor") to construct various
improvements to the immediate north of the Project site. These improvements will generally
extend 16th Street (currently running from Alton Road to Washington Avenue) from Washington
Avenue to Collins Avenue. Owner intends to have these improvements completed prior to the
completion of the Project.
The attached schematic civil engineering plans (Exhibit "D-1 ") represent the scope of work
contemplated by the Owner for the construction improvements intended for 16th Street. (Plans are
not final and are attached hereto only for informational purposes.)
Generally, the Street Contractor's scope includes, but is not necessarily limited to:
1. Excavation of the right-of-way to install a new water line.
2. Connection of the Project's water service to the new water line.
3. Construction of paving, curb and sidewalk, including that immediately adjacent to the north
side of the Project.
4. Installation of landscaping and irrigation.
S. Installation of signalization at the intersection of Collins Avenue, in conjunction with
various improvements intended for same (the latter is to be performed by a third party).
While Contractor will be able to utilize the 16th Street right-of-way until December 15, 1997 for staging
of the Project's construction, availability of same or part of same thereafter will be at Owner and
Developer's sole and absolute discretion.
Contractor will not interfere with or delay the scope of work to be performed by Street Contractor.
ANCHOR PLACE
SHOPS AND PARKING
36
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Exhibit "D-l"
Scope of 16th Street Improvements
(Two Pages)
ANCHOR PLACE
SHOPS AND PARKING
37
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A TT ACHMENT "D"
Specifications, Drawings, Addenda and Other Documents
(The Plans and Specifications will be amended to include all Addenda Scope, with same already
fully considered as to the Contract Sum.)
I. PLANS
1.
Civil Engineering
Prepared by: Consul-Tech Engineering, Inc.
Dated: 3/1/97
C-l Paving, Grading and Drainage Plan
C-2 Utility Plan
C-3 General Details
2.
Landscape Architectural
Prepared by: Savino Miller Design Studio, Inc.
Dated: 3/1/97
L-l 0 1
L-l02
L-l03
L-l04
Paving Plans and Details
Site Lighting Plan and Details
Irrigation Plan and Details
Planting Plans and Details
3.
Architectural
Prepared by: Zyscovich, Inc.
Dated: 3/1/97
HP-lOl
HP-l02
HP-l03
A-lOO
A-lOl
A-l02
A-l03
A-l04
A-200
Drawines about Historic Buildines: (dated 4/14/97)
Historic Drawings
Elevations
Elevations
Survey
Demolition Plan (Revised as of 4/14/96.)
Site Plan / Ground Floor Plan
Enlarged Plans
Enlarged Parking Plans
151 Floor Life Safety
Attachment "D": Specifications, Drawings, Addenda and Other Documents
Page I of 7 pages
A
A-201
A-202
A-203
A-300
A-301
A-302
A-303
A-304
A-305
A-306
A-307
A-308
A-309
A-310
A-311
A-312
A-313
A-314
A-315
A-316
A-317
A-400
A -401
A-500
A-501
A-502
A-600
A -601
A-602
A-603
A-604
A-605
A -606
A-607
A-608
A-609
A -610
A -611
A -612
A -613
A -614
A-700
2nd Floor Life Safety
Typical 3rd_6th Floor Life Safety
7th Floor Life Safety
Ground Floor Plan - A
Ground Floor Plan - B
Second Floor Plan - A
Second Floor Plan - B
Third Floor Plan - A
Third Floor Plan - B
Fourth Floor Plan - A
Fourth Floor Plan - B
Fifth Floor Plan - A
Fifth Floor Plan - B
Sixth Floor Plan - A
Sixth Floor Plan - B
Seventh Floor Plan - A
Seventh Floor Plan - B
Stair No.1 / Enlarged Plans
Stair No.2 / Enlarged Plans
Stair NO.3 / Enlarged Plans
Elevator Lobby @ RCP
Roof Plans and Details
Roof Water Proofing Details
North Elevation
East / West Elevations
South Elevation
Longitudinal Section A-A
Longitudinal Section B-B
Transverse Sections C-C and D-D
Transverse Sections E-E
Stair Sections 1 & 2
Stair Section 3
Stair Section 4
Elevator 1 - Section
Elevator 2 - Section
Wall Sections 1 & 2
Wall Sections 3 & 4
Wall Sections 5 & 6
Wall Sections 7 & 8
Wall Sections 9 through 15
Wall Sections 16
Finish Selection / Toilet Detail
Attachment "0": Specifications, Drawings, Addenda and Other Documents
Page 2 of 7 pages
~.
A-800
A-801
A-801A
A-802
A-803
A-900
A-901
Storefront - Enlarged Plans
Storefront - Details
Storefront Details
General - Details
Awning - Details
Panelization Elevations and Details
Panelization Elevations and Details
4.
Structural Engineering
Prepared by: Donnell Duquesne & Albasia
Dated: 3/1/97
S-l 0 1
S-102
S-103
S-104
S-105
S-106
S-107
S-108
S-109
S-110
S-lll
S-112
S-113
S-114
S-201
S-202
S-203
S-204
S-205
S-301
S-302
S-303
S-304
S-305
S-306
S-307
S-308
Partial Foundation Plan (Revised as of 4/14/97.)
Partial Second Floor Framing Plan
Partial Second Floor Framing Plan
Partial Third Floor Framing Plan
Partial Third Floor Framing Plan
Partial Fourth Floor Framing Plan
Partial Fourth Floor Framing Plan
Partial Fifth Floor Framing Plan
Partial Fifth Floor Framing Plan
Partial Sixth Floor Framing Plan
Partial Sixth Floor Framing Plan
Partial Seventh Floor Framing Plan
Partial Seventh Floor Framing Plan
Partial Seventh Floor Framing Plan
General Structural Notes and Schedules
Columns, Schedules and Details
Beam Schedules
Beam Schedules
Beam Schedules
Sections
Sections
Sections
Sections
Sections
Sections (Revised as of 4/14/97.)
Sections
Sections
Attachment "D": Specifications, Drawings, Addenda and Other Documents
Page 3 of 7 pages
~
5.
Mechanical Engineering
Prepared by: Steven Feller Associations
Dated: 311/97
M-300
M-302
M-302
M-303
M-304
M-500
S-501
Partial Ground Floor - HV AC Pal (East)
Partial Ground Floor - HV AC Pal (West)
Partial Ground Floor - HV AC Pal (East)
Partial Ground Floor - HV AC Pal (West)
Partial Roof Plan - HV AC (East) (West)
HV AC Schedules and Notes
HV AC Details
6. Plumbing Engineering
Prepared by: Savino Miller Design Studio Dated: 311/97
P-200 Ground Level Plan
P-201 Second Level Plan
P-202 Third and Fourth Level Plans
P-203 Fifth and Sixth Level Plans
P-204 Seventh Level Plans
P-500 Riser Diagrams
P-501 Riser Diagrams, Details and Notes
7. Fire Protection
Prepared by: Steven Feller Associations Dated: 3/1197
FP-200 Ground Level Plan
FP-200 Second Floor Plan
FP-201 Third and Fourth Floor Plan
FP-203 Fifth and Sixth Floor Plan
FP-300 Partial Ground Floor Plan (East)
FP-301 Partial Ground Floor Plan (West)
FP-500 Fire Protection Riser Diagram
FP-501 Fire Protection Details and Notes
8. Electrical Engineering
Prepared by: Steven Feller Associations Dated: 3/1197
E-200 Ground Floor Plan
E-201 Second Floor Plan
Attachment "D": Specifications, Drawings, Addenda and Other Documents
Page 4 of 7 pages
tfrC
E-202
E-203
E-204
E-205
E-300
E-301
E-302
E-303
E-500
E-501
E-502
Third and Fourth Floor Plan
Fifth and Sixth Floor Plan
Seventh Floor Plan
Roof Level Plan
Partial First Floor Plan
Partial First Floor Plan
Enlarged Floor Plans
Enlarged Stairs
Riser Diagrams and Schedules
Notes, Symbols and Schedules
Panel Schedules
II. SIGNAGE LOCATIONS
(Only for location of electrical junction boxes/supply as per Electrical Engineering Drawings)
Prepared by: Leibowitz/Gould Design Dated: 2120/97
GEL-l
GEL-2
GEL-3
GEL-4
GEL-5
GEL-6
GEL-7
GEL-8
GEL-9
Collins Avenue Elevation
16th Street Elevation
W ashington Avenue Elevation
Grade Level Floor Plan
Second Level Floor Plan
Third Level Floor Plan
Forth Level Floor Plan
Fifth Level Floor Plan
Sixth Level Floor Plan
III. LIGHTING FIXTURE LOCATIONS
(Only for location of electrical junction boxes/supply as per Electrical Engineering Drawings)
Prepared by: PHA Lighting Design Dated: 3/1/97
L-IO First Level Floor Plan
L-20 Second Level Floor Plan
L-30 Third Level Floor Plan
L-40 Forth Level Floor Plan
L-50 Fifth Level Floor Plan
L-60 Sixth Level Floor Plan
L- 70 Seventh Level Floor Plan
Attachment "0": Specifications, Drawings, Addenda and Other Documents
Page 5 of 7 pages
~
IV. SPECIFICATIONS
Prepared by: Zyscovich, Inc. Dated: 3/1/97
The Specifications include full consideration as to the Geotechnical Report prepared by
Langan Engineering Services, Inc. and Dated: 12/1/95
V. ADDENDA
Prepared by: Zyscovich, Inc.
ADDENDA DESCRIPTION
No.1:
No.2:
No.3:
No.4:
No.5:
No.6:
No.7:
No.8:
Clarifications to Pre-Bid Conference Inquires.
Standard Form of Agreement, Bid Bond Form, Responses to
Questions from Bidders and Additional Information requested
by Bidders.
New Bid Form, Historic Buildings and General Clarifications.
RoofTop Planters and Responses to Questions from Bidders.
Insurance Requirements During Construction.
Extension of Bid Opening Date.
Responses to Questions from Bidders and New page BPF-4 of
the Bid Form.
Clarification to Questions from Addendum No.7.
DATED
3126/97
4/10/97
4/14/97
4/16/97
4/1 7/97
4/18/97
4124/97
The Addenda includes full consideration of the Sketches, Historic Buildings Drawings and
Geotechnical Specifications Review letter prepared by Langan Engineering Services, Inc. -
Dated: 4/10/97
A. SKETCHES
Prepared by: Zyscovich, Inc.
Sketch: Revision to Dated:
Sheet No.:
Civil SKC-l C-2 4/14/97
SKC-2 C-3 4/14/97
Architectural SKL-l L-I02 4/16/97
Landscape SKL-2 L-I03 4/16/97
SKL-3 L-I04 4/16/97
Attachment "D": Specifications, Drawings, Addenda and Other Documents
Page 6 of 7 pages
~
Architectural SKA-I A-500 4/10/97
SKA-2 HP-1I2 4/14/97
SKA-3 A-301 4/16/97
SKA-4 A-302/303 4/16/97
SKA-5 A-302/303 4/16/97
SKA-6 A-611 4/16/97
SKA-7 4/16/97
SKA-8 4/16/97
SKA-9 A -612 4123/97
Structural SKS-l S-102 4/14/97
SKS-2 S-201 4/14/97
SKS-3 S-306 4/14/97
SKS-4 S-l 03/1 04 4/16/97
SKS-5 4/16/97
Mechanical SKM-1 M-301 4/1 0/97
SKM-2 M-300 4/14/97
SKM-3 M-301 4/14/97
SKM-4 M-301 4/14/97
Plumbinl! SKP-1 P-200 4/10/97
Fire
Protection N/ A
Electrical SKE-1 E-301 4/10/97
SKE-2 E-300 4/10/97
SKE-3 E-503 4/10/97
SKE-4 E-503 4/10/97
SKE-5 E-300 4/14/97
SKE-6 E-301 4/14/97
B. SPECIFICATION SECTIONS
Prepared by: Zyscovich, Inc. Dated: 4/10/97
Section: Description:
04515 Paint Stripping and Cleaning for Historical Restoration
08510 Steel Windows for Historical Restoration
Attachment "0": Specifications, Drawings, Addenda and Other Documents
Page 7 of 7 pages
tf?<<
1
2
3
4
A IT ACHMENT . E.
PROVISIONS FROM GARAGE DEVELOPMENT AGREEMENT
Please refer to the attached nine (9) pages.
MI970840.020
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be used in the construction of the Project, Developer must notify Ovmer of such fact in wri~.Lnf
and Ov.ner must respond to Developer's notice within tive (5) days of receipt of such notice Or
the sole source identified in the notice shall be deemed reasonably acceptable to Owner. All Such
contracts shall be arms length transactions. Developer shall not enter into any agreement with ar:
affiliate of Developer without the prior written consent of O'NTler, which consent may be grantee
or denied in the sole discretion of O'NTler. As a condition to obtaining such consent, Developer
shall furnish Ov.ner with a copy of the proposed agreement and shall disclose the affiliation Or
relationship between Developer and the proposed vendor.
2.6 Scope of Review. Neither Owner nor Developer shall be responsible in
any way for any error or omission in the Construction Plans or failure of such Construction Plans
to comply with any mechanical, engineering, design or structural standard, any building
regulation or other governmental requirement.
2.7 Contract for Construction, In accordance with the Schedule of
Performance, Developer shall submit to OMler for its acceptance the General Contractor's
Agreement, in executable form, providing for the construction of the Garage complying in all
respects to the requirements of this Agreement together with a full payment and performance
bond for the design and the work. The General Contractor's Agreement and bond for
construction shall be in such form and contain such provisions as are reasonably satisfactory to
OMler. The General Contractor's Agreement shall contain, among other things, a provision for
the appointment of an auditor, which auditor shall be selected by Owner and will conduct an
audit of the cost of construction of the Project on an ongoing basis; a provision(s) incorporating
all terms of this Agreement applicable to the ac, including, without limitation, Article IV
hereof; and a provision providing for direct purchase of construction materials by Owner to
achieve savings in applicable sales taxes. If OMler makes any successful claim under the
payment and performance bonds resulting in a payment by the surety following a default under
the General Contractor's Agreement, then 100% of all savings in actual GMP Project Costs shall
inure solely to the benefit of OMler and shall not be shared with the GC, subject to any valid
claims by the GC against any subcontractor whose default was the basis of such claim.
2.8 Conditions Precedent to Commencement of Construction. As conditions
precedent to its right to commence any portion of the construction of the Improvements,
Developer shall have:
(a) secured Owner's approval of the Construction Plans and
provided Owner with the appropriate number of copies thereof;
(b)
Contractor's Agreement;
provided Owner a fully executed copy of the General
(c) provided Owner all payment, performance and completion
bonds, to the extent required under the General Contractor's Agreement;
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(d) obtaIned all necessary licenses, permits and governmental
approvals and authoriz:ttions related to and required for the construction of the Improvements:
(e) complied with all other requirements and conditions precedent
to commencement of construction set forth in this Agreement.
2.9 Construction Liens. If, because of any act or omission of Developer, any
construction lien or other lien for labor, material, fueL machinery, services or supplies shall be
filed against the Premises, or any building, structure or improvement thereon relating to work for
which Developer has been paid, Developer shalL within forty-five (45) days of the filing of such
lien, cause the same to be canceled and discharged of record or bonded off. Developer shall.
within five (5) days of receipt of notice of any such filing, deliver to Owner a copy thereof.
2.10 Insurance During Construction. During the term of this Agreement, the
General Contractor's Contract shall provide for the following insurance except as otherwise
agreed to by Owner:
(a) Comprehensive General Liability, including coverage of the
contractual liability described in Article 6. Unless otherwise approved in writing by Owner, GC
\\-111 maintain and require all Persons it employs hereunder to maintain public liability insurance
in the minimum amount of One Million Dollars ($1,000,000) combined single limit, covering
both bodily (including death) and property damage.
(b) Workers' Compensation and Employer's Liability in an amount
not less than required by Law, covering all employees who are engaged in any work under this
Agreement.
(c) Comprehensive Automobile Liability when the services to be
performed require use of a motor vehicle in the minimum amount of One Million Dollars
($1,000,000), combined single limit, covering bodily injury (including death) and property
damage.
(d) Excess umbrella liability coverage in an amount not less than
Ten Million Dollars ($10,000,000) during construction of the Project and in an amount not less
than Four Million Dollars ($4,000,000.00) after substantial completion of the construction of the
Project.
(e) (I) A Named Perils or all risk Builders Risk policy covering
the interest of the Indemnified Parties and subcontractors. Such policy will insure the Project for
not less than 100% replacement cost (including excavations and foundations) on a completed
value basis, and will include coverage for the increased cost of construction due to the
enforcement of any laws, as well as the contingent liability from the operation of buildings, and
coverage for the demolition cost of undamaged portions of buildings, including the garage
(comparable to Industrial Risk Insurers Endorsements Forms N-250, N-248 and N-249). If
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requested by O\\ller. such policy shall include a )\;on-Contributory Standard Mortgagee clause or
its equivJlent and a Lender's Loss PaYJble Endorsement Form BFU 438 or its equivalent.
(2) Business Interruption coverage for loss from the perils
insured against, for the building and garage under construction. This will include:
(i) Loss of ProfitslRents insurance to cover losses of
income due to loss/damage to the Project from insured perils. Such coverage will be in an
amount sufficient to avoid any co-insurance penalty, and for a period not less than the period
reasonably required to repair or rebuild the Project.
(ii) Extra Expense coverage, with a limit of at least
F our ~1illion and 00/1 00 Dollars ($4,000,000), to cover overtime and other extra costs incurred
to expedite repairing or rebuilding the damaged portion of the Project.
(f) Such insurance coverage shall be written on an occurrence basis
and shall be subject to Ov.rner's approval for adequacy of protection. The Indemnified Parties
shall be named as additional insureds.
(g) GC's insurer shall agree in writing that its insurance coverage is
primary and Developer shall provide evidence that the insurer is rated A + 9 or better by Bests
Insurance Reports. Further, the insurance coverage obtained under this Section shall have no
deductible in excess of $1 00,000.00.
(h) The insurance described in Subsection (e) shall cover the work
at the Project and the work and materials authorized by Ov.rner to be stored off-site.in accordance
with the terms of the General Contractor's Agreement.
(i) If separate All Risks or Named Perils and Difference-in-
Conditions and Boiler and Machinery policies are carried to insure the Project, then each such
policy will include a "Loss Adjustment Endonement" (comparable to the Industrial Risk
Insurers Form N-388), outlining procedures for the settlement of claims involving disagreement
bet\veen the Boiler and Machinery insurers and the All Risks or Named PerilsIDIC insurers.
(j) Prior to the earlier to occur of (i) the issuance of a foundation
permit and (ii) the commencement of any construction work, the GC shall obtain all required
insurance, the carriers shall be bound and all original certificates of insurance and the original
builder's risk policy shall be delivered to Ov.rner. Such insurance shall remain in full force and
effect until completion of the Project. All insurance required under this Section 2.12 shall be
satisfactory to Ov.rner and shall be effected under valid and enforceable policies issued by
insurers of recognized responsibility, and licensed to do business in the State of Florida. The
insurance required by this Section 2.12 may be part of another policy or policies of GC in which
other properties and locations are also covered so long as the amount of insurance available to
pay losses related to the Project is at least the minimum required by this Section 2.12 and cannot
be reduced in any manner by losses occurring at other properties or locations.
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GC shall submit original certificates evidencing the required insurance
policies to O\\ller together with all relevant coverage, policy terms and premium information
along with satisfactory evidence of payment of the premiums thereof.
(k) If allowed by Law, Ov.rner and GC will each require the carriers
of property insurance hereunder to waive any of their respective rights of subrogation against
Ov.rner or Developer, as the case may be. to the extent of the face amounts of the property
insurance policies. Ov.rner and GC each waive any rights of subrogation or recovery against the
other for damage or loss to its respective property due to perils covered by policies of insurance
obtained or which are required hereunder to be obtained, to the extent of the face amounts of the
insurance policies which were or are required hereunder to be obtained. This waiver shall apply
whether or not the damage of loss may be attributable to the fault or negligence of either party or
its respective agents, employees, visitors or contractors. Any deductible shall be deemed to be
insurance coverage for purposes of this Subsection 2.12(1). GC shall require similar waivers
from the GC's subcontractors and their insurers.
2.11 Warranties Extend to Ov.rner. Developer agrees that no warranties of
vendors will be in favor of Developer. If requested, Developer shall use commercially
reasonable efforts in assisting O~ner in obtaining any warranties from vendors, the GC and all
such subcontractors, manufacturers or service organizations who perform construction work or
install any equipment for the Project.
2.12 No Additional Construction-No Substitutions. Developer shall not permit
the construction of any improvements on or to the Property other than the Improvements In
accordance with the provisions of this Agreement.
2.13 Establishment of Completion Date. Upon Substantial Completion of the
Project in accordance with this Agreement and the General Contractor's Agreement, Developer
shall furnish to Ov.rner a certificate, duly executed by Developer (to the best knowledge of
Developer), the Architect or the appropriate Consultant and the GC, stating that:
(a) the Project (excluding the tenant fInishes for the Retail Space) has
been Substantially Completed in accordance with the General Contractor's Agreement and the
Construction Plans and all labor, services, materials and supplies used in the completion of the
Project (excluding the tenant finishes for the Retail Space) have been fully paid exclusive of
retainage; and
(b) a temporary certificate of occupancy or completion or a certificate
of occupancy or completion for the Garage has been issued by the applicable governmental
authority so that Ov.rner can occupy and use the Garage for its intended purpose; and
(c) all equipment including, without limitation, the parking revenue
control system. closed circuit television system. elevators, and other facilities required under the
Construction Plans have been constructed, acquired and installed in accordance \\ith the
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hJ.ZJrdous mate=rial, identifying tht: product, quantity stor~d on or off th~ Premises and location c
the hazardous material; (b) implement procedures for the storage. use and disposal of hazardou
materials in accordance with the Law and Owner's written practices and procedures if delivere(
to Developer. and (c) monitor and file water treatment test results as required by the Law an,
maintain a copy at the Premises for Owner's review. Developer shall notify Ov.rner imrnediatel
upon knowledge of a hazardous material spill or release and shall take all action required by th:
Law.
ARTICLE IV
CONSTRUCTION COSTS AND DISBURSE1\IENT PROCEDURES
4.1 Disbursements. Ov.rner agrees that it will, monthly, disburse portions 0
the Project Costs to the GC payable pursuant to the General Contractor's Agreement. Any other
Project Costs shall be disbursed to Developer or such other parties as are entitled to receipt
thereof. The conditions set forth in this Article IV must be satisfied before Owner has any
obligation to make the first disbursement, and must be and remain satisfied before Owner has
any obligations to make each and every subsequent disbursement.
4.2 Draw Requests. At least fourteen (14) days prior to each disbursement by
Owner, Developer shall submit to Owner a Draw Request properly executed by the Architect, the
OC and Developer, which Draw Request shall include:
(
(a) Request for Disbursement: Five (5) duplicate originals of a
completed Draw Request setting forth the amount of the Project Costs requested, together with a
copy of the progress report referenced in Section 2.1(c)(xxii) and together with such
certifications and additional information as Ov.rner may reasonably require, signed by an
Authorized Officer of Developer and an authorized officer of the GC certified to Owner in a
writing signed by them, and certifying to the validity of the Draw Request.
(b) Application for Payment: If the Draw Request includes an
application for payment of amounts to be paid to the GC, originals of AlA Document 0702 and
AlA Document 0703 (or equivalent forms approved by Owner) together with a certification that
stored materials are in place both on-site and off-site and secured in a format acceptable to
Owner. Such application for payment shall contain a breakdown by trade or other categories
reasonably acceptable to Owner, completed to the reasonable satisfaction of Owner and executed
by the OC and the Consultant. The application for payment as it relates to the GC shall be
reduced by a 10% retainage on the work of all subcontractors of the GC until 50% of the work
for each trade is completed, at which time no further retainage will be deducted and the balance
shall remain unfunded until completion of the Project. Upon completion of the Project and in
accordance with Section 4.7 below, the retainage shall be paid, subject to continued retainage of
150% of each subcontractor's punchlist amount as reasonably determined by the Consultant,
which will he held until final disbursement as further described in Section 4.7.
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(C) Invoices: I f the Draw Request includes a request for amount
for non-construction itc::ms. Developer shall provide invoices for such items.
(d) Lien Waivers: Notarized construction lien waiver form
executed by the GC and by each appropriate subcontractor, laborer or materialman, whic
indicate that each of them has been paid in full for all work performed and services and material
furnished through the date of the Draw Request as to the GC and through the date of the prio
Draw Request as to all subcontractors, laborers and materialmen.
(e) Affidavit: A certificate executed by GC which certifies that al
funds disbursed to date by O~er to GC have been paid to the appropriate parties and whicI-
certifies that GC will continue to comply with all provisions of this Agreement and the Exhibit
attached hereto.
(f) Consultant's Report: A written report from the Consultan
certifying that all work completed through the date of the Draw Request is in compliance witt
the Construction Plans and confirming that the undisbursed portion of the Project Costs i~
adequate to complete and fully pay for the construction of the Improvements and completion 01
the Project in accordance with the Construction Plans and the General Contractor's Agreement.
(g) Architect's Report: A written report from the Architect
certifying that all work completed through the date of the Draw Request is in compliance with
the Construction Plans.
4.3 Disbursement Amounts. Following receipt of a Draw Request and receipt
and review of the reports and all other items required for a disbursement to be made under this
Agreement, Owner shall determine the amount of the disbursement it will make in accordance
with the Project Costs and shall make direct payment to the General Contractor or appropriate
subcontractor and/or supplier, provided no Event of Default exists hereunder or under the
General Contractor's Agreement.
4.4 Option to Disburse Funds to Contractors. If an Event of Default exists, or
upon notice to Owner of non-payment by Developer or the GC of any obligation related to
construction of the Improvements and failure of Developer or GC to provide a reasonable
explanation for any such non-payment, at its option, Owner may make disbursements directly to
any party performing the obligations of Developer or GC hereunder or under the General
Contractor's Agreement or any unpaid subcontractor, laborer or materialman providing labor,
services, fuel, machinery or materials in connection with the construction of the Improvements
and whose claim is set forth in writing and certified to Owner. The execution of this Agreement
by Developer shall, and hereby does, constitute an irrevocable direction and authorization to
Owner to so disburse the funds. No further direction or authorization from Developer shall be
necessary to warrant such direct disbursements and all such disbursements shall be deemed
disbursed to, or on behalf of Developer as fully as if made to Developer, regardless of the
disposition thereof by any subcontractor, laborer or materialman so paid.
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~.5 Conditions Precedent to First Disbursement. Owner shall not be obligatec
to make the first disbursement until all of the following conditions precedent have been satisfiec
by proper evidence, and the following items have been executed and delivered to Ov.rner. all ir
form and substance reasonably satisfactory to Owner:
(a) Notice of Commencement. A Notice of Commencement shall
have been properly completed, executed, recorded and posted in accordance with Florida
construction lien laws.
(b) Insurance. All original certificates of insurance required under
Article II hereof.
(c) Development Drawings and Construction Plans. Two (2) sets
of the Construction Plans and Development Drawings and one (1) set of Construction Plans and
Development Drawings clearly indicating (by "ballooning," highlighting, blacklining or
describing in writing in sufficient detail in a memorandum accompanying such modified
Development Drawings or Construction Plans) all such modifications approved by O'Mler in
writing (either by initialling the same or by other written approval identifying all pages and
dates, including revision dates) by O'Mler, the Consultant, Developer, GC and the Architect.
(d) Permits. Copies of all applicable permits including, without
limitation, the building permit and all other permits required for construction of the
Improvements.
(e) Construction Documents. Two (2) fully executed originals and
one (1) copy of each of the General Contractor's Agreement and all other construction contracts
and subcontracts.
(t) Consents of GC and Architect. The GC and the Architect shall
agree that Owner may use and copy the Development Drawings and the Construction Plans at no
cost to O'Mler and the same shall constitute the exclusive property of Owner.
(g) Bonds. Payment, performance and completion bonds in the
amount of the General Contractor's Agreement naming Owner as "obligee" and issued in form
and substance and by a surety reasonably acceptable to O'Mler.
(h) No Event of Default. No Event of Default shall exist under the
General Contractor's Agreement as defined therein.
(i) Other Documents. Such other information, reports, agreements
and documents required under this Agreement or reasonably required by Owner.
U) Survey, Developer shall furnish to Owner five (5) copies of a
foundation survey of the Garage (the "Survey") prepared by a registered surveyor satisfactory to
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O....l1er within ti fteen (15) dJ.Ys after completion of the toundJ.tion showing that the foundatio
has been poured within the boundaries of the Property.
(k) Soil Report. A report as to the compaction of any soil fo
construction together with any other soil test perfonned on or to the Property by a soil testin~
finn satisfactory to o v.rne r, at such times and in such locations as recommended by such fi~
Developer shall promptly submit to O~er copies of all such reports, together with any othe
physical tests made on or to the Property or the materials to be used in the construction of tht
Improvements. Additional testing requested by Ov.rner shall be at O~er's expense.
(I) Title. A title insurance company engaged by Ovmer (the "Title
Company") shall have issued to Ov.rner at O~er's expense an Owner's title insurance polic)
with respect to the Property (the "Title Policy").
(m) Deliveries. If applicable, the items set forth in 4.6(b), (c), ane
(e)-(i) have been delivered to Ov.rner.
4.6 Monthly Disbursements. Ov.rner shall not be obligated to make an)
disbursements after the first disbW'Sement until all of the following conditions have been satisfied
and remain satisfied as of the date of each such disbW'Sement:
(a) All of the conditions set forth 1n Section 4.5 above remain
satisfied.
(
\
(b) Along with the submission of a Draw Request, a request for
payment signed by Developer and the GC shall have been delivered to Owner which sets forth a
detailed breakdown of the disbursement requested, inc1udingt without limitation, the requisition
of the GC, together with copies of invoices and other documentation to substantiate any requests
by Developer for payment of Project-related "soft costsU approved by Owner and which are a
part of the Project Costs.
(c) The Consultant, the GC and the Architect shall certify that
construction of the Improvements for which such Draw Request has been made has been
performed in substantial accordance with the Construction Plans, the Project Costs, and all terms
and conditions of this Agreement and the General Contractor's Agreement.
(d) The Title Company shall have issued to Ovmer at Ovmer's
expense an endorsement to the Title Policy updating the effective date of the Title Policy, listing
any additional subordinate matters, if any, and certifying that no lien or other interest shall have
attached to the Property or the Improvements, except taxes for the current year, not yet due and
payable, and those other matters, if any, approved in advance in writing by Owner.
(e) Ov.rner shall have received all required approvals to the Draw
Request including approvals and certificates from the Consultant, Developer, GC and the
Arc hi tec t.
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(f) Owner and the Titk Company shall have received copies oCa.
notarized partial release lien waiver forms e.xecutc:d by each appropriate subcontractor, supplie
and materialman for disbursement made under the preceding Draw Request or any portions 0
the current Draw Request shown to have been paid.
(g) No litigation, arbitration or other proceeding shall have bee:
conunenced against the GC, which, in the Owner's Executive Director's or the Owner's Genera
Counsel's reasonable judgment, materially impairs or is likely to materially impair the GC'
ability to complete the Project.
(h) If requested, Owner shall have received a recertification of thc
Survey reflecting all changes in the physical conditions of the Property and the Projec
subsequent to the date of the last certification of the Survey. Each such recertification shall sho\<
all construction and development work in place as of the date of such recertification.
(i) There shall not have been any destruction or casualty to the
Premises that is not anticipated to be covered by insurance. To the extent that there is an)
destruction or casualty whether or l~.A covered by insurance, Developer agrees to immediately
notify Owner of the same in writing.
CD No Event of Default shall exist under the General Contractor's
Agreement as defined therein.
