AIA Standard Form Owner-Contractor Agreement (Cost Plus Fee, No Guaranteed Maximum) – Old National Bancorp and Industrial Contractors, Inc.
This agreement is between Old National Bancorp (the owner) and Industrial Contractors, Inc. (the contractor) for the construction of a new headquarters building. The contract outlines that the contractor will be paid for the actual cost of the work plus a fee, with no guaranteed maximum price. It details the responsibilities of both parties, including timelines, payment terms, and project management requirements. The agreement also references standard AIA contract conditions and includes provisions for changes, record-keeping, and termination. The contract is effective as of October 11, 2002.
Exhibit 10 (g)
[GRAPHIC OMITTED] | AIA | Owner-Contractor | |
AIA Document A114-2001 |
Standard Form of Agreement Between Owner and Contractor
where the basis ofpayment is the Cost of the Work Plus a Fee without a Guaranteed Maximum Price
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY
IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION.
AIA Document ###-###-####, 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.
AGREEMENT made as of the(In word, indicate day, month and year) | 11th day of October in the year 2002 | ||
BETWEEN the Owner(Name, address and other information): | Old National Bancorp | ||
and the Contractor | Industrial Contractors, Inc. | ||
The Project is (Name and address): | The Architect is (Name, address and other information): | ||
New Headquarters Building | Veazey, Parrott, Durkin & Shoulders | ||
on real estate more particularly | |||
described in the attached | Hellmuth, Obata & Kassabaum | ||
Exhibit "B" | |||
The Owner and Contractor agree as follows.
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AIA Document A114 Owner-Contractor Agreement Ó 2001 The American Institute of Architects · Washington, DC · www.aia.org. · WARNING:
Reproduction, unlicensed photocopying or substantial quotation of the material herein without written permission of the AIA violates the
copyright laws of the United States and will subject the violator to legal prosecution. To report copyright violations of AIA Contract Documents,
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TABLE OF ARTICLES | ||||
1. | The Contract Documents | |||
2. | The Work of This Contract | |||
3. | Relationship of the Parties | |||
4. | Date of Commencement and Substantial Completion | |||
5. | Contract Sum | |||
6. | Control Estimate and Contract Time | |||
7. | Costs to be Reimbursed | |||
8. | Costs not to be Reimbursed | |||
9. | Discounts, Rebates and Refunds | |||
10. | Subcontracts and Other Agreements | |||
11. | Accounting Records | |||
12. | Payments | |||
13. | Termination or Suspension | |||
14. | Miscellaneous Provisions | |||
15. | Enumeration of Contract Documents | |||
16. | Insurance Bonds | |||
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AIA Document A114 Owner-Contractor Agreement Ó 2001 The American Institute of Architects · Washington, DC · www.aia.org. · WARNING:
Reproduction, unlicensed photocopying or substantial quotation of the material herein without written permission of the AIA violates the
copyright laws of the United States and will subject the violator to legal prosecution. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects' legal counsel, ***@***.
ARTICLE 1 THE CONTRACT DOCUMENTS
1.1
The Contract Documents consist of this Agreement, Conditions of the Contract (General, 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. These listed form the Contract and are all as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 15. If anything in the other Contract Documents is inconsistent with this Agreement, this Agreement shall govern.
ARTICLE 2 THE WORK OF THIS CONTRACT
2.1
The Contractor shall execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others.
ARTICLE 3 RELATIONSHIP OF THE PARTIES
3.1
The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor's skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish or approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents.
ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
4.1
The date of commencement of the Work shall be the date of this Agreement, unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner.(Insert the date of commencement if it differs from the date of this Agreement, or if applicable, state that the date will be fixed in a notice to proceed.)
4.2
The Contract Time shall be measured from the date of commencement.4.3
The Contractor shall achieve Substantial Completion of the entire Work not later than ( ) days from the date of commencement or as follows:(Insert the number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement. Unless stated elsewhere in the Contract Documents, insert any requirements for earlier Substantial Completion of certain portions of the Work.)
(see Exhibit D)
, subject to adjustments of this Contract Time as provided in Subparagraph 6.2.4.
(Insert provisions, if any, for liquidated damages relating to failure to complete on time or for bonus payments for early completion of the Work.)
ARTICLE 5 CONTRACT SUM
5.1
The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum is the actual Cost of the Work as defined in Article 7 plus the Contractor's Fee.5.2
The Contractor's Fee is:(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Fee, and describe the method of adjustment of the Contractor's Fee for changes in the Work.)
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AIA Document A114 Owner-Contractor Agreement Ó 2001 The American Institute of Architects · Washington, DC · www.aia.org. · WARNING:
Reproduction, unlicensed photocopying or substantial quotation of the material herein without written permission of the AIA violates the
copyright laws of the United States and will subject the violator to legal prosecution. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects' legal counsel, ***@***.
5.3
If the extent of changes is such that application of the adjustment provisions herein will cause substantial inequity to the Owner or Contractor, in the aggregate, the Contractor's Fee shall be equitably adjusted on the basis of the Fee established for the original Work.ARTICLE 6 CONTROL ESTIMATE AND CONTRACT TIME
6.1
The Contractor shall prepare and submit to the Owner, in writing, a Control Estimate. The Control Estimate shall include the estimated Cost of the Work plus the Contractor's Fee. The Control Estimate shall be used to monitor actual costs.6.2
The Control Estimate shall include: 1. the documents enumerated in Article 15, including all Addenda thereto and the Conditions of the Contract;
2. a list of the clarifications and assumptions made by the Contractor in the preparation of the Control Estimate, including assumptions under Paragraph 6.4, to supplement the information provided by the Owner and contained in the Drawings and Specifications;
3. a statement of the estimated Cost of the Work organized by trade categories or systems and the Contractor's Fee;
4. a project schedule indicating proposed Subcontractors, activity sequences and durations, milestone dates for receipt and approval of pertinent information, schedule of shop drawings and samples, procurement and delivery of materials or equipment requiring long-lead time, and the Owner's occupancy requirements showing portions of the Project having occupancy priority; and
5. contingencies for further development of design and construction as required by Paragraph 6.4.
6.3
The Contractor shall meet with the Owner and Architect to review the Control Estimate. In the event that the Owner or Architect discovers any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Contractor, who shall make appropriate adjustments to the Control Estimate. When the Control Estimate is acceptable to the Owner, the Owner shall acknowledge it in writing. The Owner's acceptance of the Control Estimate does not imply that the Control Estimate constitutes a Guaranteed Maximum Price.6.4
To the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Contractor shall provide in the Control Estimate for such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated in a revised Control Estimate by mutual agreement of the parties.6.5
The Contractor shall develop and implement a detailed system of cost control that will provide the Owner with timely information as to the anticipated total Cost of the Work. The cost control system shall compare the Control Estimate with the actual cost for activities in progress and estimates for uncompleted tasks and proposed changes. This information shall be reported to the Owner, in writing, no later than the Contractor's first Application for Payment and shall be revised at mutually agreed-upon intervals.ARTICLE 7 COSTS TO BE REIMBURSED
7.1 Cost of the Work
The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 7.
7.2 Labor Costs
7.2.1
Wages of construction workers directly employed by the Contractor to perform the construction of the Work at the site or, with the Owner's approval, at off-site workshops.
See Exhibit C for Labor Rates
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AIA Document A114 Owner-Contractor Agreement Ó 2001 The American Institute of Architects · Washington, DC · www.aia.org. · WARNING:
Reproduction, unlicensed photocopying or substantial quotation of the material herein without written permission of the AIA violates the
copyright laws of the United States and will subject the violator to legal prosecution. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects' legal counsel, ***@***.
7.2.2
Wages or salaries of the Contractor's supervisory and administrative personnel when stationed at the site with the Owner's approval.(If it is intended that the wages or salaries of certain personnel stationed at the Contractor's principal or other offices shall be included in the Cost of the Work, identify the personnel to be included, whether for all or only part of the time and the rates at which time will be charged to the Work.)
7.2.3
Wages and salaries of the Contractor's supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work.7.2.4
Costs paid or incurred by the Contractor for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Subparagraphs 7.2.1 through 7.2.3.7.3 Subcontract Costs
7.3.1
7.4 Costs of Materials and Equipment Incorporated in the Completed Construction
7.4.1
7.4.2
. Costs of materials described in the preceding Subparagraph 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the completion of the Work or, at the Owner's option, shall be sold by the Contractor. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work.7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items
7.5.1
7.5.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Contractor at the site and costs of transportation, installation, minor repairs and replacements, dismantling and removal thereof. Rates of Contractor-owned equipment and quantities of equipment shall be subject to the Owner's prior approval. See Exhibit C for Small Tool/Consumable & Equipment Rates
7.5.3 Costs of removal of legally disposed debris from the site.
7.5.4
Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office.7.5.5
That portion of the reasonable travel and subsistence expenses of the Contractor's personnel incurred while traveling in discharge of duties connected with the Work.7.5.6
Costs of materials and equipment stored off-site at a mutually acceptable location, if approved in advance by the Owner.7.6 Miscellaneous Costs
7.6.1
That portion of insurance and bond premiums that can be directly attributed to this Contract.7.6.2
Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the Contractor is liable.
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AIA Document A114 Owner-Contractor Agreement Ó 2001 The American Institute of Architects · Washington, DC · www.aia.org. · WARNING:
Reproduction, unlicensed photocopying or substantial quotation of the material herein without written permission of the AIA violates the
copyright laws of the United States and will subject the violator to legal prosecution. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects' legal counsel, ***@***.
7.6.3
Fees and assessments for the building permit and for other permits, licenses and inspections the Contractor is required by the Contract Documents to pay.7.6.4
Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Subparagraph 13.5.3 of AIA Document A201-l997 or other provisions of the Contract Documents, and which do not fall within the scope of Subparagraph 7.7.3.7.6.5
Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the Contract Documents; and payments made in accordance with legal judgments against the Contractor resulting from such suits or claims and payments of settlements made with the Owner's consent. Such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Contractor's Fee, however. If such royalties, fees and costs are excluded by the last sentence of Subparagraph 3.17.1 of AIA Document A20l-1997 or other provisions of the Contract Documents, they shall not be included in the Cost of the Work.7.6.6
Deposits lost for causes other than the Contractor's negligence or failure to fulfill a specific responsibility to the Owner as set forth in the Contract Documents.7.6.7
Legal mediation and xxxxxx costs, including attorneys' fees, other than those arising from disputes between the Owner and Contractor; reasonably incurred by the Contractor in the performance of the Work and with the Owner's prior written approval, which shall not be unreasonably withheld.7.6.8
Expenses incurred in accordance with the Contractor's standard personnel policy for relocation and temporary living allowances of personnel required for the Work, if approved by the Owner.7.7 Other Costs and Emergencies
7.7.1
Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by the Owner.7.7.2
Costs due to emergencies incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Paragraph 10.6 of AIA Document A20l-l997.7.7.3
Costs of repairing or correcting damaged or nonconforming Work executed by the Contractor, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Contractor and only to the extent that the cost of repair or correction is not recovered by the Contractor from insurance, sureties, Subcontractors or suppliers.ARTICLE 8 COSTS NOT TO BE REIMBURSED
8.1
1. Salaries and other compensation of the Contractor's personnel stationed at the Contractor's principal office or offices other than the site office, except as specifically provided in Subparagraphs 7.2.2 and 7.2.3, or as may be provided in Article 14.
