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permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and
completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or
performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the
Contract Documents. The Architect’s review of the Contractor’s submittals shall not relieve the Contractor of the
obligations under Sections 3.3, 3.5 and 3.12. The Architect’s review shall not constitute approval of safety precautions
or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or
procedures. The Architect’s approval of a specific item shall not indicate approval of an assembly of which the item is
a component.

§ 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor
changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and
recommendations regarding concealed and unknown conditions as provided in Section 3.7.4.

§ 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of
final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the
Owner, for the Owner’s review and records, written warranties and related documents required by the Contract and
assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section
9.10.

§ 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in
carrying out the Architect’s responsibilities at the site. The duties, responsibilities and limitations of authority of such
project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents.

§ 4.2.11 The Architect will interpret and decide matters conceming performance under, and requirements of, the
Contract Documents on written request of either the Owner or Contractor. The Architect’s response to such requests
will be made in writing within any time limits agreed upon or otherwise with reasonable promptness.

§ 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable
from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations
and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show
partiality to either and will not be liable for results of interpretations or decisions rendered in good faith.

§ 4.2.13 The Architect’s decisions on matters relating to aesthetic effect will be final if consistent with the intent
expressed in the Contract Documents.

§ 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The
Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with
reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications
in response to the requests for information.

ARTICLE 5 SUBCONTRACTORS

§ 5.1 DEFINITIONS

§ 5.1.1.A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the
Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number
and means a Subcontractor or an authorized representative of the Subcontractor. The term “Subcontractor” does not
include a separate contractor or subcontractors of a separate contractor.

§ 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform
a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if
singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor.

§ 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK

§ 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as
practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of
persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed
for each principal portion of the Work. The Architect may reply within 14 days to the Contractor in writing stating (1)
whether the Owner or the Architect has reasonable objection to any such proposed person or entity or (2) that the

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Architect requires additional time for review. Failure of the Owner or Architect to reply within the 14-day period shall
constitute notice of no reasonable objection.

§ 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made
reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor
has made reasonable objection.

§ 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the
Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but
rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be
increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be
issued before commencement of the substitute Subcontractor’s Work. However, no increase in the Contract Sum or
Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in
submitting names as required.

§ 5.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or
Architect makes reasonable objection to such substitution.

§ 5.3 SUBCONTRACTUAL RELATIONS

By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor,
to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract
Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility
for safety of the Subcontractor’s Work, which the Contractor, by these Documents, assumes toward the Owner and
Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the
Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will
not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the
subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the
Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to
enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed
Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the
Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and
conditions of the proposed subcontract agreement that 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 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that
assignment is effective only after termination of the Contract by the Owner for cause pursuant to
Section 14.2 and only for those subcontract agreements that 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.

When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor’s rights and
obligations under the subcontract.

§ 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor’s
compensation shall be equitably adjusted for increases in cost resulting from the suspension.

§ 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a
successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity, the
Owner shall nevertheless remain legally responsible for ail of the successor contractor’s obligations under the
subcontract.

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ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

§ 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS

§ 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own
forces, and to award separate contracts in connection with other portions of the Project or other construction or
operations on the site under Conditions of the Contract identical or substantially similar to these including those
portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is
involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15.

§ 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on
the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each
separate Owner-Contractor Agreement.

§ 6.1.3 The Owner shall provide for coordination of the activities of the Owner’s own forces and of each separate
contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other
separate contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions
to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules
shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently
revised.

§ 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations
related to the Project with the Owner’s own forces, the Owner shall be deemed to be subject to the same obligations
and to have the same rights that apply to the Contractor under the Conditions of the Contract, including, without
excluding others, those stated in Article 3, this Article 6 and Articles 10, 11 and 12.

§ 6.2 MUTUAL RESPONSIBILITY

§ 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and
storage of their materials and equipment and performance of their activities, and shal! connect and coordinate the
Contractor’s construction and operations with theirs as required by the Contract Documents.

§ 6.2.2 If part of the Contractor’s Work depends for proper execution or results upon construction or operations by the
Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly
report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for
such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the
Owner’s or separate contractor’s completed or partially completed construction is fit and proper to receive the
Contractor’s Work, except as to defects not then reasonably discoverable.