4.7 Requirements for Final Disbursement. Owner shall not be obligated to
make the fmal construction disbursement until all of the following additional conditions have
been satisfied:
(a) The Project (including, without limitation, all punch list items)
has been completed substantially in accordance with the requirements of this Agreement, the
General Contractor's Agreement and in accordance with the Construction Plans, and certificates
as to such completion have been issued in form reasonably satisfactory to Owner by the GC, the
Architect and the Consultant including, without limitation, an Architect's Certificate of
Completion together with an AlA G704 Certificate of Substantial Completion, a Contractor's
Certificate of Completion together with the AlA G704 Certificate of Substantial Completion and,
if applicable, an Engineer's Certificate of Completion.
(b) Ov.rner has received five (5) copies of an "as-built" survey paid
for by Ov.rner prepared by a registered surveyor showing that the Improvements have been
constructed within the boundaries of the Property and the striping of all parking spaces has been
completed with a statement as to the number of parking spaces available marked thereon.
(c) Ov.rner has received five (5) sets of detailed as-built plans and
specifications of the Improvements approved and certified as such in writing by the GC and the
Consultant. Each set must include plans and specifications for architectural, structural,
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THE
A ~ E R I I: .. \j
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AlA Document A20 I
General Conditions of the Contract
for Construction
THIS DOCCMENT HAS I.WPORTANT LEGAL CONSEQUENCES; CONSULTATION
WITH AN ATTORNEY IS ENCOCRAGED WITH RESPECT TO ITS .WODIFlCATION
1987 EDITION
TABLE OF ARTICLES
1. GENERAL PROVISIONS
8. TIME
2. OWNER
9. PAYMENTS AND COMPLETION
3. CONTRACTOR
10. PROTECTION OF PERSONS AND PROPERTI
4. ADMINISTRATION OF THE CONTRACT
11. INSURANCE AND BONDS
5. SUBCONTRACTORS
12. UNCOVERING AND CORRECTION OF WORK
6. CONSTRUCTION BY OWNER OR BY
SEPARATE CONTRACTORS
13. MISCELLANEOUS PROVISIONS
7. CHANGES IN THE WORK
14. TERMINATION OR SUSPENSION OF THE
CONTRACT
This document has been approved and endorsed by the Associated General Contractors of America.
Copynghl 1911, 191 S. 1918. InS, 1937, 19S 1. 19S8. 1961, 1963. 1%6. 1967, 1970, 1976, @1987 by The Americm Inslitute of .\rchlleCls, 17,.;
New York Avenue. NW, W~hington. DC.. 20006. ReproduCl1on of lhe malenal herem or subslmlial quolalion of ilS proVIsions WIlhoUl wrmen
permissIon of [he AlA Violates [he copynghl laws of lhe COiled Slales me! w,1I be sublecl 10 legal proseculIons.
~ CAUTION: You should use an original AlA document which has this caution printed In red.
WW An original assures that change. will not be obscured as may occur when document. are reproduced.
AlA OOCUMINT A201 . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRLCTION · FOURTEENTH EDITION
AlA_ . @ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 173S :'<EW YORK ..\.vE~LE, ~ W . WASHINGTON, 0 C 20006
A201-1987 1
WARNING: UnllcenMd ~ng ""*'- u.s. ,oprrJght '-Ind I. IUbject to 1. ptOMCUtIon.
~
Acceptance of Nonconfonnlng Wortl l) 6 6, l) 93,12.3
Acceptance of Work l) ()6, 9 82, 99). 910 l. ') l03
Acceu to Wortl 3.18,6 2l. l21
ACCident Prevenllon .. 2), 10
.\cts and OmISsions 3 2l. 322.332,3128,318, .\23, ~3 2,
..39,831, lOlA, [02.5, 13'U, 13~, 1..1
.\ddenda 1 I I, ) 1 1
.\ddillonalCost.Claimsfor .\36,~3~.43 9,6.1 1,103
AddillonallnspectionsandTestmg. 42.6,98.2,122.1,13;
.....ddittonal Time. Claims for. 4.3.6,438.4.39,8.3.2
ADMINISTRATlON OF THE CONTRACT 333,4,94,95
Advertisement or Invitation to Bid. I. I I
.....esthetic Effect. . . 4213,4 5.1
Allowanc.e 3.8
All-risk Insurance. I 1.3. I. 1
AppllclIUoneforPayment 4.2.5,73.7,92,1.3,94.9.5\,963,
983,9101,910.3,9104.111.3,14.24
24,333,3 5.3102,312.4 through 312.8,3183,
.U.~, 9.32,1131.4,134.2,135
4.14,4.32,4.34,4.4.4.4.5,
8.31. 10.12, 11.39, 11.3.10
Architect 4.1
Architect. Definition of. . 4.1.1
Architect, Extent of Authority. 2.4,3.126, .\.2. 4.32, -t.3.6,
44. 52. 63, -:' 12, ~2.1, 736, 7.4. 92, 93.1,
94.95,963,982,98.3,9101.910.3,12.1,12.2.1,
13.51,13.52.14.2.2,14.2.4
ArchItect. Limlutions of Authority and Responsibility. 33 3. 3 12.8.
312.11,4.12,4.2.1,4.2.2,42.3.42.6,4.2.7,4.2.10.4.2.12,
4.2.13, 4.3.2. ;.2.1, 7.4, 94.2. 964, 9.6.6
Architect's Additional Services and Expenses. 2.4,98.2,
11.3.1.1. 12.2.1, 122.4. 13.5.2, 135.3, 14.2.4
Archltect'aAdmlnl8tnltlonoftheContrKt. . 4.2,436.
43.7,4.4.9.4.9.5
Architect's Approvals 2.4, 3.5.1, 3 10.2. 312.6, 3.12.8, 318.3, 4.2."7
Archl1ect'sAuthontytoReJectWork. 3.51.4.2.6.12.12.12.2.1
Archltecfs Copynght 13
Architect's Decisions. 4.2.6.4.2.7,4.2.11. 4.2.12, 4.2.13,
.d.2, -t36, 4.41, 44.4. 4.5, 6.3, 73.6, 738. 8.1.3. 8.3.1,
92,94,951,9.82.9.91,10.12,135.2.14.2.2,14.2.4
Architect's InspectiOns. 4.2.2.4.2.9.4.3.6.94.2.9.82.
9.92,9.10.1.135
..26,42.7.4.2.8,4.3.7,7.4.1.12.1.13.52
4.2.11.4.2.12.43.7
4.2.2.42.5,436,942,
951. 910.1,13.5
Architect's Project Represenutive 4.2.10
Architect's Relationship with Contractor 1 12.32.1,32.2,
333. 3;1, 3~3, 3.11, 3.12.8, 3.12.11, 3.16, 318, 42.3, 4Lt
.. 26. -U.12, 52.6.22, "13..,9.82.1137,12.1,135
Architect's Relallonship with Subcontractors 1 1.2.4.2.3,424.
426.963, 96.., 113~
942.951,910.1
.U2, .\25, 4.2.9, ..36. 9'\2, 95 1.
982,992.9.10 I. 1.))
10.1
3 18l.9102.10.1 ~
61 I
Approvals .
Arbitration .
Architect's Instructions
Architect's !nterpreutions.
Architect's On-Site Observations
.....rchitect's Representations
Archl1ect's Site Visl1s
.....sbestos
.\ttorneys Fees
.\ ward of Separate Contracts
A w.rd of SubcontnlCta .nd Other ContrKta for
Portions of the Work
B_1e Definitions
Bidding ReqUirements
BolI.r and Machinery lnaurance
Bunds. Lien
Bunds, Performance and Pavment
5.2
1.1
1 1 1. l I -. 'i21, 11 ~.l
11.3.2
<) ll) 2
~ :. 6...9 103. 11 39, 11 4
INDEX
BUI!dmg Permit ) - I
C.pltallDtlon 1 .4
Certificate of Substanllal Completion 982
Certtftc:lltee for Payment 42 5,42.9,9 33.9.4,95,9 6l.
966,9"1 1.9.83,910 I. 910.3. 137, 141 1 3, 1424
Certificates of Inspecllon, Testing or Approval 3 12. l l. l3 'i.4
Certificates of Insurance 932,9.102. Il 13
Change Ordera l.l I. 2~.1. 3824. 311. 428. 433, 'i23.
"1 1,7.2, -32.8.31,93.1.1,9103,11312,
11.34, 1139. 1212
"12.1
7.1
3.11,42.8.7,8.3.1,9.3.11,1013
4.3.1
4.3,4.4.45, 6n. 832.
9.3.12.9.33. 9.10A. 10.14
Clalms.nd Tlmety AaertIon of C18lme 4.5.6
CI..ms for Addl1loNl Coet. . 4.3.6.4.3.7,4.3.9,6.1 1,103
ClalmaforAddltIonelTlme. . . 436,4.3.8,439.832
Claims for CollCMled or Unknown Colldltlons. . 4.3.8
Claims for Dam~cs. . .3.18. 439,6.1.1,6.2.5,8.32.9.5.12. 10.1.4
Claims Subject to Arbitration. . . . 4.3.2,4.4.4.4.5.1
C"'nl~ Up 3.15,6.3
ComlMllC<<MI'rt of Stnrtory Umltdon Period 13.7
Commencement of the Work. Conditions Relating to . 2.1.2.
2.2.1,3.2.1.3.2.2.3.7.1.3.10.1,3.12.6,4.3.7,52.1,
6.2.2.8.1.2.8.2.2,92, 11.13. 113.6, 114.1
Commencement of the Work. Definition of . . 8.12
Commumcations FaciliUting Contract
Administration . . . . . . . . 3.9.1,4.2.4,52.1
Completion. Conditions Relating to . . . . . 3.11. 3.15. 4.2.2. 4.2.9.
4.3.2.9.4.2,98.9.9.1.9.10.11.3.5. 12.2.2.13."11
COMPLETION, PAYMENTS AND. . . . . . . . . . . . . . 9
Completion, SubsUntial. . . 4.2.9.4.3.5.2.8.1.1.8.1.3,8.2.3.
98.9.9.1,12.2.2,137
Compliance with Liws . 1.3,3.6,3.7,3.13,4.1.1, 10.22. Ill,
11.3.13.1,13.5.1.13.5.2.136,14.11.14.2.13
Concealed or Unknown Conditions. . ~.36
Conditions of the Contract . 1.1.1.1.1.7,6.11
Consent. Written 13.1.3.128,3.142.4.12.
4.3A. 4.55.93.2,98.2.9.91.910.2.9103,1012,1013,
113.1. 11.3.14. 11.3.11.132. 13A2
CONSTRUCTION BY OWNER OR BY SEPARATE
CONTRACTORS . I 1...8
Construction Change Directive, Defmition of. . -.3. I
ConatNCtIon Change DINCtlvee . . .. 1.1.1,428."1 1,7.3,9311
Construction Schedules. Contractor's. 310.6.13
Contingent Aaaltnment of SubcontnlCta 5.4
Contlnul~ ContrKt P4M'fonnanCe 4.3.4
Contract. Defimtlon of . 1 1 2
CONTRACT, TERMINA TlON OR
SUSPENSION OF THE . ~F. <; 4.1 114
Contract .....dmmistration 3.3.3,...94,9 'i
Contract .....ward and Execution. Conditions Relating to 3. - I.
310, 5.2, 9.2, II 13, 1136. 11..1
Contract Documentll, The 1.1, 12. -
Contract Documents. Copies Furnished and Use of 13, 2 2 5. '; 3
Contract Documents, Definiuon of \ l l
Contract Performance During ..vbltrauon .. ) .., ~ '; ,
Contr8CtSum 3.8, ..36. 437, .H... 'i 23.
6[ 3, ~ 2. ~ 3. 9.1, 97,113 1, 122~. 123, H 2 ~
Contract Sum, Definiuon of 9.1
C,)ntrJC{ Time ~36, ..38, ~.~A, ~ 21 3. -I.
821.831,9~. 121 I
8.1.1
Change Orders. Defimuon of
Ch8ngea. .
CHANGES IN THE WORK
Claim. DefInition of.
Clatma and ~ .
2 A201-1987
C'lntract Time. o.ftnltlon of
AlA DOCUMENT A201 . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION. FOLRTEENTH EDITIO:\
,4,lA. . '91987 THE AMERICAN INSTITlJTE OF ,\RCHITECTS, l"~~ NEW YORK AVENlJE. NW. WASHINGTON. D C ':I"~~)
WARNING: Unllc:enMd ~ violldlM U.S. copyright 1_ lII1d I. IUbtKt to Ieg8I proeec:ution.
~
CONTRACTOR 3
Comr:l.ctor. Deftnltlon of 3.1,6.12
Comr:l.cto(s Bid 1 1 1
ContrKtor's eon.tIuctIon Schedules 3.10,613
Cumracto(s Employees 332.3<4.2.38.1.3 <}. 3 18.423.
.U6. 81.2.102.103. II I l. 14211
ContrKtor's u.bIllty IMUrance 11.1
Contractor's Rel:1l1onship With Sepuate Contractors
and Owner's Forces 22.6.3 12.5.3 142. L~.4. 6.122.5
Contractor's Rel:;llionshlp with Subcontractors 12.4.33.2.
3181. 318.2. 52. 53. 5.4.96.2. 1137, 11.38. 14.2. U
Contnctor's Relationship with the Architect I 12.32.1.3.2.2.
333.3.5.1.373.311,312.8316.318.4.23.424,426,
'i2.12, 52.622, "'3.4. 982. 11.3-, 12.1. 135
Contnctor's Represent:l.lions. 1.22.3.51,312.7.6.22,82.1.93.3
Contractor's Responsibility for Those
Performing the Work 3.32.318.42.3, 10
Contractor's Review of Contract Documents 1.22.32.3.73
Contractor's Right to Stop the Work. 9.7
Contractor's Right to Termln:;lle the Contnct 1'i.1
Contractor's Submlltals 3 10.3 11. 3 12. 4.2.7, 5.21. 5.2.3.
736. 92. 931. 982. 991. 910.2,
910.3. 10.12. 11.4.2. 11.4.3
Contractor'sSuperintendent. 39,10.2.6
COntractOr's SuperviSion and Construction Procedures. 1.2.4.
33, 3.4, 4.2.3, 822. 82.3, 10
11.\.1.7,112.1
122. 12.4,33.1,
3.10, 3.12.7,6.1.3,6.21
Copies Furnished of Drawings and Specifications.. 1.3.2.2.5,3.11
Correction of Work 2.3.2.4,4.2.1. 98.2.
9.9.1,12.12.12.2,13.7.1.3
COSt, Definition of 73.6,14.3.5
Costs 2.4.32.1,37.4.3.8.2.3.15.2,4.3.6.4.3.7,4.381.5.2.3,
6. \.1,62.3.6.3,7333,73.6.7.3.7,9.7.9.8.2,9.10.2, 11.3.12.
1131.3.11.3.4.11.39.12.1,12.2.1.12.2.4,122.5,13.5.14
CuttlngandPn:hlng.. 3.14,6.2.6
Damage to Construction of Owner or Scp:Ir:lte Contractors 3.14.2.
6.2.4,9.5.1.5. 10.2.12. 10.2.5, 10.3, 11.1. 11.3. 12.2.5
Damage to the Work 3.14.2,9.9.1, 10.2.1.2, 102.5, 10.3, 11.3
Damages, Claims for 3.18.4.3.9,6. \.1,6.2.5,8.3.2.9.5.1.2. 10.1.4
Dam:l.ges for Delay 6. \.1,8.3.3,95.1.6.9.7
D2te of Commencement of the Work, Definition of . 8.12
Date of Substanllal Completion. Definition of. . . . 8.1.3
D2y. Definition of 8.1.4
Decisions of the Architect. 4.2.6.4.2.7,4.2.11,42.12.4.2.13,
432, 436, 'H 1, 4.4.4. 4.5. 6.3, 736. 73.8. 8.13. 831. 92,
9.'i, 95.1. 9.8.2. 9.9.1,10.1.2.13.52.142.2. 142.'i
Dec:1aIona to Wlthhold Cerltftc;aUon 9.5, 9.7. 14. 1. 1.3
Defecllve or :-<onconformUlg Work. Acceptance,
RejeCllOn and Correction of . 2.3.2.4.3 51. 'l2.1.
'i26. 4.3.5,9.52.98.2.99.1. 1025. 12. U7 1.3
Defective Work. Definition of 3 5 1
DefinItions 1 I. 2.\.1, 3.1. 3.51. 3.12.1, 3.12.2. 3123, 'l.ll.
'i31. 51,6.12.721,73.1,736.8.1.91. 981
D"'ysand~ofTlme. ,*31,4381.4.382.
61 1.6.23. 72.1. 731. 734. 7.35, 738.
739.8.1 I. ..3,103.1.141 l.'i
Disputes 4.1.4,43.4.4,4.5,625. 63. ~38. 9312
Documents and Samples at the Site 3. 1 1
DraWings. DefinlllOn of 1 1.5
Drawings and SpeclfiC:l.llOns. Use and Ownership of 1 1 I. 1.3.
22.5.311.53
Duty to ReView Contract Documents and Field Condillons :12
EffeCtive D2te of Insurance 822. 11 1 2
Contractual liability Insurance. .
Coordination and Correlation
Emergencies 'i\ ~ 10.3
Emplovees. Cumracto(s 3 32. 3'l 2. 381, ;9, :I l>l I.
3 182. 'i23. 'i 26.8.12. 102, 10.3, II I I. 1..2 1 I
EqUipment. Labor. ~atenals and I 1;.1 16.; 4. 3) I.
382. 3123, 312~. 31211.313. 3 I'i 1... 2~.
6.21.736,932.933.11.3. 12 2~. l'i
Execution and Progress of the Work 1 1 3, 12.3.32. ;.. 1,
; 51. 'i2 2. 423. 'i34. .U8, 622. - 1:1.
73.9.82.83,95,991.102. l'i2. 1..3
Execution, eorr.tMIon and 1nt8nt of the
Contract Documents 1.2, 3 7 1
Extensions ofTime .U I. 4.38. "'21.3. 8.3. 103 1
Failure of Payment by Contractor 951 3. 1 'i.21.2
FaHure of Payment by Owner 4.37.9-.141.3
Faulty Work (See Defective or Nonconforming Work)
FIMI Completion and FlMl payment 4.U , 'i 2 9. 'i 3 2.
4.3 5, 9.10, 11. 12, I \.I 3. 11. 3 5. 1 2 3 I. 1 3'"
Financi:l.l Arrangements. Owner's . . 221
Fire and Extended Coverage Insurance 113
GENERAL PROVISIONs. 1
Govemng Law . . 13.1
Guarantees (See Warranty and Warranties)
HazardousM:;uerials. 10.1.10.2A
Identificauon of Contract Documents ILl
Idenufication of Subcontractors and Suppliers. 52.1
Indemntftcatlon. . 3.17,3.11,9.10.2, 10.1.4. 11.312, 113 7
Information and SerIIcee Required of the Owner. . .. Z.12.2.2,
43.4. 613. 61.4, 6.2.6. 9.3.2. 96.1, 96.4. 983. 9.9.2.
910.3, 10.1.4, 112. 113. 1351. U,Z
Injury or DlUIlIlge to Penon or Property . . 4.3.9
Inspections. 3.33,3.3.4,371. 'i.2.2,
4.2.6, 4.2.9. 4.3.6, 9.4.2. 9.8.2. 9.9.2, 9.10 1. l).5
Instructions to Bidders. . . . 1.1.1
Instructions to the Contractor. .. 3.8.1.4.2.8.5.2.1.7. 12.1. 13,2
Insurance. 439 6.1.1.7.36.4,93.2,9.8.2.991.9.102. 11
IMUrance, Boller and Il8chlnery 11.3.2
IMUrance, Connctor'. Uabtlity . . 11.1
Insurance. Effective D2te of 8.2.2. 11 1.2
IMUrance, Loea of U_. . . 1 1 .3.3
IMUrance, Owner'. UabtHty . 11.2
IMUrance, Property. . . 102.5.11.3
Insurance, Stored MateriaLs 932. 11.31.'i
11
991.113.11
11.310
123.312'l.
426.4.2.7.42.12.42.13. '" 'i
Interest 13.6
Int......tlltIon 1.2.5. 1.4. 1.5, 4.1.1, 4 31. 5 1.6.12. 8. l'i
Imerpretauons, Wntten 42.11. 'i212. ..3~
Joinder and Consoli~uon of Cl:.Urns Required. 'i 56
Ju~mentonFlnalAW8rd.. 4.51,4.541.4.5.7
Labor and ....,..., Equipment .. 113. \.16,3.4,3.51. 382.
3122.3123.3.12.7,3.12.11.313.315.1,
4.27.6.2.1,736.9.3.2,93.3. 122.'i. 14
Labor Disputes. 83 1
Laws and Regulauons 13.3.6.3.7.313.4.1.1. 'i)). 4'~
991,102.2,11 I. 113. 131. 13.4. 13.51. U,Z. 136
Liens 212.4.32,4.351,8.2.2,933.910.2
Limitation on Con8OlidMIon or Joinder 4.5.5
lImlt:llIons. Statutes of 4.5'i2. 1226. 1) '"
lImltallOns of Authortly 33 1.4 1 2. 'i2 I.
423,42.7.42.10.522,52.4.7 'i, 11.3 10
INSURANCE AND BONDS .
Insurance Comparlies. Consent to Pmi:l.l Occupancy .
Insurance Companies. Settlement with .
Intent of the Contract Documents .
AlA OOCUIIENT A201 . GENERAL CONDITIONS OF THE CONTRACT FOR C:ONSTRt.:CTI0N · FOt.:RTEENTH EDITION
...1A- . @1987THEAMERlCANINSTITUTEOFARCHITECTS, 1 n~ NEW YORK AliENLE. NW, WASHINGTON. DC zOOO6
A201.1987 3
WARNING: Unllc.lI..d pftoeDclllpY." vtoIIIIM u.s. copyrifOlht ....end.. euDtKt 110.... pIQMCUtIan.
tfttL/
L:mltatllJns of LIability 2 3, 3 2 1, 3 'i 1. 3 ~ 3, 3 128, .\ 12 11.
.' I~. .\ 18, ~ 2 () ~ 2~. ~ 2 12. (j 22.9..2.96",9 10~.
10 I~, 1025. II 12. l1.21. IU~. \3~2. \3 52
LlmltJtlons()fTime.GenerJ! 221. 2.2.~. 3 21. 3 - 3,
,82,310.3125. .lIS 1, ~21. ~.2-. ~211. ~3 2.
~ 3 ". ~ ) ~.~ 36. ~,,9. ~.5 ..2.521. 523. 62~. - 3~. - ..
>12.95.962.98.99.910.111.3.1131.1132,1135.
1136.1221. 12.22, \35. \3-
limitatIons of Time. SpeCific 2.12, 2.2.1. 2~, 3 10,3 11.
3151. ..2.1, ..211, .3, ~4. ~.5. 53. 5... ~35, 739, 82,
92.93 1. 933, 9~.1, 961. 9~. 982, 9102, 11l3, 1136,
113 10. 11311. 1222, 122.~. 1226, 13"'. 14
Lou of U.. In8Uranee 11.3.3
~latertal Suppliers 131,312.1. 42A, 4.26. 521,
931, 93 12, 933, 94.2, 96.5, 910..
\1atenals. Hazardous 101,102.4
,\laterials. Labor. Equipment and 1.1.3, ll6, 34. 3.51, 3 8.2,
3122,3.123,3127.312.11,313,3.15.1, ..27, 621,
"'36,932.933, 1224, 14
\1eans. Methods, Techniques, Sequences and
Procedures of ConstructIon . 33 1. ..23, ..2"', 942
Minor Changes In the Work 11 I, ~28, ~37. - 1. 7.4
MISCELLANEOUS PROVISIONS 13
Modificauons, Definition of I 1 1
Modifications to the Contract 1 1 1. I 12,3.7.3,311,
~.1.2, ~.2.1, 523, 7, 831, 9.7
Mutual Reeponatblllty . 8.2
NonconfonnlnQ Work, Acceptance of . 12.3
:-lonconforming Work, ReJection and Correction of . 2.3.1,
"3.5,9.5.2,982,12,13713
2.),24.32.1,32.2,3.73,374,3.9,3128,
3129. 317, ~3, ......, .. 5, 52.1, 5.3, 54.ll. 82.2, 941,
95 1,96.1. 9."', 9 10,101.2. 102.6, Ill3, 113, 12.2.2,
12.24. 133, 13.5.1, 1352. 14
Notice. Written 2.),24,39.3128, 3129. ~3,
~~~. ..5. 52.1. 53. 5~1 1,82.2,94.1,951,9"',910,
10 12. 102.6, 11 13, 113, 12.2.2, 12.24,13.3,13.5.2, I..
:-.loticeofTestingandlnspections 13.51,135.2
:-.lotIce to Proceed. . 8.2.2
Notic.., Perm Ita, F... and 2.2.3,3.7,313,736.,*, 10.22
Observations, :~rchitec(s On,Site ~.2.2. ~.2. 5,
43.6,94.2,9.5.1,9101,1;5
12.2,32.2
966,981,99, 11311
4.2.2,4.29,436.
94.2,982,992,910.1
.U.2, 425, ~,' 6.
94.2,951,9101, \3 'i
23,39,4.37, "',8.2.2,1139. 12 I.
122, \35 2. I~, 1
OWNER 2
Owner. Deflnltion of 2.1
Owner, Information and Servlc.. Required of the 2 12.
2.2, ..3~. 6, 9, IOI~, 112. 113, 1351. 1~.1 15. I~U
Owncr's Authortty 381. 4.13, ~2.9. 521, 5 2.~, 5 .1.
- ; 1. 822, 9,\ 1.9 ;2. II~ 1. 122.4. \352, 142. 1.. ,\I
Owner', FinanCial Capability 221. 1. 1 I 5
Owner'. Liability In8Urance 11.2
Owner', Loss of Lse lnsur:mce II , "
Owncrs RelatIonship With Subcontractors 1 I 2.
52 I. 5 ~ I, 9 i) .
2.-+, 122.-1, l-t 222
:-.lotice
ObservatIons, Contractor's.
Occupancy
On,Slte lnspecllons by the Architect
On,Slte Observations by the Architect
Orders. Wntten
Owner's Right to Carry Out the Work
Owner'. Right to Clean Up
Owner's Right to Perform ConstNction and to
Award Separate Contracts 6.1
Owner'. Right to Stop the Work 2.3, ~ , -
Owner's Right to Suspend the Work l. "
()wner , Right to Terminate the Contract I. 2
Ownership and U.. of Architect'. Drawing.. Speclflcations
and Other Documenta I I 1. 1.3, 22 5. 'i 3
Partial Occupancy or U.. 9 66, 9.9. II.; II
Patching, Cutting and 3.14.62.6
Patenta. Royalties and 3.17
Payment, ApplicatiON for .2.S. 92. 9.3, 9 ~.
951.9.8.3,9101.910.3, 91(H, h2.
Payment, Certlflcat..for .US. .U9. 9" 3.9.4,95
961,96.6.971,983,9101. 9103,13"',1..1 13, 1~2...
Payment, Failure of 4.3 -,9 5 1 'o,
9.7,9102,14.1 13, 1~211.
4.2.1,4.2.9,4.3.2, ,U5, 910,11 12.
1113,1135.1231
~ 3 6~.
9.103, 1139.11.4
43-+,93,96.
983,910.3, \36, 1~23
9,14
5..2,9; 13.
96.2,963,964. 1138, 14212
10 \
~ 36~.
910.3. 1139. 114
Permits, F... and Notlcn . . . 2.2.3,3.7,313, 7 36~. \022
PERSONS AND PROPERTY, PROTECTION Of 10
Polychlorinated Biphenyl. 10.1
Product Data, Definition of. 3122
Product Data and Samplee, Shop Drawlnga . 3 11, 3.12, 4 2. ~
prograu and Completion. 422, ~3". 8.2
progran Paymenta 4 3 4, 9 3,
9.8,98.3,9103.\36. \..2.\
Protect. Definition of the. 1.1.4
Protect Manual, Definition of the . . 1.1.7
Prolect Manuals 225
Project Representatives .. 2. 10
Property In8Urance 10 2 ;, 11.3
PROTECTION OF PERSONS AND PROPERTY. 10
Regulallons and Laws 13,3.6,3"',313, 41.1. 4 5.5.
,,57,10.22.111.113.131.13.4.13;1.1352. \36. l~
Rejection of Work 35 1,426.122
Releases of Waivers and Liens 910.2
Representations. 12.2,351,312-
622, 82.1, 933, 942, 95 I. 982, 9 10. I
2.\1,;11.39
4.1 \,421. ..210, 511. ;12.1) 21
Resolution of Claims and Disputes . . 4.4, . S
Responslbtlitv for Those Performmg the Work 3 ; 2.
~23, 61.\ 61..10
Retamage 931,962.98.3.9.9.1.9102.910'
Review of Contract Documenta and Field
Conditions by Contr8ctor
Review of Contracto(s Submittals by
Owner and Architect
Payment, Final
Payment Bond, Performance Bond and
Pa yments, Progress
PA YMENTS AND COMPLETION
Payments [0 Subcontractors
PCB
Performance Bond and Payment Bond.
Representatives
122.3.2, ;"',\..~ 12 -
310.1, ,\102. , I\.
427, .U.9, 521. 523. l) 2.
Revlcw of Shop Drawmgs, Product Data
.Inu Samples bv Contractor
Rights and Remed'"
,2 6, ~ ; 6. ~5. S 3.61,
.' 12.
l) ~ 1.
4 A201.1987
6.3
Royaltl.. and Patenta
, 12 5
12,23. 2 ~. 3 5 I. " IS 1..
(J3, - ,\ 1, 8" 1, l) 5 I . l) - 10 2 S
103, 1222, 122 '. 13.4, \.
3.17
AlA OOCU.....-r A201 . GENERAL CONOITIO:'OS ()F THE CONTRACT FOR CONSTRUCTtON . FOURTEE~TH EOITIU"
.~IA. . '91')87 THE .\MERICAN INSTITLTE OF .~RCHITECTS. 1735 :'oIEW YORK AVENUE, :'oIW. W.~SHINGTON. 0 C ';\XXXl
WARNING: UnllcenMd pho~ftQ vlolItM U.S. coPYrlllht 1_ mid Ie IUtllect to \e9II ~.
~
Rulel Ind Notlc.. tor Arbltllltlon
Satlty of PIllIOnl and Property
Saflty Precaution. and proglllm.
'.mples. DetinHI(m nf
Samples, Shop DllIwlnga, Product Da.. and
Sampl.. at the Sltl, Documents and
Schedule ot Valu..
,chedules. Cun5trUCtlOn
,ep.rate Cumracts and Cuntractors
4.5.2
10.2
. .: ~ 10.1
, 12 '
3.12, . .: -
3.11
9.2, q, I
, 10
-t ..: ~
, I I
I 1...,1.2.2..
. ~ ~ (). II ,~ 1212 122 ~
\ 121
, 113.12, .2~
3.13, () I I. (12 I
"...2.2..29.'().9H2.9 10 1.1' ~
~.!.2. -i..!.-;, -+29. -i_~ ().
9~1.9.H2.992.9 10 I. I,\~
. 2 6. 12 2 I I.' ~
1.1.6
I I I 1.1.6, I I ~. I 2.. 1 , .\ I I
..~.2.122('.1'-
2\. -+.,-.9 -.10 I 2. 11'-'. 1-+ I
h2 1.9.\2.102 12.11' 1..122.
shnp Drawings. Definition of
Shop Drawlnga, Product Da.. and Samples
Sltl, U.. of
"te Inspections I 22.
Site \.''1t5. ..\rchHects
9.-+2,
'pecial Inspections and Testing
Speclflcatlona, Definition of the
Specification., The
"tatutes nf LimHatlons
Stopping the Wnrk
,tored "laterials
"uhcomracror. DefinHlon nf
SUBCONTRACTORS
"uhcomractor5. Work bv
~ 1 I
5
12-+..'.' 2. :\121
.2:1.~.\~.