2. Expenses of the Contractor's principal office and offices other than the site office.
3. Overhead and general expenses, except as may be expressly included in Article 7.
4. The Contractor's capital expenses, including interest on the Contractor's capital employed for the Work.
5. Rental costs of machinery and equipment, except as specifically provided in Subparagraph 7.5.2.
6. Except as provided in Subparagraph 7.7.3 of this Agreement, costs due to the negligence or failure to fulfill a specific responsibility of the Contractor, Subcontractors and suppliers or anyone directly or indirectly employed by any of them, or for whose acts any of them may be liable.
7. Any cost not specifically and expressly described in Article 7.
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AIA Document A114 Owner-Contractor Agreement Ó 2001 The American Institute of Architects · Washington, DC · www.aia.org. · WARNING:
Reproduction, unlicensed photocopying or substantial quotation of the material herein without written permission of the AIA violates the
copyright laws of the United States and will subject the violator to legal prosecution. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects' legal counsel, ***@***.
ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS
9.1
Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (1) before making the payment, the Contractor included them in an Application for Payment and received payment therefore from the Owner, or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts shall accrue to the Contractor. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Contractor shall make provisions so that they can be obtained.9.2
Amounts that accrue to the Owner in accordance with the provisions of Paragraph 9.1 shall be credited to the Owner as a deduction from the Cost of the Work.ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS
10.1
Those portions of the Work that the Contractor does not customarily perform with the Contractor's own personnel shall be performed under subcontracts or by other appropriate agreements with the Contractor. The Owner may designate specific persons from whom, or entities from which, the Contractor shall obtain bids. The Contractor shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Architect. The Owner shall then determine, with the advice of the Contractor and Architect, which bids will be accepted. The Contractor shall not be required to contract with anyone to whom there is reasonable objection on the Contractor's part.10.2
Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement and shall not be awarded on the basis of Cost Plus a Fee without the prior consent of the Owner.ARTICLE 11 ACCOUNTING RECORDS
11.1
ARTICLE 12 PAYMENTS
12.1 Progress Payments
12.1.1
12.1.2
The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows:12.1.3
Provided that an Application for Payment is received by the Architect not later thanthe 25th day of a month, the Owner shall make payment to the Contractor not later than
the 25th day of the next month. If an Application for Payment is received by the Architect after the application date fixed
above, payment shall be made by the Owner not later than 30 days after the Architect receives the Application for Payment.
12.1.4
With each Application for Payment, the Contractor shall submit partial release of liens, payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached and any other evidence required by the Owner or Architect to demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or exceed (1) progress payments already received by the Contractor; less (2) that portion of those payments attributable to the Contractor's Fee; plus (3) payrolls for the period covered by the present Application for Payment; plus (4) retainage provided in Clause 12.1.6.2, if any, applicable to prior progress payments.
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AIA Document A114 Owner-Contractor Agreement Ó 2001 The American Institute of Architects · Washington, DC · www.aia.org. · WARNING:
Reproduction, unlicensed photocopying or substantial quotation of the material herein without written permission of the AIA violates the
copyright laws of the United States and will subject the violator to legal prosecution. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects' legal counsel, ***@***.
12.1.5
Applications for Payment shall show the Cost of the Work actually incurred by the Contractor through the end of the period covered by the Application for Payment and for which the Contractor has made or intends to make actual payment prior to the next Application for Payment.12.1.6
Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:1. take the Cost of the Work as described in Article 7;
2. add the Contractor's Fee, less retainage of ten percent ( 10 %). The Contractor's Fee shall be
computed upon the Cost of the Work described in the preceding Clause 12.1.6.1 at the rate stated in Paragraph 5.2; or if the Contractor's Fee is stated as a fixed sum in that paragraph, an amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work in the preceding clause bears to a reasonable estimate of the probable Cost of the Work upon its completion;
3. subtract the aggregate of previous payments made by the Owner;
4. subtract the shortfall, if any, indicated by the Contractor in the documentation required by Subparagraph l2.1.4, or resulting from errors subsequently discovered by the Owner's accountants in such documentation; and
5. subtract amounts, if any, for which the Architect has withheld or withdrawn a Certificate for Payment as provided in the Contract Documents.
12.1.7
Additional retainage, if any, shall be as follows:
See First Addendum
12.1.8
Except with :the Owner's prior approval, payments to Subcontractors shall be subject to retainage of not less than ten percent( 10 %). The Owner and Contractor shall agree on a mutually acceptable procedure for review and approval of payments and retention for Subcontractors.
12.1.9
In taking action on the Contractor's Applications for Payment, the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor and shall not be deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Subparagraph 12.1.4 or other supporting data; that the Architect has made exhaustive or continuous on-site inspections; or that the Architect has made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's accountants acting in the sole interest of the Owner.12.2 Final Payment
12.2.1
1. the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work, as provided in Subparagraph 12.2.2 of AIA Document A20l-l997, and to satisfy other requirements, if any, which extend beyond final payment; and
2. a final Certificate for Payment has been issued by the Architect.
12.2.2
The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows:
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AIA Document A114 Owner-Contractor Agreement Ó 2001 The American Institute of Architects · Washington, DC · www.aia.org. · WARNING:
Reproduction, unlicensed photocopying or substantial quotation of the material herein without written permission of the AIA violates the
copyright laws of the United States and will subject the violator to legal prosecution. To report copyright violations of AIA Contract Documents,
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12.2.3
The Owner's accountants will review and report in writing on the Contractor's final accounting within 30 days after delivery of the final accounting to the Architect by the Contractor. Based upon such Cost of the Work as the Owner's accountants report to be substantiated by the Contractor's final accounting, and provided the other conditions of Subparagraph 12.2.1 have been met, the Architect will, within seven days after receipt of written report of the Owner's accountants, either issue to the Owner a final Certificate for Payment with a copy to the Contractor or notify the Contractor and Owner in writing of the Architect's reasons for withholding a certificate as provided in Subparagraph 9.5.1 of AIA Document ###-###-####. The time periods stated in this Subparagraph 12.2.3 supersede those stated in Subparagraph 9.4.1 of AIA Document ###-###-####.12.2.4
If the Owner's accountants report the Cost of the Work as substantiated by the Contractor's final accounting to be1ess than claimed by the Contractor, the Contractor shall be entitled to demand arbitration of the disputed amount without a further decision of the Architect. Such demand for arbitration shall be made by the Contractor within 30 days after the Contractor's receipt of a copy of the Architect's final Certificate for Payment. Failure to demand arbitration within this 30-day period shall result in the substantiated amount reported by the Owner's accountants becoming binding on the Contractor. Pending a final resolution by arbitration, the Owner shall pay the Contractor the amount certified in the Architect's final Certificate for Payment.12.2.5
If, subsequent to final payment and at the Owner's request, the Contractor incurs costs described in Article 7 and not excluded by Article 8 to correct defective or nonconforming Work, the Owner shall reimburse the Contractor such costs and the Contractor's Fee applicable thereto on the same basis as if such costs had been incurred prior to final payment.ARTICLE 13 TERMINATION OR SUSPENSION
13.1
The Contract maybe terminated by the Contractor, or by the Owner, as provided in Article 14 of AIA Document ###-###-####. However, the amount to be paid to the Contractor under Subparagraph 14.1.3 of AIA Document ###-###-#### shall not exceed the amount the Contractor would be entitled to receive under Paragraph 13.2 below.13.2
The Contract may be terminated by the Owner for cause or for convenience as provided in Article 14 of AIA Document A20l-1997; however, the Owner shall then only pay the Contractor an amount calculated as follows: 1. Take the Cost of the Work incurred by the Contractor to the date of termination;
2. Add the Contractor's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Paragraph 5.2 or, if the Contractor's Fee is stated as a fixed sum in that Paragraph, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and
3. Subtract the aggregate of previous payments made by the Owner.
13.3
The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Subparagraph 13.2.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders.13.4
The Work may be suspended by the Owner as provided in Article 14 of AIA Document ###-###-####; in such case, the Contract Sum and Contract Time shall be increased as provided in Subparagraph 14.3.2 of AIA Document ###-###-####, except that the term "profit" shall be understood to mean the Contractor's Fee as described in Paragraphs 5.2 and 5.3 of this Agreement.
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AIA Document A114 Owner-Contractor Agreement Ó 2001 The American Institute of Architects · Washington, DC · www.aia.org. · WARNING:
Reproduction, unlicensed photocopying or substantial quotation of the material herein without written permission of the AIA violates the
copyright laws of the United States and will subject the violator to legal prosecution. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects' legal counsel, ***@***.
ARTICLE 14 MISCELLANEOUS PROVISIONS
14.1
Where reference is made in this Agreement to a provision of AIA Document ###-###-#### or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents.14.2
Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.(Insert rate of interest agreed upon, if any)
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit law sand other regulations at the Owner's and Contractor's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.)
14.3
The Owner's representative is:(Name, address and other information)
Jim Unverzagt, Vice President Facilities & Property Management
Old National Bank
420 Main St.
Evansville, IN 47702
14.4
The Contractor's representative is:(Name, address and other information)
Dan Hoefling, Vice President Pre-construction & Major Projects
Industria1 Contractors, Inc.
401 N.W. First St.
Evansville, IN 47708
14.5
Neither the Owner's nor the Contractor's representative shall be changed without ten days' written notice to the other party.14.6 Dispute Resolution
14.6.1
(Refer to Paragraphs 4.4 through 4.6 of AIA Document A20I-1997, General Conditions of the Contract for Construction, for specific requirements related to mediation and arbitration provisions.) See first addendum to AIA ###-###-#### for Dispute Resolution
14.7
Other provisions:
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AIA Document A114 Owner-Contractor Agreement Ó 2001 The American Institute of Architects · Washington, DC · www.aia.org. · WARNING:
Reproduction, unlicensed photocopying or substantial quotation of the material herein without written permission of the AIA violates the
copyright laws of the United States and will subject the violator to legal prosecution. To report copyright violations of AIA Contract Documents,
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ARTICLE 15 ENUMERATION OF CONTRACT DOCUMENTS
15.1
The Contract Documents include: 1. The Agreement is this executed 2001 edition of the Standard Form of Agreement Between Owner and Contractor, AIA Document A114.
2. The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction, AIA Document A20l.
3. The Supplementary and other Conditions of the Contract are as follows:
15.1.4
The Specifications and Addenda, if any, are as follows:(Either list here or refer to an exhibit attached to this Agreement)
To be defined by change order.
15.1.5
The drawings are as follows, and are dated unless a different date is shown below:(Either list here or refer to an exhibit attached to this Agreement)
To be defined by change order.
Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 15.
15.1.6
Other documents, if any, forming part of the Contract Documents are as follows:(List here any additional documents, such as a list of allowances or unit prices that are intended to form part of the Contract Documents. AIA Document A20l-l997 provides that bidding requirements, such as advertisement or invitation to bid, Instructions to Bidders, sample forms and the Contractor's bid, are not part of the Contract Documents unless enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.)
Exhibit J - Control Estimate
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AIA Document A114 Owner-Contractor Agreement Ó 2001 The American Institute of Architects · Washington, DC · www.aia.org. · WARNING:
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e-mail The American Institute of Architects' legal counsel, ***@***.
ARTICLE 16 INSURANCE AND BONDS
16.1
The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article 11 of AIA Document ###-###-####.(List required limits of liability for insurance and bonds. AIA Document A201-1997 gives other specific requirements for insurance and bonds.)