§ 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor
because of the Contractor’s delays, improperly timed activities or defective construction. The Owner shall be
responsible to the Contractor for costs the Contractor incurs because of a separate contractor’s delays, improperly
timed activities, damage to the Work or defective construction.

§ 6.2.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially
completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5.

§ 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are
described for the Contractor in Section 3.14.

§ 6.3 OWNER’S RIGHT TO CLEAN UP

Ifa dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their
respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the
Owner may clean up and the Architect will allocate the cost among those responsible.

ARTICLE 7 CHANGES IN THE WORK

§ 7.1 GENERAL

§ 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the
Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the
limitations stated in this Article 7 and elsewhere in the Contract Documents.

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§ 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction
Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor;
an order for a minor change in the Work may be issued by the Architect alone.

§ 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the
Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or
order for a minor change in the Work.

§ 7.2 CHANGE ORDERS
§ 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and
Architect stating their agreement upon all of the following:

.1| The change in the Work;

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.

§ 7.3 CONSTRUCTION CHANGE DIRECTIVES

§ 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and
Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract
Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in
the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract
Sum and Contract Time being adjusted accordingly.

§ 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change
Order.

§ 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be
based on one of the following methods:
4 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 Section 7.3.7.

§ 7.3.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally
contemplated are materially changed in a proposed Change Order or Construction Change Directive so that
application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or
Contractor, the applicable unit prices shall be equitably adjusted.

§ 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the
Work involved and advise the Architect of the Contractor’s agreement or disagreement with the method, if any,
provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or
Contract Time.

§ 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor’s agreement therewith,
including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall
be effective immediately and shall be recorded as a Change Order.

§ 7.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum,
the Architect shall determine the method and the adjustment on the basis of reasonable expenditures and savings of
those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount
for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable
amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the
Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided
in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following:

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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.

§ 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net
decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits
covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured
on the basis of net increase, if any, with respect to that change.

§ 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor
may request payment for Work completed under the Construction Change Directive in Applications for Payment. The
Architect will make an interim determination for purposes of monthly certification for payment for those costs and
certify for payment the amount that the Architect determines, in the Architect’s professional judgment, to be
reasonably justified. The Architect’s interim determination of cost shall adjust the Contract Sum on the same basis as
a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15.

§ 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments
in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be
effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part
of a Construction Change Directive.

§ 7.4 MINOR CHANGES IN THE WORK

The Architect has authority to order minor changes in the Work not involving adjustment in the Contract Sum or
extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be
effected by written order signed by the Architect and shall be binding on the Owner and Contractor.

ARTICLE 8 TIME

§ 8.1 DEFINITIONS

§ 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in
the Contract Documents for Substantial Completion of the Work.

§ 8.1.2 The date of commencement of the Work is the date established in the Agreement.
§ 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8.

§ 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically
defined.

§ 8.2 PROGRESS AND COMPLETION
§ 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement
the Contractor confirms that the Contract Time is a reasonable period for performing the Work.

§ 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely
commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be
furnished by the Contractor and Owner. The date of commencement of the Work shail not be changed by the effective
date of such insurance.

§ 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion
within the Contract Time.

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§ 8.3 DELAYS AND EXTENSIONS OF TIME

§ 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the
Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner; or by changes
ordered in the Work; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes
beyond the Contractor’s control; or by delay authorized by the Owner pending mediation and arbitration; or by other
causes that the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for
such reasonable time as the Architect may determine.

§ 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15.

§ 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the
Contract Documents.

ARTICLE 9 PAYMENTS AND COMPLETION

§ 9.14 CONTRACT SUM

The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the
Owner to the Contractor for performance of the Work under the Contract Documents.

§ 9.2 SCHEDULE OF VALUES

Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit to the
Architect, before the first Application for Payment, a schedule of values allocating the entire Contract Sum to the
various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the
Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the
Contractor’s Applications for Payment.

§ 9.3 APPLICATIONS FOR PAYMENT

§ 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the
Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under
Section 9.2, for completed portions of the Work. Such application shall be notarized, if required, and supported by
such data substantiating the Contractor’s right to payment as the Owner or Architect may require, such as copies of
requisitions from Subcontractors and material suppliers, and shall reflect retainage if provided for in the Contract
Documents.