Subcontl1lCtual Relatione. 5.3,1 -+. L)\ 12.962.
9(1.\.96-+.102.1 II.'~. II:lH. 1..1 I. 1-+2.12. 1-+.' 2
"ubm'ttals 1.'..\ 2.'. \.10.\ 11.:1 12. .2-. 1 21. 12'.
-, 6. 9 2. l):I I. 9 H 2. l) LJ I. LJ 1 0 2. 9 1 I) .'. I 0 I 2. 1 I I ,
Subrogetlon. Walvelll of () I I. I I .' '. 11.3.7
Subatantlal Completion .29. .' 1 2. H.l I. H. I .'.
H 2 \. 9.8, 9 9 I. 12 2 1. 12 2 2. 1.1 -
'uhsrantlal Cnmpletlon. Definition of 9 H 1
slIhslllutlon of 'uhcontraclors ~ 2 '. ~ 2.
'lIhS[([utlon III the .\rchHect . I ,
'uhs[([utlons nf \l.tertals \ ~ 1
slIh.-uhcomractor. DetinHion of ~ I 2
'uhsurface CondHlon5 · .1 ()
SUCCIl80IlI and Aulgns 13.2
Superintendent 3.9, I (I 2 (1
Supervision and Construction Procedu.... 1 2. 3.3,' ..
.2.'..' ..111 '. () 2.. - I.'.~'.. H.2. H.,.l. II). 12. I.
.. I.. ... ~.12.9 102.910' 1.22
l) L) ! ~) ! ()!. \.) \ () ~
\ I K \
....uret\.
"Iure{\", Ci lnsent ()f
.....un.e\s
SUlpenalon by the Owner for Convlnlence 14.3
....,U:"lp~nsl()n of [he 'X.ork t ~ - t..,,; 1 -+ l ~ -to l1 "
'lIspen"on or Termlnatlun uf the Cumract . 1 - '; . I 1 I.
TaXIS 3.8, - 1 'J .
Termination by the ContnlCtor 14.1
Termination by the Owner tor Cau.. ~ . I 14.2
Termination of the ....rchHeCt · I ,
Termination of the Contractor 1 . .: 2
TERMINATION OR SUSPENSION OF THE CONTRACT 14
T....andlnapec1lone :I) .\. .f2.6. ..2 9 <).2.122 \ 13.5
TIME 8
Time, Delay. and extensions of . , K. - 2 I 8.3
fime limits. SpeClfic 212.22.1.2....' 11)..\ II..' l~ I
..2.1. -+ 211. -+.). -+-+. -+1. 1). 1-+. -:1,. - .' 9. K 2.92. l) \ I.
LJ.\,I. LJ-+I, 9().1. 9-. 98.2.9102. II 1,\. 11\ 0. 11.\ to
II.~ II. 1222.122-+. 1220. 1'.- I.
Time Limits on Claim. -+-'2.4.3.3,.-' 6. .\9.... ';
Title III Work 9 .1 2. <) .1 1
UNCOVERING AND CORRECTION OF WORK 12
Uncovering of Wort( 12.1
Lnforeseen Conditions . \ 6. ><.1 I. III I
L.nll Pnces - I .. ~ .\ .\ 2
L.';CofDocuments I 1 I. 1:1.221.' 12 - ~ 1
U.. of Site 3.13, () 1 I. (,2 I
Valu... Schedule of 9.2, l) .1 I
Waiver of Clalme: Final Payment. 4,3.5, -+ 1 I. l) III .1
W.lver of Claims hy the Architect 1.1 . 2
WJlverofClaimshvrheContracwr <JIll.. II '-.11.2
W.lver of Claims by the Owner . \ '. . '; I c) q '.
910.\.11:1.'. 1\ .'~ II ,- 1'.2
W.lver of Liens 9 III 2
Waivers of Subro~ation 6 I I. I I ~ ~ I I \ -
Warlllnty and Warranties 3.5, . 2 l)
-+",.9".9A2.LJ91 1222.11- II
Weather Delav5 . 1 K 2
When Arbltllltlon May Be Demanded 4.5.4
Work. Dc:tinl[(on of I I 1
\XmtenConsent I 1..\ 12><. \ 1.2..12..'..
..1 1. 9~ 2. <) H 2. 9 9 I. l) 10 2. <) III 1 III I 2. 10 I \
I 1..\. I. I 1 '.\ I .. I 1 , I I I' 2. I,.' 2
\X.mten Interpretations
Wrlnen Notice
.. '. 1 2. I. ~.\.
1().~.6.
~,~ il. f2.1~. f ~-
.!..'. .2... :lLJ. .' 12 A. 1 I 2 l) . \ . . .
~.-+.l 1. >< 22. l) -+.1. <) ~ I ') - q III. III I 2
II I ~. II __l", l2.2.2. 12.2-t. 13.3, t,"-,; 2. 1 +
2"q~,)-
- >< .!.!. II .1 l). 121. I.! 2. II'; 2. I. \ I
\\ mten Orders
AIAOOCUMENTA201."F,FH\I ",lllrl(,,"'F '1IF""IH\I: F"H""':HII :111'.""~IFF'.rIIFII\II'"
\1'" . :111- \\It-HIC "1'''1111 IJ-(It\t(( !1111-{ f.... I~~;"I-\\ '11~f... \\f''.,1 t. '\,\\ '.\\".ll'c,l'()'\, 1)( ~rl"l~,
A201-1987
5
WARNING: Unllceneed pnotocopylng Violate. U.S. copyroqhllaws and I. 5ub!ect 10 lega' prosecution.
~-
GE~ERAL CONDITIO~S OF THE CO~TR.\CT FOR CO~STRCCTIO~
ARTICLE 1
GENERAL PROVISIONS
1.1 BASIC DEFINITIONS
1 .1 .1 THE CONTRACT DOCUMENTS
The Contract Documents consl~t of the Agreement hetween
Owner and Contractor (heremafter the Agreement). Cond1t\ons
of the Contr.lct (General. Supplementarv and other Conditions).
Drawmgs. SpeCIfications. addenda Issued prior ro execution of
[he Cuntract. uther documents listed m the .-\greement and
.\\odificatlons Issued after execution of the Comract :\ ..\\odifi-
cation IS (1) a wntten amendment to the Contract signed bv
hoth parties. (2) a Change Order. ()) J Construction Change
Directive or (-i) a ,Hillen order for a mmor change m the ~'ork
issued by the .-\rchltect. Cnless speCIfically enumerated in the
.-\greement. the Contract Documents do not include other
documents such :15 bidding re-quirements (advertIsement or
inVllatlon to bid. [nstructions to Bidders. sample forms. the
Contractor's bid or portions of addenda rdmng to bidding
requirements).
1.1.2 THE CONTRACT
The Contract Documents form the Contr.lct for Construction.
The Contract represents the entire and integrated agreement
between the parties hereto and supersedes prior negotiations,
representations or agreements. either written or oral. The Con-
tract may be amended or modified only by a Modification. The
Contract Documents shall nOt be construed to create a contrac-
tual relationship of an\" kmd (I) between the Architect and Con-
tractor. (2) between the Owner and a Subcontractor or Sub-
subcontra<:tor or (3) between any persons or entities other than
the Owner and Contractor. The :\rchitect shall, however. be
entitled to performance and enforcement of obligations under
the Contract Intended to facilitate performance of the
Architect's duties.
1.1.3 THE WORK
The term "Work" means the construction and services
required by the Contract Documents. whether completed or
partially completed. and includes all other labor, materials,
equipment and services provided or to be provided by the
Contractor to fulfill the Contractor's obligations. The Work
may constllute the >I.hole or a part of the Project.
1.1.4 THE PROJECT
The Prolect is the tOtal construction of which the Work per.
formed under the Contract Documents may be the whole or a
part and which may include construction by the Owner or bv
.,eparate contracrors.
1.1.5 THE DRAWINGS
The Drawings are the graphK and pictorial portions of the Con-
tract Documents, wherever located and whenever issued.
showmg the deSign. location and Jimensions of the Work,
/oIenerallv InclUl.hng plans, elevations. sections, Jetalls. sched-
ules and diagrams.
1.1.6 THE SPECIFICATIONS
The SpeCIfications an: that ponlon of the Contract [)ocumt:lHs
conslstmg of the wrlllen re4U1rements for mJtenals. e4ulp-
ment. construction wstems. .,tandarc1s and workmanship for
the Wmk. and performance uf related ser./Ices
1 .1.7 THE PROJECT MANUAL
The ProJect ..\\anual is the volume usuJ.!lv assembled t-or the
Work which may mclude the bidding reqUIrements, sample
forms. Conditions of the Contract and SpeClt1catlons.
1.2 EXECUTION, CORRELATION AND INTENT
1.2.1 The Contr.lct Documents shall be Signed bv the Owner
and Contractor :15 provided in the .-\greement . If either the
0" ner or C0ntr:lCtor or b()[h do not Sign all the C,Jntract
Documents. the .-\rchllect shall idemlfv such unslgneu Docu-
ments upon request.
1.2.2 Execution of the Contract by the Contractor is J repre-
sentation that the Comractor has visited the site. become famIl-
iar With local conditions under which the Work IS to be per.
formed and correlated personal observations with reqUIre-
ments of the Contract Documents.
1.2.3 The Intent of the Contract Documents is to include all
Items necessary for the proper execution and completIon of the
Work bv the Contractor. The Contract Documents Jre comple-
mentarv, and what IS required by one shall be as binding as If
required by all; performance by the Contr.lctor shJ.!1 be
required only to the extent consIStent with the Comract Docu-
ments and reasonably inferable from them as being necessary
to produce the intended results.
1.2.4 Organization of the Specifications into divisions. sections
and articles. and arrangement of Drawings shall not comrol the
Contractor in dividing the Work among Subcontractors or m
establishing the extent of Work to be performed by any trade.
1.2.5 Cnless otherwise stated in the Contract Documents,
words which have well-known technical or construction indus-
trv meanings are used in the Contract Documents m accord-
ance with such recognized meanings.
1.3 OWNERSHIP AND USE OF ARCHITECT'S
DRAWINGS, SPECIFICATIONS AND OTHER
DOCUMENTS
1.3.1 The Drawings. Specifications and other documents
prepared by the .-\rchitect are instruments of the .-\rchltects
service through which the Work to be executed bv the Con-
tractor IS descnbed. The Comractor may retain one contrJct
record set :>Jeither the Contractor nor any Subcontractor. Sub-
subcomractor or material or equipment supplier shall own or
claim J copyright in the Dr.lwings, SpeCIfications and other
uocuments prepared by the .-\rchitect, and unless lltherv.lse
indicated the .-\rchitect shall be deemed the author of them and
wtll retam all common law, statutO~. and other reserved nghts.
In addition to the copvnght. All copies of them, except (he
Comractor's record set, shall be returned or sUltablv accounted
for to the Architect. on request. upon completion of the Wor\..
The DraWings. SpeCifications and other documents preparec.:
Iw the .-\rchltect, Jnd copies thereof furl1lshed to the C, lntraC
tor, are t-or use solelv With respect to thiS Prolect. Thev are not
(u he used by the Comractor or any ';ubcontractOf. 'lut)-
'uhcomractor or matenal or eqUIpment supplieI '>l1 other prnl-
eelS nr for additions to thiS Project outSide the scupe I If [he
6 A201.1987
AlA DOCUMENT A201 . ',E:'<ERAL ( <1"01 TllI"S \ JF I HE' O:'-OTRALl FuR c",,, rRU.T!u, . F(lI [HoE,1I1 c 1111"
\1.\'. "'19H-rHr.\:Io1ERlc.':-'I:'-O~nT' fE"F\RCHITECTS 1~\',E~.Y()RK.'\E:--<LE,'iW \l"HI:'>o"rn, I" c'""."
WARNING. UnllcenMd pflotocopyl"9 vlolat.. U.S. copyright 1_ and ia aubject to ~ j)rOMCutlon.
~-
W'lrk wlthouc {he ,peCltic wntten uJnsent 'If the \)wner md
.\rchltect The Cuncraccor. 'iulxoncraccor~. 'iub.,ubcontraccor~
.lnd macenJ! or equlpmenc ,uppliers .lre gr:u1ced .l limited
license to use md reproduce .lppl1cable pOrrIuns ul the DrJw.
Ings. SpeClliouons md ueher documents prepared bv the
\rchltect appropnace co md for use In the execUl10n 01 theIr
\'(, irk under the Contract Documents .\11 c\)ples mJde under
[hiS Ilceme ,tuJl hear the st;;tutorv COpVrlghc notICe. II .lnv.
,hown \m the DrJwln~. SpeClt1CJ110ns md uther documents
fJrepared bv the .\rchltect .'iubmltuJ (lr dIstribution to meet
(JnlClJ.l regulJ.!Orv reqUIrements ur for ucher purpuses In con-
necuon with thiS Project IS nue to be construed as publ1cauon
Irl derogJ.uon of the .\rchltec(s copvrlghc or other reserved
nghts
1.4 CAPITALIZATION
1.4.1 Terms cJpltalized in these GenerJ! Condil1ons include
those which are (1) speClt1cJ!lv detined, (2) the Cltles of num-
bered articles and identified rderences to Paragraphs. Subpara-
graphs md Clauses in the document or (.)) the CIties of uther
documents published bv the American lns(t(uce of .\rchltects.
1.5 INTERPRETATION
1.5.1 [n the interest of breVIty the Contract Documents fre.
quenth. omit modifnng words such as dall" J.nd . 'anv.. and arti-
cles such as 'the.. and'.ln. . but the fact chac a modlt1er or an
article IS absent from one stacement and appears In anocher IS
not Intended to affect the Interprecauon of eicher statement.
ARTICLE 2
OWNER
2.1 DEFINITION
2.1.1 The Owner is the person or entity identified as such in
the :\greement and IS referred tu throughouc the Contract
Documents as if singular In number The cerm .'Owner" means
the Owner or the Owne{s authurized representative.
2.1.2 The Owner upon reasonable wrmen request shall furnish
to the (ontrJccor In wnclng informauun whICh IS necessary and
relevJnt for che Contractor co evaluate, gl\'e nOl1ce of or
enforce mechanic's lien rights. Such information shallmclude a
u )rrect statement of the record legal title tu the property on
which the Project IS [oelled, usually referred to as the ~Ite. and
the Owne{s interest therein at the time of exeCUl10n of the
.\greement and, withm five days after any change. informatiun
()f ,uch change in title, recorded or unrecorded.
2.2 INFORMATION AND SERVICES
REQUIRED OF THE OWNER
2.2.1 The Owner shall, at the request of the ContrJCcor. prior
to execution of che Agreement and promptly from ume to cime
there:1fcer. furnish tu the Contractor reasonable eVidence chJC
rinJnClal JrrJngements have been made {() fulfill the Owner s
(,bh!otJl1ons under the Contract [.Vute: (.nless slIch reasunllhle
l'/[(It'l/u.' wen' /url/lshed WI request prwr tll the execullwl 1)/
rhe A~reemel/r the {lmspedll'e lIltltraUur u'ould /lot he
r('(/l/IrL'd t(J execute the A~reement or {() UJfnmel/(:e the ~.(Jrk /
2.2.2 The ()wner sh:111 furnish ~ur..evs descnhmg ph\slC:lI
cluractcrNICs le!otallimltaClons and uClht\ [oCJc!ons for the 'Ice
<Jt [he Prolect. Jnd J le!otal descrlpClon ,)f che site
2.2.3 Exct:pc fur permits ,me! fct:s which are the respun'lhIlIC\
lit tile ClllHrJctllr under [tle l:ontrJl.C Docunll:nts. the Owner
shJII 'ecure .Hld pav t(,r I1ClCS.'iarv approv~d,. eJ,emel1ts. a;..se'i.S-
:r:erH' aile.! ,:h.1[:-\e, reqUIred r.lIr Clln'itrue[(< ,n '.I't:' ,r ilc.Jplr1e"
,[ ;lermanenc ,crueture~ ()r for permJl1ent cn.lll\.(t:' :n ::\I'tlllg
uCIlitIes
2.2.4 [nfurmJtIon ur 'ervlces under the Owner, e(Jf1trrJ[ ,h.1JI
8e furnished 8\. the I)wner With rea.sunJ.ble pr\)mpcne,.'i I( l
a"(Jld de!JV 10 ()rJerl\ progress ()f the Wl)rk
2.2.5 Lnless ,)[herwI~e provIJed m the Contract Ducument'i.
I he Cc Jf1trJctor Will be furnished. free uf charge. 'iuch el Jples ()f
DraWings md Prolect ~Ianuals J.S are reJ.Sun.1blv neceSSJf\ ((Jr
t:xecutIun uf the Work.
2.2.6 The foregomg are m addition to ocher duties and resp<ln-
"bllitles of che Owner enumerated herem and espeCIall\. tho'ie
m respect to .\rtlcle tJ l Construction bv Owner or b\. :'epJfJte
Contractors). .\rucle 9 (Pavments and Completion I and .\rtl<:le
I I ([nsurance and Bonds)
2.3 OWNER'S RIGHT TO STOP THE WORK
2.3.1 [f che Contractor fails to correct Work whIch IS not 111
accordance With the requirements of the Contract Documents
as required by Paragraph 12.2 or persistently falls to carr" out
Work in accordance with the Contract Documents, the Owner.
b\ wntten order signed personally or by an agent speclticallv so
empowered by the Owner in writing, may order the Contrac.
tor co stop the Work, or any portion thereof. until che cause for
such order has been eliminated; however. the nght of the
Owner to stop che Work shall not give rise to a duty on the pare
of the Owner co exercise this right for the benefit of the Con-
tractor or any ocher person or entity, except to the extent
reqUired bv Subparagraph 6.1.3.
2.4 OWNER'S RIGHT TO CARRY OUT THE WORK
2.4.1 If the Contractor defaults or neglects tu CJrr\ out the
Work in accordance with the Contract Documents and falls
wlchm a seven-day period after receipt of wrmen notIce from
the Owner co commence and contmue correction ()f such
def3ult or neglect with diligence and promptness. che Owner
m:1V after such seven-day penod give the Contractor a second
\vrmen notice co correct such deficienCies wlthm a second
,e\en.da\' penod. If the Contractor within such second se".en.
Jay period Jfter receIpt of such second notice fails tu com.
mence and continue to correct an\' deficienCIes. the Owner
mav. without prejudice co other remedies the Owner mJ\.
hJ\'e. correct such deficiencies. [n such case In appropn:1te
Change Order shall be issued deducting from paymem~ then or
thereafter due the Cuntractor the cost of correcting sm:h Llefi.
clencies, including compensation for the ,<\rchltec(s JLldicional
,erYICeS and expenses made necessary bv such def:1ult. neglect
or failure. Such action by the Owner Jlld amounts charged [u
the Contraccor are both subject co prior appro\'JJ of the .\rchl.
tecl. If payments chen or there:1fter due the ConcrJctor ,Ire 11\>(
suftlClent to cover such amounts. the CuncrJctur ,hJl1 [1JV the
difference to the Owner.
ARTICLE 3
CONTRACTOR
3.1 DEFINITION
3.1.1 The Contracc(lr IS the person (Jr el1UI \' Idenufied .Ls "" I
111 the\~reement and IS referred to throu~hout the (( 111[ r.ld
Dueumencs as If "n~u1ar Irl numher The term (, lntra\ I( 'I
I1\CJnS [hl' COJ1[[JctlJr ur the: CdlHrJll< 'I, j,:ii(, ,,,..' .I
IcprcsentJtlve
AlA DOCUMENT A201. I,E:"ERAL 1.()~DITtt):"~ (.F rHE C()~TRACT H)R l ()'-sTflt\.Tl()'-. FnIRH.F'lTH F.l)111(J'<
\1.\. . ,,')M- rHE.~~\ERILA;o;IN~T1Tt TE<JF.~RCHITECTS.I-l~"EWY()fl".\"E"l E ,,\\. \X..~~HI,-(jT()N DC ll~")(l
A201-1987
7
WARNING: UnllcenMd pnolOCOVflllg viol.... U.S. copf~ht 1_ Md ,. aubject to IeP proaecutlon.
~-
3.2 REVIEW OF CONTRACT DOCUMENTS AND
FIELD CONDITIONS BY CONTRACTOR
3.2.1 The ContraClOr ,hall c::!Ietully ,ludv md (( Jmpare the
C,!ntrKI Documents Wllh e:lCh <Jlher lnd ''',Ith InfOrm::!llon
furnished by lhe Owner pursuant to ~ubp::!rJgrJph .2 .2.2 Jnd
,hall Jl once report to the Archllect errors. InconslstenCleS,)r
(HTIISSIOns discovered. The ContrJCIOr ,hall not be li::!ble to the
Owner <Jr ;\rchllect for damJge resulllng from errors. InconSIS-
[enCles ()r omiSSions In the ContrJCI Documents unleS5 the
ContractOr recogmzed ,uch error. InconSISlencv <Jr ()mlSSIOn
lnd knowmgly fwed [n report II to the .\rchllecl [f the Con.
trJctor performs mv conslrucllon ::!etlVltY knOWing It Involves
::! recogmzed error, InConSlStencv or omISSion In [he Contract
Documents Without such nouce to the Mchllect. the Contrac-
tor shall .lSSume appropnate responsibility for such perfor.
mance and shall bear an Jppropnate amount of the Jttnbutable
cOStS for correCllon.
3.2.2 The Contractor shall take field measurements and verIfy
field conditions and shall carefully compare such tield mea.
,urements and conditions and other Information known to the
Cnntractor With the Contr::!Ct Documents before commencing
JCllvities. Errors, inconsistencies or omissions discovered shall
be reported to the Mchitect at once
3.2.3 The Contractor shall perform the Work In accordance
With the Contract Documents and submmals approved pur.
suant to Paragraph 312.
3.3 SUPERVISION AND CONSTRUCTION PROCEDURES
3.3.1 The Contractor shall supervise and direct the Work,
using the Contractor's best skill and attention. The Contractor
shall be solely responsible for and have control over construc-
tion means, methods, techniques. sequences and procedures
and for coordinating all portions of the Work under the Con.
tract. unless Contract Documents give other specific instruc-
tions concermng these maners.
3.3.2 The Contractor shall be responsible to the Owner for acts
and omISSions of the Contractor's emplovees, Subcontractors
and their agents and employees. and other persons performing
portions of the Work under a contract with the Contractor.
3.3.3 The Contractor shall not be relieved of obligations to per.
form the Work In accordance With the Cnntract Documents
ellher bv aCllYities or duties of the Mchitect in the Mchltec(s
Jummistration of the Contract. or by tests, Inspecllons ur
::!ppro\'als required or performed by persuns other thm the
Contraclor.
3.3.4 The ContrJCcor shall be responsible for mspecllon of por.
tlons of Work Jlready performed under this Contract to deter.
mine that such portiuns are in proper condition to receive sub-
sequent Work.
3.4 LABOR AND MATERIALS
3.4.1 l'nless otherWise proVided 10 the Contr::!ct Documents,
the Contractor shalJ proVide and pay for labor, matemb, eqUip-
ment. tools, construcrlon equipment Jnd m::!chmerv. W;ller.
helt, ulllilles, tr::!nsportallon, ::!nd other bClhtles .md ,erVIU:S
nc.:cess::!rv for proper exeCU[\(!n ::!nd comple[\( >n "t the \\., Irk.
whether tempor::!rv or pernunent ::!nd whether <lr not IIKorpo-
r::!ted or to be mcorpor::!ted In the W<lrk
3.4.2 The C<lntr::!ctur ,h::!lI enforce ,mct di'Clpline Jnu )o(ood
. lrJer among [he Contr::!C1ur s empl( )vees ~nd .I[her per" 111.'
Clrr\lO~ "ut the C"ntrau. fhe (.(1I1[r::!C1llr ,h::!lI I1O( permit
cmpl,,\ ment (If untit per",n., "r per",n' (1(,t ,killed (11 r,I.''''
.1s'IKneJ [I) (hem
3.5 WARRANTY
3.5.1 fhe CIJntr:letor warrmts to (he Owner JI1J \rl;]ltc.:Lt InJt
l1uten::!ls JnJ eqUipment furnIShed unJer [he CI J[l[[::!Lt .,\:11 lie
..f Io\OUO qualllv .mJ new unless ,Hher"'i1.5e required. Ir perm\[.
tc.:d hv [he C"ntract Documents, that the WI ,rk will he free
[[(1m Jefects not Inherent In the qualltv reqUired ()r perm\[ted.
::!nJ that the Work will conform Wllh the reqUlrements.)f [he
Cuntr::!u Documents. ""'ork nOl conformlOg to rhese require.
ments, IOcludlOg ,ubstHunons nO[ properlv Jpproved mJ
::!U!honzed, may be conSidered defecnve The Contr::!C[o[ s
w::!rrmtv excludes remedv for damage or defect caused hv
Jbuse, mooltlcanons nO[ executed bv the Contractor. Improper
or IOsuftiClent malOtenmce, Improper ,)perauon, ()r norm::!l
wear :tnd tear under normal usage. If reqUired bv the .\rchltecL
the Contractor shall furnish sausfactorv eVidence as ell the klOd
Jnd quality of materials and equipment
3.8 TAXES
3.8.1 The Contractor shall pay sales. consumer, use and SImilar
t~es for the Work or portions thereof provided bv [he C,m-
tractor which are legallY enacted when bids Jre recened (Jr
negouations concluded, whether or not vet effecuve or merely.
scheduled [0 go Into effect.
3.7 PERMITS. FEES AND NOTICES
3.7.1 Cnless otherw,ise provided In the ContraCt Documents.
the Contractor shall secure and pay for the building permit and
other permitS md governmental fees. licenses and IOspeCtlOns
necess::!ry for proper execution and completion of the 'X'ork
which :Ire customanly secured after execunon of [he Contr:tct
::!nd which are legally reqUired when bids Jre received or nego.
nations concluded.
3.7.2 The Contractor shall comply with and give notices
required by laws, ordinances. rules. regulanuns ::!nd I::!wful
urders of public authorities bearing on performmce "f the
Work.
3.7.3 It is not the Contractor's responsibility to ascertain [hat
the Contract Documents are In accordance with ::!pplicJble
laws, statutes, ordinances, building codes, md rules and regula.
tions. However, if the Contractor observes that portions of the
Contract Documents are at variance therewith, the Contractor
shall promptly notify the Architect and Owner in writmg. and
necessary chmges shall be accomplished by approprIate
~1odification.
3.7.4 If the Contractor performs Work know 109 it to be con-
trary to laws, statutes, ordinances. building codes. ::!nd rules ::!nJ
regulations without such notice to the :"rchitect Jnd Owner,
the ContraCtOr shall assume full responsibility for such W"rk
::!nd shall bear the attributable COStS.
3.8 ALLOWANCES
3.8.1 The Contractor sh::!ll IOclude 10 the Contr::!u "um .i11
.illuw::!ncc:s st::!ted In [he Contract Documents Items \.lIvered
hI JlIuwancc:s sh::!ll be .,upplied for such amounts .lOd hv 'Uv h
persuns or entities as [he Owner may direC[, but the C, ,ntr;lU' Ir
,h.ill nut he reqUired to emplov persons "r entities .I)o(;lIlb[
which the C"ntr::!clor m::!kes re::!.,oluhle "hleU[( 111
3.8.2 l.nless lItherwlse proVided In [he ClIntr::!c[ [)OCUl11eI11'
.1 m;l[en::!ls ,mJ equIpment under .In ,11I( J\\ .IIKt: ,ll,i11 hc
,c.:Ieued pr< Imptlv h\. the Owner t, 1,1\' lid deLi\ In rill.
\\., Irk.
.2 ,ill, ,\\ .1IKe' ,lull L( J\er the Ll "r r" [hc ( 'IIHLll t('1
111,llcn"b ,1I1d cqulpmem ddi\ ernl .ll rllc 'llC .IIILi .<11
rnlulrc.:d [.I:\e', Ie" ,IPplll.lhlc.: rLlde ell'" <1111(,
8 A201.1987
AlA DOCUMENT A201 . (,F:\ER.\I.'. ,'\1.111, ,'., lie I fir I. ,,\ I H \( 1 r( 'H' . ,,\, I HI ( II( " . ,..1 ~'I" 111,1
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.3 (, JfHr;lctor, '~()"('i f'Jr unl. )JLlin~ md hmdlin~ Jt the
)Ire. IJb<Jr. Insu,J!Jrlon cosrs. ,,,.<:rhe:ld. protit md
IHher expenses contemplJred for ,t:lred .lllowmce
.lffiounts "halJ be Included In (he Cuntr:Jet ~um mu
nnt In the .lllowmces;
.4 whenever costs Jre more than or less thw allowances.
the Cl)ntrJct Sum ,hall be adJusted accordmglv bv
Chmge Order The amount of the Change Order ,hall
retkCl ( I) the difference between actual cOStS wd the
allmnnces under Clause :1822 wd (2) chmges 10
Cuntractors costs under Clause j 8 2 :I
3.9 SUPERINTENDENT
3.9.1 The ContractOr 'ihall employ a competent supennten-
dent md necessary assIStants who shall be in attendance at the
Project site during performance of the Work. The superinten-
dent shall represent the Contractor. md communications given
to the superintendent shall be as bmding as if given to the Con-
tractOr. Important communications shall be confirmed in wnt-
mg. Other communications shall be sumlarly contirmed on
written request m each case.
3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES
3.10.1 The Contractor. promptlv after being awarded the Con-
tract, shall prepare and submit for the Owner's and Architect's
information a Contractor's construction schedule for the Work.
The schedule shall not exceed time limits current under the
Contract Documents. shall be revised at appropriate intervals as
reqUired by the conditIons of the Work and Project. shall be
related to the enme ProJect to the extent required by the Con.
tract Documents. and shall provide for expeditious and practi.
cable execution of the Work.
3.10.2 The Contractor shall prepare lUld keep current. for the
Archltect's approval. a schedule of submittals which is coordi-
nated with the ContractOr's construction schedule and allows
the Architect reasonable time to review submittals.
3.10.3 The Contractor shall conform to the most recent
schedules.
3.11 DOCUMENTS AND SAMPLES AT THE SITE
3.11.1 The Contractor shall maintain at the site for the Owner
one record copy of the Drawings, Specifications, addenda,
Change Orders and other Modifications, in good order and
marked currently to record changes and selections made during
construction, and 10 additIon approved Shop Drawings. Prod-
uct Data. Samples and slmtlar required submittals. These shall
be avallable to the Architect and shall be delivered to the Archi-
tect for submittal to the Owner upon completion of the Work.
3.12 SHOP DRAWINGS. PRODUCT DATA AND SAMPLES
3.12.1 Shop Drawmgs are drawmgs, diagrams, schedules md
uther data speciallY prepared for the Work by the Contractor or
J Subcontracror. Sub.subcontractor, manufacturer, supplier or
distributor ro illustrate some portion of the Work.
3.12.2 Product Data are illustrations, standard schedules. per-
formance chJrts. instructions. brochures, diagrams and other
mformatlon furnished by the Contractor to illustrate matenals
or equipment for ,orne portion uf the Work.
3.12.3 SJmples are physlcll examples which illustrate
mJtenals. equipment or workmanship md establish standJrds
bv which the Work will be Judged. .
3.12.4 ~h.)p Dr:Hvmgs. Product D:HJ. SJI11ples and Similar sub-
mittals Jre nc lt Contract Documents. The purpose 'Jf their sub-
111ltUl IS to Jemonstrate for those portions of the Wmk for
';\ hlch ,uhmltuls .Ire re'1ulred [he wav the Contr:lCt\ lr prl ,pc )ses
{ll U mr"rm (u the InfnrmatICJn ~lven Jnd the deslKn uinCept
n:pressed In The C"mract Do<:uments ReView bv [he .vchltect
L'i )ub,ect (ll (he limitatIOns uf ~ubpJragrJph -+ 2 -
3.12.5 The Contractor shall reView. approve and submit to the
.\rchltect Shop Drawmgs. Product Data. Samples and slmtlar
submittals reqUIred bv the Contract Documents With reason-
able promptness and In such sequence as to cause no delay In
rhe Work or In the aCtlvlties of the Owner or of separate con-
tractors. SubmIttals made by the Contractor which are not
reqUired by the Contract Documents may be returned Without
action.