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.
OWNER |
| CONTRACTOR |
OLD NATIONAL BANCORP |
| INDUSTRIAL CONTRACTORS, INC. |
|
|
|
/s/ Thomas F. Clayton |
| /s/ Alan Braun |
Thomas F. Clayton |
| Alan Braun |
Executive Vice President |
| Chairman |
Administration & Operations |
| |
|
|
|
(Printed name and title) |
| (Printed name and title) |
CAUTION: You should sign an original AIA Contract Document, on which this text appears in RED. An original assures changes will not be obscured.
&nbs! p;
AIA Document A114 Owner-Contractor Agreement Ó 2001 The American Institute of Architects · Washington, DC · www.aia.org. · WARNING:
Reproduction, unlicensed photocopying or substantial quotation of the material herein without written permission of the AIA violates the
copyright laws of the United States and will subject the violator to legal prosecution. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects' legal counsel, ***@***.
1997 Edition - Electronic Format AIA Document ###-###-#### General Conditions of the Contract for Construction TABLE OF ARTICLES 1. GENERAL PROVISIONS 2. OWNER 3. CONTRACTOR 4. ADMINISTRATION OF THE CONTRACT 5. SUBCONTRACTORS 6. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7. CHANGES IN THE WORK 8. TIME 9. PAYMENTS AND COMPLETION 10. PROTECTION OF PERSONS AND PROPERTY 11. INSURANCE AND BONDS 12. UNCOVERING AND CORRECTION OF WORK 13. MISCELLANEOUS PROVISIONS 14. TERMINATION OR SUSPENSION OF THE CONTRACT THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 1
CONSEQUENCES. CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH
RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
DOCUMENT MAY BE MADE BY USING AIA
DOCUMENT D401.
endorsed by The Associated General
Contractors of America.
INDEX
Acceptance of Nonconforming Work
9.6.6, 9.9.3, 12.3
Acceptance of Work
9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3
Access to Work
3.16, 6.2.1, 12.1
Accident Prevention
4.2.3, 10
Acts and Omissions
3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1,
9.5.1, 10.2.5, 13.4.2, 13.7, 14.1
Addenda
1.1.1, 3.11
Additional Costs, Claims for
4.3.4, 4.3.5, 4.3.6, 6.1.1, 10.3
Additional Inspections and Testing
9.8.3, 12.2.1, 13.5
Additional Time, Claims for
4.3.4, 4.3.7, 8.3.2
ADMINISTRATION OF THE CONTRACT
3.1.3, 4, 9.4, 9.5
Advertisement or Invitation to Bid
1.1.1
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
1000555, which expires on 9/30/2002.
The American Institute of Architects
1735. New York Avenue, N.W.
Washington, D.C. 20006-5292
Aesthetic Effect THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 2
4.2.13, 4.5.1
Allowances
3.8
All-risk Insurance
11.4.1.1
Applications for Payment
4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5,
9.10, 11.1.3, 14.2.4, 14.4.3
Approvals
2.4, 3.1.3, 3.5, 3.10.2, 3.12, 4.2.7, 9.3.2, 13.4.2,
13.5
Arbitration
4.3.3, 4.4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11.4.9,
11.4.10
Architect
4.1
Architect, Definition of
4.1.1
Architect, Extent of Authority
2.4, 3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6,
7.4, 9.2, 9.3.1, 9.4, 9.5, 9.8.3, 9.10.1, 9.10.3, 12.1,
12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4
Architect, Limitations of Authority and
Responsibility
2.1.1, 3.3.3, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1,
4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13,
4.4, 5.2.1, 7.4, 9.4.2, 9.6.4, 9.6.6
Architect's Additional Services and Expenses
2.4, 11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4
Architect's Administration of the Contract
3.1.3, 4.2, 4.3.4, 4.4, 9.4, 9.5
Architect's Approvals
2.4, 3.1.3, 3.5.1, 3.10.2, 4.2.7
Architect's Authority to Reject Work
3.5.1, 4.2.6, 12.1.2, 12.2.1
Architect's Copyright
1.6
Architect's Decisions
4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1,
4.4.5, 4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2,
9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4
Architect's Inspections
4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5
Architect's Instructions
3.2.3, 3.3.1, 4.2.6, 4.2.7, 4.2.8, 7.4.1, 12.1, 13.5.2
Architect's Interpretations
4.2.11, 4.2.12, 4.3.6
Architect's Project Representative
4.2.10
Architect's Relationship with Contractor
1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2,
3.5.1, 3.7.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3,
4.2, 4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2,
9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3,
11.4.7, 12, 13.4.2, 13.5
Architect's Relationship with Subcontractors
1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.4.7
Architect's Representations
9.4.2, 9.5.1, 9.10.1
Architect's Site Visits
4.2.2, 4.2.5, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2,
9.10.1, 13.5
Asbestos
10.3.1
Attorneys' Fees
3.18.1, 9.10.2, 10.3.3
Award of Separate Contracts
6.1.1, 6.1.2
Award of Subcontracts and Other Contracts for
Portions of the Work
5.2
Basic Definitions
1.1
Bidding Requirements
1.1.1, 1.1.7, 5.2.1, 11.5.1
Boiler and Machinery Insurance
11.4.2
Bonds, Lien
9.10.2
Bonds, Performance, and Payment
7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
Building Permit
3.7.1
Capitalization
1.3
Certificate of Substantial Completion
9.8.3, 9.8.4, 9.8.5
Certificates for Payment
4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1,
9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4
Certificates of Inspection, Testing or Approval
13.5.4
Certificates of Insurance
9.10.2, 11.1.3
Change Orders
1.1.1, 2.4.1, 3.4.2, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8,
4.3.4, 4.3.9, 5.2.3, 7.1, 7.2, 7.3, 8.3.1, 9.3.1.1,
9.10.3, 11.4.1.2, 11.4.4, 11.4.9, 12.1.2
Change Orders, Definition of
7.2.1
CHANGES IN THE WORK
3.11, 4.2.8, 7, 8.3.1, 9.3.1.1, 11.4.9
Claim, Definition of
4.3.1
Claims and Disputes
3.2.3, 4.3, 4.4, 4.5, 4.6, 6.1.1, 6.3, 7.3.8, 9.3.3,
9.10.4, 10.3.3
Claims and Timely Assertion of Claims
4.6.5
Claims for Additional Cost
3.2.3, 4.3.4, 4.3.5, 4.3.6, 6.1.1, 7.3.8, 10.3.2
Claims for Additional Time
CONSEQUENCES. CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH
RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
DOCUMENT MAY BE MADE BY USING AIA
DOCUMENT D401.
endorsed by The Associated General
Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
1000555, which expires on 9/30/2002.
The American Institute of Architects
1735. New York Avenue, N.W.
Washington, D.C. 20006-5292
3.2.3, 4.3.4, 4.3.7, 6.1.1, 8.3.2, 10.3.2 1.1.2 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 3
Claims for Concealed or Unknown Conditions
4.3.4
Claims for Damages
3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3,
11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4
Claims Subject to Arbitration
4.4.1, 4.5.1, 4.6.1
Cleaning Up
3.15, 6.3
Commencement of Statutory Limitation Period
13.7
Commencement of the Work, Conditions
Relating to
2.2.1, 3.2.1, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 4.3.5, 5.2.1,
5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.4.1, 11.4.6,
11.5.1
Commencement of the Work, Definition of
8.1.2
Communications Facilitating Contract
Administration
3.9.1, 4.2.4
Completion, Conditions Relating to
1.6.1, 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8,
9.9.1, 9.10, 12.2, 13.7, 14.1.2
COMPLETION, PAYMENTS AND
9
Completion, Substantial
4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3,
9.10.4.2, 12.2, 13.7
Compliance with Laws
1.6.1, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8,
4.6.4, 4.6.6, 9.6.4, 10.2.2, 11.1, 11.4, 13.1, 13.4,
13.5.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3
Concealed or Unknown Conditions
4.3.4, 8.3.1, 10.3
Conditions of the Contract
1.1.1, 1.1.7, 6.1.1, 6.1.4
Consent, Written
1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2,
9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2
CONSTRUCTION BY OWNER OR BY
SEPARATE CONTRACTORS
1.1.4, 6
Construction Change Directive, Definition of
7.3.1
Construction Change Directives
1.1.1, 3.12.8, 4.2.8, 4.3.9, 7.1, 7.3, 9.3.1.1
Construction Schedules, Contractor's
1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Contingent Assignment of Subcontracts
5.4, 14.2.2.2
Continuing Contract Performance
4.3.3
Contract, Definition of
CONTRACT, TERMINATION OR
SUSPENSION OF THE
5.4.1.1, 11.4.9, 14
Contract Administration
3.1.3, 4, 9.4, 9.5
Contract Award and Execution, Conditions
Relating to
3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.4.6, 11.5.1
Contract Documents, The
1.1, 1.2
Contract Documents, Copies Furnished and Use
of
1.6, 2.2.5, 5.3
Contract Documents, Definition of
1.1.1
Contract Sum
3.8, 4.3.4, 4.3.5, 4.4.5, 5.2.3, 7.2, 7.3, 7.4, 9.1,
9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.4.1, 14.2.4,
14.3.2
Contract Sum, Definition of
9.1
Contract Time
4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1.3, 7.3, 7.4, 8.1.1,
8.2, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 14.3.2
Contract Time, Definition of
8.1.1
CONTRACTOR
3
Contractor, Definition of
3.1, 6.1.2
Contractor's Construction Schedules
1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Contractor's Employees
3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2,
10.3, 11.1.1, 11.4.7, 14.1, 14.2.1.1,
Contractor's Liability Insurance
11.1
Contractor's Relationship with Separate
Contractors and Owner's Forces
3.12.5, 3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4
Contractor's Relationship with Subcontractors
1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2,
11.4.1.2, 11.4.7, 11.4.8
Contractor's Relationship with the Architect
1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2,
3.5.1, 3.7.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3,
4.2, 4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2,
9.3, 9.4, .5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3,
11.4.7, 12, 13.4.2, 13.5
Contractor's Representations
1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2
Contractor's Responsibility for Those
Performing the Work
3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1,
10
CONSEQUENCES. CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH
RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
DOCUMENT MAY BE MADE BY USING AIA
DOCUMENT D401.
endorsed by The Associated General
Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
1000555, which expires on 9/30/2002.
The American Institute of Architects
1735. New York Avenue, N.W.
Washington, D.C. 20006-5292
Contractor's Review of Contract Documents 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 4
1.5.2, 3.2, 3.7.3
Contractor's Right to Stop the Work
9.7
Contractor's Right to Terminate the Contract
4.3.10, 14.1
Contractor's Submittals
3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3,
9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.5.2
Contractor's Superintendent
3.9, 10.2.6
Contractor's Supervision and Construction
Procedures
1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3,
6.2.4, 7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14
Contractual Liability Insurance
11.1.1.8, 11.2, 11.3
Coordination and Correlation
1.2, 1.5.2, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1
Copies Furnished of Drawings and
Specifications
1.6, 2.2.5, 3.11
Copyrights
1.6, 3.17
Correction of Work
2.3, 2.4, 3.7.4, 4.2.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1,
12.1.2, 12.2, 13.7.1.3
Correlation and Intent of the Contract
Documents
1.2
Cost, Definition of
7.3.6
Costs
2.4, 3.2.3, 3.7.4, 3.8.2, 3.15.2, 4.3, 5.4.2, 6.1.1,
6.2.3, 7.3.3.3, 7.3.6, 7.3.7, 7.3.8, 9.10.2, 10.3.2,
10.5, 11.3, 11.4, 12.1, 12.2.1, 12.2.4, 13.5, 14
Cutting and Patching
6.2.5, 3.14
Damage to Construction of Owner or Separate
Contractors
3.14.2, 6.2.4, 9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1,
11.4, 12.2.4
Damage to the Work
3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4
Damages, Claims for
3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3,
11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4
Damages for Delay
6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2
Date of Commencement of the Work,
Definition of
8.1.2
Date of Substantial Completion, Definition of
8.1.3
Day, Definition of
8.1.4
Decisions of the Architect
4.4.5, 4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2,
9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4
Decisions to Withhold Certification
9.4.1, 9.5, 9.7, 14.1.1.3
Defective or Nonconforming Work, Acceptance,
Rejection and Correction of
2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6,
9.8.2, 9.9.3, 9.10.4, 12.2.1, 13.7.1.3
Defective Work, Definition of
3.5.1
Definitions
1.1, 2.1.1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1,
4.3.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 7.3.6, 8.1, 9.1, 9.8.1
Delays and Extensions of Time
3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1,
7.4.1, 7.5.1, 8.3, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2
Disputes
4.1.4, 4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8
Documents and Samples at the Site
3.11
Drawings, Definition of
1.1.5
Drawings and Specifications, Use and
Ownership of
1.1.1, 1.3, 2.2.5, 3.11, 5.3
Effective Date of Insurance
8.2.2, 11.1.2
Emergencies
4.3.5, 10.6, 14.1.1.2
Employees, Contractor's
3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2,
10.3, 11.1.1, 11.4.7, 14.1, 14.2.1.1
Equipment, Labor, Materials and
1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1,
4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3,
9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.2
Execution and Progress of the Work
1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3, 3.4, 3.5, 3.7,
3.10, 3.12, 3.14, 4.2.2, 4.2.3, 4.3.3, 6.2.2, 7.1.3,
7.3.4, 8.2, 9.5, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3
Extensions of Time
3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3,
7.4.1, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2
Failure of Payment
4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6
Faulty Work
(See Defective or Nonconforming Work)
Final Completion and Final Payment
4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1,
11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3
Financial Arrangements, Owner's
2.2.1, 13.2.2, 14.1.1.5
Fire and Extended Coverage Insurance
11.4
GENERAL PROVISIONS
CONSEQUENCES. CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH
RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
DOCUMENT MAY BE MADE BY USING AIA
DOCUMENT D401.
endorsed by The Associated General
Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
1000555, which expires on 9/30/2002.
The American Institute of Architects
1735. New York Avenue, N.W.
Washington, D.C. 20006-5292
1 13.6 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7, 14 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 5
Governing Law
13.1
Guarantees (See Warranty)
Hazardous Materials
10.2.4, 10.3, 10.5
Identification of Contract Documents
1.5.1
Identification of Subcontractors and Suppliers
5.2.1
Indemnification
3.17, 3.18, 9.10.2, 10.3.3, 10.5, 11.4.1.2, 11.4.7
Information and Services Required of the Owner
2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3,
6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3,
10.3.3, 11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4
Injury or Damage to Person or Property
4.3.8, 10.2, 10.6
Inspections
3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.2,
9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.5
Instructions to Bidders
1.1.1
Instructions to the Contractor
3.2.3, 3.3.1, 3.8.1, 4.2.8, 5.2.1, 7, 12, 8.2.2, 13.5.2
Insurance
3.18.1, 6.1.1, 7.3.6, 8.2.1, 9.3.2, 9.8.4, 9.9.1,
9.10.2, 9.10.5, 11
Insurance, Boiler and Machinery
11.4.2
Insurance, Contractor's Liability
11.1
Insurance, Effective Date of
8.2.2, 11.1.2
Insurance, Loss of Use
11.4.3
Insurance, Owner's Liability
11.2
Insurance, Project Management Protective
Liability
11.3
Insurance, Property
10.2.5, 11.4
Insurance, Stored Materials
9.3.2, 11.4.1.4
INSURANCE AND BONDS
11
Insurance Companies, Consent to Partial
Occupancy
9.9.1, 11.4.1.5
Insurance Companies, Settlement with
11.4.10
Intent of the Contract Documents
1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4
Interest
1.2.3, 1.4, 4.1.1, 4.3.1, 5.1, 6.1.2, 8.1.4
Interpretations, Written
4.2.11, 4.2.12, 4.3.6
Joinder and Consolidation of Claims Required
4.6.4
Judgment on Final Award
4.6.6
Labor and Materials, Equipment
1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13,
3.15.1, 42.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3,
9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.2
Labor Disputes
8.3.1
Laws and Regulations
1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6,
9.6.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,
13.5.2, 13.6, 14
Liens
2.1.2, 4.4.8, 8.2.2, 9.3.3, 9.10
Limitation on Consolidation or Joinder
4.6.4
Limitations, Statutes of
4.6.3, 12.2.6, 13.7
Limitations of Liability
2.3, 3.2.1, 3.5.1, 3.7.3, 3.12.8, 3.12.10, 3.17, 3.18,
4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7,
9.10.4, 10.3.3, 10.2.5, 11.1.2, 11.2.1, 11.4.7, 12.2.5,
13.4.2
Limitations of Time
2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1,
4.2.7, 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3,
7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8,
Loss of Use Insurance
11.4.3
Material Suppliers
1.6, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6,
9.10.5
Materials, Hazardous
10.2.4, 10.3, 10.5
Materials, Labor, Equipment and
1.1.3, 1.1.6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13,
3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3,
9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.2
Means, Methods, Techniques, Sequences and
Procedures of Construction
3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2
Mechanic's Lien
4.4.8
Mediation
4.4.1, 4.4.5, 4.4.6, 4.4.8, 4.5, 4.6.1, 4.6.2, 8.3.1,
10.5
Minor Changes in the Work
CONSEQUENCES. CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH
RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
DOCUMENT MAY BE MADE BY USING AIA
DOCUMENT D401.
endorsed by The Associated General
Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
1000555, which expires on 9/30/2002.
The American Institute of Architects
1735. New York Avenue, N.W.
Washington, D.C. 20006-5292
1.1.1, 3.12.8, 4.2.8, 4.3.6, 7.1, 7.4 11.2 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 6
MISCELLANEOUS PROVISIONS
13
Modifications, Definition of
1.1.1
Modifications to the Contract
1.1.1, 1.1.2, 3.7.3, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1,
9.7, 10.3.2, 11.4.1
Mutual Responsibility
6.2
Nonconforming Work, Acceptance of
9.6.6, 9.9.3, 12.3
Nonconforming Work, Rejection and
Correction of
2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.8.2, 9.9.3,
9.10.4, 12.2.1, 13.7.1.3
Notice
2.2.1, 2.3, 2.4, 3.2.3, 3.3.1, 3.7.2, 3.7.4, 3.12.9, 4.3,
4.4.8, 4.6.5, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 11.1.3,
11.4.6, 12.2.2, 12.2.4, 13.3, 13.5.1, 13.5.2, 14.1, 14.2
Notice, Written
2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8,
4.6.5, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3,
11.4.6, 12.2.2, 12.2.4, 13.3, 14
Notice of Testing and Inspections
13.5.1, 13.5.2
Notice to Proceed
8.2.2
Notices, Permits, Fees and
2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2
Observations, Contractor's
1.5.2, 3.2, 3.7.3, 4.3.4
Occupancy
2.2.2, 9.6.6, 9.8, 11.4.1.5
Orders, Written
1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2,
13.5.2, 14.3.1
OWNER
2
Owner, Definition of
2.1
Owner, Information and Services Required of
the
2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3,
6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3,
10.3.3, 11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4
Owner's Authority
1.6, 2.1.1, 2.3, 2.4, 3.4.2, 3.8.1, 3.12.10, 3.14.2,
4.1.2, 4.1.3, 4.2.4, 4.2.9, 4.3.6, 4.4.7, 5.2.1, 5.2.4,
5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2,
9.5.1, 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.1, 11.4.3,
11.4.10, 12.2.2, 12.3.1, 13.2.2, 14.3, 14.4
Owner's Financial Capability
2.2.1, 13.2.2, 14.1.1.5
Owner's Liability Insurance
Owner's Loss of Use Insurance
11.4.3
Owner's Relationship with Subcontractors
1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2
Owner's Right to Carry Out the Work
2.4, 12.2.4. 14.2.2.2
Owner's Right to Clean Up
6.3
Owner's Right to Perform Construction and to
Award Separate Contracts
6.1
Owner's Right to Stop the Work
2.3
Owner's Right to Suspend the Work
14.3
Owner's Right to Terminate the Contract
14.2
Ownership and Use of Drawings, Specifications
and Other Instruments of Service
1.1.1, 1.6, 2.2.5, 3.2.1, 3.11.1, 3.17.1, 4.2.12, 5.3
Partial Occupancy or Use
9.6.6, 9.9, 11.4.1.5
Patching, Cutting and
3.14, 6.2.5
Patents
3.17
Payment, Applications for
4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1,
9.8.5, 9.10.1, 9.10.3, 9.10.5, 11.1.3, 14.2.4, 14.4.3
Payment, Certificates for
4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1,
9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4
Payment, Failure of
4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6
Payment, Final
4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1,
11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3
Payment Bond, Performance Bond and
7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
Payments, Progress
4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3
PAYMENTS AND COMPLETION
9
Payments to Subcontractors
5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8,
14.2.1.2
PCB
10.3.1
Performance Bond and Payment Bond
7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
Permits, Fees and Notices
2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2
PERSONS AND PROPERTY, PROTECTION
CONSEQUENCES. CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH
RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
DOCUMENT MAY BE MADE BY USING AIA
DOCUMENT D401.
endorsed by The Associated General
Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
1000555, which expires on 9/30/2002.