3.12.8 The Contractor shall perform no portion uf the Work
reqUiring submittal md review of Shop DraWings. Product
Data, Samples or similar submIttals until the respective submit-
tal has been approved by the Architect. Such Work shall be In
Jccordance with approved submittals.
3.12.7 Bv approving and submitting Shop Drav.,ings. Product
Data. Samples and similar submittals. the Contractor represents
that the Contractor has determined and venfied matenals. tle1d
measurements and field construction criteria related thereto. or
will do so. and has checked and coordinated the Information
contained wlthm such submittals with the requirements of the
Work and of the Contract Documents.
3.12.8 The Contractor shall not be relieved of responsibilitv
for deViations from requirements of the Contract Documents
bv the Architect's approval of Shop Drawings, Product Data,
Samples or simtlar submittals unless the Contractor has
specifically informed the Architect in writing of such deviation
at the time of submittal and the Architect has given written
approval to the specific deviation. The Contractor shall not be
relieved of responsibility for errors or omissions in Shop Draw-
ings, Product Data, Samples or similar submittals by the ArchI-
tect's approval thereof.
3.12.9 The Contractor shall direct specific attention. in wnting
or on resubmitted Shop Drawings, Product Data. Samples or
similar submittals. to revisions ocher than those requested by
the Architect on previous submittals.
3.12.10 Informational submittals upon which the ArchItect is
not expected to take responsive action may be so identified m
the Contract Documents.
3.12.11 When professional certification of performance cnteria
of materials. systems or equipment is required by the Contract
Documents, the Architect shall be entitled to rely upon the
accuracy and completeness of such calculations and certifi-
cations.
3.13 USE OF sITe
3.13.1 The Contractor shall confme operations at the site to
areas permitted by law. ordinances, permits and the Contract
Documents and shall not unreasonably encumber the site With
matenal.s or eqUipment.
3.14 CUTTING AND PATCHING
3.14.1 The Contractor shall be responsible for cutting, fitting
or patching required to complete the Work or to make its parts
fit together properly
3.14.2 The Contractor shall not damage or endanger a portion
\)f rhe Work or fullv or partially completed construction of the
Owner or separate <:ontractors by cuttmg, patchmg or lnher.
wise altering suer construction, or by excavation. The Comrac-
{( lr 'ihJII not cut or ()[herwlse alter such construction hv the
AlA DOCUMENT A201 . (,E,<ER.U CO,<OITIO,<S OF THE CONTRACT FOR CO'\.'lRI (.T!O'\ . HJI RTEE:'o<TH EDITIO:'>/
\1.\'. I ')/i- THE .\.\lERIl:.\.'< ,:--os T1TlTE OF .~RCHITEcn. I'\~ NEW YORK .~\ F'\' E '\ \'4. \'4 ~SHI"GT()N D C ":fHH~l
A201.1987
9
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~
Owner or J o;epJr:lte concrJctor except wHh wrltlen cnnsent ,)f
the Owner md oi 'iuch separJte contrJC!Of. such ClJn:,ent shJlI
not be unre-JSonablv wHhheJd The ContrJcwr sh;lil not unre-J-
sonablv withhold from the Owner or J 'iepJr:He contrJC!or the
Cur,trJCIOf., consent to cutllng or otherwise JJtenng the W"rk.
3.15 CLEANING UP
3.15.1 The CuntrJClOr sh;lil keep the premises md surround-
ing JreJ free from JccumulJlIon uf waste matenals or rubbish
cJused bv operallons under the ContraCI At complellon of the
Work the Contractor ,hall remove from Jnd about the Prolect
waste matenals. rubbish, the Contractor, tools, construcllon
equipment, machinery md surplus matenals
3.15.2 If the Contractor faJls to clean up as proVided in the
Cl)ntract Documents. the Owner may do so and the cost
thereof shall be charged to the Contractor
3.16 ACCESS TO WORK
3.16.1 The Contractor shall provide the Owner and Architect
Jecess to the Work in preparation and progress wherever
located.
3.17 ROYALTIES AND PATENTS
3.17.1 The Contractor shall pay all rovalties and license fees.
The Contractor shall defend SUits or claims for infringement of
patent rights and shall hold the Owner and Architect harmless
from loss on account thereof. but shall not be responsible for
such defense or loss when a particular design. process or prod-
uct of a panicular manufacturer or manufacturers is required by
the Contract Documents. However. if the Contractor has rea-
son to believe that the required design. process or product is an
infringement of a patent. the Contractor shall be responsible for
such loss unless such information is promptly furnIShed to the
Architect.
3.18 INDEMNIF1CA TION
3.18.1 To the fullest extent permitted by law. the Contractor
shall indemnify and hold harmless the Owner. Architect. Archi-
tec(s consultants. and agents and employees of any of them
from and agamst claims. damages. losses and expenses. includ-
ing but not limited to attorneys' fees. arising out of or resulting
froin performance of the Work. prOVided that such dum. dam-
Jge. loss or expense is attributable to bodily injury. sickness.
disease or death. or to injury to or destruction of tangible prop-
erty (other than the Work itself) tncluding loss of use resulting
therefrom. but only to the extent caused in whole or In part by
negligent acts or omissions of the Contractor. a Subcontractor.
anyone directly or indirectly employed by them or anyone for
whose acts they may be liable. regardless of whether or not
such claim. damage. loss or expense is caused in part by a party
indemnified hereunder Such obligation shall not be construed
to negate. abndge. or reduce other rightS or obligations of
indemnitv which would otherwise exist as to a party or person
descnbed tn this Paragraph 3 18.
3.18.2 [n claims Jgainst any person or entity indemnIfied
under this ParagrJph .:1.18 by an employee of the Contractor, a
Subcontractor. anyone directly or indirectly employed bv them
or anyone for whose acts they may be liable, the indemnlfica-
lion obligallon under thiS Paragraph ,.18 shall not be limited by
J limitation on ;unount or type of damages, compensation or
henetits payable bv or for the Contractor or a Subcontractor
under workers' or workmen.s compensation acts. disability
bene tit JetS or other emplovee benefit acts.
3.18.3 The obhgatlons of the Contractor under thIS Paragraph
.:I l H shall not extend to the liability of the Architect. the Archl-
~eu ) ':' Jnsu!tants, Jnd J~ents md emplovees 'it ,U1\ ,r ~r,er.l
In''lng' Jul of III the preparJtlon ur Jpprov.LI 'Ji mJps. drJ" IO~.
'J[lIOI()nS, reports, "urvevs. Change Orders. designs, Jr ,peCltlu-
~I()ns. rJr 121 the glvlOg r)f or the fallure [() ~ve JlreUl\lnS ,)r
In'>tructlons tw the ;vchllecr, the Archllect s consult::mts. .mJ
Jgents JJld employees of mv of them proVided sllch ).1.1'.10).1. or
fJIlure to give IS the pnmJrv cause of the IOIUrv r)r clamJge
ARTICLE 4
ADMINISTRATION OF THE CONTRACT
4.1 ARCHITECT
4.1.1 The Architect IS the person lawfully licensed to practICe
architecture or an entity lawfully practicing architecture Iden-
tified as such in the Agreement and IS referred to throughout
the Contract Documents as If singular in number. The term
"Architect" means the Architect or the Archltecfs authOrized
representative.
4.1.2 Duties. responsibilities and limitations of authontv of the
Architect as set forth in the Contract Documents shall not be
restricted. modified or extended without written consent of the
Owner, Contractor and Architect, Consent shall not be unrea-
sonably Withheld.
4.1.3 In case of termination of employment of the Architect.
the Owner shall appoint an architect agamst whom the Con-
reactor makes no reasonable objection and whose statuS under
the Contract Documents shall be that of the former architect.
4.1.4 Disputes arising under Subparagraphs 4,1.2 and ...1.3
shall be subject to arbitration.
4.2 ARCHITECT'S ADMINISTRATION
OF THE CONTRACT
4.2.1 The Architect will provide administration of the Contract
as descnbed in the Contract Documents. and will be the
Owner's representative (1) during construction. (2) until final
payment is due and (3) with the Owner's concurrence. from
time to time during the correction period descnbed in Para-
graph 12.2. The Architect will advise and consult with the
Owner. The Architect will have authority to act on behalf of the
Owner only to the extent provided in the Contract Documents.
unless otherwise modified by written instrument in accordance
WIth other provisions of the Contract.
4.2.2 The Architect will visit the site at intervals appropriate to
the stage ,0;( construction to become generally familiar with the
progress and quality of the completed Work and to determme
10 general if the Work is being performed in a manner indicat-
109 that the Work. when completed. will be in accordance with
the Contract Documents. However. the Architect will not be
reqUired to make exhaustive or continuous on-site mspections
to check quality or quantity of the Work, On the basiS of on-
site observations as an architect. the Architect Will keep the
Owner Informed of progress of the Work. and wtll endeavor to
guard the Owner agamst defects and deficiencies in the Work.
4.2.3 The Architect will not have control over or charge of ::md
w1l1 not be responsible for construction means. methods
techniques. sequences or procedures. or for safety precautlon~
Jnd programs in connection with the Work. since these are
)oldv the Contractor's responsiblIity as proVIded in Paragraph
.:1.:1 The Architect wtll not be responSible for the Contracw(s
faIlure to carry out the Work in accordance wtth the Contract
Documents The Architect will not have control over or charge
uf and Will not be responsible for acts or omiSSions of the Con-
10
A201-1987
AlA DOCUMENT A201 . GE:'olERAL CO~DIT\():-'S OF THE CONTRACT fOR CONSTRLCTlO~ . FOL RTEE:-ITH EDITln:-,
.4.IA- . 'S \9!l- THE .4.MERICAN I:-lSTlTLTE OF .\RCHITECTS. I-~S :-lEW YORK AVENLE, ~ W "".,4.SHl:'olt; TO:-;. D <: ~,,,,,.)
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tractor. Subcontr.lClOrs. or theIr Jgent~ 'Jr emplovee~. or of mv
,!ther persons periormmg portions of the Work
4.2.4 Communatlone FlICllltatlng Contrect Admln~
tlon. Except as u(herw15e provided In the Contract Documents
,>r when direct communlcatlons have been speCl;!]lv Jumo-
nzed. the Owner md ContractOr shall endeavor to communi-
cate through the :\rchltect CommunICatIons bv md with (he
.\rchltects consultants shall be through the ArchItect Commu-
nlcatlonS bv JI1d with Subcontractors JI1d materIal suppliers
shall be through the Contractor CummunlCatlons bv and with
separate contractors shall be through the Owner
4.2.5 Based on the Mchltects observations and evaluatlons of
the Contracto(s .\pplicatlons for Payment. the Architect will
revIew and certify the amounts due the Contractor and will
issue Certificates for Payment in such amounts.
4.2.8 The Architect will have authority to reJect Work v,ihich
does not conform to the Contract Documents. Whenever the
Architect conSiders it necessary or advisable for implementa-
tlon of the intent of the Contract Documents. the Architect will
have authomy to require additional inspection or testmg of the
Work in accordance with Subparagraphs 13 52 and 13 53.
whether or not such Work is fabricated. installed or completed.
However. neither this authOrIty of the Architect nor a decision
made In good faith either to exercise or not to exercise such
authority shall gtve rise to a duty or responsibility of the Archi-
(ect to the Contractor. Subcontractors. material and equipment
suppliers. their agents or employees. or other persons perform-
ing portions of the Work.
4.2.7 The Architect Will review and approve or take other
appropriate action upon the Contractor's submittals such as
Shop Drawings. Product D2ta and Samples, but only for the
limited purpose of checking for conformance With information
gtven and the design concept expressed in the Contract Docu-
ments. The Architect's action will be taken with such reason-
able promptness as to cause no delay in the Work or in the
activities of the Owner. Contractor or separate contractors,
while allowing sufficient time in the Architect's professional
judgment to permit adequate review. Review of such submittals
IS not conducted for the purpose of determining the accuracy
and completeness of other details such as dimensions and
quantities. or for substantiating instructions for installation or
performance of equipment or systems. all of which remain the
responsibility of the Contractor as required by the Contract
Documents. The Architect's review of the Contractor's submit-
tals shall nO[ relieve the Contractor of the obligations under
Paragraphs 3.3. .3.5 and 3. 12. The Architect's review shall not
constitute approval of safety precautions or. unless otherwise
speCIfically stated by the Architect. of any construction me:ms.
methods. techniques. sequences or procedures. The Archltect's
approval of a speCIfic item shall not indicate approval of JI1
assemblv of whICh the item is a component.
4.2.8 The Architect will prepare Change Orders and Construc-
tion Change Directives. and may authOrIze mlOor changes 10
the Work as proVIded m Paragraph 7.-i.
4.2.9 The Architect will conduct inspectIons to determine the
date or dates of Substantial Completion and the date of final
completion. will receive and forward to the Owner for the
Owne(s review and records written warrantles and related
documents reqUired by the Contract and assembled by the
Contractor. and will Issue a final Certificate for Payment upon
compliance With the reqUirements of the Contract Documents
4.2.10 If the Owner JI1d ArchItect agree. the Architect will pro-
Vide one ()[ more prolect representatlves to JSSlSt in carrvlOg
out the Architects responSibllitles at the ,He r~e Jutles.
responSibilIties md Ilml(Jtlons uf authorHv ,)f ,uch pr' Jlect
represent;H1ves shall be asset t.orth m m exhibit (0 he incorpu
rated m the Cuntract Documents.
4.2.11 The ..vchltect will mterpret md deCide matters conc:::"':1-
mg performance under JI1d reqUirements of the Contract
Documents on written request of either the Owner or Contrac-
tor The ..vchltect's response [0 such requests Will be made
With reasonable promptness and Within any time IUTIlts agreed
upon If no agreement 15 made concerning the time wlthm
which Interpretations reqUired of the Mchltect shall be fur-
nished In compliance With this Paragraph 42_ then delay shall
not be recognized on account of failure by the Architect to fur-
nISh such interpretatIons until 15 days after written request IS
made for them.
4.2.12 Interpretations and decisions of the Architect will be
conSistent with the intent of and reasonably inferable from the
Contract Documents and will be in wnting or In the form of
drawings. When making such interpretations and deCISIOns. the
Mchitect will endeavor to secure faithful performance bv both
Owner and Contractor. will not show partiality to eIther and
Will not be liable for results of interpretations or deCIsions 50
rendered in good fa.tth.
4.2.13 The Architect's decisions on matters relating to aesthetic
effect will be flOaI if consistent with the intent expressed in the
Contract Documents.
4.3 CLAJM8 AND DISPUTES
4.3.1 DefInition. A Claim is a demand or assertion by one of
the parties seeking, as a matter of right. adjustment or interpre-
tation of Contract terms. payment of money. extension of tune
or other relief with respect to the terms of the Contract. The
term "Claim" also includes other disputes and matters In ques-
tion between the Owner and Contractor arising out of or relat-
ing to the Contract. Claims must be made by written notice.
The responsibility to substantiate Claims shall rest with the
party making the Claim.
4.3.2 DecI8kK'l of Architect. Claims. including those alleging
an error or omission by the Architect. shall be referred initiallv
to the Architect for action as provided in Paragraph -iA. A deci-
sion by the Architect. as provided in Subparagraph -4.4.of. shall
be required as a condition precedent to arbitration or litigatIon
of a Claim between the Contractor and Owner as to all such
matters arising prior to the date final payment is due. regardless
of (I) whether such matters relate to execution and progress of
the Work or (2) the extent to which the Work has been com-
pleted. The decision by the Architect in response to a Claun
shall not be a condition precedent to arbitratIon or litigation In
the event (1) the position of ..\rchitect is vacant. (2) the Mchitect
has not received evidence or has failed to render a deCIsion
within agreed time limits. (3) the Mchitect has failed to take
actlon required under Subparagraph -i.-i.'i ';\iithin 30 days after
the Claim is made. (of) -45 days have passed after the Claim has
been referred to the Mchitect or (5) the ClJ1m relates to J
mechanIC'S lien.
4.3.3 Time Llmlta on C1a1ma. Claims by either party must t'e
made withlO 2 I days after occurrence of the event giVing me t,)
such ClJ1m or within 2 I days after the claimant nrst recognizes
the:: condttlon gtvlng rise to the Claun. whIChever IS later Clauns
must be made by written notice An additional Claim made
after the mmal Claim has been implemented bv Change Order
Will not be considered unless submitted In J tlmelv manner
AlA DOCUMENT A201 . GE:"ERAL CO:oiDITIONS OF THE CO:oiTRACT FOR cm....,TRLCTI():-< . fOLRTEENTH EDITION
.\1.\' . 'I '!~" THE .\~lERIC\:oi I:'<STITt:TE OF .\RCHITECTS. I "\~ :-<EW YORI\ .\\E:o.L E. ." W W.\SHI:"GTON. 0 C 21~Jo6
A201.1987 11
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P-
4.3.4 Contlnulnv Contr1lCt Performance. Pendln~ rin;li reso-
[ullon of J. Cl:um IOcludlOg J.fbllr:llIon. unless IJlherwL'ie l~eed
In ~mtlng the Contr:lctor shall proceed diligentlv with perfor-
mmce ()f the Contract md the Owner shall continue [() m;lke
payments In accordance With the Contract Documents
4.3.5 Waiver of Claim.: FINI Payment. The makln~ ,Jf tin;li
payment shall constitute a walyer of Cl:ums by the Owner
except those J.fl5lng from:
.1 liens, CI:llIT1s, secuntv Interests or encumbrances ;lrlS-
Ing out of the Contract md unsettled;
.2 failure of the Work to comply With the reqUirements
of the Contract Documents, or
.3 terms of speCIal warranlles reqUired by the Contract
Documents.
4.3.8 Clalrna for Concealed or Unknown CondItlon8. If con-
ditions are encountered at the site which are (1) subsurface or
otherwise concealed physical conditions which differ materi-
;Illy from those indicated in the Contract Documents or (2)
unknown physical conditions of an unusual nacure. which dif-
fer materially from those ordinarily found to exist and generally
recognized as inherent in construction actiVIties of the
character provided for In the Contract Documents. then notice
by the observing party shall be given to the other part v
promptly before conditions are disturbed and in no event later
than 21 days after first observance of the conditions. The Archi-
tect will promptly investigate such conditions and. if they differ
materially and cause an increase or decrease in the Contractor's
cost of. or time required for. performance of any part of the
Work. will recommend an equitable adjustment 10 the Contract
Sum or Contract Time. or both. [f the Architect determines that
the conditions at the site are nOt materially different from those
indicated in the Contract Documents and that no change in the
terms of the Contract is justified. the Architect shall so notify
the Owner and Contractor in writmg. stating the reasons.
C[aims by either party in opposition to such determination
must be made wlthm 21 days after the Architect has given
notice of the deCIsion. If the Owner and Contractor cannm
agree on an adjustment in the Contract Sum or Contract Time.
the adjustment shall be referred to the Architect for initial deter-
mination. subject to further proceedings pursuant to Paragraph
-+.-+.
4.3.7 Claim. for Additional Coet. If the Contractor wishes to
make Claim for an increase in the Contract Sum. written notice
a5 provided herein shall be given before proceeding to execute
the Work. Prior nOtice IS not required for Claims relating to an
emergency endangering life or property arising under Para-
graph 10.3. If the Contractor believes additional cost is
10 volved for reasons including but not limited to (I) a written
interpretation from the Architect. (2) an order by the Owner to
stop the Work where the Contractor was not at fault, (3) a wnt-
ten order for a minor change m the Work issued by the Archi-
tect, (~) failure of payment by the Owner. (5) termination of the
Contract by the Owner. (6) Owne(s suspension or (~) Other
reasonable grounds. Claim shall be filed in accordance With the
procedure established herein,
4.3.8 Claim. for Additional Time
4.3.8.1 If the Contractor Wishes to make Claim for an mcrease
In the Contract Time. written notIce a5 provided herein shall be
giyen. The Contractor's Claim shall Include an estimate of cost
and of probable effect of delay on progress of the Work. In the
case of ;I continuing delav only one Claun IS necessary
4.3.8.2 If ;ldverse weather conditions are the basIS for a (!;um
for ;ldditlonal time, such C!;um shall be documented by u.ata
'llh~{;lnl1al1n~ [hat We-ather conditions were lhnorTn;li rilr ,he
peril Jd I J t rime .1Ild could not have [x:en reJ.sonablv .1IltlClp;lted,
lnd that wC;lther (undll1ons had m adverse effect ,)n the
,chedukd ..:, Jnstructlon
4.3.9 Injury or Damage to Person or Property. If either pam
to the L'lmract suffers 10JUrv or damage to person or property
hecause of m Jet or omiSSion of the other partv, of J.nv of the
,)ther part v -; emplovees or agents, or of others for whose Jets
such party is legally liable, wrinen notice of such InJurv or
damage. whether or not 1Osured, shall be gIyen to the other
partv Wlth10 a reasonable tune not exceeding ~ 1 days after first
observance The notice shall proVide sufficient detail to enable
the other party to 10vestlgate the matter. If a ClJ..lm for addi-
tional cost or tune related to this Claun is to be a5serted, it shall
be tiled a5 proVided in Subparagraphs -+37 or -+38
4.4 RESOLUTION OF CLAIMS AND DISPUTES
4.4.1 The Architect will review Claims and take one or more of
the following prelimmary actions wlthm ten days of receipt of a
Claim: (1) request additional supporting data from the c1:llIT1ant,
(2) submit a schedule to the parties indicating when the Archi-
tect expects to take action. (3) reject the Claim in whole or 10
part, stating reasons for rejection. (4) recommend approval of
the Claim bv the other party or (5) suggest a compromise. The
Architect may also. but 15 not obligated to. notify the surety, If
any, of the nature and amount of the Claun.
4.4.2 If a Claim has been resolved. the Architect wtll prepare or
obtJ..ln appropriate documentation.
4.4.3 If a Claim has not been resolved. the party making the
Claim shall. within ten days after the Architect's preliminary
response. take one or more of the foUowing actions: (1) submit
additional supporting data requested by the Architect, (2)
modify the initial Claim or (3) notify the Architect that the 10itial
Claim stands.
4.4.4 If a Claim has not been resolved after consideration of the
foregomg and of further evidence presented by the parties or
requested by the Architect. the Architect will notify the parties
in writing that the Architect's decision will be made Within
seven days. which decision shall be final and binding on the
parties but subject to arbitration. L'pon expiration of such time
period. the Architect will render to the parties the Architect's
wrinen decision relative to the Claim. including any change in
the Contract Sum or Contract Time or both. If there is a surety
and there appears to be a possibility of a Contractor's default,
the Architect may. but is not obligated to. notify the surety and
request the surety's assistance in resolving the controversy.
4.5 ARBITRATION
4.5.1 Controv....- and Claim. Subject to Arbltratlon. My
controversy or Claim aris10g out of or related to the Contr:lct.
or the breach thereof, shall be senled by arbitration in accor-
dmce with the Construction Industry Arbitration Rules of the
American Arbitration Association. and judgment upon the
award rendered by the arbitrator or arbitratOrs may be entered
10 my court having lurisdiction thereof, except controversies
ur Claims relating to aesthetic effect and except those waived as
proVided for 10 Subparagraph ~.3. 5. Such controversies or
Clauns upon which the Architect has gIven notice and rendered
a deClslun as proVided in Subparagraph 4.-+.~ shall be subJect to
arbitration upon wntten demand of either party. Arbltratlun
nuv be commenced when ~:; days have passed lfter a Claim
hJS been referred to the :\rchltect a5 proVided 10 P:Hagr;lph ~ .~
and nn deCiSion has been rendered.
12 A201.1987
AlA DOCUMENT A201 . GE:-;ERAL <:O~()I T10~~ (JF HiE C6:-HRACT FOR CONSTRCCTlON · FOL RTEE'<TH EDITill\;
.\1.\. .;; 1'111" THE AMERICA=" I="STITlTF. 'If \HUilTECT'i. I'" '<E\1Ci YORK A\E:'-ll E. " W . WASHI~G TO". () I ~'" ,...
WARNING: Unllc:enMd photoc09VlIlQ vlola_ U.S. copyright 1_ 8nd '81UbteCt 10 IeQeI proMCUtIon.
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4.5.2 Ru'" and Notte. tor A~tIon. (Iwns hetween [he
Owner and Comr:lClOr not resolved under P:Hagraph ...; ,h.ill.
If subJect to JrbHr:lt10n under 'iubpalJ.graph.; :; I. he deoded
bv MbltlJ.tlOn tI1 JCcorc1ance With the Con:;tructlon [ndustrv
:\rbltlJ.lIon Rules of the Amencan :\rbltlJ.tlon :\55OoatIOn cur.
rently tI1 effect. unless the parties mutuaUv Jgree uthen"ilSe.
,<utlce of demand for arbltlJ.lIon 'ihaJl be tiled 10 WrHlOg With
the other part v to the Agreement between the Owner and Con.
tractor and With [he Amencan ArbltlJ.lIon AS5OClallon. and J
COpy shall be t1led with the :\rchltect.
4.5.3 ContrKt Performance During Arbltr1ltlon. Dunng arbl'
[rallon proceedings, the Owner and Contractor shall comply
with Subparagraph ..3....
4.5.4 When Arbitnitlon May Be Demanded. Demand for arbi-
trallon of any Claim may not be made until the earlier of (1) the
date on which the Architect has rendered a final written deci-
Sion on the Claim, (2) the tenth day after the parties have pre-
sented evidence to the Architect or have been given reasonable
opportunay to do so. if the Architect has not rendered a t1nal
wntten deCIsion by that date, or (3) any of the five events
descnbed in Subparagraph 4.32.
4.5.4.1 When a written decision of the Architect states that ( I)
the decision IS final but subJect to arbaration and (2) a demand
for arbitration of a Cla1m covered by such decision must be
made within 30 days after the date on which the party making
the demand receives the final written decision, then failure to
demand arbttlJ.tlOn within satd 30 days period shall result in
the Archaect's decision becoming tinal and binding upon the
Owner and Contractor. If the Architect renders a decision after
arbitration proceedings have been initiated. such decision may
be entered as evidence. but shall not supersede arbitration pro-
ceedings unless the decision is acceptable to all parties
concerned.
4.5.4.2 A demand for arbitration shall be made within the time
limits specified in Subparagraphs ... S I and 4.5.4 and Clause
... S... 1 as applicable, and tI1 other cases within a reasonable
time after the Claim has arisen, and in no event shall it be made
after the date when institution of legal or equitable proceedings
based on such Claim would be barred by the applicable statute
of limitations as determined pursuant to Paragraph 13.7.
4.5.5 Llml'-Uon on eon.otldaUon or Jotnder. No arbitration
aristl1g out of or relating to the Contract Documents shall
IOclude, by consolidation or Jomder or in any other manner,
the Architect. the Architect's employees or consultants, except
by written consent contatnmg speCIfic reference to the Agree-
ment and signed by the Architect, Owner, Contractor and any
other person or entity sought to be joined. No arbitration shall
IOclude, by consolidation or joinder or in any other manner,
parties other than the Owner, Contractor, a separate contrac-
tor as descnbed in Article 6 and other persons substantially
mvolved in a common question of fact or law whose presence
IS required If complete relief is to be accorded in arbltrallon. :-10
person or entity other than the Owner, Contractor or a sepante
contractor as described m Article 6 shall be included as an ong-
mal third party or additional third party to an arbitration whose
Interest or responslbilitv IS msubstantial. Consent to arbitration
involvlOg an Jdditional person or entity shall not constitute
consent to arbaration of a dispute not descnbed therem or with
J person or entity not named or descnbed therem. The fore-
gomg Jgreement to arbitrate and Other agreements to Jrbltrate
With m Jdditlonal person or entity dulv consented to bv partles
to the ,\greement shall be speClt1callv enforceable under appli-
cJble law 10 my court havmg lunsdlctlon thereof.
4.5.8 Claim. and Tlmefy Aaaertlon of Claim.. :\ p:J.rtV who
tiles l nO{lce <Jf Jemmd tor Jrb,tr:Hlon must .!.'osert In [he
demand ill ClJ.1ITls then known [0 [hat pJrtv 'In which Jrbltr:l-
tlun IS permllted to be demanded. When J PMty Luis [0 Include
J <:lalITl through overSight, Inadvertence or excusable neglect.
<Jr when J Cl;um has matured or been acqUired subsequentlv.
the arbitrator or JrbltlJ.tors may permit J.ITlendment.
4.5.7 Judgment on FINlI Aw.rd. The award rendered by the
JrbltlJ.tor or arbitratOrs shall be final, and ludgment mav be
entered upon It In Jccordance with applicable law 10 anv court
ha" .ng junsdictlon thereof.
ARTICLE 5
SUBCONTRACTORS
5.1 DEFINITIONS
5.1.1 A Subcontractor is a person or emity who has a direct
contract With the Contractor to perform a portion of the Work
at the site. The term "Subcontractor" is referred to throughout
the Contnct Documents as if singular in number and means a
Subcontractor or an authonzed representative of the Subcon-
tnctor. The term "SubcontractOr" does not include a separate
contractOr or subcontractors of a separate contractor.
5.1.2 A Sub-subcontractor is a person or entity who has a
direCt or indirect contract with a Subcontractor to perform a
portlon of the Work at the site. The term "Sub-subcontractor"
is referred to throughout the Contract Documents as if singular
in number and means a Sub-subcontnctor or an authorized
representative of the Sub-subcontractor.
5.2 AWAPfD OF SUBCONTRACTS AND OTHER
CONTRACTS FOR POfITIOH8 OF THE WORK
5.2.1 Cnless Otherwise stated in the Contract Documents or
the bidding requirements, the Contractor. as soon as prac-
ticable after award of the Contract. shall furnish in writing to
the Owner through the Architect the names of persons or enti-
ties (including those who are to furnish materials or equipment
fabricated to a special design) proposed for each principal por-
tion of the Work. The Architect will promptly reply to the Con-
tractor in writing stating whether or not the O'\1\.-ner or the
Architect. after due investigation, has reasonable objection to
any such proposed person or entity. Failure of the Owner or
Architect to reply promptly shall constitute notice of no reason-
able objection.
5.2.2 The Contractor shall not contract with a proposed per-
son or entity to whom the Owner or ArchiteCt has made rea-
sonable and timely objection. The Contractor shall not be
required to contract with anyone to whom the Contractor has
made reasonable objection
5.2.3 If the Owner Of Architect has reasonable objectlon to J
person or entity proposed by the Contractor, the Contractor
shall propose another to whom [he Owner or ArchiteCt has no
reasonable objeCtion. The Contract Sum shall be IOcreased or
decreased by the difference In cost occasioned by such change
Jnd m appropriate Change Order shall be issued. However, no
IOcrc:ase 10 the Contnct Sum shall be J..Ilowed for such change
unless the Contractor has acted promptlv :J.nd responslvelv 10
'iubmltting names as reqUired.
5.2.4 The Contractor shall no[ change a Subcontractor person
<Jr entltv preViously selected If [he Owner or :\rch,[ect m:J.kes
re:J.sonJble ob,ectlon to such change.