The American Institute of Architects
1735. New York Avenue, N.W.
Washington, D.C. 20006-5292
OF Samples by Contractor THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 7
10
Polychlorinated Biphenyl
10.3.1
Product Data, Definition of
3.12.2
Product Data and Samples, Shop Drawings
3.11, 3.12, 4.2.7
Progress and Completion
4.2.2, 4.3.3, 8.2, 9.8, 9.9.1, 14.1.4
Progress Payments
4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3
Project, Definition of the
1.1.4
Project Management Protective Liability
Insurance
11.3
Project Manual, Definition of the
1.1.7
Project Manuals
2.2.5
Project Representatives
4.2.10
Property Insurance
10.2.5, 11.4
PROTECTION OF PERSONS AND PROPERTY
10
Regulations and Laws
1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6,
9.6.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,
13.5.2, 13.6, 14
Rejection of Work
3.5.1, 4.2.6, 12.2.1
Releases and Waivers of Liens
9.10.2
Representations
1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1,
9.8.2, 9.10.1
Representatives
2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.10, 5.1.1, 5.1.2,
13.2.1
Resolution of Claims and Disputes
4.4, 4.5, 4.6
Responsibility for Those Performing the Work
3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1,
10
Retainage
9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3
Review of Contract Documents and Field
Conditions by Contractor
1.5.2, 3.2, 3.7.3, 3.12.7, 6.1.3
Review of Contractor's Submittals by Owner and
Architect
3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2
Review of Shop Drawings, Product Data and
3.12
Rights and Remedies
1.1.2, 2.3, 2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4, 4.5, 4.6,
5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3,
12.2.2, 12.2.4, 13.4, 14
Royalties, Patents and Copyrights
3.17
Rules and Notices for Arbitration
4.6.2
Safety of Persons and Property
10.2, 10.6
Safety Precautions and Programs
3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.6
Samples, Definition of
3.12.3
Samples, Shop Drawings, Product Data and
3.11, 3.12, 4.2.7
Samples at the Site, Documents and
3.11
Schedule of Values
9.2, 9.3.1
Schedules, Construction
1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Separate Contracts and Contractors
1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.4, 6, 8.3.1,
11.4.7, 12.1.2, 12.2.5
Shop Drawings, Definition of
3.12.1
Shop Drawings, Product Data and Samples
3.11, 3.12, 4.2.7
Site, Use of
3.13, 6.1.1, 6.2.1
Site Inspections
1.2.2, 3.2.1, 3.3.3, 3.7.1, 4.2, 4.3.4, 9.4.2, 9.10.1,
13.5
Site Visits, Architect's
4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5
Special Inspections and Testing
4.2.6, 12.2.1, 13.5
Specifications, Definition of the
1.1.6
Specifications, The
1.1.1, 1.1.6, 1.1.7, 1.2.2, 1.6, 3.11, 3.12.10, 3.17
Statute of Limitations
4.6.3, 12.2.6, 13.7
Stopping the Work
2.3, 4.3.6, 9.7, 10.3, 14.1
Stored Materials
6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4
Subcontractor, Definition of
5.1.1
SUBCONTRACTORS
5
Subcontractors, Work by
CONSEQUENCES. CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH
RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
DOCUMENT MAY BE MADE BY USING AIA
DOCUMENT D401.
endorsed by The Associated General
Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
1000555, which expires on 9/30/2002.
The American Institute of Architects
1735. New York Avenue, N.W.
Washington, D.C. 20006-5292
1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, CONTRACT THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 8
9.6.7
Subcontractual Relations
5.3, 5.4, 9.3.1.2, 9.6, 9.10 10.2.1, 11.4.7, 11.4.8,
14.1, 14.2.1, 14.3.2
Submittals
1.6, 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2,
9.3, 9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3
Subrogation, Waivers of
6.1.1, 11.4.5, 11.4.7
Substantial Completion
4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3,
9.10.4.2, 12.2, 13.7
Substantial Completion, Definition of
9.8.1
Substitution of Subcontractors
5.2.3, 5.2.4
Substitution of Architect
4.1.3
Substitutions of Materials
3.4.2, 3.5.1, 7.3.7
Sub-subcontractor, Definition of
5.1.2
Subsurface Conditions
4.3.4
Successors and Assigns
13.2
Superintendent
3.9,10.2.6
Supervision and Construction Procedures
1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3,
6.2.4, 7.1.3, 7.3.6, 8.2, 8.3.1, 9.4.2, 10, 12, 14
Surety
4.4.7, 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2
Surety, Consent of
9.10.2, 9.10.3
Surveys
2.2.3
Suspension by the Owner for Convenience
14.4
Suspension of the Work
5.4.2, 14.3
Suspension or Termination of the Contract
4.3.6, 5.4.1.1, 11.4.9, 14
Taxes
3.6, 3.8.2.1, 7.3.6.4
Termination by the Contractor
4.3.10, 14.1
Termination by the Owner for Cause
4.3.10, 5.4.1.1, 14.2
Termination of the Architect
4.1.3
Termination of the Contractor
14.2.2
TERMINATION OR SUSPENSION OF THE
14
Tests and Inspections
3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2,
9.10.1, 10.3.2, 11.4.1.1, 12.2.1,13.5
TIME
8
Time, Delays and Extensions of
3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1,
7.4.1, 7.5.1, 8.3, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2
Time Limits
2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1,
4.2, 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3,
7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8,
9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5,
13.7, 14
Time Limits on Claims
4.3.2, 4.3.4, 4.3.8, 4.4, 4.5, 4.6
Title to Work
9.3.2, 9.3.3
UNCOVERING AND CORRECTION OF
WORK
12
Uncovering of Work
12.1
Unforeseen Conditions
4.3.4, 8.3.1, 10.3
Unit Prices
4.3.9, 7.3.3.2
Use of Documents
1.1.1, 1.6, 2.2.5, 3.12.6, 5.3
Use of Site
3.13, 6.1.1, 6.2.1
Values, Schedule of
9.2, 9.3.1
Waiver of Claims by the Architect
13.4.2
Waiver of Claims by the Contractor
4.3.10, 9.10.5, 11.4.7, 13.4.2
Waiver of Claims by the Owner
4.3.10, 9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7,
12.2.2.1, 13.4.2, 14.2.4
Waiver of Consequential Damages
4.3.10, 14.2.4
Waiver of Liens
9.10.2, 9.10.4
Waivers of Subrogation
6.1.1, 11.4.5, 11.4.7
Warranty
3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4,
12.2.2, 13.7.1.3
Weather Delays
4.3.7.2
Work, Definition of
1.1.3
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GENERAL CONDITIONS OF THE
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American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
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Written Consent 1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 11.4.6, 12.2.2, 12.2.4, 13.3, 14 ARTICLE 1 GENERAL PROVISIONS 1.1 BASIC DEFINITIONS 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter the Agreement), Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include other documents such as bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid or portions of Addenda relating to bidding requirements). 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and Contractor, (2) between the Owner and a Subcontractor or Sub-subcontractor, (3) between the Owner and Architect or (4) between any persons or entities other than the Owner and Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. 1.1.3 THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. 1.1.4 THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors. 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 9
9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2
Written Interpretations
4.2.11, 4.2.12, 4.3.6
Written Notice
2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8,
4.6.5, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3,
Written Orders
1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2,
13.5.2, 14.3.1
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GENERAL CONDITIONS OF THE
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American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
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1.1.7 THE PROJECT MANUAL The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications. 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS 1.2.1 1.2.2 1.2.3 1.3 CAPITALIZATION 1.3.1 1.4 INTERPRETATION 1.4.1 1.5 EXECUTION OF CONTRACT DOCUMENTS 1.5.1 1.5.2 1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER 1.6.1 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 10
INSTRUMENTS OF SERVICE
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GENERAL CONDITIONS OF THE
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American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
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The American Institute of Architects
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Washington, D.C. 20006-5292
The Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub-subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect's consultants. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Dr! awings, Specifications and other documents prepared by the Architect and the Architect's consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' copyrights or other reserved rights. ARTICLE 2 OWNER 2.1 GENERAL 2.1.1 2.1.2 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 2.2.1 2.2.2 2.2.3 2.2.4 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 11
CONSEQUENCES. CONSULTATION WITH AN
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GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
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2.2.5 2.3 OWNER'S RIGHT TO STOP THE WORK 2.3.1 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK 2.4.1 ARTICLE 3 CONTRACTOR 3.1 GENERAL 3.1.1 3.1.2 3.1.3 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY 3.2.1 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 12
CONTRACTOR
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GENERAL CONDITIONS OF THE
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American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
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3.2.2 3.2.3 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1 3.3.2 3.3.3 3.4 LABOR AND MATERIALS 3.4.1 3.4.2 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 13
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GENERAL CONDITIONS OF THE
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American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
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3.4.3 3.5 WARRANTY 3.5.1 3.6 TAXES 3.6.1 3.7 PERMITS, FEES AND NOTICES 3.7.1 3.7.2 3.7.3 3.7.4 3.8 ALLOWANCES 3.8.1 3.8.2 1. THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 14
2. Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances;
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GENERAL CONDITIONS OF THE
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American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
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3. 3.8.3 3.9 SUPERINTENDENT 3.9.1 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 3.10.2 3.10.3 3.11 DOCUMENTS AND SAMPLES AT THE SITE 3.11.1 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 3.12.1 3.12.2 3.12.3 3.12.4 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 15
CONSEQUENCES. CONSULTATION WITH AN
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GENERAL CONDITIONS OF THE
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American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
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Contract Documents. Review by the Architect is subject to the limitations of Subparagraph 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals which are not required by the Contract Documents may be returned by the Architect without action. 3.12.5 3.12.6 3.12.7 3.12.8 3.12.9 3.12.10 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 16
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GENERAL CONDITIONS OF THE
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American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
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for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents. 3.13 USE OF SITE 3.13.1 3.14 CUTTING AND PATCHING 3.14.1 3.14.2 3.15 CLEANING UP 3.15.1 3.15.2 3.16 ACCESS TO WORK 3.16.1 3.17 ROYALTIES, PATENTS AND COPYRIGHTS 3.17.1 3.18 INDEMNIFICATION 3.18.1 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 17
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GENERAL CONDITIONS OF THE
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American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
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indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Paragraph 3.18. 3.18.2 ARTICLE 4 ADMINISTRATION OF THE CONTRACT 4.1 ARCHITECT 4.1.1 4.1.2 4.1.3 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT 4.2.1 4.2.2 4.2.3 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 18
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GENERAL CONDITIONS OF THE
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American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
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4.2.4 Communications Facilitating Contract Administration. 4.2.5 4.2.6 4.2.7 4.2.8 4.2.9 4.2.10 4.2.11 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 19
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GENERAL CONDITIONS OF THE
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American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
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compliance with this Paragraph 4.2, then delay shall not be recognized on account of failure by the Architect to furnish such interpretations until 15 days after written request is made for them. 4.2.12 4.2.13 4.3 CLAIMS AND DISPUTES 4.3.1 Definition 4.3.2 Time Limits on Claims. 4.3.3 Continuing Contract Performance. 4.3.4 Claims for Concealed or Unknown Conditions. 4.3.5 Claims for Additional Cost. THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 20
CONSEQUENCES. CONSULTATION WITH AN
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GENERAL CONDITIONS OF THE
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American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
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4.3.6 4.3.7 Claims for Additional Time 4.3.7.1 4.3.7.2 4.3.8 Injury or Damage to Person or Property. 4.3.9 4.3.10 Claims for Consequential Damages. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Subparagraph 4.3.10 shall be deemed to preclude an award of liquidated direct damages, when applicable, in accordance with the requirements of the Contract Documents. 4.4 RESOLUTION OF CLAIMS AND DISPUTES 4.4.1 Decision of Architect. THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 21
.1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and
.2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work.
CONSEQUENCES. CONSULTATION WITH AN
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MODIFICATION. AUTHENTICATION OF THIS
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AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
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Washington, D.C. 20006-5292
Architect. The Architect will not decide disputes between the Contractor and persons or entities other than the Owner. 4.4.2 4.4.3 4.4.4 4.4.5 4.4.6 4.4.7 4.4.8 4.5 MEDIATION 4.5.1 4.5.2 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 22
CONSEQUENCES. CONSULTATION WITH AN
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RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
DOCUMENT MAY BE MADE BY USING AIA
DOCUMENT D401.
endorsed by The Associated General
Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
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The American Institute of Architects
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Washington, D.C. 20006-5292
Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to the Contract and with the American Arbitration Association. The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 4.5.3 4.6 ARBITRATION 4.6.1 4.6.2 4.6.3 4.6.4 Limitation on Consolidation or Joinder. 4.6.5 Claims and Timely Assertion of Claims. 4.6.6 Judgment on Final Award. THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 23
CONSEQUENCES. CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH
RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
DOCUMENT MAY BE MADE BY USING AIA
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Contractors of America.
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AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
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The American Institute of Architects
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Washington, D.C. 20006-5292
ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 5.1.2 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF 5.2.1 5.2.2 5.2.3 5.2.4 5.3 SUBCONTRACTUAL RELATIONS 5.3.1 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 24
THE WORK
CONSEQUENCES. CONSULTATION WITH AN
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MODIFICATION. AUTHENTICATION OF THIS
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endorsed by The Associated General
Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
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The American Institute of Architects
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Washington, D.C. 20006-5292
which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 5.4.2 ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD 6.1.1 6.1.2 6.1.3 6.1.4 6.2 MUTUAL RESPONSIBILITY 6.2.1 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 25
.1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Paragraph 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcontractor and Contractor in writing; and
.2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract.
SEPARATE CONTRACTS
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AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
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The American Institute of Architects
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Washington, D.C. 20006-5292
6.2.2 6.2.3 6.2.4 6.2.5 6.3 OWNER'S RIGHT TO CLEAN UP 6.3.1 ARTICLE 7 CHANGES IN THE WORK 7.1 GENERAL 7.1.1 7.1.2 7.1.3 7.2 CHANGE ORDERS 7.2.1 1. change in the Work; 7.2.2 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 26
2. the amount of the adjustment, if any, in the Contract Sum; and
3. the extent of the adjustment, if any, in the Contract Time.
CONSEQUENCES. CONSULTATION WITH AN
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AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
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The American Institute of Architects
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Washington, D.C. 20006-5292
7.3 CONSTRUCTION CHANGE DIRECTIVES 7.3.1 7.3.2 7.3.3 7.3.4 7.3.5 7.3.6 7.3.7 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 27
1. mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation;
2. unit prices stated in the Contract Documents or subsequently agreed upon;
3. cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or
4. as provided in Subparagraph 7.3.6.
1. costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance;
2. costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed;
3. rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others;
4. costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and
5. additional costs of supervision and field office personnel directly attributable to the change.
CONSEQUENCES. CONSULTATION WITH AN
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MODIFICATION. AUTHENTICATION OF THIS
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 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
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Washington, D.C. 20006-5292
involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. 7.3.8 7.3.9 7.4 MINOR CHANGES IN THE WORK 7.4.1 ARTICLE 8 TIME 8.1 DEFINITIONS 8.1.1 8.1.2 8.1.3 8.1.4 8.2 PROGRESS AND COMPLETION 8.2.1 8.2.2 8.2.3 8.3 DELAYS AND EXTENSIONS OF TIME THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 28
CONSEQUENCES. CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH
RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
DOCUMENT MAY BE MADE BY USING AIA
DOCUMENT D401.
endorsed by The Associated General
Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
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The American Institute of Architects
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Washington, D.C. 20006-5292
8.3.1 8.3.2 8.3.3 ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM 9.1.1 9.2 SCHEDULE OF VALUES 9.2.1 9.3 APPLICATIONS FOR PAYMENT 9.3.1 9.3.1.1 9.3.1.2 9.3.2 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 29
CONSEQUENCES. CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH
RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
DOCUMENT MAY BE MADE BY USING AIA
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endorsed by The Associated General
Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
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The American Institute of Architects
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Washington, D.C. 20006-5292
9.3.3 9.4 CERTIFICATES FOR PAYMENT 9.4.1 9.4.2 9.5 DECISIONS TO WITHHOLD CERTIFICATION 9.5.1 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 30
1. defective Work not remedied;
2. third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor;
3. failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment;
4. reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;
5. damage to the Owner or another contractor;
CONSEQUENCES. CONSULTATION WITH AN
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RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
DOCUMENT MAY BE MADE BY USING AIA
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Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
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The American Institute of Architects
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Washington, D.C. 20006-5292
6. 9.5.2 9.6 PROGRESS PAYMENTS 9.6.1 9.6.2 9.6.3 9.6.4 9.6.5 9.6.6 9.6.7 9.7 FAILURE OF PAYMENT 9.7.1 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 31
7. persistent failure to carry out the Work in accordance with the Contract Documents.
CONSEQUENCES. CONSULTATION WITH AN
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MODIFICATION. AUTHENTICATION OF THIS
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AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
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The American Institute of Architects
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Washington, D.C. 20006-5292
Contractor's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Contract Documents. 9.8 SUBSTANTIAL COMPLETION 9.8.1 9.8.2 9.8.3 9.8.4 9.8.5 9.9 PARTIAL OCCUPANCY OR USE 9.9.1 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 32
CONSEQUENCES. CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH
RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
DOCUMENT MAY BE MADE BY USING AIA
DOCUMENT D401.
endorsed by The Associated General
Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
1000555, which expires on 9/30/2002.
The American Institute of Architects
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Washington, D.C. 20006-5292
9.9.2 9.9.3 9.10 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 9.10.2 9.10.3 9.10.4 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 33
1. liens, Claims, security interests or encumbrances arising out of the Contract and unsettled;
CONSEQUENCES. CONSULTATION WITH AN
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RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
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AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
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The American Institute of Architects
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Washington, D.C. 20006-5292
2. 9.10.5 ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 SAFETY PRECAUTIONS AND PROGRAMS 10.1.1 10.2 SAFETY OF PERSONS AND PROPERTY 10.2.1 10.2.2 10.2.3 10.2.4 10.2.5 10.2.6 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 34
3. terms of special warranties required by the Contract Documents.
1. employees on the Work and other persons who may be affected thereby;
2. the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub-subcontractors; and
3. other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction.
CONSEQUENCES. CONSULTATION WITH AN
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MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
DOCUMENT MAY BE MADE BY USING AIA
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 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
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The American Institute of Architects
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Washington, D.C. 20006-5292
10.2.7 10.3 HAZARDOUS MATERIALS 10.3.1 10.3.2 10.3.3 10.4 10.5 10.6 EMERGENCIES 10.6.1 ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S LIABILITY INSURANCE THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 35
CONSEQUENCES. CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH
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MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
DOCUMENT MAY BE MADE BY USING AIA
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endorsed by The Associated General
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 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
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The American Institute of Architects
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Washington, D.C. 20006-5292
11.1.1 1. 11.1.2 11.1.3 11.2 OWNER'S LIABILITY INSURANCE 11.2.1 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE 11.3.1 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 36
2. claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees;
3. claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees;
4. claims for damages insured by usual personal injury liability coverage;
5. claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom;
6. claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle;
7. claims for bodily injury or property damage arising out of completed operations; and
8. claims involving contractual liability insurance applicable to the Contractor's obligations under Paragraph 3.18.
CONSEQUENCES. CONSULTATION WITH AN
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MODIFICATION. AUTHENTICATION OF THIS
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DOCUMENT MAY BE MADE BY USING AIA
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endorsed by The Associated General
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 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
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The American Institute of Architects
1735. New York Avenue, N.W.
Washington, D.C. 20006-5292
11.3.2 11.3.3 11.4 PROPERTY INSURANCE 11.4.1 11.4.1.1 11.4.1.2 11.4.1.3 11.4.1.4 11.4.1.5 11.4.2 Boiler and Machinery Insurance. THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 37
CONSEQUENCES. CONSULTATION WITH AN
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RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
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endorsed by The Associated General
Contractors of America.
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AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
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the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
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The American Institute of Architects
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Washington, D.C. 20006-5292
Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds. 11.4.3 Loss of Use Insurance. 11.4.4 11.4.5 11.4.6 11.4.7 Waivers of Subrogation 11.4.8 11.4.9 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 38
CONSEQUENCES. CONSULTATION WITH AN
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 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
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The American Institute of Architects
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Washington, D.C. 20006-5292
cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or in accordance with an arbitration award in which case the procedure shall be as provided in Paragraph 4.6. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. 11.4.10 11.5 PERFORMANCE BOND AND PAYMENT BOND 11.5.1 11.5.2 ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 12.1.2 12.2 CORRECTION OF WORK 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION 12.2.1.1 12.2.2 AFTER SUBSTANTIAL COMPLETION 12.2.2.1 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 39
CONSEQUENCES. CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH
RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
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endorsed by The Associated General
Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
1000555, which expires on 9/30/2002.
The American Institute of Architects
1735. New York Avenue, N.W.
Washington, D.C. 20006-5292
correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Paragraph 2.4. 12.2.2.2 12.2.2.3 12.2.3 12.2.4 12.2.5 12.3 ACCEPTANCE OF NONCONFORMING WORK 12.3.1 ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 GOVERNING LAW 13.1.1 13.2 SUCCESSORS AND ASSIGNS 13.2.1 13.2.2 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 40
CONSEQUENCES. CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH
RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
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endorsed by The Associated General
Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
1000555, which expires on 9/30/2002.
The American Institute of Architects
1735. New York Avenue, N.W.
Washington, D.C. 20006-5292
shall assume the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. 13.3 WRITTEN NOTICE 13.3.1 13.4 RIGHTS AND REMEDIES 13.4.1 13.4.2 13.5 TESTS AND INSPECTIONS 13.5.1 13.5.2 13.5.3 13.5.4 13.5.5 13.5.6 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 41
CONSEQUENCES. CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH
RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
ELECTRONICALLY DRAFTED AIA
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endorsed by The Associated General
Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
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The American Institute of Architects
1735. New York Avenue, N.W.
Washington, D.C. 20006-5292
13.6 INTEREST 13.6.1 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD 13.7.1 ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERMINATION BY THE CONTRACTOR 14.1.1 1. 14.1.2 14.1.3 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 42
1. Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of Substantial Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such date of Substantial Completion;
2. Between Substantial Completion and Final Certificate for Payment. As to acts or failures to act occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of issuance of the final Certificate for Payment; and
3. After Final Certificate for Payment. As to acts or failures to act occurring after the relevant date of issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of any act or failure to act by the Contractor pursuant to any Warranty provided under Paragraph 3.5, the date of any correction of the Work or failure to correct the Work by the Contractor under Paragraph 12.2, or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner, whichever occurs last.
2. an act of government, such as a declaration of national emergency which requires all Work to be stopped;
3. because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Subparagraph 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or
4. the Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Subparagraph 2.2.1.
CONSEQUENCES. CONSULTATION WITH AN
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RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
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endorsed by The Associated General
Contractors of America.
 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
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the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
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The American Institute of Architects
1735. New York Avenue, N.W.
Washington, D.C. 20006-5292
recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead, profit and damages. 14.1.4 14.2 TERMINATION BY THE OWNER FOR CAUSE 14.2.1 1. 14.2.3 14.2.4 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE 14.3.1 14.3.2 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The 43
1. persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials;
2. fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors;
3. persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or
4. otherwise is guilty of substantial breach of a provision of the Contract Documents.
14.2.2 When any of the above reasons exist, the Owner, upon certification by the Architect that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety:
2. accept assignment of subcontracts pursuant to Paragraph 5.4; and
3. finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work.
CONSEQUENCES. CONSULTATION WITH AN
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RESPECT TO ITS COMPLETION OR
MODIFICATION. AUTHENTICATION OF THIS
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endorsed by The Associated General
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 ! ;
AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
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the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
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The American Institute of Architects
1735. New York Avenue, N.W.
Washington, D.C. 20006-5292
1. 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE 14.4.1 14.4.2 14.4.3 THIS DOCUMENT HAS IMPORTANT LEGAL This document has been approved and [GRAPHIC OMITTED] Ó 1997 AIAÒ Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The
2. that an equitable adjustment is made or denied under another provision of the Contract.