All. OOCUMIHT A201 . (;E~ERAL CO~DITIO~S OF THE CO:'olTR...CT FOR CO:'iSTRICTION' FOLRTEE:'oITH EDITION
,1.,' . ; I')H~ fHE A."IERIC.,:"I:'iSTITLTE OF ARCHITECTS. I ~\S :'oIEW YORK .\vE:'iLE. "W ~'."SHI:'oiGTO:". DC 2IJOOn
A201.1987 13
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5.3 SUBCONTRACTUAL RElATIONS
5.3.1 Bv .Ippropnate .Igreemem. Wnlten where ieg;illv reqUired
t.or v;ilidltv. the ContractOr ,h;ill require each SubcontrJctor. to
the extem of the Work to be performed bv the SubcoOlrJctor,
to be bound to the COOlractor bv terms of the CoOlract Docu-
meOlS, and to JSsume (OWJrd the COOlr.lctor ;ill the obilgallons
.Ind responslbd1l1es which the COOlrJctor, by these Docu-
ments, JSsumt:S toward the Owner and Archllec\. Each subcon-
tract Jgreemem shall preserve and protect the nghts of the
Owner and Architect under the COOlr.lct Documents with
respect to the Work to be performed by the SubcomrJctor so
that subcontr.lctIng thereof will not preJudice such rights. and
shall allow to the Subcontractor. unless speClficallv provided
otherwise in the ,ubcomr.lct agreement, the benefit of all
rights, remedies and redress agamst the ContraclOr that the
Contr.lClOr. by the Contr.lct Documents, has agamst the
Owner. Where appropriate, the Contractor shall reqUire each
SubcomraclOr to enter into slITIllar agreements with Sub-sub-
contractors. The ContraclOr shall make available to each pro-
posed SubcontraclOr, prior to the execution of the subcontract
agreement, copies of the Contract Documents to whICh the
Subcontractor will be bound, and, upon written request of the
Subcontractor, idenllfy to the Subcontr.lctor terms and condi-
tions of the proposed subcontr.lct agreement which may be at
variance with the Contract Documents. Subcontractors shall
similarly make copies of applicable portions of such documents
available to their respective proposed Sub-subcontractors.
5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
5.4.1 Each subcontract agreement for a portion of the Work is
assigned by the ContraclOr to the Owner prOVided that:
.1 assignment is effective only after termination of the
Contract by the Owner for cause purslWlt to Para-
graph 1-l.2 and only for those subcontract agreements
which the Owner accepts by notifying the Subcon.
tractor In writIng; and
.2 assignment is subject to the prior rights of the surety,
if any, obligated under bond relating to the Contr.lct.
5.4.2 If the Work has been suspended for more than 30 davs,
the SubcontraclO(s compensation shall be equitably adjusted.
ARTICLE 8
CONSTRUCTION BY OWNER
OR BY SEPARATE CONTRACTORS
8.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION
AND TO AWARD SEPARATE CONTRACTS
8.1.1 The Owner reserves the right lo perform construCllon or
operations related to the Project with the Owne(s own forces,
and to award separate contracts in connection with other por-
tIons of the Prolect or other construction or operations on the
,ite under Conditions of the Contract Identical or substantially
similar lo these Including those portions related lo insurance
and waIver of subrogation If the ContraClOr claims that delay
or additional cost IS Involved because of such action bv the
Owner, the ContraClOr ,hall make such Claim as provided else-
where in the Contract Documents.
8.1.2 When separate comracts are awarded for different por-
tIons of the Prolect or other construction or operations on the
,ite. the term ..COOlraclO(' In the COOlr.lct Documents In each
ca.se shall mean the COOlraClOr who executes each separate
Owner-Comractor A~reement.
6.1.3 fhe (lwner ,h;ill prOVide for (OOrd1I1allOn uf the KtIV\-
r;es ,Jf the Uwner , I)wn forces and of <:'.lch ,epJr.lte contractor
'" Ith the Wilrk of the COOlractOr, who ,h;ill (1)operate "'iIlh
them The Cumractor ,hall participate with other ,eparate con-
t r:ictOrs and the Owner In reviewing thel! construction 5ched-
ules when dIrected to do ,0 The ContnClOr shall make my
reVISions to the construction schedule and Contnct Sum
deemed necessary after a joint review and mutual agreemem
The construction schedules shall then consti[Ute the schedules
to be used bv the ComraclOr, separate comraClOrs and the
Owner umil subsequemly revised.
8.1.4 l.nless otherwise proVided to the Comnct Documents,
when the Owner performs construction or operations related
to the ProJect with the Owner's own forces, the Owner shall be
deemed to be subject 10 the same obligations and 10 have the
same rights which apply 10 the Contractor under the Condi-
tions of the Contract, including. without excluding others,
those stated in Article 3, this Article 6 and Articles 10, 11
and 12.
8.2 MUTUAL RESPONSIBILITY
8.2.1 The Comractor shall afford the Owner and separate con-
traclOrs reasonable opportunity for introduction and storage of
their materials and equipment and performance of their activi-
ties and shall connect and coordirune the Contractor's con-
struction and operations with theirs as required by the Comract
Documents.
8.2.2 If part of the Contractor's Work depends for proper
execution or results upon construction or oper.ltions by the
Owner or a separate contractor. the Contractor shall. prior to
proceeding with that portion of the Work. promptly report to
the Architect apparent discrepancies or defects in such Q[her
construction that would render it unsuitable for such proper
execution and results. Failure of the Contractor so to report
shall constitute an acknowledgment that the Owner's or sepa-
rate contractors' completed or partially completed construction
IS fit and proper 10 receive the Contractor's Work. except as to
defects not then reasonably discoverable.
8.2.3 Costs caused by delays or by improperly timed acuviues
or defective construction shall be borne by the party responsi-
ble therefor.
8.2.4 The Contractor shall promptly remedy damage wrong-
fully caused by the Contractor to completed or partially com-
pleted construction or to property of the Owner or separate
contractors as provided in Subparagraph 10.2.5
8.2.5 Claims and other disputes and maners in question
between the ContraclOr and a separate contraclOr shall be sub-
ject to the provisions of Paragraph 4.3 provided the sepante
contractor has reciprocal obligauons.
8.2.8 The Owner and each separ.lte contractor shall have the
same responSibilities for cuning and patching as are descnbed
for the Contractor in Paragr.lph 3.14.
8.3 OWNER'S RIGHT TO CLEAN UP
8.3.1 If a dispute arises among the ContraclOr, separate con-
tractOrs and the Owner' as 10 the responSibility under their
respecuve contracts for mamtaining the premises and surround-
il1g area free from waste matertals and rubbish as descnbed il1
PJragraph 3. 1 <;. the Owner may clean up and allocate the cost
among those responSible as the Architect determmes to be lUSt
14
A201-1987
AlA DOCUMINT A201 . (,E:'oIERAL COI'OD\TIO:'olS OF THE CONTRACT FOR CONSTRCCTlON · FOLRTEE:'oITH EDITIO"
~l^' . s: 191!~ THE .\.\lERIC^~ I~STlTLTE OF .\RCHITECTs. I ~3~ :'olEW YORK AVENLE. :'ol w. W.\SHI:'olGTO!'<. D <: ~""'K,
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ARTICLE 7
CHANGES IN THE WORK
7.1 CHANGES
7.1.1 Changes In (he Work mav he .1ccomplished aiter execu-
tlGn of the Cuntract. md without invalidating the C'lntract. bv
Change Order. Cunstructlon Change Directive or Grder for .I
minor change m the W'lrk. subJect to the limlt.Itlons st.Ited m
th15 :\wcle - .Ind elsewhere In the Cuntract Documents.
7.1.2 A Change Order shall be based upon .Igreement among
the Owner. Contractor .Ind Architect. .I Cunstructlon Change
Directive reqUires agreement bv the Owner and .~chitect and
mayor mav not be agreed to by the ContractOr; an order for a
mmor change in the Work may be issued bv the Architect
.Ilone.
7.1.3 Changes in the Work shall be performed under appli-
cable provIsions of the Contract Documents. and the Contrac-
tor shall proceed promptlv. unless otherwise provided m the
Change Order. Construction Change Directive or order for a
minor change in the Work.
7.1.4 If unit pnces are stated in the Contract DocumentS or
subsequently agreed upon. and If quantities originally con-
templated are so changed m a proposed Change Order or Con-
structlon Change Directive that application of such unit pnces
to quantities of Work proposed will cause substantial inequity
to the Owner or Contractor. the applicable unit prices shall be
equitably adjusted.
7.2 CHANGE ORDERS
7.2.1 A Change Order is a written instrument prepared by the
.\rchitect and signed by the Owner. Contractor and ArchItect.
stating their agreement upon all of the following:
.1 a change in the Work;
.2 the amount of the adjustment 111 the Contract Sum. if
any: and
.3 the extent of the adjustment in the Contract Time. if
any
7.2.2 ~ethods used in determining adjustmentS to the Contract
Sum may include those listed in Subparagraph -..3.3
7.3 CONSTRUCTION CHANGE DIRECTIVES
7.3.1 A Construction Change Directive is a written order pre-
pared by the Architect and signed by the Owner and Archllect.
directing a change In the Work and stating a proposed basiS for
adjustment. if any. in the Contract Sum or Contract Time. or
both. The Owner may by Construction Change Directlve.
Without invalidating the Contract. order changes in the Work
within the general scope of the Contract consisting of addi-
tions. deletions or t)ther reVisions. the Contract Sum and Cun-
tract Time being adjusted accordingly.
7.3.2 A Cunstruction Change Directive shall be used in the
.1bsence of total agreement un the terms of a Change Order.
7.3.3 If the Construction Change Directive provides for .In
adjustment to the Cuntract Sum. the adjustment shall be b;tsed
un one of the followmg methods:
.1 mutual acceptance of a lump sum properlY Itemized
;tnd supported bv sutflclent substantwlng d;tt;t ttl per-
mit evaluatlun:
.2 untt pnces .,uted In the Contract Documents or sub-
,>equentlv agreed upon;
.3 C'J.,t to he determmed m .1 manner Jl.\reed 'if',.n ;J"
rhe partles mJ a mutuallv JCcepuble tixt:d, ,r pnct:nr.
.l~e fee: <Jr
.4 .L> proVided In Subparagraph - ) l)
7.3.4 Lpon receipt of a Constructlon Change Dlrecuve. the
ContractOr shall promptly proceed wllh the change m the
WGrk mvolved md adVise the Architect of the CGntractors
agreement or disagreement With the method. If anv, rrovilled
m the Constructlon Change Directive for determining the pro-
posed adjustment in the Contract Sum or Contract Time.
7.3.5 A Construction Change Directive signed by the Contrac-
tor Indicates the agreement of the Contractor therewith. mclud-
ing adjustment 111 Contract Sum and Contract Time or the
method for determining them. Such agreement shall be effec-
tive immediately and shall be recorded as a Change Order.
7.3.8 If the Contractor does not respond promptly or disagrees
With the method for adjustment 1I1 the Contract Sum. the
method and the adjustment shall be determined by the .~chi-
tect on the bas15 of reasonable expenditures and savmgs of
those performmg the Work attributable to the change. includ-
ing, in case of an increase in the Contract Sum. a reasonable
allowance for overhead and profit. In such case. and also under
Clause :..3..3..3. the Contractor shall keep and present. in such
form as the Architect may prescribe. an itemized accounting
together with appropriate supporting data. Cnless otherVliise
provided in the Contract DocumentS. costs for the purposes of
this Subparagraph 7..3.6 shall be limited to the following:
.1 costs of labor. including social security. old age and
unemployment insurance. fringe benefitS required by
agreement or custom. and workers' or workmen's
compensation insurance;
.2 costs of materials. supplies and equipment. mclud-
ing cost of transportation, whether incorporated or
consumed;
.3 rental costs of machinery and equipment. exclusive of
hand tools, whether rented from the Contractor or
others;
.4 costs of premiums for all bonds and insurance. permit
fees. and sales. use or similar taxes related to the
Work: and
.5 additional costS of supervision and field office person-
nel directly attributable to the change.
7.3.7 Pending final determination of cost to the Owner.
amounts not in dispute may be included m Applicatlons for
Payment. The amount of credit to be allowed by the CGntrac-
tor to the Owner for a deletion or change which results m a net
decrease in the Contract Sum shall be actual net cost as con-
firmed by the Architect. When both additions and credits
cGvenng related Work or substitutions are involved in J
change. the allowance for overhead and prunt shall be tigured
un the basis Gf net increase. if any. with respect to that change
7.3.8 If the Owner and Contractor do not agree with the
.1dlustment in Contract Time or the method for determmmg It.
the adjustment or the method shall be referred to the Architect
for determinatlon.
7.3.9 When the Owner and Contractor agree with the deter-
mlOJtlon made by the Architect concerOlng the adjustments m
the Cuntract Sum and Contract Time. or othecvldse reach agree.
mem upon the adjustments. such agreement shall be etlectl".e
Ilnmedlately and shall be recorded by preparation md exccu.
(Ion of an appropnate Change Order
1..1. DOCUMENT A201 . GE:"ERAL CONDITIONS OF THE CO:'<TR.\CT FOR Ul:"., fRI CTIOr-; . FOlRTEENTH EDITIO:'<
\1..... . .~: IWI- THE\.\.tERICA:"O I:"OSTlTlTE OF .\RCHITECTS. 1-\; :"EW YORK .\\E:"OlE." W. ""'ASHINGTON. D C !l)()o6
A201-1987 15
WARNING: UnIIcenMd photOCOpying vtolatM U.S. copyright 1_ and 18 IUbled to IegiII plOMCUtIon.
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7.4 MINOR CHANGES IN THE WORK
7.4.1 The .\rchllect wIll have aUlhort[v r,) 'Jrder minor ~.hmges
In the Work not involVing adjustment IP. (he ComrKt -;um or
extension of the Contract Time JIld not Inconsistent With the
Intent of the (ontrKt Documents -;uch chmges shall be
effected by wrt[ten order md ,hall be binding on the Owner
and Contractor The C,)ntrJCtor shall carrv 'Jut ,uch wn!ten
urders promptlv
ARTICLE 8
TIME
8.1 DEFINITIONS
8.1.1 l'nless otherwise provided. Contract Time IS the penod
of tune. including authonzed adjustments. allotted in the Con-
tract Documents for Substantial Completion of the Work.
8.1.2 The date of commencement of the Work IS the date
established 10 the A.greement. The date shall not be postponed
by the faHure to act of the ContractOr or of persons or entities
for w'hom the ContractOr is responsible.
8.1.3 The date of Substantial Completion is the date certified
by the .~chltect 10 accordance With Paragraph 98.
8.1.4 The tenn .. day" as used in the Contract Documents shall
mean calendar day unless otherwise specifically de tined,
8.2 PROGRESS AND COMPlETION
8.2.1 Time limits stated in the Contract Documents are of the
essence of the Contract. By executing the Agreement the Con-
tractor confinns that the Contract Time is a reasonable period
for performing the Work.
8.2.2 The Contractor shall not knowingly. except by agree-
ment or instruction of the Owner in writing. prematurely com-
mence operations on the site or elsewhere prior to the effective
date of insurance required by Article II to be furnished by the
ContractOr. The date of commencement of the Work shall not
be changed by the effective date of such insurance. Cnless the
date of commencement IS established by a notice to proceed
gIven bv the Owner. the Contractor shall notify the Ow'ner in
writing not less than five davs or other agreed period before
commencl!1g the Work to permit the timely t1Iing of mortgages.
mechanIC.s liens and other security interests,
8.2.3 The Contractor shall proceed expeditiously With ade-
quate forces and shall achieve Substantial Completion within
the Contract Time.
8.3 DELAYS AND EXTENSIONS OF TIME
8.3.1 If the Contractor is delayed at my time in progress of the
Work by m act or neglect of the Owner or Architect. or of an
employee of either. or of a separate contractor employed bv
the Owner. or by changes ordered in the Work. or by labor
disputes, fire. unusual delay in deliveries. unavoidable casualties
or other causes bevond the ContractOr's control. or by delay
authOrIzed by the Owner pending arbitration. or by other
causes whICh the .~chitect determines may Justify delav. then
the Contract Time shall be extended by Change Order for such
reasonable lime as the :\rchltect may determine.
8.3.2 Claims relating to lime shall be made In accordance With
applicable proViSions of Paragraph ~ j
8.3.3 ThIS Paragraph H 5 does not preclude r~coverv of dam-
.lges for delay bv ellher parry under other proViSions of the
C'lntract Documents.
ARTICLE 9
PA YMENTS AND COMPLETION
9.1 CONTRACT SUM
9.1.1 The ('lmract Sum IS s(Jted 10 the Agreement and, Includ.
\f18 authOrIzed adjustments, IS the total amount payable bv the
Owner to the Contractor for performmce uf the Work under
[he Cuntract Documents
9.2 SCHEDULE OF VALUES
9.2.1 Before the t1rst Application for P:lvment, the Contractor
shall submit to the .~chltect :l schedule of values ailooted (0
vaflous portlons of the Work. prepared in such fonn md sup-
ported by such data to substmtiate ItS accur:lcy as the Architect
may reqUire. This schedule. unless objected ro by the MchJtecr.
shall be used as a basIS for reviewl!1g the Conrractors Applica-
rions for Payment.
9.3 APPLICATIONS FOR PAYMENT
9.3.1 At least ren days before rhe date established for each
progress payment. the Contractor shall submit to the Mchitect
m Itemized ApplicatiOn for Payment for operations completed
in :lCcordance with the schedule of values. Such :lpplication
shall be notarized. if required. and supported by such data
subsrmtiaung the Contractor's right to payment as the Owner
or Architect may reqi.llfe. such as copies of requisitions from
Subcontractors md material suppliers. and reflecting retain age
if provided for elsewhere in the Contract Documents.
9.3.1.1 Such applications may include requests for payment on
account of changes l!1 the Work which have been properly
authorized by Construction Change Directives but not yet
mcluded in Change Orders,
9.3.1.2 Such applications may not include requests for pay-
ment of amounts the Contractor does not intend to pay ro a
Subcontractor or material supplier because of a dispute or other
reason,
9.3.2 Cnless otherwise provided in the Contract Documents.
payments shall be made on account of materials and eqUipment
delivered md SUitably stored at the site for subsequent incor.
poration in the Work. If approved in advance by the Owner.
payment may similarly be made for materials and equipment
suitably stored off the site at a location agreed upon in writing.
Pavment for materials and equipment stored on or off the site
shall be conditioned upon compliance by the Contractor with
procedures satisfactory to the Owner to establish the Owner's
title to such materials and equipment or otherwise protect the
Owner's Interest, md shall include applicable insurance.
srur:lge md trmsportation to the site for such materIals md
equipment stored off the site.
9.3.3 The Contractor warrmts that title to all Work covered bv
an Application for Payment wtll pass to rhe Owner no later than
the time of payment The Contractor further warr:lnts that
upon submittal of m Application for Payment all Work for
which Certificates for Payment have been previously Issued
and payments received from the Owner shall. to the best of the
Cuntractor's knowledge. mformation md belief. be free md
clear of liens. dauns. security interests or encumbr:lnces m
ta\llr ,)f the Cuntractor, Subcontractors. matenal suppliers. ur
"rher persons ur entities making a claim bv reason ()f having
pro\lded labor, marerIals and equipment relating to the Wllrk
9.4 CERTIFICATES FOR PAYMENT
9.4.1 The Architect will. WIthin seven days after receipt (>f the
C( >l1tractor's Application for Payment. either Issue [,) tile
16
A201.1987
AlA DOCUMENT A201 . GE:-IERAL CO~DITIO:\S 'If THE CO~TRACT fOR CONSTRLCTION . r(Jl.RTtE~TH EOJT!' >,
.\1.\- . 91<)11" THE M.\ERICAN INST1TLTE Of ,RUHTECTS '"\S :-IEW YORK WE:-ILE, N w. "",\SHINGTON. D' ~,,",",
WARNING: UnllcenMd photocopvlng vIolateI U.S. copyright 1_1nd lelUbject to IepI ~.
tfk2/
Owner J Certificate for p:lVment. With 1 copv to the C(Jl1tr:lc
tor. for ,uch .lIl1ount .15 the Architect Jetermmes IS properlv
due. or notIfy the Cuntractor mJ Owner tn Wrt[!n~ of the
.\rchltec(s re:JSOn5 for wlthholdmg cerlltlCltlOn tn whole (Jr tn
p:lrt .15 provided tn Subparagraph 9 'i I
9.4.2 The Issumce of a Cemtlcate for Pavment Will COl1stltute 1
representation bv the Architect to the Owner. b:lsed un the
.\Ichltecf, observations at the ,lte md the data comprtslOg the
.\pphcatlon for Pavment. that the Work has progressed to the
pOint IOdicated md that. to the best uf the .\rchltect, knowl-
ed~e. mformatlon md bellef. qual1tv of the Work IS 10 accor-
dance with the Contract Documents. The foregolOg representa-
tions are subject to an evaluation of the Work for conformance
with the Contract Documents upon Substantial Completion. to
results of subsequent tests and IOspectlons. to mlOor deVIations
from the Contract Documents correctable pnor to completion
and to specific qualifications expressed bv the .\rchitect. The
Issuance of a Certificate for Payment will further constitute a
representation that the Contractor is entitled to payment in the
.lIl1ount certified. However. the Issuance of a Certltlcate for Pav-
ment will not be a representation that the .\!chitect has (I)
made exhaustive or continuous on-site inspections to check the
quality or quantity of the Work. (2) reviewed construction
means. methods. techniques. sequences or procedures. (5)
reVIewed copies of reqUisitions received from Subcontractors
md matenal suppliers and other data requested by the Owner
to substantiate the Contractor's right to payment or (-+) made
examlOatlon to ascertam how or for what purpose the Contrac-
tor has used money previously paid on account of the Contract
Sum.
9.5 DECISIONS TO WITHHOLD CERTIFICATION
9.5.1 The .\rchltect may decide not to certlfy pavment and
Olav withhold a Certificate for Payment In whole or 10 part. to
the extent reasonably necessary to protect the O\'\mer. If in the
.\rchltec(s opinion the representations to the Owner required
bv Subparagraph 9.-+2 cannot be made. If the .\rchltect IS
unable to certify payment in the amount of the Application. the
.\rchltect ,vIll notify the Contractor and Owner JS proVIded in
.Subparagraph 9-+.1 If the Contractor and Architect cannot
.Igree on a reVised .lIl1ount. the .\rchltect Will promptlv issue a
Certificate for Payment for the amount for which the .\rchltect
IS able to make such representations to the Owner. The ArchI-
tect Olav also deCIde not to certify payment or. because of
"ubseqllentlv discovered eVidence or subsequent observations.
ma\. nullifv the whole or a part of a Certiticate for Pallment
pre\.louslv Issued. to such extent as may be necessary 10 the
\rchitect s opinton to protect the Owner from loss because uf
.1 Jefectlve Work not remedied:
.2 third part v claims filed or re:l.sonable eVIdence IOlltClt.
Il1g probable filing of such claims;
.3 f:lllure of the Contractor to make pavment.' prop-
erl\. to Subcontractors (Jr for lahor. matertals llr
t:ljlllpment;
.4 reasonable e\.ldence that the Work cal1not hc u 1111.
pleteJ for thc unpauj hJlance of the COmr.ILl SUlll.
.5 LlamaKe to the ()wner or :lnother C(l(ltr~l<.:tor;
.6 rea-,ul1Jhle t:nJence that the Wurk \\ tll no[ hc u 1111.
plcteJ wlthll1 [he Clintract Time. .1I1J (h~ll thc unpaid
halancc \\( 'ulJ n,)[ he .Kklju;llC t(, ~(I\ er .1du;tI "r
Ilquld:llCU JamaKes f"r [he al111up.llt:J Jd;I\. "r
. 7 per'lstcnt fJllure to earn. out the Work 111 .1<':(( 'rd.lI\l<':
"I[h Ihe [:( >l1tract 0, IUIIllt:11l'
9.5.2 When the lOO\e rea.sons for wllhholull1g lenttiea[[( ,11 lre
removeu. cerrttlcatlon Will be maue for lmounr., prel( lu~i\
wllhhelu
9.6 PROGRESS PAYMENTS
9.6.1 .\fter [he .\rchltect has Issued a Cerrttlcate for P:l\ment.
the Owner ,hall make payment Il1 the manner md wllhll1 the
[[me proYlued Il1 the Contract Documents. md ,hall ><) no[[tv
the .\rchltect.
9.6.2 The Contractor shall promptlY pay each Subcontr:Jctor.
upon receIpt of payment from the Owner. out of the .lIl1OcJnt
paid to the Contractor on account of such Subcontractor s por-
[[on of the Work. the amount to which 'iaid Subcontractor IS
entitled. reflecting percentages actually retained from payments
to the Contractor on account of such Subcontracto( 'i portlon
of the Work. The Contractor shall. by appropnate agreement
with each Subcontractor. require each Subcontractor [0 make
p:Jvments to Sub-subcontractors in sirmlar manner.
9.6.3 The .\!chitect wlU. on request. furnish to a Subcontrac-
tor. If practicable. information regarding percentages of com.
pletion or amounts applied for by the Contractor and action
taken thereon by the .\!chitect and Owner on account of por-
tions of the Work done by such Subcontractor.
9.6.4 ~either the Owner nor Architect shall have an obligation
to pav or to 'iee to the payment of money to a Subcontractor
except as may otherwise be required by law.
9.8.5 Payment to material suppliers shall be treated Il1 J manner
sl1TI1lar to that provided in Subparagraphs 96.2.96..3 and 96-+
9.6.6 A Certificate for Payment. a progress payment. or partial
or entire use or occupancy of the Project bv the Owner shall
not constitute acceptance of Work not in accordance With the
Contract Documents.
9.7 FAILURE OF PAYMENT
9.7.1 If the Architect does not issue a Certificate for Payment.
through no fault of the Contractor. Within seven Jays after
receipt of the Contracto(s Application for Payment. or If the
Owner does not pay the Contractor within seven days alter the
date established in the Contract Documents the amount cer-
[[tied bv the Architect or awarded by arbitration. then the Con-
tractor may. upon seven additional days' written nOllce to the
Owner and Architect. stOp the Work untt! payment of the
:lmount owing has been received. The Contract Time shall be
extended appropriately and the Contract Sum shall be
Il1crea.sed by the amount of the ContrJcto(s reasonable costs uf
,hut-uown. delay and start-up. which shall be accumplisheJ a.s
pn)\.tded in .\rticle ~
9.8 SUBSTANTIAL COMPLETION
9.8.1 Substantial Cumpletion IS the stage in the pro~ress of the
1);.(Jrk when the Work o~ deSignated portion thereof IS ,urli-
llt:ntl\. lomplete Il1 accordance With the ContrJct Do<.:umcnts
'0 tht: Owner can m:cupv or utilize the Work for its lI1tt:l1ded
u,e
9.8.2 I);.hen the Contractur consl<lers that the W,lrk. or J ror.
tI{ 111 thcn:"f which the Owner Jgrees to accept 'eparate!\.. I.'
-lIh'ul1l1Jllv complete. the Contractor ,hall prepare :lnU 'uhmll
I{ I the .\rchllect 1 Cl lmprehenslve list (If Items to he Cl lmrk:ted
, Ir u IrrcucJ. The Contractor "hall proceeJ prompt!\ to l{ )(11.
[llctt' .1I1U C( ,rreu Items (In the list. Fatlure t( I IIlcluue an I[e(11 (>11
-lIC h 11.'1 duc' l1ut Jlter the re'pon'Jbtlity of the Cont[;\l{lIr III
<.omplc[e .111 W, )rk 111 ,Iccoruance WI[h the CO!l[r:ll{ {), 'lU.
IlIcl1l' l.t){ 111 receipt (It the [.( Intractl Ir , II.,t. the ,\r<.:hl[t:l{ \\ ill
1I\;I\o;e .111 In,pcUlon (0 delerm1l1e whether the \'(ork or dC'i\/.-
"'A DOCUMENT A201 . (.F'-EIl.'L ( { 1'-1 JITI( 1'-' I IF niF ( (,'- rH.V r E. IH , , ,',- 1 HI <. : I{ 1'- . H" H I H~ 1ft H Jill' "
\1\'. I\l~- fill-. '\It-:Hlt..\~I'..:",r(l'l fEi)F \j{( ttllF( r.... l-~';'\,I-.\),. 1111-(1-1, \\\-'\,\ r '.',). .\ \....tll'-',l'(l'\ III ":'lllllll
A201-1987
17
WARNING: Unlicensed pllolocopy.ng violet.. U.S. copy"gnll_ end I. subject 10 lege! proeecullon.
tfk/
nated portion thereof IS ,uhsurHlallv '~omplete If [he
.\rchltec(, Inspecllon dlsc!o,es JnV Item. whether I)r not
Iilcluded on the t:ontracto[, liSt. which IS nut :n JCcordJIlce
with the reqUirements of the Contract Documents. the CI mtrac
tor shall. before ISSUJI1ce of the Certltlcate of SubStJI111al Cum.
pletlon. complete ,)r correct such Item upon nOll!1cllIon bv the
Architect. The Cuntractor shall then submit a request for
another Iilspectlon by the :\rchllect to determllle SubslJntlal
Completion. When the Wurk ur deSignated portion thereof IS
,ubstJOtlallV complete. the Architect Will prepare a Certlticne
,)f Substantial Completion which ,hall establish the date uf Sub-
,tJIltlal Complellon. shall establtsh responslbllttles of the
Owner JOd Cuntractor for secumv. ma.llltenJI1ce, heat. utlltlles.
damage to the Work and IIlsurance. JIld shall tix the lime
wlthlll which the Contractor shall tilllsh all items on the list
Kcompanvlilg the Cernficate WarrJI1tles reqUired bv the Con-
tract Documents shall commence on the date of Substanllal
Complellon of the Wurk or deSignated portion thereof unless
otherwise proVided III the Certitlcate of Substantial Comple-
tion. The Certificate of SubstJI1tial Completion shall be sub-
mmed to the Owner and Contractor for their written accep-
tJOce of responslbililles asSigned to them III such Certificate.
9.8.3 l'pon Substantial Completion of the Work or designated
portion thereof JIld upon appltcatlon bv the Contractor JIld
cerllt1cation by the Architect, the Owner shall make payment.
retlecting adjustment in retainage. If JOy. for such Work or por-
tion thereof as provided in the Contract Documents.
9.9 PARTIAL OCCUPANCY OR USE
9.9.1 The Owner may occupy or use JOy completed or par-
tially completed portion of the Work at any stage when such
portion is designated by separate agreement with the Contrac-
tor. provided such occupancy or use is consented to by the
insurer as required under Subparagraph 11..3.11 and authorized
by public authorities having jurisdiction over the Work. Such
partial occupancy or use may commence whether or not the
portion is substantially complete. provided the Owner and
Contractor have accepted III writing the responsibilities
assigned to each of them for payments. retainage If any. secu-
my. mamtenance. heat. utilities. damage to the Work and insur-
ance. and have agreed in writing concerning the period for cor-
rection of the Work JOd commencement of warranlles
reqUired by the Contract Documents. When the Contractor
conSiders a portion substantially complete. the Cont1.lctor shall
prepare JOd submit a list to the Architect as provided under
Subparagraph 982. Consent of the Contractor to partial occu-
pancy or use shall not be unreasonably withheld. The stage of
the progress of the Work shall be determined by wrttten agree-
ment between the Owner and Contractor or. if no agreement is
reached. by decision of the Architect.
9.9.2 Immediatelv prior to such partial occupancy or use. the
Owner. Contractor and Architect shall lointly inspect the area
to be occupied or portion of the Work to be used in order to
determme and record the condition of the Work.
9.9.3 Cnless otherwise agreed upon. partial occupancv ur use
of a portion or porllons of the Work shaH not consmute acccp-
tJIlce of Work not complvmg With the requirements of the
Contract Documents.
9.10 FINAL COMPLETION AND FINAL PAYMENT
9.10.1 l.pon receIpt of wrt[ten nut ice that [he Work IS readv
fpr tlnal InspeCl10n JIld acceptance md upon receIpt of a tln;!1
.\pplical1on for Pavment. [he :\rchltect Will promptlv m;!ke
,uch Iil.,pectlon and. when the .\IchileCl rinds 'he '\X., )rk .lc~ept.
ahle.: under the t:untr:J.ct Documents and the ':'!ntLICt rull, per.
t< !rmed. the .\rchltect Will promptly Issue a rinal t ~ertllica[e r., Jr
PJvment .,ta[Ing that [0 [he best of the Mchilect ., knowled~e.