1. cease operations as directed by the Owner in the notice;
2. take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and
3. except for Work directed to be 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.
CONSEQUENCES. CONSULTATION WITH AN
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AIA DOCUMENT ###-###-####
GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION
American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates the copyright laws of the United
States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution, This document was electronically produced
with permission of the AIA and can be reproduced in accordance with your license without violation until
the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number
1000555, which expires on 9/30/2002.
The American Institute of Architects
1735. New York Avenue, N.W.
Washington, D.C. 20006-5292
44
FIRST ADDENDUM TO STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND CONTRACTOR
This supplement is being attached to and hereby made a part thereof that certain standard form of agreement between the owner and the contractor, AIA Document A114, 2001 edition (the Agreement) made and entered into by and between OLD NATIONAL BANCORP (the Owner) and INDUSTRIAL CONTRACTORS, INC. (the Contractor), for the purpose of modifying, supplementing and amending certain terms and conditions of the agreement.
ARTICLE 2: THE WORK OF THIS CONTRACT
Insert the following as new Paragraph 2.2:
2.2 Waiver of Liens. In addition to any other required items, each monthly payment claim submitted by the Contractor to the Owner shall be accompanied by a current Sworn Statement from Contractor setting forth all subcontractors and materialmen with whom Contractor has subcontracted, the amount of such subcontract, the amount requested for any subcontractor or materialmen in the monthly payment claim and the amount to be paid to contractor from such monthly payment claim, together with a current, duly executed Acknowledgment and Waiver of Lien Rights in substantially the same form and content attached hereto as Attachment A H@ and incorporated herein by reference (A Lien Waiver@ ) from Contractor establishing receipt of payment or satisfaction of the payment requested by Contractor in the current monthly payment claim and waiving any mechanic's lien or materialmen's liens ("Liens") relating to the amount to be paid to Contractor from such monthly payment claim. Each monthly payment claim submitted by Contractor to Owner shall also be accompanied by a current, duly executed Lien Waiver from all subcontractors, materialmen, suppliers, and when appropriate, from lower tier subcontractors, establishing receipt of payment or satisfaction of payment of all amounts requested on behalf of such entities in the immediately preceding monthly payment claim and waiving any liens from such entities relating to the amounts requested on behalf of such entities in such immediately preceding monthly payment claim.
IN THE EVENT THAT ANY SUCH LIEN SHALL NEVERTHELESS BE FILED RELATING TO ANY AMOUNTS FOR WHICH SWORN STATEMENTS AND LIEN WAIVERS HAVE BEEN OBTAINED FROM CONSTRUCTION MANAGER, THE SUBCONTRACTORS, MATERIALMEN, SUPPLIERS AND, WHEN APPROPRIATE, FROM LOWER TIER SUBCONTRACTORS, CONTRACTOR AGREES TO TAKE ALL STEPS NECESSARY AND PROPER FOR THE RELEASE AND DISCHARGE OF SUCH LIEN IN THE MANNER REQUIRED BY LAW IN THE STATE IN WHICH THE LIEN HAS BEEN FILED ON RECEIPT OF DEMAND FROM OWNER, AND IN DEFAULT OF PERFORMING SUCH OBLIGATION, AGREES TO REIMBURSE OWNER, ON DEMAND, FOR ALL MONIES PAID BY OWNER IN THE RELEASING, SATISFYING AND DISCHARGING OF SUCH LIENS, INCLUDING REASONABLE ATTORNEY'S FEES AS DISBURSEMENTS. CONTRACTOR AGREES TO SUPPLY EACH SUBCONTRACTOR A COPY OF THIS PROVISION.
ARTICLE 7: COSTS TO BE REIMBURSED
7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items
Delete Subparagraph 7.5.1 in its entirety, highlighted below for convenience, regarding items not fully consumed and substitute the following:
"7.5.1 Costs, including transportation and storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers, that are provided by the Contractor at the site and fully consumed in the performance of the Work; and cost (less salvage value) of such items if not fully consumed, whether sold to others or retained by the Contractor. Cost for items previously used by the Contractor shall mean fair market value."
"7.5.1 Cost, including transportation and maintenance, of all materials, supplies, equipment, temporary facilities and hand tools (not owned by the workers) consumed in the performance of the Work. Small tools and consumables as defined by Attachment "C" will be reimbursed to Contractor at a rate of $2.20 per hour."
ARTICLE 9: DISCOUNTS, REBATES, AND REFUNDS
Insert the following clause, highlighted below for convenience, after the first sentence of Paragraph 9.1:
"9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (1) before making the payment, the Contractor included them in an Application for Payment and received payment therefor from the Owner, or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts shall accrue to the Contractor. The Contractor shall provide the Owner with sufficient notice of all such available cash discounts so that Owner may deposit funds with the Contractor with which to make payments for transactions with cash discounts. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Contractor shall make provisions so that they can be secured."
ARTICLE 12: PAYMENTS
12.1 Progress Payments
Insert the following clause, highlighted below for convenience, in Sub-subparagraph 12.1.6.2 regarding computation of progress payments:
"12.1.6.2 add the Contractor's fee, less retainage of ten percent (10%) until fifty percent (50%) complete, then 0% thereafter."
Insert the following as new Sub-subparagraph 12.1.6.6 regarding computation of progress payments:
"12.1.6.6 subtract a retainage of ten percent (10%) of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Such retainage shall continue until the Work is fifty percent (50%) completed in accordance with Subparagraph 9.3.4 of the General Conditions."
This Addendum shall constitute an addition and amendment only, and shall not constitute or effect a novation of the Agreement. Except as herein provided, all of the terms and conditions of the Agreement shall be fully enforceable by and between Contractor and Owner, remain in full force and effect.
IN WITNESS WHEREOF
, the parties hereto have executed the First Addendum to the Agreement as of the 11th day of October, 2002.
OLD NATIONAL BANCORP
/s/ Thomas F. Clayton
Thomas F. Clayton
Executive Vice President
Administration & Operations
"Owner"
INDUSTRIAL CONTRACTORS, INC.
/s/ Alan W. Braun
Alan W. Braun, Chairman
"Contractor"
FIRST ADDENDUM TO GENERAL CONDITIONS
OF THE CONTRACT FOR CONSTRUCTION
This supplement is being attached to and hereby made a part thereof that certain standard form of agreement between the owner and the contractor, AIA Document A201, 1997 edition (the General Conditions) made and entered into by and between OLD NATIONAL BANCORP (the Owner) and INDUSTRIAL CONTRACTORS, INC. (the Contractor), for the purpose of modifying, supplementing and amending certain terms and conditions of the agreement.
ARTICLE I: GENERAL PROVISIONS
1.7 Confidentiality
Insert the following new Paragraph 1.7:
"1.7.1 The Contractor warrants and represents that the Contractor shall not knowingly or negligently communicate or disclose at any time to any person or entity any information in connection with the Work or the Project, any other information obtained by the Contractor as a result of or during the course of the Work, or any records or documents in connection with the Work (the "Information"), except: (1) with prior written consent of the Owner, (2) information that was in the public domain prior to the date of this Agreement, (3) information which becomes part of the public domain by publication or otherwise not due to any unauthorized act or omission of the Contractor, (4) as may be required to perform the Work or by any applicable law. If any person or entity seeks any Information from Contractor, the Contractor shall promptly notify Owner."
"1.7.2 The Contractor, at any time upon the request of the Owner, shall immediately return and surrender to the Owner all copies of any materials, records, notices, memoranda, recordings, drawings, specifications and mock-ups and any other documents furnished by the Owner or the Architect to the Contractor."
"1.7.3 The Contractor shall specifically cause all Subcontractors or any other person or entity performing any services, or furnishing any materials or equipment, for the Work to warrant and represent all items set forth in this Paragraph 1.7."
"1.7.4 The representations and warranties contained in this Paragraph 1.7 shall survive the complete performance of the Work or earlier termination of this Agreement."
ARTICLE 3: CONTRACTOR
3.5 Warranty
Insert the following new Subparagraphs 3.5.2, 3.5.3, and 3.5.4:
"3.5.2 Length. Each Contractor shall warranty that all Work executed under the respective sections will be free from defects of materials and workmanship for the period of one (1) year from the Date of Substantial Completion of the Work or within such longer period of time as may be prescribed by law or by the terms of any applicable special warranty required by the Contract Documents. Each Contractor further agrees that he will, at his own expense, repair and replace all such defective Work, and all other Work damaged thereby, which becomes defective during the term of the warranty. Where warranties are required, Contractor shall secure said warranties in writing from Subcontractors, manufacturers and/or material suppliers addressed to and in favor of the Owner and deliver same to the Owner upon completion of Work. Delivery of said warranties shall not relieve the Contractor from any obligations assumed under any other provisions of Contract."
"3.5.3 Remedies. Any damage to the building or its contents and/or Work of other Contractors caused by failure of any piece of equipment and/or faulty installations shall be repaired or replaced by the party or parties furnishing the original installation and paid for by the Contractor at fault."
"3.5.4 Inspection. An inspection of the installed Work and/or equipment will be made just prior to the end of the stipulated warranty period and any installations and/or equipment which, in the opinion of the Architect/Engineer and/or Owner, show undue wear, failure, incorrect operation, or otherwise do not conform to the letter and intent of the Contract Documents shall be repaired or replaced by the Contractor furnishing same at no additional charge."
3.13 Use of Site
Insert the following new Subparagraph 3.13.2:
"3.13.2 Hazardous Materials. Contractor shall not bring any hazardous substances, as the same are defined under applicable federal, state, or local environmental statutes, laws, regulations, or ordinances, onto the Project site, and shall prohibit subcontractors, and any other individuals or entities from bringing such hazardous substances upon the Project site. In the event such hazardous substances are to be incorporated into the Work and must be brought upon the Project site, Contractor shall notify Owner that: (1) such hazardous substances are to be placed upon the Project site; (2) the amount of such substances to be sorted on the Project site and incorporated into the Work; and (3) the reason such hazardous substances are being incorporated into the Work. Contractor shall be solely responsible for the handling, storage and care or such hazardous substances, and for any injuries, damages, or other claims arising out of or connected with the presence of! such hazardous substances on the Project site."
3.18 Indemnification
Delete Paragraph 3.18 in its entirety and substitute the following:
"3.18 Indemnification Prior to "First Substantial Completion" and Occupancy. Notwithstanding anything herein to the contrary, the indemnification in this paragraph 3.18 shall apply to any claim (as defined herein), the occurrence of which arises prior to and including the date of "First Substantial Completion" (as is also defined herein), whether or not notice of such claim has been given or a demand thereupon made by any party. As used herein, the date of "First Substantial Completion" shall be defined to mean the date determined by the Architect pursuant to the General Conditions of the Contract, AIA Document ###-###-#### Article 9.8 to be the first substantial completion of any floor or area with the exception of the parking garage, and shall include, but not be limited to, occupancy of the first substantially complete area pursuant to a certificate or partial certificate of occupancy iss! ued by the Evansville Building Commission and the completion of all activities on the Project Schedule that are designated to be completed on or before said date of "Site Substantial Completion.."
Contractor agrees to indemnify Owner against and hold Owner harmless from and against any and all liability, damages, lawsuits, losses and expenses, including but not limited to, reasonable attorneys' fees and court costs arising out of or relating to any claim or cause of action of any nature arising while on or new the work, including claims relating to its representatives, employees, subcontractors, materialmen or suppliers, or by reason of any claim or dispute of any person or entity for damages from any cause directly or indirectly relating to any action or failure to act by Contractor, Contractor's representatives, employees, subcontractors, materialmen or suppliers, and whether or not it is alleged that Owner in any way contributed to the alleged wrongdoing or is liable due to a non-delegable duty. However, Contractor shall not be obligated to indemnify Owner for the sole negligence or willful misconduct of Owner, or any employee of Owner, where such ! indemnification is contrary to law. It is the intent of the parties that Contractor shall indemnify Owner to the fullest extent permitted by law for such liability. In any and every claim against Owner by anyone directly or indirectly employed by Contractor, the indemnification obligation under this paragraph may not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for contractor or any subcontractor(s) under worker's or workmen's compensation acts, disability benefit acts or other employee benefits acts.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE INDEMNITY HEREINABOVE SET FORTH SHALL INCLUDE ALL LIABILITY, DAMAGES, LOSSES, CLAIMS, DEMANDS AND ACTIONS ARISING OUT OF PERSONAL INJURY, DEATH OR DAMAGE TO PERSONAL PROPERTY OF OWNER, OWNER'S EMPLOYEES OR AGENTS OR LICENSEES OR INVITEES OR TO ANY OTHER PERSONS, WHETHER BASED UPON OR CLAIMED TO BE BASED UPON, STATUTORY, CONTRACTUAL, COMMON LAW, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, FRAUD, CONVERSION, INTENTIONAL TORT OR OTHER COMMON LAW TORT) OR OTHER LIABILITY OF CONTRACTOR, CONTRACTOR'S REPRESENTATIVES, EMPLOYEES, SUBCONTRACTORS, MATERIALMEN OR SUPPLIERS OR ANY OTHER PERSONS (HEREINAFTER COLLECTIVELY "CLAIM"). THE PROMISE OF INDEMNIFICATION IN THIS PARAGRAPH SHALL NOT BE CONSTRUED TO INDEMNIFY OWNER FOR ANY LOSS OR DAMAGE ATTRIBUTABLE TO THE SOLE NEGLIGENT ACTS OR OMISSIONS OF OWNER, OR ANY EMPLOYEE OF OWNER, WHERE SUCH INDEMNIFICATION IS CONTRARY TO LAW. THE PROMISE OF INDEMNIFICATION ! IN THIS PARAGRAPH HOWEVER, SHALL BE CONSTRUED TO REFLECT CONTRACTOR'S INTENT TO INDEMNIFY OWNER TO THE FULLEST EXTENT PERMITTED BY LAW FOR SUCH LIABILITY. OWNER SHALL BE ENTITLED TO RECOVER ALL COSTS AND EXPENSES, INCLUDING ATTORNEYS' FEES AND COURT COSTS INCURRED IN COMPELLING CONTRACTOR BY LEGAL PROCESS TO ABIDE BY THE TERMS OF THIS PROVISION, WHICH LEGAL PROCESS SHALL INCLUDE, BUT IS NOT LIMITED TO, DECLARATORY ACTIONS BY OWNER TO ENFORCE THIS PROVISION.
Contractor shall insure specifically the indemnity contained hereinabove and shall include Owner as an
additional insured by causing amendatory riders or endorsements to be attached to the insurance policies described in this Contract.
"3.19 INDEMNIFICATION AFTER "FIRST SUBSTANTIAL COMPLETION" AND OCCUPANCY.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE INDEMNIFICATION IN THIS PARAGRAPH 3.19 SHALL APPLY TO ANY OCCURRENCE SUBSEQUENT TO THE DATE OF "FIRST SUBSTANTIAL COMPLETION" AS DEFINED ABOVE IN PARAGRAPH 3.18.
CONTRACTOR AND OWNER AGREE TO INDEMNIFY EACH OTHER AGAINST AND HOLD EACH OTHER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGES, LAWSUITS, LOSSES, AND EXPENSES, INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND COURT COSTS ARISING OUT OF OR RELATING TO ANY CLAIM OR CAUSE OF ACTION OF ANY NATURE ARISING WHILE ON OR NEAR THE WORK, INCLUDING CLAIMS RELATING TO EACH OTHER'S REPRESENTATIVES, AGENTS, EMPLOYEES, LICENSEES, CONTRACTORS, MATERIALMEN OR SUPPLIERS, OR BY REASON OF ANY CLAIM OR DISPUTE OF ANY PERSON OR ENTITY FOR DAMAGES FROM ANY CAUSE DIRECTLY OR INDIRECTLY RELATING TO ANY ACTION OR FAILURE TO ACT BY EITHER PARTY, EITHER PARTY'S REPRESENTATIVES, AGENTS, EMPLOYEES, LICENSEES, CONTRACTORS, MATERIALMEN OR SUPPLIERS, AND WHETHER OR NOT IT IS ALLEGED THAT EITHER PARTY IN ANY WAY CONTRIBUTED TO THE ALLEGED WRONGDOING OR IS LIABLE DUE TO A NON-DELEGABLE DUTY. IT IS THE INTENT OF THE PARTIES TO INDEMNIFY EACH OTHER ONLY TO THE EXTENT OF THE COMPARITIVE FAU! LT OF THE INDEMNITOR AND/OR ITS AGENTS AND EMPLOYEES. IN ANY AND EVERY CLAIM AGAINST EITHER PARTY BY ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY EITHER PARTY, THE INDEMNIFICATION OBLIGATION UNDER THIS PARAGRAPH MAY NOT BE LIMITED IN ANY WAY BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER WORKER'S OR WORKMEN'S COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFITS ACTS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE INDEMNITY HEREINABOVE SET FORTH IN THIS PARAGRAPH 17 SHALL INCLUDE ALL LIABILITY, DAMAGES, LOSSES, CLAIMS, DEMANDS AND ACTIONS ARISING OUT OF PERSONAL INJURY, DEATH OR DAMAGE TO PERSONAL PROPERTY OF EITHER PARTY OR THEIR REPRESENTATIVES, AGENTS, EMPLOYEES, LICENSEES, CONTRACTORS MATERIALMEN OR SUPPLIERS OR TO ANY OTHER PERSONS, WHETHER BASED UPON OR CLAIMED TO BE BASED UPON, STATUTORY, CONTRACTUAL, COMMON LAW, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, FRAUD, CONVERSION, INTENTIONAL TORT OR OTHER COMMON LAW TORT) OR OTHER LIABILITY OF EITHER PARTY OR THEIR REPRESENTATIVES, AGENTS, EMPLOYEES, LICENSEES, CONTRACTORS, MATERIALMEN, SUPPLIERS OR TO ANY OTHER PERSONS (HEREINAFTER "CLAIM"). THE INDEMNITEE SHALL BE ENTITLED TO RECOVER ALL COSTS AND EXPENSES, INCLUDING ATTORNEYS' FEES AND COURT COSTS INCURRED IN COMPELLING THE INDEMNITOR BY LEGAL PROCESS TO ABIDE BY THE TERMS OF THIS PROVISION, WHICH LEGAL PROCES! S SHALL INCLUDE, BUT IS NOT LIMITED TO, DECLARATORY ACTIONS TO ENFORCE THIS PROVISION.
Contractor shall insure specifically the indemnity contained hereinabove and shall include Owner as an additional insured by causing amendatory riders or endorsements to be attached to the insurance policies described in this Contract.
ARTICLE 4: ADMINISTRATION OF THE CONTRACT
Delete Paragraph 4.5 in its entirety and substitute the following:
4.5 Dispute Resolution
"4.5.1 Any claim, dispute or other matter in question arising out of or relating to this Agreement shall be subject to mediation as a condition precedent to the institution of legal or equitable proceedings by either party. If such matter relates to or is the subject of a lien arising out of the Contractor's services, the Contractor may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation."
"4.5.2 Old National and Contractor shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Indiana Rules for Alternative Dispute Resolution currently in effect but only insofar as they are consistent with this Agreement. Request for mediation shall be filed in writing with the other party to this Agreement and with the pre-selected mediator and alternate mediator named below. Mediation shall be a condition precedent to the institution of legal or equitable proceedings.
"4.5.3 The parties hereby agree that the mediator in all matters hereunder shall be Frederick R. Folz, Esq. of Evansville, Indiana. In the event that Frederick R. Folz is unable to serve as mediator in a matter hereunder, then Ross Rudolph, Esq., of Evansville, Indiana shall serve as the alternate mediator. The parties shall share the mediator's fee equally. The fees paid to the mediator shall be no higher than the fees usually and customarily charged by that mediator for mediation services provided in Evansville, Indiana. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.
"4.5.5 Old National, Contractor, Architect, Architect's subcontractors, construction manager, prime contractors, general contractors, subcontractors, materialmen and suppliers engaged on the Project who have an interest in any claim, dispute or other matter in question arising out of or relating to this Project agree to be joined as parties in any mediation.
"4.5.6 In the event of any litigation between the parties hereto involving the Project or the respective rights of the parties thereto, the non-prevailing party in such litigation shall pay to the prevailing party reasonable attorney fees, court costs and expenses of such litigation but not to exceed that percentage of legal fees and expenses incurred equivalent to the percentage of actual success of the prevailing party, which percentage is calculated by dividing the amount of the actual judgment by the amount claimed in the litigation."
4.6 Arbitration
Delete Subparagraphs 4.6 in its entirety.
ARTICLE 9: PAYMENTS AND COMPLETION
9.3 Applications for Payment
Insert the following new Subparagraphs 9.3.4 and 9.3.5:
"9.3.4 Retainage. The Owner will retain ten percent (10%) of the amount due the Contractor on account of approved progress payments until the Project is fifty (50%) completed. Thereafter, the retainage will be zero percent (0%). All retainage withheld will be held until completion of the contract Work and all remedial Work, listed as conditions of substantial completion, and following final payment. For all Change Orders, a ten percent (10%) retainage will apply.
"9.3.5 Escrow Agreement. The Escrow Agreement, Attachment "F" attached hereto and made a part of hereby, shall be signed by the Owner, Contractor and Escrow Agent. The Escrow Agreement is for the deposit of retainage, as set forth in Subparagraph 9.3.4 above, during the course of the project as well as for transfer of any funds that are in dispute. The Escrow is to be invested with the benefit accruing to the payee, except as provided in the Escrow Agreement.
ARTICLE 11: INSURANCE AND BONDS
11.4 Property Insurance
Insert the following clause at the beginning of
"If permitted by the Owner's and Contractor's insurance policies, without penalties,"
This Addendum shall constitute an addition and amendment only, and shall not constitute or effect a novation of the Agreement. Except as herein provided, all of the terms and conditions of the Agreement shall be fully enforceable by and between Contractor and Owner, remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed the First Addendum to the Agreement as of the 11th day of October, 2002.
OLD NATIONAL BANCORP
/s/ Thomas F. Clayton
Thomas F. Clayton
Executive Vice President
Administration & Operations
"Owner"
INDUSTRIAL CONTRACTORS, INC.
/s/ Alan W. Braun
Alan W. Braun, Chairman
"Contractor"