InfurmatlOn and belief. md on the basiS I)f the .\rchltect'
"hser:allons md inspections. the Work has been completed ill
JCcordance WIth terms md conditions of the Contract Docu-
ments md that the enme balance found to be due the C,)ntrac-
lOr JIld noted In SJJd tlnal Cerl1!1cate IS due md pavable. The
.\rchltec(s tlnal Certificate for Pavment wdl constitute a further
representation that conditions listed III Subparagraph 9 1 C) 2 .IS
precedent to the Contractor's being enl1lled to tinal pavment
have been fulfilled
9.10.2 :-leither final payment nor my remammg retamed
percentage shall become due unttl the Contractor submits to
the Architect (I) an affidavit that payrolls, bills for matenals md
equipment. JIld other indebtedness connected With the Wurk
for which the Owner or the Owner's property might be
responSible or encumbered (less amounts Withheld by Owner)
have been paid or otherwise satisfied. (2) a certificate eVidenc-
ing that insurance required by the Contract Documents to
remain in force after final payment is currently in effect md Will
not be cancelled or allowed to expire until at least )0 davs
pnor written notice has been given to the Owner. ()) a wrlllen
statement that the Contractor knows of no substanttal reason
that the insurance will not be renewable to cover the period
required by the Contract Documents. (-I) consent of suretv. if
anv. to tinal payment and (5). if required by the Owner. other
data establishing payment or satisfaction of obligations. such as
receipts. releases and waivers of liens. clauns. securitv interests
or encumbrances arising out of the Contract. to the extent and
in such form as may be designated by the Owner. If a Subcon-
tractor refuses to furnish a release or waiver required bv the
Owner. the Contractor may furnish a bond satisfactory to the
Owner to indemnify the Owner against such lien. If such lien
remains unsatisfied after payments are made. the Contractor
shall refund to the Owner all money that the Owner may be
compelled to pay in discharging such lien. including all costs
and reasonable attorneys' fees.
9.10.3 If. after Substantial Completion of the Work. final com-
pletion thereof is materially delayed through no fault of the
Contractor or by issuance of Change Orders affecting final
completion. and the Architect so confirms. the Owner shall.
upon application by the Contractor and certification bv the
Architect. and without terminating the Contract. make pavmem
of the balance due for that portion of the Work fully completed
and accepted. If the remaining balance for Work not fullv com-
pleted or corrected is less than retainage stipulated in the Con-
tract Documents. and if bonds have been furnished. the wrlllc:n
consent of surety to payment of the balance due for that por-
tion of the Work fully completed and accepted shall be submit-
ted by the Contractor to the Architect prior to certification uf
such payment. Such payment shall be made under terms and
conditions governing final payment. except that It shall not
consl1lute a waiver of claims. The makmg of final pavment shall
constttute a waiver of claims by the Owner as provided III Sub-
pac.lgraph -d S
9.10.4 Acceptance of Hnal payment by the Contractur. a Suh-
contractor or material supplier shall conSl1lute a wal\cr (If
claims by that pavee except those prevu)Uslv m;!d<.: In wnlln~
Jnd Idenlllied bv [h;!t pavee as unscllled at the lime of tinal
'\PpIICJtlon for Pavment. Such waivers shall he It1 aJdltlon to
the W;!lver descnbed in Subparagraph .. .~ S
18
A201.1987
AlA DOCUMINT A201 . GE:'</ER."L U !:'</OlTIO'S (If THE CONTRAcT fOR UlNSTRI.CTI()'J . For HI EE\1 '; "PIT:, ,'-
\I^' . ~ 1'I1l~ THE .\:.It::RIC^N INSTITlTE I)f \RCHITECTS I ~\S ,,~w YORK ^VENl.E. "W 'JI.\sHI~t; ru," i) I ~'"'' ,"
WARNING; UnllceNecI ~'lI YloletM U.S. copvrtght 1_ end '81Ubject to .. pl'OMCUtlon.
cfk:c-
ARTICLE 10
PROTECTION OF PERSONS AND PROPERTY
10.1 SAFeTY PRECAUTIONS AND PROGRAMS
10.1.1 fhe C(Jntr:Ktor sh:lil be responsible for Inltlal\n~. malO-
t.llnln~ .ll1d ,upervtslng .Ill safetv precautions and programs In
(l,nnectlon with the performance I)f the Cuntract
10.1.2 In the event the Cuntrauor encounters un the site
Illatenal rea.sunablv helieved tu he a:;bes[()s 'Jr polvchlunnated
hlphenvl (PCB) which ha:; not heen rendered harmless. the
C"ntrauor sh:lil Immedlatelv stop W(1rk In the area lffected
lnd report the cunditlon to the Owner lnd .\rchltect In writing.
The Work In the ltTected area shall not thereafter be resumed
except h\. written 19reement of the Owner lnd Contractor If in
flct the materIal IS asbestos ur polvchlorInated biphenYl (PCB)
.\nd has nut been rendered harmless The Work In the affected
Jrea .,h.lll be resumed Il1 the absence of a.sbestos or polychlOrI-
nated hlphenvl (PCBl. or when It has been rendered harmless.
bv wntten agreement of the Owner and Contractor. or In
Kcordance with tinal determination bv the _\rchitect on which
arbttr:Jtion has not been demanded. or bv arbitration under
\rttcle ~.
10.1.3 The Contractor shall not be required pursuant to Article
- tu perform Without consent any Work relating to asbesws ur
polvchlurInated biphenvl (PCB).
10.1.4 To the fullest extent permitted bv law. the Owner shall
Indemnlfv and hold harmless the Contractor. Architect. .\rchi-
tects consultants and agents lI1d empluvees uf Jny of them
from and against claims. damages. losses and expenses. includ-
ing but not limited to attorneys' fees. arisll1g out of or resulting
from performance of the Wurk in the affected area if in fact the
material is a:;bestos or polvchlorInated biphenyl (PCB) and has
nut been rendered harmless. prO\.ided that such claim. damage.
loss ur expense is :mnbutable to bodily Il1jury. sickness. dise'"J.Se
ur death. or to 1l11urv to or destruction (If tangible property
(other than the Work ItSelf) including loss uf use resulting
therefrom. but onlv to the extent clused in whole or in part by
negligent acts or umissions of the Owner. anyone directly or
Indirectlv employed bv the Owner ur anyone for whose acts
the Owner mav be liable. regardless of whether or not such
daim. damage. loss ur expense is clused in part by a party
tndemntt1ed hereunder. Such obligatiun shall not be construed
to ncg;ue. abrIdge. or reduce other rights or uhligations of
Indemnity which would utherwlse eXist as to a party or person
deSCrIbed in this Suhparagraph I O.l.~.
10.2 SAFETY OF PERSONS AND PROPERTY
10.2.1 The Contractor shall take re:lSonable precautiuns for
,afetv Dr. and shall provide re:J.'>onahle protection to prevent
damage. Inlurv ur loss to:
.1 empluvees on the Wurk and other persuns who may
he alkcted thereby;
.2 the WI lrk and materIals and equipment t( l he mcorp'l-
rJted therelll. whether Il1 stora!(e Oil or off the "te.
under care. custo\.l\. or control of the Contractor or
rhe C( lntracto{ s SubCllntractors (,r Sub-<;ubcontrac-
tl lrs: and
.3 other property at the ,He or ad,acent thereto. such .L'
trees. ,hruhs. lawl1s. "" .lIks. pavements. n ,ad 0;>, ;I\S.
'tn.luures md utilities nut c.k:slgnJted tl)r removal. rel,)-
(atlon ur replacement U1 rhe cour~ of ClH1.structlon
10.2.2 The CIJnLractor .;h.lll !oPve nurlces .ll10 (Ilmplv '''tth
lppllUhle law<;. ordmances. rules. regulations andlawt'ul ()rders
I jf publiC luthontles be:lf1ng 1m safety of person, IJr propertv or
rhelr prOtection t.rom damage. Inlurv or loss
10.2.3 The Contractor sh.lll erect wd m.llnt.lln. .IS reqUired bv
eXlsrmg (Undltlons 1I10 performance of the Contrau. rea:;un-
able 'iafeguan.is for safety .ll1d protection. Includmg posting
dll1ger 'ilgns Jnd other warnmgs agall1st hazards. promulgatmg
safetv regulations lI1d notifYing owners md users of ldjacent
,Hes lnd utilities
10.2.4 When use or storage of explOSives or (Jther hazardous
matenals or equipment or unusual methods are necessarv for
execution of the Work. the Contractor shall exerCIse utmust
care :II1d carry on such actlvltles under super;lslon of properlv
qualtt1ed personneL
10.2.5 The Contractor shall promptly remedy damage md loss
(other than damage or loss msured under property msur:mce
reqUired by the Contract Documents) to property referred to In
Clauses 10212 Jnd 10.2.1) caused in whole or in part by the
Contractor. a Subcontractor. a Sub-subcontractor. or anvonc
directly or mdirectly employed by any of them. or bv anyone
for whose acts they may be liable and for which the CDntractor
IS responSible under Clauses 102.12 and W2.1:'>. except
damage or loss attrIbutable to acts or omiSSions of the Owner
ur .\rchltect or anyone directly or indirectly employed bv
either of them. Dr bv anvone for whose acts either of them mav
he liable. and not attributable to the fault or negligence of the
Contractor. The foregomg obligatiOns of the Contractor are m
addition to the Contractor's obligations under Paragraph ).lR
10.2.8 The Contractor shall designate a responSible member of
rhe Contractor's organization at the site whose duty shall be the
prevention of accidents. This person shall be the Contractor's
superintendent unless otherwise designatcd bv the Contractor
in writing to the Owner and Architect.
10.2.7 The Contractor shall not load or permit any part of the
construction or site to be loaded so as to endanger its safety
10.3 EMERGENCIES
10.3.1 In an emergency affecting safety of persons or property.
the Contractor shall act. at the Contractor's discretion. to pre.
vent threatened damage. injury or loss. Additional compensa-
tion or extenSion of time claimed by the Contractor on account
of an emergency shall be determined as provided in Paragraph
~.~ and Article :.
ARTICLE 11
INSURANCE AND BONDS
11.1 CONTRACTOR'S LIABILITY INSURANCE
11.1.1 The Contractor shall purchase from and mamtall1 m a
<.:ompanv or companies lawfully authorized tl) do bU5mess m
the IUrISdictlon in which the Project IS located such insurance as
Will protect the Contractor from claims set forth below which
ma\. arIse out of or result from rhe Contractor's operations
under the Contract and for which the Contractor mav he legallv
Ilahle. whether such operations be by the Contractor or h\. a
SUhCl ,ntractor or hv anvone directly or mdircctly emplm.e0 h\
anv (,t rhem. or bv anvone for whose acts any ()f rhem ma\ he
liahle
.1 claims under workers' or workmen s L(lmpcns.HIt ,n.
di.sabtlitv henetit and other sunil;u" emplovee tx"netit aet,
wtuch are applicable to the Work to he performed;
AlA DOCUMENT A201 . (;E="ERAL CO:-':OITlO/,;S I)f fHE CONTRACT fOR I ()~'i TRI l. T1m~ · f( 1l.RTEENTH EDITIU~
11.1'. I ')I!~ THE .~.\1ERIC....~ I:"lSTITLTE ()f .~RCHITECTS. I ~3~ ~E'lli YORK \\E~l E ,,~. ~ .\SHI="C,TON. DC lIMMl6
A201-1981 19
WARNING: Unllc...cI pholoCOP("lO vloI8tM U.S. copyright 1_ 8nd lelUDjeCt to Ieg8I proeec:uUon.
~
.2 c1Juns for dJffiJ~es belJuse 'It h, )dilv Inlun II CUpJ.
t10nJl .,Ickness or dlsea.se. Ilr death 'If (he C,)IHrJCtur.,
c:mplovees;
.3 c1Juns for dama~es hecau.se of bodllv Inlun.. Sickness
or dl..,eJse. or death of JIlV persun ocher [hJIl [he Cun.
tr:lCtor., emplovees:
.4 c1Jlms t.or dJmages Insured bv usuJl personJl InJurv
Ilabilltv (ol.erage which Jre 'iustamed ( I) bv J person
JS a result of.m offense dlrectlv or Indirectlv related to
emplm.ment of .,uch person hv [he CuntrJCtDr. ur (2)
bv lI10lher person:
.5 claims for damages. other than to the Wurk Itself.
because of injury [0 or destruction uf (JIlgIble prop-
erty. Including loss of use resultIng therefrom;
.8 clauns for damages because of bodily InJury. death of
J person or property dJffiage arlsmg out of owner-
ship, maintenance or use of a motor vehicle; and
.7 clauns involving contractual liability insurance appli-
cable to the Contractor's obligations under Paragraph
,18
11.1.2 The insurJIlce reqUired by Subparagraph II I I shall be
wrllten for nO[ less than limits of liability specified In the Con-
[rJet Documents or required by law. whichever coverage IS
greater. Coverages, whether wmten on an occurrence or
claims-made basiS, .,hall be mamtained without Interruption
from date of commencement of the Work untll date of final
pavment JIld termInation of any coverage reqUired to be maIn-
t:uned Jfter final payment.
11.1.3 Certificates of Insurance acceptable to the Owner shall
be tiled with the Owner prior to commencement of the Work.
These Certilicates and the insurance policies required by this
Paragraph II . I shall contaIn a provision that coverages
Jfforded under the poliCies w1ll not be cancelled or allowed to
expire until at least ,0 days' pnor written notice has been given
to the Owner. If any of the foregoing insurance coverages are
reqUired to remaIn In force after final payment and are rea.son.
Jbly JVaIlable. an additional certificate evidencing continuation
()f such coverage shall be submitted with the final Application
for Pavment as reqUired by Subparagraph 9.10.2. Informatlon
concerning reductlon of coverage shall be furmshed by the
Contractor with reasonable promptness in accordance With the
Contractor's IOformation and belief.
11.2 OWNER'S liABILITY INSURANCE
11.2.1 The Owner shall be responsible for purchasing and
maIntaining the Owner's usual liability insurance. Optionallv,
the Owner mJV purchase and mainum other insurance for self-
protection JgaInst claims which may arise from operatlons
under the Contract. The Contractor shall not be responSible
for purchasing Jnd maintaining this optional Owner's liabilitv
IOsurance unless specilically reqUired by the Contract
Documents.
11.3 PROPERTY INSURANCE
11.3.1 l"nless 'ltherwise pc< lVlded. the Owner shall purcha.se
.IIlU 111:1lntalO. 10 1 CI ll1lpanV or companies lawfullv luthonzeu
to do huslOess In the lunsuiction 10 which the ProJect is
I, 'cited. pmpert\. lO.surance In [he Jmount uf the mltial Cun-
(ract "Unl ,LS well a.., subsequent muuiticatlons thereto tl)r [he
l.mire \X.urk .ll the site un 1 replacement cust hasl~ \\Ithuut \.ul-
ulHaC\ deductlhles "ucr, prupertv 1I1sUrJnCe ,hall he 1111m.
l.ilneu. unle" "th<.T\\lSe pru\.!ueu 10 the CuntraCl Ducuments
"r (,[her" I.'e .I~reed In \\ rIlll1~ hv 111 per~ons JIlJ elHltleS \\ h, l
.Ire he\1l:tICl~ICID,)t 'uch IIburll1Ce. ul1tll tinal pavment ha.s heen
ltude .l~ prulll1ed 111 Par~IW~lpl1 \) I II ur lllltll nu person ur emlt\.
"ther thm the Uwner ha.5 lI1 Insurable Intere't in rt1e i-I' .f1en\
reqUlrc:u hv thiS ParJ~raph 11 _~ to be covered. '\ hlche'.cr "
C:lrller ThiS lI1surance .,hJlllI1dude Interests (jf the ()wner. [he
(:, ,11lraClur."'ubcDl1lracwrs JIld Sub..,ubcol1lrJCl"r., ,n the
Wurk
11.3.1.1 Propertv msurance shall be on JIl JJI-nsk pullu form
lnl1 .,hJllmsure Jgamst the penis of tire and extended covera~e
lI1d phvslcal loss or damage lI1cluding. Without dupllCitlon Ilf
coverage. theft. vJlldalism. maliClou.s mischief. collapse. fJlse.
work. temporary buildings and debns removal lI1cluumg
demolition occasioned by enforcement of Jnv Jppllcable legJl
reqUirements, and shall cover reasonable compensation for
.\rchltects services JIld expenses reqUired as a result I)f iuch
lI1sured loss. Coverage for other penis shall not be reqUired
unless otherwise proVided II1 the Contract Documents
11.3.1.2 If the Owner does not intend to purchase .,uch prop'
erty lI1surance reqUIred by the Contract JIld With JJI of the
coverages in the amount described above, the Owner .,hall so
mform the Contractor in wming prior to commencement of
the Work. The Contractor may then effect insurance which will
protect the interests of the Contractor. Subcontractors Jnd Suh.
subcontractors in the Work. JIld by appropriate Change Order
the cost thereof shall be charged to the Owner. If the Contrac.
tor IS dJffiaged bv the failure or neglect of the Owner to pur.
chase or mall1tain insurance as described above, without 50
notifYing the ContractOr, then the Owner shall bear Jll reason.
lble costs properly attributable thereto.
11.3.1.3 If the property Insurance requires minimum deducu-
bles JIld such deducubles are identified in the Contract Docu-
ments. the Contractor shall pay costs not covered because of
such deductibles. If the Owner or insurer increases the reqUIred
minimum deductibles above the amounts so identified ur If the
Ow'ner elects to purchase this insurance with voluntary deduc.
tlble amounts. the Owner shall be responsible for pavment of
the additional costs not covered because of such LI1crea.sed or
voluntary deductibles. If deductibles are not identified in the
Contract Documents. the Owner shall pay costs not covered
because of deductibles.
11.3.1.4 l'nless otherwise provlued In the Contract Docu-
ments. thIS property lI1surance shall cover portions of [he Wurk
.,tored off the site after written approval of the Owner Jt the
vJlue established in the approval, Jnd Jlso purtions uf the W'lrk
111 transit.
11.3.2 Boller and Machinery Insul1lnc.. The Owner .,hJll
purchase Jnu maintain boiler and machinery iDsuranu:
reql\1red by the Contract Documents or by law. which .shJll
sreuficallv cover such Insured objects duril1g LI1stallaw 10 lnu
ul1tll tInJl acceptance bv the Owner: this insurance shJlI induue
Il1terests of the Owner. ContrJctor. Subcontractur5 lnu Suh-
'uhcuntractors In the Work, JIlU the Owner Jnu CuntrJClOr
,hJJl he nJJneo insureJ.s.
11.3.3 La.. of U.. Insul1lnc.. The Owner. Jt the ()\\ ner ,
IIptlIJn. may purcha.se Jnu maintain .,uch IOsurance lS \\ill
II1,ure [he Owner Jgainst loss of use of the Owners prIJrerl\
due [I l tire ur other haards. huwever cJuseu. The Owner
\\ .11 1 es JlI n~ts of action 1~;J.11bt the ContrJctor fllr II ISS ,'t IN:
(,t [11<.' ()wne(s rrupertv. lI1cluU\l1~ cunse4uentlaIIIJ'~<.'s due tl'
tin: I)r ,)tller hazarJ.s however CJuseu.
11.3.4 If [he ContrlCtor requests lI1 wntmg that lI1SUrlnCe [( ,r
rISks "ther thJn those descnbeu herem Ilr fur other speCial h.I/.
.lrds he Included 10 the prupertv IOsurJnce pulin.. the ( h\ IH:r
,hall. If p< '''Ihle. Il1duue .,uch msurance. .tnu the u 1St (11<.'r<.'l ,[
,lull he char~eLl to the Contractor hv J.ppropnate (h.ln~<.'
( lrder
20 A201-1987
All. DOCUMENT A201 . \ ,E:-'EKAL ( ( "1)\ fll ,', ,)E Iii E I I l:-' TK.\\. r E( 'K I , ,'s rKI I II' l' . H ,I K lEE' III ,I <illl ,',
11.\'.' :.I'JH-rHEI.\IEKIC,\:-'I:-,sflT1H.IlEIK\lllrE(TS I-,,'EW),)KK\\E.:-'II' '':4 '~I'HI",il" "'/J;~
WARNING: UnllcenMd photoc:opyl"9 vlo'.t.. U.S. copyright 1_ .nd II subjeCt to legal pI'OMCUtlon. yvc
11.3.5 If durmg the proJect construction penod the Owner
Insures propertieS, real or personal or both, adlolOlng or adja-
cent to the site by property Insurance under poltCles separate
from those l!1surmg the Prolect, or If after tinal pavment prop-
erty Insurance IS to be provIded on the completed Prolect
through a policy or policies other than those Insuring the Prol-
ect durmg the construction perIod. the Owner shall WaIve all
rights l!1 accordance with the terms of Subparagraph 1 1.3.;' for
damages caused by tire or other penis covered by this separate
property l!1surance. All separate poliCIes shall proVIde this
waIver of subrogation by endorsement or otherwISe.
11.3.8 Before an exposure to loss may occur. the Owner shall
me with the Contractor a copy of each policy that Includes
insurance coverages required by this Paragraph 11.3. Each
policy shall contain all generally applicable conditions, defmi-
tions. exclusions and endorsements related to this Project. Each
policy shall contain a provision that the policy will not be
cancelled or allowed to expire until at least 30 days' prior writ-
ten notice has been given to the Contractor.
11.3.7 Walven of Subrogation. The Owner and Contractor
waive all rights against (I) each other and any of their subcon-
tractors, sub-subcontractors, agents and employees, each of the
other, and (2) the Architect. Architect's consultants, separate
contractors described m Article 6, if any, and any of their sub-
contractors, sub-subcontractors. agents and employees, for
damages caused by fire or other perils to the extent covered by
property insurance obtained pursuant to this Paragraph 11.3 or
other property insurance applicable to the Work, except such
rights as they have to proceeds of such insurance held by the
Owner as fiduciary. The Owner or Contractor, as appropriate,
shall require of the Architect, Architect's consultants, separate
contractors described in Article 6, if any, and the subcontrac-
tors. sub-subcontractors. agents and employees of any of them,
by approprtlte agreements, written where legally required for
validity, similar waivers each in favor of other parties enum-
erated herein. The policies shall provide such waivers of subro-
gation by endorsement or otherwise. A waiver of subrogation
shall be effective as to a person or entity even though that per-
son or entity would otherwise have a duty of indemnification,
contractual or otherwise, did not pay the insurance premium
directly or indirectly, and whether or not the person or entity
had an insurable interest in the property damaged.
11.3.8 A loss insured under Owner's property insurance shall
be adjusted by the Owner as fiduciary and made payable to the
Owner as fiduciary for the insureds. as their interests may
appear, subject to requirements of any applicable mortgagee
clause and of Subparagraph 11.3.10. The Contractor shall pay
Subcontractors their just shares of insurance proceeds received
by the Contractor, and by approprtlte agreements. written
where legally required for validity. shall require Subcontractors
to make payments to their Sub-subcontractOrs in similar
manner.
11.3.9 If required in writing by a party in interest. the Owner
as fiduciary shall. upon occurrence of an insured loss, give
bond for proper perfonnance of the Owner's duties. The cost
of reqUired bonds shall be charged against proceeds received ;IS
tiduciary. The Owner shall deposit m a separate account pro-
ceeds so received, which the Owner shall distribute in accor-
dance with such agreement as the parties in interest may reach.
or In accordance with an arbitration award in which case the
procedure shall be as provided In Paragrapti 4.5 If after such
loss no other SpeCIal agreement is made. replacement of dam-
aged property shall be covered by appropnate Change Order
11.3.10 The ()wner.lS tiduCl.lfV ,hall have power tll .lUlust and
,{'nle a loss with Insurers unless une ,)f the partles :n (nter~st
,hall nblect In wrlung Within tive <bvs after nccurrence ,)f luss
[u the ()wne(s exercISe of thIS power, If such llblectlun he
mJde. arbitrators shall be chosen as proVided In Paragraph ~ :;
The Owner .IS l1duClary shall. In that case. make settlement WIth
Insurers In accordance with directions of such arbItrators. If
distrlbutlon of insurance proceeds by arbitration IS reqUIred.
the arbitrators Will direct such distribution.
11.3.11 Partial occupancy or use in accordance WIth Paragraph
9 9 shall not commence until the insurance company or com-
panies proViding property insurance have consented to such
partIal occupancy or use by endorsement or otherwise. The
Owner and the Contractor shall take reasonable steps to obtain
consent of the insurance company or companIes and shall.
without mutual written consent, take no actton WIth respect to
partial occupancy or use that would cause cancellation, lapse or
reduction of lIlsurance.
11.4 PERFORMANCE BOND AND PAYMENT BOND
11.4.1 The Owner shall have the right to require the Contrac-
tOr to furnish bonds covering faithful perfonnance of the Con-
tract and payment of obligations arising thereunder as stipu-
lated in bidding requirements or specifically required in the
Contract Documents on the date of execution of the Contract.
11.4.2 LJpon the request of any person or entity appearing to
be a potential beneficiary of bonds covering payment of obliga-
tions arising under the Contract, the Contractor shall promptly
furnish a copy of the bonds or shall permit a copy to be made.
ARTICLE 12
UNCOVERING AND CORRECTION OF WORK
12.1 UNCOVEAIHG OF WORK
12.1.1 If a portion of the Work is covered contrary to the
Architect's request or to requirements specifically expressed in
the Contract Documents, it must, if required in writing by the
Architect, be uncovered for the Architect's observation and be
replaced at the Contractor's expense without change in the
Contract Time.
12.1.2 If a portion of the Work has been covered which the
Architect has not specifically requested to observe pnor to its
being covered, the Architect may request to see such Work and
it shall be uncovered by the Contractor. If such Work is in
accordance with the Contract Documents. costs of uncover-
ing and replacement shall. by appropriate Change Order. be
charged to the Owner. If such Work is not in accordance with
the Contract Documents, the Contractor shall pay such costs
unless the condition was caused by the Owner or a separate
contractor in which event the Owner shall be responsible for
payment of such costs,
12.2 CORRECTION OF WORK
12.2.1 The Contractor shall promptly correct Work rejected
by the Architect or failing to conform to the requirements of
the Contract Documents, whether observed before or after
Substantial Completion and whether or not fabricated. lOstalled
or completed. The Contractor shall bear costS of correcting
such rejected Work. including additional testing and inspec-
tions md compensation for the Architect's services ~lOU
expenses made necessary thereby.
12.2.2 If. within one vear after the date of Substantial Cnmple-
tlon of the Work or deSignated portion thereof, or after the dJte
AlA DOCU.-HT A201 0 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRccTION 0 FOURTEENTH EDITION
...1.... 0919117 THE AMERICAN INSTtTCTE OF ,..RCHITECTS. I ~~~ NEW YORK A\ENCE. N W . WASHINGTON, D C. lOOO6
A201.1987 21
WARNING: Unllc:eNed ~'" vlol8tM U.S. COfJYright I.- and lalUbject to .... ~.
~
for commencement of warranties est:lbhshed under Sub-
paragraph 9 9 I, or bv rerms of an Jpphcable <;peClaJ W:uTJJ1tv
required by the Contnct Documents. any of the Work IS found
to tx: not III accor<Unce WIth the requirements of the Contnct
Documents, the Contractor shaJI correct I{ promptly after
receIpt of wntten notice from the Owner to do 'iO unless the
Owner has preVIously given the Contractor J. wntten accep-
rance of such condition. This penod of one year ,haJI be
extended with respect to portions of Work tirst performed wer
Substant..u Completion by the period of time between Substan-
tial Completion and the actual performance of the Work. This
obligation under this Subparagraph 12.2.2 shall survive accep-
tance of the Work under the Contract and termination of the
Contnct. The Owner shaJI give such notice promptly Wer dis-
covery of the condition.
12.2.3 The Contractor shall remove from the site portions of
the Work which af(. not in accor<Unce with the requirements
of the Contract Documents and are neither corrected by the
Contractor nor accepted by the Owner.
12.2.4 If the Contractor fails to correct nonconforming Work
within a reasonable time. the Owner may correct it in accor-
dance with Paragraph 2.4. (f the Contractor does not proceed
with correction of such nonconforming Work wltrun a reason-
able time fIXed by written notice from the Architect. the Owner
may remove it and store the salvable materials or equipment at
the Contractor's expense. If the Contractor does not pay costs
of such removal and storage within ten ctIys wer written
notice, the Owner may upon ten additioruU ctIys' written
notice sell such materials and equipment at auction or at private
sale and shall account for the proceeds thereof. Wer deducting
costs and damages that should have been borne by the Con-
tractor, including compensation for the Architect's services and
expenses made necessary thereby. If such proceeds of sale do
not cover costs which the Contractor should have borne. the
Contract Sum shall be reduced by the deficiency. If payments
then or thereafter due the Contractor are not sufficient to cover
such amount. the Contractor shall pay the difference to the
Owner.
12.2.5 The Contractor shall bear the cost of correcting
destroyed or damaged construction, whether completed or
partially completed, of the Owner or separate contnctors
caused by the Contractor's correction or removal of Work
which is not in accordance with the requirements of the Con-
tract Documents.
12.2.8 Nothing contained in this Paragraph 12.2 shall be con.
strued to establish a period of limitation with respect to other
obligations which the Contractor might have under the Con-
tnct Documents. Establishment of the time period of one year
as described in Subparagraph 12.2.2 relates only to the specitic
obligation of the Contractor to correct the Work. and has no
relationship to the time within which the obligation to comply
With the Contract Documents may tx: sought to be enforced.
nor to the time within which proceedings may tx: commenced
to establish the Contractor's liability with respect to the Con-
tractor's obligations other than specifically to correct the Work.
12.3 ACCEPTANCE OF NONCONFOAMING WORK
12.3.1 If the Owner prefers to accept Work which is not In
accordance With the requirements of the Contract Documents.
the Owner may do so instead of requiring its' removal and cor-
rection, in which case the Contract Sum will be reduced as
appropnate and equitable. Such adjustment shall be effected
whether or not tinal payment has been made.
ARTlCLE 13
MISCELLANEOUS PROVISIONS
13.1 GOveRNING LAW
13.1.1 The Contract shaJI be governed by the law of rhe pl:lce
where the ProJect 15 located.
13.2 SUCCESSORS AND ASSIGNS
13.2.1 The Owner and Contractor respectivelv bInd them-
selves, thelf partners. successors, assigns and legal representa-
tives to the other party hereto and to partners, successors,
.lSsigns and legal representatives of such other party 111 respect
to covenants, agreements and obligations contained III the Con-
tract Documents. Neither party to the Contract shaJI assign the
Contract as a whole without written consent of the other. If
either party attempts to make such m assignment WIthout such
consent, that party shall nevertheless remain legally responsible
for all obligatiOns under the Contract.
13.3 WRITTEN NOTICE
13.3.1 Written notice shall be deemed to have been duly
served if delivered in person to the individual or a member of
the firm or entity or to an officer of the corporation for which it
was mtended, or if delivered at or sent by registered or certified
mail to the last business address known to the party giving
notice.
13.4 RIGHTS AND REMEDES
13.4.1 Duties and obligations imposed by the Contract Docu-
ments and rights and remedies available thereunder shall be in
addition to and not a limitation of duties. obligations. rights and
remedies otherwise imposed or available by law.
13.4.2 No action or failure to act by the Owner. Architect or
Contractor shall constitute a waiver of a right or duty afforded
them under the Contract. nor shall such action or failure to act
constitute approval of or acquiescence in a breach thereunder.
except as may be specifically agreed in writing.
13.5 TESTS AND MPEC'TlOtB
13.5.1 Tests. inspections and approvals of portiOns of the
Work required by the Contract Documents or by laws. ordi-
nances. rules. regulations or orders of public authorities having
jurisdiction shall be made at an appropriate time. Unless other-
wise provided, the Contractor shall make arrangements for
such tests. inspections and approvals with m independent test-
ing laboratory or entity acceptable to the Owner. or with the
Jppropriate public authority. md shall bear all related costs of
tests. inspections and approvals. The Contractor shall give the
Architect timely notice of when md where tests and inspec-
tions are to be made so the Architect may observe such proce-
dures. The Owner shall bear costs of tests. inspections or
approvals which do not become requirements until Wer bids
Jre received or negotiations concluded.
13.5.2 If the Architect. Owner or public authorities having
JurISdiction determine that portions of the Work require addi-
tional testing. inspection or approval not included under Sub.
paragraph 1 3. S. 1 , the Architect will. upon written authorization
from the Owner, instruct the Contractor to make arrangements
for such additional testmg. lllspection or approval by an entity
acceptable to the Owner, and the Contractor shall give timely
notice to the ArchItect of when and where tests and inspections
Jre to be made so the Architect may obsen'e such procedures
22
A201-1987
AlA ~ A201 . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION · FOURTEENTH EDITION
AlA_ . @ 1987 THE AMERICAN INSTITUTE OF..RCHITECTS, 173~ NEW YORK AVENUE, NW. WASHINGTON. D C "I~~)f.
WAANINO: U,....-cI ~........ u.s. cotJY'19ht '- 8nd .. UIted ID.... ~
~
The Owner ,;hall be:1r ,;uch CUS[S except lS pruvlded In 'iub-
pangraph 1) ))
13.5.3 [f such procedures for [esung, tnspectlon ur approval
under Subparagraphs 1).) I md 1).) 2 reve-.u fallure of [he
portions of the Work [Q complv with reqUirements established
by [he Contract Documents. [he Contractor ,;hall bear all costs
made necessary by ,;uch fallure tneluding those of repeated
procedures md compensation for [he :\rchltect's servICes and
expenses.
13.5.4 Required certlfica[es of testing, inspection or approval
shall. unless otherwISe required by the Contract DocumentS, be
secured by the Contractor and promptly delivered to the
:\rchitect.
13.5.5 [f the Architect IS to observe tests, inspections or
approvals required by the Contract Documents, the Architect
will do so promptly and, where practicable. at the normal place
of testing.
13.5.8 TestS or lIlSpections conducted pursuant to the Con-
tract Documents shall be made promptly to avoid unreasonable
delay in the Work.
13.8 INTEREST
13.8.1 PaymentS due and unpaid under the Contract Docu-
ments shall bear interest from the date payment is due at such
rate as the p:lrties may agree upon in writing or, in the absence
thereof. at the legal rate prevailing from time to time at the place
where the Project is located.
13.7 COMMENCEMENT OF STATUTORY
LIMITATION PERIOD
13.7.1 As between the Owner and Contractor:
.1 Before Subetantlal Completion. As to acts or failures
to act occurring prior to the relevant date of Substan.
tial Completion, any applicable statute of limitations
shall commence to run and any alleged cause: of action
shall be deemed to have accrued in any and all events
not later than such date of Substantial Completion;
.2 Between Subetantlal Completion ..... Flnel Cer1I8-
ca.. for payment. As to acts or failures to act occur-
ring subsequent to the relevant date of Substantial
Completion and prior to issuance of the fmal Certifi-
cate for Payment, any applicble statute of limitations
shall commence to run and :my alleged cause of
action shall be deemed to have accrued in any and all
events not later than the date of issuance of the final
Certificate for Payment; and
.3 After FlNlI CertIftcate tor payment. As to acts or
fallures to act occurring after the relevant date of issu-
ance of the final Certificate for Payment. any appli.
cable statute of limitations shall commence to run and
any alleged cause of action shall be deemed to have
accrued in any md all events not later than the date of
any act or failure to act by the Contractor pursuant to
my warranty proVided under Pangraph 3.5, the date
of any correction of [he Work or failure to correct [he
Work by [he Contractor under Paragraph 12.2. or the
date of actual commisSion of any other act or fallure
to perform mv duty or obligation by the Contractor
or Owner, whIChever occurs last.
ARTICLE 14
TERMINATION OR SUSPENSION
OF THE CONTRACT
14.1 TERMINATION BY THE CONTRACTOR
14.1.1 The Contractor may terminate the Contract If the Work
is stopped for a penod of 30 days through no act or fault of the
Contractor or a Subcontractor, Sub-subcontractor or theIr
agentS or employees or any other persons performmg pOrtions
of the Work under contract with the Contractor, for any of the
foUowing reasons:
.1 issuance of an order of a court or other public author-
ity having jurisdiction;
.2 an act of government, such as a declaration of national
emergency, making material unavailable;
.3 becuse the Architect has not issued a Certificate for
Payment and has not notified the Contractor of the
reason for withholding cenifiction as proVided in
Subparagraph 9.4.t, or because the Owner has not
made p:1yment on a Cenificte for Payment Within
the time stated in the Contl'2Ct Documents;
.4 if repeated suspensions, delays or interruptions by the
Owner as described in Paragt:lph 14.3 constitute in
the aggregate more than 100 percent of the total num.
ber of days scheduled for completion, or 120 days in
any 365-day period. whichever is less; or
.5 the Owner has failed to furnish to the Contractor
promptly, upon the Contractor's request, reasonable
evidence as required by Subparagraph 2.2.1.
14.1.2 If one of the above reasons exists, the Contractor may,
upon seven additioru! days' written notice to the Owner and
Architect, termirute the Contract and recover from the Owner
payment for Work executed and for proven loss with respect
to materials. equipment, tools, :md construction equipment
and machinery, including reasonable overhc:ad, profit and
damages.
14.1.3 If the Work is stopped for a period of 60 days through
no act or fault of the Contractor or a Subcontractor or their
agents or employees or any other persons performing portions
of the Work under contract with the Contractor because the
Owner has persistently failed to fulfill the Owner's obligations
under the Contract Documents with respect to matters impor-
tant to the progress of the Work, the Contractor may, upon
seven additioru! days' written notice to the Owner and the
Architect. terminate the Contract and recover from the Owner
as provided in Subpar:.tgraph 14.1.2.
14.2 TERMINATION BY THE OWNER FOR CAUSE
14.2.1 The Owner may terminate the Contract if [he
Contractor:
.1 persistently or repeatedly refuses or fails [Q supply
enough properly skilled workers or proper matenals;
.2 fails to make payment to Subcontractors for materials
or labor m accordance with the respective agreements
between the Contractor and the Subcontractors;
.3 persistently disregards laws, ordinances, or rules. re~.
ulations or orders of a public authority having luri~-
diction; or
.4 otherwISe IS guilty of substantial breach of a proVISion
of [he Contract DocumentS.
14.2.2 When my of the above reasons exist, the Owner, upon
certification by the Architect that sufficient cause exists to IUs-
AlA DOCUMENT A201 . GENERAL CONDITIONS OF THE CONTRACT fOR CONSTRL:CTION . fOLRTEENTH EDITION
AlA- . 919117 THE A~ERICAN INSTlTl:TE Of ARCHITECTS. I ~3~ NEW YORK A\.I::'oiLE. :'ol W . WASHINGTON. D C woo6
A201.1987
23
WARNING: UnllcenMd "'~ vlolIItee U.S. co~l1t'" end IeIUbtKt to"~,
(fl?c
ttry such action. may without preludice to any other nghts or
remedies of the Owner and mer giving the ContractOr and the
ContractOr's surety. If any. seven <:uys' wnnen notice. terrm-
nate employment of the Contractor and may, subject to any
prior rights of the surety:
.1 take possession of the site and of all materials. equip-
ment. tools. and construction equipment and machin-
ery thereon owned by the Contractor;
.2 accept assignment of subcontracts pursuant to Para-
graph 5.4; and
.3 fmish the Work by whatever reasonable method the
Owner may deem expedient.
14.2.3 When the Owner terminates the Contract for one of the
reasons stated in Subparagraph 14,2,1. the ContractOr shall not
be entitled to receive further payment until the Work is
fmished.
14.2.4 If the unpaid b:Uance of the Contract Sum exceeds costs
of fmishing the Work. including compensation for the Archi-
tect's services and expenses made necessary thereby, such
excess shall be paid to the Contractor. If such costs exceed the
unpaid b:Uance, the Contractor shall pay the difference to the
Owner rhe amount to be paid to the Contractor or Owner, lS
the ClSe mav be. shall be certified by the Architect, upon .lppli-
cation. and this obligation for payment shall survive termina-
tion of the Contract.
14.3 SUSPENSION BY THE OWNER
FOR CONVENIENCE
14.3.1 The Owner may. without cause, order the ContractOr In
writmg to suspend. delay or mterrupt the Work m whole or m
part for such period of time as the Owner may determme.
14.3.2 An adjustment shall be made for increases in the cost of
performance of the Contract, including profit on the increased
cost of performance, caused by suspension, delay or interrup-
tion. No adjustment shall be made to the extent:
.1 that performance is, was or would have been so sus-
pended, delayed or interrupted by another cause for
which the Contractor is responsible; or
.2 that an equitable adjustment is made or denied under
another provision of this Contract.
14.3.3 Adjustments made in the cost of performance may have
a mutually agreed fiXed or percentage fee.
Prlnud 011 Recycled PafWr
*
24 A201.1987
AlA DOCUIIINT A201 . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION · FOCRTEENTH EDITION
AlA. . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 173~ NEW YORK AVENUE. N.W, WASHINGTON. 0 C cIKU>
WAANINQ: UI........ ",)Ata c a...... ..... u.s. ~ ... ... II ..... tit IIgII jIflIl. C .IOcn.
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SUPPLEMENT ARY CONDITIONS
The following Supplementary Conditions, change, delete from or add to the "General Conditions of the Contract
for Construction" (the "General Conditions"), AlA Document A20 I, 1987. When any Article of the General
Conditions or any Paragraph, Subparagraph, or Sub-subparagraph thereof is modified, deleted, amended,
superseded, or added to by these Supplementary Conditions, the unaltered provisions of such Article, Paragraph,
Subparagraph, or Sub-subparagraph shall remain in full force and effect. All defmed terms in these
Supplementary Conditions shall have the same meaning as in the General Conditions. except as otherwise noted.
In the event of any conflict between the provisions of the General Conditions and the provisions of these
Supplementary Conditions, these Supplementary Conditions shall control.
ARTICLE 1; GENERAL PROVISIONS.
Add the following at the end of Subparagraph 1.1.6:
In all cases in which a manufacturer's name, trade name, or other proprietary designation is used in
connection with materials or articles to be furnished under the Agreement, whether or not the phrase "or equal" is
used after such name, the Contractor shall cause the applicable Subcontractor or material supplier to furnish the
product of the named manufacturer(s) without substitution, unless a written request for a substitute has been
submitted by the Contractor and approved in writing by Owner and Architect.
Add the following at the end of Subparagraph 1.2.3:
In the event of conflicts or discrepancies among the Contract Documents, interpretations will be based
upon the following priorities:
1. The Agreement.
2. Addenda to the Agreement, with those of a later date taking precedence over those of an earlier
date.
3. These Supplementary Conditions.
4. The General Conditions.
Add the following as Subparagraph 1.2.6:
1.2.6 In the case of a discrepancy or conflict between Drawings and Specifications, the Specifications
shall prevail. The Contractor shall rely upon computed dimensions in preference to scaled dimensions.
Computed dimensions shall take precedence over scaled dimensions and large scale drawings shall take
precedence over small scale drawings. Architectural and structural Drawings shall take precedence over
mechanical, electrical, plumbing, and fire protection Drawings for purposes of determining dimensions. In any
case, the Contractor shall report in writing to the Architect and Owner any and all discrepancies or conflicts
between, among, or within the Drawings and Specifications, so that the discrepancies or conflicts can be clarified.
ARTICLE 2; OWNER.
Delete Subparagraph 2.2.2.
Delete Subparagraph 2.2.5 and replace it with the following:
The Contractor will be furnished, free of charge, two (2) reproducible copies of fmal Drawings and
Project Manuals. Additional sets of such documents shall be furnished at Contractor's cost for reproduction,
MI970840.021
~
1 postage, and handling. Revised Drawings, where such are required, will be issued to the Contractor, in sufficient
2 number to enable the Contractor to carry out the Work properly.
3
4 ARTICLE 3; CONTRACTOR.
5
6 Add the following at the end of Subparagraph 3. 1. 1 :
7
8 For the purposes of the Contract Documents, the terms "Contractor" and "General Contractor" are
9 synonymous.
10
11 Add the following at the end of Subparagraph 3.2.1:
12
13 Without limiting the generality of the foregoing, the Contractor shall be responsible for all errors made
14 by the Contractor as a result of using superseded Drawings.
15
16 Add the following at the end of Subparagraph 3.3.4:
17
18 Contractor shall report in writing to the Owner, Developer, and Architect any known conditions which
19 may affect satisfactory execution of the Work. Contractor shall not proceed with such Work until defective
20 conditions are corrected by the Contractor to the satisfaction of the Owner, Developer, and Architect.
21
22 Add the following as Subparagraphs 3.3.5,3.3.6,3.3.7,3.3.8, and 3.3.9:
23
24 3.3.5 Before beginning Work at the site, the Contractor shall attend a preconstruction conference and
25 bring all key personnel employed for the Project. At the preconsrruction conference, all parties concerned will
26 discuss the Project and prepare a program of procedure in keeping with requirements of the Drawings and
27 Specifications.
28
29 3.3.6 After beginning Work at the site, the Contractor shall coordinate the scheduling of a weekly
30 meeting to be attended by the Architect and the Owner, or Owner's authorized representative (such as Developer),
31 at the site in convenient facilities with suitable layout area for the Contract Documents. The Contractor shall
32 provide for attendance of those Subcontractors whose Work is in progress or who have been requested to attend
33 by either the Owner, Developer, or the Architect.
34
35 3.3.7 The Contractor shall prepare and distribute a summary and detailed minutes of each weekly
36 meeting within twenty (24) hours after the meeting. Each item in the summary will be identified as to the action
37 to be taken by each participant, and the time schedule for performance of such action.
38
39 3.3.8 In engaging one kind of Work with another, marring or damaging same will not be permitted.
40 Should improper Work of any trade be covered by another trade which results in damage or defects, the whole
41 Work affected shall be made good by the Contractor without expense to the Owner and without any delay in the
42 construction schedule. Any trade which must do Work in the area previously prepared by another trade shall
43 approve such prior Work before commencing. Any unsatisfactory conditions shall be reported to the Architect
44 and no Work shall be done in the affected area until the unsatisfactory conditions have been eliminated.
45 Commencement of Work shall constitute acceptance of the areas, surfaces, and conditions as satisfactory.
46
47 3.3.9 The Contractor shall coordinate the relations of the various trades to the progress of the Work
48 and shall see that required anchorage or blocking is furnished and set at proper times. Anchorage and blocking
49 necessary for each trade shall be a part of same.
50
51 Add the following at the end of Subparagraph 3.4.1:
52
MI970840.021
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Such facilities and services include, without limitation, temporary buildings for the operation of the
on-site field organization of Contractor, with sufficient space for Owner and Architect and for the on-site storage
of materials and housing of machinery and tools. and whatever other temporary construction is necessary and
mutually agreed upon with the Owner.
Add the following at the end of Subparagraph 3.4.2:
Contractor shall establish, maintain and enforce reasonable safety requirements and practices and shall
comply with all federal, state, and local laws, rules, and regulations relating thereto.
Add the following as Subparagraphs 3.4.3,3.4.4,3.4.5,3.4.6,3.4.7, and 3.4.8:
3.4.3 After the Contract has been executed, the Owner and Architect will consider a formal request
for the substitution of products in place of those specified only under the conditions set forth in the Contract
Documents.
3.4.4 By making requests for substitutions based on Subparagraph 3.4.3, the Contractor:
.1 represents that the Contractor will provide the same warranty for the substitutions that
the Contractor would have provided for those specified products;
.2 certifies that the cost data presented is complete and includes all related costs except the
Architect's redesign costs, and waives all claims for additional costs related to the substitution which subsequently
become apparent; and
.3 will coordinate the installation of the accepted substitute, making such changes as may
be required for the Work to be complete in all respects.
3.4.5 Contractor shall furnish to the Owner an itemized list showing the following:
.1 Value of old Work, if any.
.2 Value of new Work.
.3 Difference in cost, if any.
3.4.6 Articles, materials, and equipment specified or shown on the Drawings shall be new and shall be
applied, installed, connected, erected, used, cleaned, and conditioned for proper performance, as per
manufacturer's directions. Contractor shall, if required, furnish satisfactory evidence as to kind and quality of the
materials.
3.4.7 Contractor and Subcontractors shall apply, install, connect. and erect manufactured items or
materials according to manufacturer's recommendations, if any, unless directed otherwise by the Drawings and
Specifications, which direction shall take precedence over the manufacturer's directions, when such
recommendations are not in conflict with the Contract Documents.
3.4.8 Contractor shall coordinate all Work of like material in order to produce harmony of matching
finishes, textures, colors, etc., throughout the various components of the Project.
Add the following at the end of Subparagraph 3.5.1:
MI970840.02\
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I In addition to other any other guarantees herein required, Contractor hereby guarantees and warrants that
2 when it delivers to Owner for acceptance the Work to be performed under the Contract Documents, there shall be
3 no omission of or defect in material or workmanship of any Work, machinery, equipment, parts, assemblies
4 (except those furnished by Owner) and that all labor, the aforementioned materials, and all other Work performed
5 shall comply with the Contract Documents. If any defective or faulty workmanship or material is discovered
6 within two (2) years following Substantial Completion, the same shall be promptly remedied, repaired, and
7 restored to Owner's satisfaction by Contractor, at Contractor's expense. This warranty shall include all labor,
8 materials, and any other Work required to correct such defective Work or faulty condition. The two (2) year
9 warranty is in addition and cumulative to any manufacturer's warranties available to Owner and any other
10 warranties available pursuant to applicable law and shall not relieve Contractor of responsibility for any other
11 failure or breach of agreement. Any manufacturer's warranties or service contracts obtained in the name of
12 Contractor shall be assigned promptly to Owner.
13
14 Add the following as Subparagraphs 3.7.5 and 3.7.6:
15
16 3.7.5 Without limiting the generality of this Paragraph 3.7, Contractor acknowledges receipt of any
17 and all governmental permits, approvals, and orders issued as of the date of the Agreement in connection with the
18 Project. Contractor shall comply with all requirements and conditions of such permits, approvals, and orders,
19 including, without limitation, the conditions prescribed by the City Historic Preservation Board and Design
20 Review Board. Contractor shall also comply with (i) any modifications to any permits and approvals (or
21 modifications to the requirements and conditions in connection therewith), upon Contractor's receipt of notice of
22 any such modifications, from whatever source, and (ii) any additional permits and approvals (and requirements
23 and conditions in connection therewith) obtained by Owner after the date of the Agreement.
24
25 3.7.6 In addition to any meetings to be attended by Contractor pursuant to the Contract Documents,
26 Contractor shall attend any conferences (whether preconstruction or otherwise) required by governmental
27 agencies, including, without limitation, preconstruction conferences required by the City Historic Preservation
28 Board and Design Review Board.
29
30 Add the following at the end of Subparagraph 3.10. 1 :
31
32 In conjunction with the Contractor's construction schedule, the Contractor shall indicate and submit
33 evidence, in writing, of those materials or articles called for in the Drawings which are not obtainable for
34 installation in the Work within the time limits of the Agreement. The construction schedule shall also include a
35 list of supplies and materials that will require a long lead time to place orders, and the Contractor shall advise the
36 Owner in writing when such supplies and materials are ordered and when delivery is expected. The construction
37 schedule shall fix dates for construction activities and shall be revised as required by the conditions of the Work,
38 subject to the Owner's and Architect's prior written approval. However, if Owner has elected to commit to the
39 purchase of any long lead item trade scope in order to expedite the schedule, Owner will be wholly responsible for
40 any such commitments. In such instance, related agreements and/or purchase orders will be assigned to
41 Contractor simultaneously with the execution of the Agreement.
42
43 Add the following at the end of Subparagraph 3.10.2:
44
45 The schedule of submittals shall include all drawings, diagrams, schedules, and other data as described in
46 Paragraph 3. 12.
47
48 Add the following as Subparagraphs 3.10.4,3.10.5,3.10.6, and 3.10.7:
49
50 3.10.4 Contractor will construct and achieve Substantial Completion of the Project allowing for the
51 opening for business of the garage, assuming availability of all required approvals and permits, by the Completion
52 Deadline, subject to Unavoidable Delays. Contractor in consultation with Owner, shall prepare and monitor
MI970840.021
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1 compliance with a critical path method schedule including a CPM network diagram (the "CPM Schedule") for the
2 Project through fmal completion. Contractor shall update the critical path schedule on a monthly basis (or more
3 frequently as may be required by the progress of the Project). It is the Contractor's responsibility to take into
4 account the various access and logistical considerations in order to coordinate the construction of the Project with
5 the construction of the other public improvements being undertaken by the Owner or the City or the State of
6 Florida in connection with the Project, located at Collins Avenue and 16th Street, including, without limitation,
7 consideration as to impacts on the schedule due to possible utility interruptions in connection with the other public
8 improvements. Contractor acknowledges that it is fully aware of the scope of the construction of such other
9 public improvements.
10
11 3.10.5 The CPM Schedule shall, at a minimum, show: (i) the early and late start and stop times for
12 each major construction activity; (ii) all "critical path" activities and their duration; (iii) the sequencing of all
13 procurement. approval, delivery and work activities; (iv) manpower levels; (v) late order dates for all long lead
14 time materials and equipment; and (vi) critical decision dates based upon decisions to be made by the Owner
15 pursuant to the Garage Development Agreement. The CPM Schedule shall (1) be revised by Contractor whenever
16 there is a material variance in the progress of the Project from the then current CPM Schedule and otherwise at
17 appropriate intervals, but in no event less frequently than monthly and (2) provide for expeditious and practicable
18 execution of the Project. A copy of the CPM Schedule and network diagram highlighting the completed and
19 partially completed activities and manpower schedule shall be maintained by Contractor on a current basis, at the
20 Project site, to accurately reflect the actual progress of the construction and shall be displayed at all times in a
21 manner that is readily accessible to the Owner. The CPM network diagram shall reflect the actual progress of
22 construction to date. The manpower schedule shall reflect actual manpower levels each week compared to
23 manpower levels set forth in the CPM Schedule. A copy of the CPM Schedule and network diagram as it exists
24 as of the date of the Agreement is attached to the Supplementary Conditions as Exhibit" A."
25
26 3.10.6 If Substantial Completion does not occur by the Completion Deadline, then Contractor shall be
27 liable for liquidated damages to the extent expressly set forth in the Agreement.
28
29 3.10.7 All schedules shall be in accordance with the Owner's approved format.
30
31 Add the following at the end of Subparagraph 3.12.1:
32
33 The Shop Drawings are interpretations of and are supplemental to the design Drawings. As well as
34 serving other purposes, the Shop Drawings shall be used to demonstrate to the Architect that the Contractor has
35 understood the design concept. Shop Drawings must provide the detailed information necessary for the
36 fabrication, assembly, and installation of the products or materials specified. Neither the Shop Drawings nor
37 comments placed on them by the Architect shall be construed as being Change Orders. Where Shop Drawings
38 provide greater detail than the design Drawings, the Shop Drawings shall take precedence.
39
40 Add the following at the end of Subparagraph 3.12.3:
41
42 When Samples are required by the Contract Documents, four (4) samples of sufficient size to indicate
43 general visual effect shall be submitted by the Contractor. When Samples either inherently show, or are required
44 under the Contract Documents to show, a range of color. texture, finish, graining, or other similar properties,
45 four (4) sets shall be submitted illustrating the full scope of this range. One set of "Approved" Samples will be
46 retained at the Project office of the Contractor. The Architect will return Samples when requested to do so by the
47 Contractor but no Samples shall be incorporated into the Work unless specific approval is given by the Architect.
48 All charges for submission of Samples and for their return shall be part of the Contract Sum. All Samples shall
49 be tagged or otherwise clearly identified with the name and address of the Subcontractor or agency submitting
50 them, and the date and the name of the project for which they are intended, and shall be accompanied by a letter
51 of transmittal.
52
MI970840.021
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1 In Subparagraph 3.12.5, in the first line, delete the following:
2
3 " approve. "
4
5 In Subparagraph 3.12.7, in the first line, delete the following"
6
7 "approving and."
8
9 Add the following at the end of Subparagraph 3.12.8:
10
11 If such deviations are acceptable to the Architect, it shall be the responsibility of the Contractor to notify
12 and to coordinate the Work of all related trades affected by the deviations.
13
14 Add the following as Subparagraphs 3.12.12, 3.12.13, 3.12.14, 3.12.15, 3.12.16, 3.12.17, and 3.12.18:
15
16 3.12.12 The Shop Drawings are to be treated only as instruments of convenience and facility to further
17 the progress of the Work. If a Shop Drawing indicates a departure from the requirements of the Contract
18 Documents which is so minor as not to involve a change in the cost of the Work, the departure may be approved
19 by the Architect provided it is in the Owner's interest to do so. The Architect assumes no responsibility for
20 dimensions on approved Shop Drawings. The Contractor shall check all dimensions of the actual Work and those
21 shown in the documents or the Architect's approved Drawings. The approval of the Shop Drawings shall not
22 constitute approval of departures from additional details or instructions previously given unless with written
23 consent of the Owner.
24
25 3.12.13 Shop Drawings, Samples, and similar submittals shall be dated and marked to show the names
26 of the Project, the Architect, the Contractor, originating Subcontractor, manufacturer, or supplier, and separate
27 detailer if pertinent. Shop Drawings shall completely identify the locations at which materials or equipment to
28 which they pertain are to be installed. Reproductions of Contract Drawings are not acceptable as Shop Drawings.
29
30 3.12.14 Submission of Shop Drawings and Samples shall be accompanied by one (1) copy of a
31 transmittal letter containing the Project name, the Contractor's name, number of Shop Drawings and Samples,
32 titles and other pertinent data.
33
34 3.12.15 Unless otherwise specified, the number and form of Shop Drawings, manufacturer's literature,
35 catalog cuts, etc., that Contractor shall submit and, if necessary, re-submit, shall be eight (8) copies, one (1) of
36 which will be retained by the Architect. Contractor shall continue to re-submit items as required until the
37 Architect stamps the Shop Drawings "No Exception Taken" or "Revise as Indicated."
38
39 3.12.16 The Contractor is responsible for obtaining and distributing required prints of Shop Drawings to
40 its Subcontractors and material suppliers after, as well as before, final approval. The reproduction cost for such
41 prints shall be part of the Contract Sum.
42
43 3. 12. 17 The Contractor shall not reproduce the Architect's Project Drawings for use, in whole or in
44 part, as Shop Drawings without the prior written approval of the Architect.
45
46 3.12.18 No time extensions will be allowed to the Contractor for re-submittals of Shop Drawings,
47 Product Data, and Samples, unless delay results from re-subminal, which delay is not caused by or a fault of the
48 Contractor.
49
50 Add the following as Subparagraphs 3.13.2 and 3.13.3:
51
MI970840.021
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1 3.13.2 Contractor shall use areas approved by the Owner, within constraints imposed by applicable
2 governmental authority, for deliveries and personnel.
3
4 3.13.3 Limits of construction and staging areas shall be as indicated on Drawings and within the
5 constraints imposed by applicable governmental authority. Equipment, material, and personnel shall stay within
6 these limits.
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8 Add the following at the end of Subparagraph 3. 14. 1 :
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10 . 1 Cutting shall be done with such tools and methods to prevent unnecessary damage to
11 surrounding areas or equipment. Should such cutting be necessary, the Contractor must consult the Architect and
12 may not proceed with such operation without the Architect's prior written approval.
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14 .2 Plumbing, mechanical, and electrical Subcontractors shall furnish the Contractor with
15 and be responsible for exact location and size of all holes and openings required. Should this information be in
16 error or ill-timed, all costs of resulting cutting shall be borne by the party responsible therefor.
17
18 .3 All patching required shall be the responsibility of the Contractor. Patching shall match
19 existing or adjacent surfaces to the satisfaction of the Architect.
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21 Add the following as Subparagraph 3.15.3:
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23 3.15.3 Besides keeping the Project, including the on-site parking, if any, of all vehicles of the
24 Contractor, its agents, Subcontractors, or employees, in a clean condition as provided herein, the Contractor shall
25 remove all paint stains and soiling due to its Work, clean and polish fixtures, metal work, glass, plastic, and
26 hardware. The Contractor shall repair or replace any damage done to the building or grounds and adjacent
27 properties by reason of its Work and shall replace all glass broken due to its Work at Contractor's own expense.
28 All temporary protection shall be removed. Contractor shall take all reasonable precautions to prevent dirt, dust,
29 and construction debris from accumulating on or emanating from the Project site and from entering upon any
30 property adjoining the site. The Contractor shall be responsible for removing all rubbish from the site and
31 maintaining the premises in the vicinity of the site clean and clear at all times, the cost of such removal and
32 maintenance being part of the Contract Sum. In order to attempt to minimize noise emanating from the Project
33 site at unreasonable times of day, Contractor and Owner shall jointly establish hours of operation for the Project
34 site, and Contractor shall cause all Subcontractors, material suppliers, and laborers to abide by such hours of
35 operation.
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37 Add the following as Subparagraph 3.18.4:
38
39 3.18.4 The Contractor hereby acknowledges the receipt of one thousand dollars ($1,000.00) and other
40 good and valuable consideration from the Owner and the Architect as specific consideration for the
41 indemnification provided herein.
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43 ARTICLE 4; ADMINISTRA nON OF THE CONTRACT.
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45 In Subparagraph 4.2.4, in the last line, add the following after "contractors":
46
47 and consultants.
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49 In Subparagraph 4.5.1, in the third line, deleting "shall be settled by arbitration" and replace it with the following:
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51 may be settled by arbitration with the consent of both Contractor and Owner.
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Add the following as Subparagraph 4.5.8:
Neither party shall be required to submit to arbitration unless both parties agree to arbitration as to such
matter. It is of the utmost importance that the Project be completed in a timely manner regardless of any Claim,
dispute, litigation. or arbitration. Therefore. unless otherwise agreed by the Owner, Developer, and the
Contractor in writing, during the pendency of any Claim, dispute, litigation, or arbitration, the Contractor shall
carry on the Work and maintain the progress schedule notwithstanding the pendency of any such Claim, dispute,
litigation, or arbitration proceeding, and the Owner shall continue to make payments to the Contractor in
accordance with the Contract Documents during such period.
Add the following as Subparagraph 4.5.9:
For the purposes of the Contract Documents, the term "Architect" shall mean the Owner or the
Developer as Owner's designee, except when the context requires the professional judgment or opinion of the
Architect. The Owner is the administrator of the Contract Documents, with the advice of the Architect.
ARTICLE 5; SUBCONTRACTORS.
Add the following at the end of Subparagraph 5.1.2:
The term Sub-subcontractor, as used in the Contract Documents includes sub-sub-subcontractors, and so
forth.
Add the following at the end of Subparagraph 5.2,1:
Notwithstanding the foregoing, Contractor shall furnish Owner and Developer with a copy of any such
submission made by Contractor to the Architect. The Contractor shall also furnish, in writing to the Owner,
Developer, and the Architect, the names of the persons or entities proposed as manufacturers for each of the
products identified in the Contract Documents and, where applicable, the name of the installing Subcontractor.
Add the following as Paragraph 5.5:
5.5 SUBCONTRACTS
5.5.1 Prior to entering into any subcontract, Contractor shall obtain Owner's and Developer's prior
written approval of the subcontract. In connection with the specific subcontracts to be entered into by Contractor,
no material modifications to the approved form of subcontract shall be made without Owner's and Developer's
prior written approval.
ARTICLE 7; CHANGES IN THE WORK.
In Subparagraph 7.1.2, in the last line, delete "alone" and replace it with the following:
with the consent of Owner and Developer. In addition, no Change Order, Construction Change
Directive, or order for a minor change shall operate to authorize a time extension unless such order or directive
specifies such extension.
Add the following at the end of Subparagraph 7.1.3:
An estimate of any change in the amount stated in any line item in the Project Draw Schedule and
Budget, contained in Exhibit "B" to the Supplementary Conditions, shall be submitted to Owner for its review
prior to commencing any such Work. Owner shall then either reject the estimate for further study, or recommend
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its approval. If Owner approves such change. Contractor shall prepare a Change Order stating the amount and
description of the Work based upon such estimate for the Owner's approval.
Add the following as Subparagraph 7. 1.5:
7. 1.5 Contractor. when requested by the Architect or Owner or Developer, will submit suggestions
and prices to make changes in the Work. All prices and suggestions will be submitted to the Architect and the
engineers for approval, with fmal approval to be made by Owner in its sole discretion.
Add the following Subparagraphs 7.2.3,7.2.4, and 7.2.5:
7.2.3 The Architect will issue a bulletin describing the scope of the change, stating the necessity for
the change, who requested it, and what is to be done. The Contractor shall prepare an itemized cost estimate for
review by the Architect and approval by the Owner, including the following:
1. Value of old Work, if any.
2. Value of new Work.
3. Difference in cost, if any.
7.2.4 Once approved in writing and signed by the parties as provided in Subparagraph 7.2.1, the
Contractor shall expedite the Work to minimize any impact the change may have on the overall construction
schedule.
7.2.5 On a monthly basis, the Change Order proposals shall be consolidated into a Change Order on
AlA Document G701 for signature by the Owner, Architect, and Contractor. The Change Order Request for
payment shall be incorporated into the Contractor's monthly requisitions for payment.
Add the following at the end of Subparagraph 7.3.6:
For purposes of the Contract Documents, the phrase "a reasonable allowance for overhead and profit"
shall be subject to the limitations set forth in the Agreement regarding additional fees and/or General Condition
costs. In addition, in order to facilitate checking of quotations for extras or credits, all proposals, except those so
minor that their propriety can be seen by inspection, shall be accompanied by a complete itemization of costs
including labor, materials, and subcontracts. When major cost items are subcontracts, they shall be itemized also.
Add the following as Subparagraphs 7.3.10,7.3.11,7.3.12. and 7.3.13:
7.3.10 The Cost of any Changes in the Work shall not include any of the following items:
1. Salaries or other compensation of the Contractor's personnel at the Contractor's office,
including the field office, unless direct additional expense has been incurred exclusively because of the change;
2. Expenses of the Contractor's offices, including the field office;
3. Any part of the Contractor's capital expenses, including interest on the Contractor's
capital;
4. Costs due to the negligence of the Contractor, any Subcontractor, any
Sub-subcontractor, anyone for whose acts any of them may be liable, including, but not limited to, the correction
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of defective or nonconforming Work, disposal of materials and equipment wrongly supplied, or making good any
damage to property; or
5. Overhead, general expense, and the cost of any item not specifically or reasonably
inferable as included in the items described in Subparagraph 7.3.6.
7.3.11 The Contractor shall check all materials, equipment, and labor entering into the Work as a result
of Changes in the Work and shall keep such full and detailed accounts as may be necessary for proper fInancial
management under the Contract, and the system shall be satisfactory to the Owner. The Owner shall be afforded
access to all the Contractor's records. books, correspondence, instructions, drawings, receipts, vouchers,
memoranda and similar data relating to Changes in the Work.
7.3.12 The percentage fee for overhead and profit combined, to be added to the Cost of the Change in
determining the total cost to the Owner, shall be based upon the following schedule:
1. For any Work performed by the Contractor's own forces, ten (10%) percent of the Cost
of the Changes;
2. For any Work performed by a Subcontractor or forces under the Subcontractor
including any Sub-subcontractors or other persons not in the direct employ of the Subcontractor, a total seventeen
and one-half (17.5%) percent of the Cost of the Change, with ten (10%) percent to be assigned to the
Subcontractor and any forces under him and seven and one-half (7.5%) percent to be assigned to the Contractor.
7.3. 13 If a Change in the Work results in a credit to the Owner, the credit shall be the net Cost of the
Change as defmed in Subparagraphs 7.3.6 and 7.3.10 and shall not include any allowance for the Contractor's or
Subcontractor's overhead and profit.
In Subparagraph 7.4. I, in the first line, add the following after "Architect":
with the consent of Owner and Developer.
ARTICLE 8; TIME.
Add the following at the end of Subparagraph 8.1.3:
Notwithstanding the foregoing sentence, the date of Substantial Completion of the Work shall be no
earlier than the date of Substantial Completion as set forth in the Agreement.
Delete Subparagraph 8.3.1 and replace it with the following:
8.3.1 "Unavoidable Delays" means delays due to strikes, slowdowns, lockouts, acts of God, inability
to obtain labor or materials, war, enemy action, civil commotion, fire, casualty, catastrophic weather conditions,
a court order which causes a delay (unless resulting from disputes between or among the party alleging an
Unavoidable Delay, present or former employees, officers, members, partners or shareholders of such alleging
party or affiliates (or present or former employees, officers, partners, members or shareholders of such affiliates)
of such alleging party), the application of any laws, rules, regulations, constitutions, orders, ordinances. charters,
statutes, codes. executive orders and requirements of all governmental authorities having jurisdiction over a
person or entity and/or the Project site or any street, road, avenue or sidewalk comprising a part of, or lying in
front of, the Project site or any vault in, or under the Project site (including, without limitation, any of the
foregoing relating to handicapped access or parking, the Building Code of the City and the laws, rules,
regulations, orders, ordinances, statutes, codes and requirements of any applicable Fire Rating Bureau or other
body exercising similar functions), or another cause beyond such party's control or which, if susceptible to control
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by such party, shall be beyond the reasonable control of such party. Such party shall use reasonable good faith
efforts to notify the other party not later than twenty (20) days after such party knows of the occurrence of an
Unavoidable Delay; provided. however, that either party's failure to notify the other of the occurrence of an event
constituting an Unavoidable Delay shall not alter, detract from or negate its character as an Unavoidable Delay or
otherwise result in the loss of any benefit or right granted to the delayed party under the Agreement. In no event
shall (i) any party's financial condition or inability to fund or obtain funding or financing constitute an
"Unavoidable Delay" with respect to such party and (ii) any delay arising from a party's (or its affiliate's) default
under any Contract Document constitute an "Unavoidable Delay" with respect to such party's obligations
hereunder. The times for performance set forth in the Agreement (other than for monetary obligations of a party
and with respect to timely completion of the Project) shall be extended to the extent performance is delayed by
Unavoidable Delay, except as otherwise expressly set forth in the Agreement.
8.3.1.1 Unavoidable Delays that are beyond the control of the Contractor will extend the Contract Time
by the number of days the path of critical events is lengthened by such delays, regardless of the duration of such
delays. If required by the Architect or Owner or Developer, the Contractor shall indicate this path of critical
events, by diagram or narrative, in such detail as may be necessary to justify the claim and to establish the
number of days to extend the Contract Time. The path of critical events is defmed as the series of interdependent
construction events that must be sequentially performed requiring a longer total time to perform than any other
series.
8.3.1.2 Notwithstanding anything to the contrary contained herein, in the event of any labor dispute,
regardless of whether or not the Contractor caused and/or is directly involved therewith, and regardless of the
reason for the labor dispute. the Contractor agrees to use diligent efforts to continue to perform the Work as
described in and required by the Agreement as scheduled by the Owner. As used herein, the term "labor dispute"
includes, without limitation, any strike, erection of, or refusal to cross any picket line by any laborer or any other
persons regardless of the person. company, or employer to which such action is directed. The term "labor
dispute" shall further include any stoppage, abandonment, interference, or interruption of work, either total or
partial, by any person or persons, labor organizations, companies, corporations, or others.
8.3.1.3 If the Work or any portion of the Work described in the CPM Schedule is stopped by reason of
a labor dispute that has been caused by any policy, action, or failure to act by the Contractor, and the Work (or
such portion) is not resumed within five (5) business days after written notice from Owner, then the Owner may,
at its option, exercise anyone or all of the following specified rights in addition to any other rights that the Owner
may be entitled by law to exercise:
(a) Terminate the Agreement.
(b) Remove the Contractor from the job until a labor dispute ceases, during which time the
Owner may perform the Work covered by the Agreement in any manner the Owner chooses, decreasing the
Contractor's Contract Sum by the cost of the Work so performed by the Owner.
(c) Hold the Contractor liable for any damage the Owner incurred or may incur as a result
of the labor dispute and/or the Contractor's failure to perform Work as scheduled, including any expense, money,
or monies in excess of the Agreement required to obtain any other contractor or subcontractor to perform the
Work covered by the Agreement.
Labor disputes caused by any policy, action, or failure to act by a Subcontractor shall be deemed
to be caused by the Contractor and thus within the purview of this Subparagraph 8.3.1.3. If there is an issue over
whether this Subparagraph 8.3.1.3 is applicable to a particular labor dispute, the Contractor shall have the burden
of proof to establish the lack of such applicability.
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1 8.3.1.4 If any action taken by the Owner pursuant to Subparagraph 8.3.1.3 subjects the Owner to any
2 liability to any labor organization or employee of the Contractor or any Subcontractor, or to any other person, the
3 Contractor agrees to indemnify the Owner against any and all such liability including costs and attorneys' fees.
4
5 Add the following as Subparagraph 8.3.4:
6
7 8.3.4 Contractor shall pay for all its, and shall have all Subcontractors pay for all their, overtime,
8 double-time, or any other additional time that may be necessary in order to complete the Work by the Completion
9 Deadline.
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11 ARTICLE 9; PAYMENTS AND COMPLETION.
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13 Add the following at the end of Subparagraph 9.3.1:
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15 The form of Application for Payment shall be a notarized AlA Document G702, Application and
16 Certificate for Payment, supported by AlA Document G703, Continuation Sheet. All Applications for Payment
17 shall be submitted to both the Architect and the Owner (with a copy to Developer).
18
19 Add the following as Subparagraphs 9.3.1.3 and 9.3.1.4:
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21 9.3. 1. 3 All progress payments are subject to the retainages described in the Agreement.
22
23 9.3.1.4 Each Application for Payment shall be accompanied by properly executed and acknowledged
24 Partial Releases effective through the preceding month's Application for Payment. The Contractor shall, prior to
25 submission of the second and each subsequent Application for Payment, furnish to the Owner a statement
26 certifying that all funds received in accordance with the prior Application were disbursed to pay costs of the Work
27 as shown on the immediately preceding Application for Payment, and, if the Application excludes amounts due to
28 any subcontractor or supplier due to a dispute between Contractor and such party, a statement as to the nature and
29 status of the dispute.
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31 Add the following at the end of Subparagraph 9.3.3:
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33 If any claim of lien or alleged claim of lien is flIed against the Owner or the Owner's property, or the
34 Project, the Contractor shall have such lien promptly released at Contractor's expense. All liens not released
35 within thirty (30) days of filing shall be immediately bonded off by the Contractor at Contractor's expense.
36
37 Add the following as Subparagraph 9.6.7:
38
39 Owner shall be entitled to require a Contractor's Affidavit in connection with any progress payment.
40 With each requisition for progress payment, the Contractor shall furnish to the Owner a duly executed release of
41 lien from each and every lienor who has furnished a Notice to Owner covering previous requisitions, such release
42 of lien to be in form and content acceptable to Owner. It is agreed that at any time and from time to time the
43 Owner may waive the requirement of the evidence that payrolls, bills, and other indebtedness connected with the
44 Work have been paid for, may waive the requirement of the statutory affidavit from the Contractor before final
45 payment, may waive the requirement of any other affidavit, may waive the requirement to furnish partial and fmal
46 releases, may waive any irregularity or defect in any affidavit or release, may waive any holdbacks or the right
47 thereto, and may waive any other requirements with respect to supporting documents in connection with making
48 any payment to the Contractor, all without prejudice to the Owner's rights under the Contract Documents or
49 otherwise.
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51 Add the following at the end of Subparagraph 9.8. 1 :
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I Notwithstanding the foregoing sentence, the date of Substantial Completion of the Work shall be no
2 earlier than the date of Substantial Completion as set forth in the Agreement.
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4 Add the following as Subparagraphs 9.10.5 and 9.10.6:
5
6 9.10.5 Before final payment will be made to the Contractor, the Contractor shall furnish to the Owner:
7 (i) an affidavit complying with Florida Statutes Section 713, which affidavit will show that Iienors have been paid
8 in full, if that is the fact, or else shall state the name of each lienor who has not been paid in full and the amount
9 due or to become due to each such lienor for labor, services, or materials furnished, and the Owner shall have the
10 right to pay directly any lienor listed on such affidavit, and any other lienor who has given notice to the Owner, or
II whose existence is otherwise known to the Owner, and (ii) a Final Waiver and Release of Contractor's Lien, in
12 form and content acceptable to Owner.
13
14 9.10.6 Notwithstanding anything to the contrary in the Contract Documents, it is understood that the
15 Owner shall not be obligated to make payment on account of any part of the Contract Sum which is not a proper
16 payment within the meaning and construction of all laws relating to liens. The Contractor agrees that all
17 payments made to material suppliers or to Subcontractors for labor and services shall be accompanied by a
18 direction that the payment shall be applied to the account for Work or services performed or materials supplied in
19 connection with the Work.
20
21 ARTICLE 10; PROTECTION OF PERSONS AND PROPERTY.
22
23 Add the following at the end of Subparagraph 10.1.4:
24
25 Notwithstanding the foregoing, Owner's indemnification under this Subparagraph 10.1.4 shall be
26 applicable only to the extent claim, damage, loss, or expense was caused by the negligence or willful misconduct
27 of Owner or its employees or agents.
28
29 Add the following at the end of Sub-subparagraph 10.2.1.3:
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31 If temporary removal is required of any of the aforesaid improvements or if damage occurs thereto, the
32 Contractor shall restore such removed improvements, the cost of such removal and restoration being part of the
33 Contract Sum, or replace such damaged improvements, the cost for such replacement being at the Contractor's
34 own expense. Items replaced shall be of the same kind, quality, and size as the original items.
35
36 Add the following as Sub-subparagraphs 10.2.1.4, 10.2.1.5, 10.2.1.6, 10.2.1.7, and 10.2.1.8:
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38 10.2. 1.4 Contractor shall continuously maintain adequate protection of all of its Work from weather and
39 other causes, maintain such fences, railings, warning lights, and other safeguards as may be necessary for the
40 protection of the workers, the public, and other persons, protect the Owner's and adjacent property from injury,
41 and promptly remedy any and all damage thereto.
42
43 10.2.1.5 Contractor shall remove and replace all Work damaged and replace damaged or broken glass at
44 the Contractor's sole expense.
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46 1O.2.1.60n the ground floor, the Contractor shall provide temporary barricades for exterior openings as
47 soon as the walls and roof are built to protect all Work from weather and vandalism, and provide such protection
48 on the upper floors, if needed.
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50 10.2. 1. 7 Contractor shall protect streets and sidewalks and shall repair damage caused by Contractor or
51 its Subcontractors. Contractor shall comply with local rules and regulations in connection with the use of streets.
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10.2. 1. 8 Contractor shall:
.1 protect the excavation, trenches, and/or the buildings from damage from rain water,
spring water, ground water, backing up of drains and sewers, and all other water. Contractor shall provide all
pumps and equipment and enclosures necessary to effect this protection.
.2 construct and maintain all necessary temporary drainage, and do all pumping necessary
to keep the excavation free of water.
.3 provide all shoring, bracing, and sheetings required for safety when Work is completed.
.4 always provide protection against weather, rain, wind, storms, frost. or heat to
maintain the Work, materials, apparatus, and fIxtures (including, without limitation, the renovation of the existing
St. Moritz hotel) free from injury or damage. Work likely to be damaged shall be covered at the end of each
day's Work.
Add the following at the end of Subparagraph 10.2.4:
When use or storage of explosives or other hazardous materials or equipment or unusual methods are
necessary, the Contractor shall give the Owner reasonable advance written notice.
Add the following at the end of Subparagraph 10.3. 1 :
Contractor shall immediately notify the Owner in writing of such actions.
ARTICLE 11; INSURANCE AND BONDS.
Add the following as Subparagraphs 11.1.4, 11.1.5, 11.1.6, and 11.1. 7:
11.1.4 Notwithstanding anything to contrary contained in this Article 11, Contractor shall be required to
maintain the insurance coverages set forth in Section 2.10 of the Garage Development Agreement, which Section
is incorporated herein as if set forth in full. Developer shall be named as an additional insured on all such
insurance policies maintained by Contractor.
11.1.5 If Contractor fails to furnish any insurance to be maintained by the Contractor, the Owner shall
have the right at its option to take out and maintain such insurance, at the Contractor's cost.
11.1.6 All job site insurance provided by the Contractor and/or Subcontractors shall be kept in force at
all time during the performance of the Work and, as a minimum, until fInal acceptance of the Work by the
Architect and Owner and shall be issued by carriers acceptable to Owner. Contractor and all Subcontractors shall
not bring equipment or personnel onto the site until the Contractor delivers to Owner CertifIcates of Insurance
evidencing the coverages and fulfilling the other requirements specified herein. All such Certificates shall
expressly provide that no less than thirty (30) days' prior written notice shall be given Owner and Developer in
the event of material alteration to the coverages evidenced by such Certificates.
11.1.7 All insurance provided by the Contractor and/or Subcontractors shall include Owner, the City,
Developer, Loews Hotels, Inc., and their respective parents, subsidiaries, and affIliates, named as additional
insured parties to same.
Add the following at the end of Sub-subparagraph 11.3.1.2:
However, Owner shall not be responsible for Contractor's tools or equipment.
MI97084~l.021
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2 Add the following at the end of Subparagraph 11.3.7:
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4 The waivers provided for in this Subparagraph shall not apply or be effective to the extent such waivers
5 would cause an elimination or reduction of coverage under any insurance policy providing protection to the Work,
6 the Owner or the Owner's property, the Contractor andlor any Subcontractor.
7
8 Delete Subparagraph 11.4.1 and replace it with the following:
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10 11.4.1 The Contractor shall, as part of the Contract Sum, furnish approved payment and performance
11 bonds in favor of the Owner and the Owner's construction lender in the amount of the Contract Sum from a
12 bonding or surety company satisfactory to the Owner. The bond shall cover the faithful performance of the
13 Contractor under Contract Documents and the construction payment in keeping with ~713.23, Florida Statutes.
14 The Owner will have the right to approve the surety. A copy of the recorded payment bond, certified by the
15 Clerk of the Circuit Court for the county in which the Project is located shall be posted by the Contractor at the
16 construction site before commencement of the Work. A certified copy of all payment bonds shall be recorded by
17 the surety in me county where the Work is to take place within forty five(45) days of the date of issuance of the
18 bond.
19
20 ARTICLE 12; UNCOVERING AND CORRECTION OF WORK.
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22 Add the following at the end of Subparagraph 12.2.1:
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24 Work which has been damaged, improperly installed, permanently stained, marred, or cracked, and
25 materials which do not conform to grade or quality required by the Contract Documents, will be rejected by the
26 Owner or Developer or Architect. Contractor shall immediately remove and replace as required materials and
27 methods of like kind and quality to produce satisfactory and complete Work to the reasonable satisfaction of the
28 Owner and Architect, at no additional costs or extension of Contract Time.
29
30 In Subparagraph 12.2.2, in the first and tenth lines, delete "one year" and replace it with the following:
31
32 two (2) years.
33
34 Add the following at the end of Subparagraph 12.2.4
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36 In case such corrections are required after fmal payment is made, the Contractor shall pay to the Owner
37 all costs which the Owner may incur in correcting such defective or nonconforming Work.
38
39 In Subparagraph 12.2.6, in the fourth line, delete "one year" and replace it with the following:
40
41 two (2) years.
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43 Add the following as Subparagraph 12.2.7:
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45 12.2.7 No provision in the Contract Documents nor in any special or general guarantee shall be held to
46 limit. as to time or scope of liability. the Contractor's liability for defects, or the liability of its sureties, if any, to
47 less than the legal limit of liability under applicable laws.
48
49 ARTICLE 13; MISCELLANEOUS PROVISIONS.
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51 Delete Paragraph 13.3 and replace it with the following:
52
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I 13.3.1 Unless otherwise provided herein, all notices and other communications which may be or are
2 required to be given or made by any party hereto in connection with the Agreement shall be in writing and shall
3 be sent by United States mail, postage prepaid, registered or certified, return receipt requested, or by overnight
4 express delivery service, to Contractor and to Owner at the addresses set out below, or to such other addresses as
5 are from time to time specified by wrinen notice delivered in accordance herewith:
6
7 If to Owner:
8
9 Miami Beach Redevelopment Agency
10 Executive Director
11 1700 Convention Center Drive
12 Miami Beach, Florida 33139
13
14 with a copy to:
15
16 Miami Beach Redevelopment Agency
17 General Counsel
18 1700 Convention Center Drive
19 Miami Beach, Florida 33139
20
21 and
22
23 St. Moritz Hotel Corp.
24 407 Lincoln Road
25 Suite 6-K
26 Miami Beach, Florida 33139
27 Anention: Mr. Eric A. Nesse, Vice President
28
29 and
30
31 Loews Hotels, Inc.
32 667 Madison Avenue
33 New York, New York 10021-8087
34 Anention: Corporate Secretary
35
36 If to the Contractor:
37
38 Beauchamp Construction Co., Inc.
39 247 Minorca Avenue
40 Coral Gables, Florida 33134
41 Attn: Mr. Donald L. Crissey, President
42
43 Add the following as Subparagraphs 13.5.7, 13.5.8, 13.5.9. and 13.5.10:
44
45 13.5.7 Substitutions for any material, product, or equipment for that specified shall be subject to such
46 tests as will determine its quality and all testing and inspection costs pertaining thereto shall be part of the
47 Contract Sum. All such tests shall be made upon the request of the Architect or Owner or Developer and in such
48 a manner as Architect or Owner or Developer may prescribe.
49
50 13.7.8 Samples of materials and/or finished articles shall be submitted for the required tests or
51 inspections before incorporation of same in the Work is started. Materials furnished shall be equal to approved
MI970840.021
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Samples in every respect. Samples which are of value after testing will remain the property of the Contractor but
no such Samples shall be incorporated in the Work without written approval of the Architect.
13.7.9 Failure of any material or article to pass the specified tests will be sufficient cause for refusal to
consider any further Samples of the same brand or make of that material or article. When an individual material
becomes a part of an assembly with other materials for incorporation in the Work, failure of the material to pass
specified tests or to conform to indicated standards will be sufficient cause for its rejection and removal and
replacement, regardless of whether the tests or inspections have been made in an assembled or in an unassembled
condition.
13.7.10 Contractor shall furnish promptly all reasonable facilities, labor, and materials, necessary for the
safe, thorough, and convenient inspection and tests that may be required by the Contract Documents or otherwise.
All inspections and tests shall be performed in such manner as not to delay the Work unnecessarily. Contractor
shall be charged with any cost of inspection when material and workmanship is not ready at the time inspection is
requested.
Add the following as Paragraphs 13.8 and 13.9:
13.8 AUDIT
For all Work performed, Contractor shall control and check all its materials used and labor performed
and shall maintain full and detailed accounts of all costs and expenses of such Work. Owner, its auditors, or
agents may upon reasonable notice and so as not to unreasonably interfere with Contractor's operation from time
to time during reasonable business hours, inspect all of Contractor's accounts, books, records, receipts, vouchers,
and any other memoranda relating to such Work.
13.9 FINAL ADJUSTMENT
Just before the Work is turned over to the Owner, Contractor shall examine, adjust, and leave operating
parts in a condition satisfactory to the Architect and Owner and Developer. Operation of equipment of Owner
does not constitute an acceptance of the Work. Final Acceptance is to be made after equipment has been adjusted
satisfactorily and it has been demonstrated that it fulftlls the requirements of the Drawings and Specifications and
the required certificates have been furnished.
ARTICLE 14; TERMINATION OR SUSPENSION OF THE CONTRACT.
Add the following at the end of Sub-subparagraph 14.1.1.3:
If the default described in this Sub-subparagraph 14.1.1.3 is cured within seven (7) days after Owner's
receipt of Contractor's termination notice described below, then Contractor's termination notice shall be deemed
to be void ab initio and of no force or effect.
Add the following as Paragraph 14.4:
14.4 TERMINATION BY THE OWNER FOR CONVENIENCE
14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without
cause.
14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's
convenience, the Contractor shall:
MI970840.02\
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.1 Cease operations as directed by the Owner in the notice;
.2 Take all actions necessary, or that the Owner may direct, for the protection and
preservation of the Work; and
.3 Except for Work directed to be performed prior to the effective date of termination
stated in the notice, terminate all existing Subcontracts and purchase orders and enter into no further Subcontracts
and purchase orders.
14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be
entitled to receive payment from the Owner on the same basis provided in Subparagraph 14.1.2 together with any
remaining balance of the Contractor's fixed Contract Sum.
Add the following as Articles IS and 16:
ARTICLE 15; INDEMNITIES.
15.1 Anything in the Contract Documents to the contrary notwithstanding, the Contractor
acknowledges and agrees that the initial One Thousand Dollars ($1,000.00) of the Contractor's Contract Sum, and
other good and valuable consideration, represents the specific, stated consideration paid by the Owner for all
indemnifications from the Contractor to the Owner under the terms of the Agreement and all the other Contract
Documents.
ARTICLE 16; NO ASSIGNMENT.
16.1 Because Owner is relying on the unique knowledge and experience of Contractor, the Contractor
shall not sell, assign, and/or transfer, in whole or in part, its interest in the Agreement to any third party.
MI970840.021
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EXHIBIT" A"
CPM SCHEDULE AND NETWORK DIAGRAM
The attached is an interim schedule reflective of major activities, with associated timeframes
presented in a generalized manner.
The Contractor will submit a detailed CPM Schedule that will comply with all requirements set
forth in this Agreement no latter than ten (10) days subsequent to the Effective Date of this
Agreement, which shall supersede this interim schedule providing same is acknowledged and
accepted by Owner/Developer.
It is acknowledged by the Contractor that:
1. The Schedule will also be revised to reflect the Effective Date of this Agreement.
2. The Foundation Permit, already applied for by the Owner and reviewed by the City of Miami
Beach, is available for Contractor to obtain. As to the balance of the required permit from
the City of Miami Beach, the Schedule assumes that this will be available no later than ~
~Ys from the Effective Date of this Agreement. ~
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EXHIBIT "8"
PROJECT DRAW SCHEDULE AND BUDGET
The Interim Schedule attached herein as Exhibit "B-1 ", will be utilized for the purpose of
itemizing the value for each trade. Contractor will submit an updated Schedule no later than
sixty (60) days subsequent to the Effective Date of this Agreement, reflective of actual values by
trade subcontractor. The updated Schedule will supersede this Interim Schedule, providing that
same is acknowledged and approved by Owner/Developer.
The Contract Sum assumes Owner's direct purchase of all construction materials in order to
achieve savings as to applicable sales taxes. Procedures as to the Owner's direct purchasing are
considered herein (Exhibit "B-2"). Owner reserves the right, at its sole discretion, to modify the
procedures providing that written notice is sent to Contractor.
The Contract Sum excludes certain Add Alternate Scope of Work, which Contractor has
provided costs for same (Exhibit "B-3"). These line item costs shall remain as enumerated
herein for the duration of the Term. These costs include full consideration as to Contractor and
Subcontractor overhead and profit. Owner reserves the right, at its sole discretion, to add any or
all Add Alternate Scope, pending that such does not delay the Contractor as to the Date of
Substantial Completion. Owner's election to accept any Add Alternate Scope will be processed
as Change Orders, pursuant to procedures as set forth herein, except as to the consideration of
overhead and profit. A\.1"-E.It"'~1e.~ W\"'~-r "... ~c.c..'l"1'iO vJ\T1'C'1oI rEo ~S' of"
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EXHIBIT "B-1"
CONTRACT SUM
SCHEDULE OF VALUES
Trade Costs
1 Sitework/ExcavationIF oundation
2 Substructure/Superstructure
3 Precast Architectural Concrete
4 Masonry/Stucco
5 Metal Fabrications
6 Rough Carpentry
7 Roofing
8 Metal Doors/Frames/Hardware
9 Waterproofing,
10 Entrances/Storefront/Glazing
11 Elevators
12 Fire Protection
13 Plumbing
14 HV AC
15 Electric
16 Light Fixtures
17 Other
18 Allowance (Phase 3 - Relocation of Historic Buildings)
Subtotal -Trade Costs
Other Costs
1 General Conditions/Profit/Overhead
2 Permit Fees
3 Insurance
4 Bond
Subtotal -Other Costs
Total Cost (Contract Sum)
$ 667,213
3,803,000
1,162,000
399,797
274,000
59,000
43,899
143,170
439,205
329,720
265,000
236,950
158,000
45,000
423,380
188,000
144,288
$ 40,000
$ 754,285
o
104,150
72,943
$ 8,831,622
$ 931,378
$ 9,763,000
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EXHIBIT "B-2"
OWNER'S PROCEDURES FOR
DIRECT PURCHASE OF CONSTRUCTION MATERIALS
(The Owner reserves the right, at its sole discretion, to modify or alter these procedures as
outlined herein, providing that written notice is given to Contractor.)
The Owner will:
1. Issue own Purchase Orders to third party vendors. The Purchase Orders to contain or be
accompanied by Owner's sales tax exemption certificate.
2. Accept direct sale for all materials purchased under the exemption. Owner to be directly
invoiced by material vendors.
3. Take title an possession of all material purchased tax exempt from the seller before the
materials are incorporated into real property.
4. Assume all risks of loss on all materials purchased tax exempt. Contractor may not be held
liable for damages or loss to such materials.
5. Assume responsibility for and pay premiums on all insurance and/or bonding on all materials
purchased tax exempt. Contractor may not share in any economic benefit of proceeds from
bonds or insurance covering risk of damage or loss of the materials.
6. Take direct payment to third party vendors for all such purchases from its own funding
account.
~
EXHIBIT "B-3"
ADD ALTERNATE SCOPE OF WORK
(These item prices include Contractor and Subcontractor overhead and profit.)
No.1 Interior Construction - Retail Space
a. Floor Slabs $ 137,597
b. Bathrooms (Walls, Doors, Finishes,
Plumbing Fixtures and Accessories) 50,337
c. Demising Walls Between Spaces 19,420
d. Fire Sprinkler System 33,330
Subtotal - Interior Construction - Retail Space $ 240,684
No.2 Lightning Protection System 21,109
No.3 Decorative Metal Screen 105,545
No.4 Landscaping and Irrigation
a. Landscaping 63,994
b. Irrigation 7,555
c. Site Lighting 13,888
Subtotal - Landscaping 85,437
No.5 Concrete Sidewalks (Washington and Collins Avenues) 38,652
No.6 Paint Exposed Concrete Structure (Garage Interior) 116,655
No.7 RoofTop Planters 37,276
~
EXHIBIT "C"
UNIT PRICES
Contractor will submit within thirty (30) days of the Effective Date of this Agreement Interim
Unit Prices for each trade (corresponding to those trades listed in Exhibit "B") which are the
basis for the Contract Sum.
It is further understood that by the time of "Buy-Out", but not later than sixty (60) days from the
Effective Date of this Agreement, these Interim Unit Prices may be amended to reflect those unit
prices corresponding to each executed subcontractor contract.
Such revisions, if any, will be reflected within an amended Exhibit "C", subject to Owner and
Developer's acknowledgment and acceptance of same.
Unit Prices will remain for the Term of this Agreement and will serve as the basis for Owner's
consideration of any Change Orders.
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