§ 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in
the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the
Architect, but not yet included in Change Orders.

§ 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the
Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by
others whom the Contractor intends to pay.

§ 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and
equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance
by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location
agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon
compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner’s title to such materials
and equipment or otherwise protect the Owner’s interest, and shall include the costs of applicable insurance, storage
and transportation to the site for such materials and equipment stored off the site.

§ 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no
later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all
Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to
the best of the Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or
encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a
claim by reason of having provided labor, materials and equipment relating to the Work.

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§ 9.4 CERTIFICATES FOR PAYMENT

§ 9.4.1 The Architect will, within seven days after receipt of the Contractor’s Application for Payment, either issue to
the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is
properly due, or notify the Contractor and Owner in writing of the Architect’s reasons for withholding certification in
whole or in part as provided in Section 9.5.1.

§ 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based
on the Architect’s evaluation of the Work and the data comprising the Application for Payment, that, to the best of the
Architect’s knowledge, information and belief, the Work has progressed to the point indicated and that the quality of
the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of
the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests
and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific
qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a
representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate
for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to
check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or
procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data
requested by the Owner to substantiate the Contractor’s right to payment, or (4) made examination to ascertain how or
for what purpose the Contractor has used money previously paid on account of the Contract Sum.

§ 9.5 DECISIONS TO WITHHOLD CERTIFICATION
§ 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to
protect the Owner, if in the Architect’s opinion the representations to the Owner required by Section 9.4.2 cannot be
made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the
Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount,
the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such
representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently
discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as
may be necessary in the Architect’s opinion to protect the Owner from loss for which the Contractor is responsible,
including loss resulting from acts and omissions described in Section 3.3.2, because of
defective Work not remedied;
2. third party claims filed or reasonable evidence indicating probable filing of such claims unless security
acceptable to the Owner ts 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 a separate contractor;
6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid
balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or
7 repeated failure to carry out the Work in accordance with the Contract Documents.

§ 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts
previously withheld.

§ 9.5.3 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option,
issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers to whom the
Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the
Owner makes payments by joint check, the Owner shall notify the Architect and the Architect will reflect such
payment on the next Certificate for Payment.

§ 9.6 PROGRESS PAYMENTS
§ 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and
within the time provided in the Contract Documents, and shall so notify the Architect.

§ 9.6.2 The Contractor shall pay each Subcontractor no later than seven days after receipt of payment from the Owner
the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the

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Contractor on account of the Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement
with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner.

§ 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of
completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account
of portions of the Work done by such Subcontractor.

§ 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid
Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted
Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact
Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an
obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by law.

§ 9.6.5 Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided in
Sections 9.6.2, 9.6.3 and 9.6.4.

§ 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner
shall not constitute acceptance of Work not in accordance with the Contract Documents.

§ 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum,
payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by
the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under
contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require
money to be placed in a separate account and not commingled with money of the Contractor, shall create any fiduciary
liability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity to an award
of punitive damages against the Contractor for breach of the requirements of this provision.

§ 9.7 FAILURE OF PAYMENT

Intentionally Omitted.

§ 9.8 SUBSTANTIAL COMPLETION
§ 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is
sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for
its intended use.

§ 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately,
is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be
completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of
the Contractor to complete all Work in accordance with the Contract Documents.

§ 9.8.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work or
designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not
included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so
that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall,
before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the
Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine
Substantial Completion.

§ 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate
of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the
Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the
time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by
the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion
thereof unless otherwise provided in the Certificate of Substantial Completion.

§ 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written
acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any,

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the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall
be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents.

§ 9.9 PARTIAL OCCUPANCY OR USE

§ 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when
such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to
by the insurer as required under Section 11.3.1.5 and authorized by public authorities having jurisdiction over the
Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided
the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments,
retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing
concerning the period for correction of the Work and commencement of warranties required by the Contract
Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit
a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not
be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between
the Owner and Contractor or, if no agreement is reached, by decision of the Architect.

§ 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect
the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work.

§ 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute
acceptance of Work not complying with the requirements of the Contract Documents.

§ 9.10 FINAL COMPLETION AND FINAL PAYMENT

§ 9.10.1 Upon receipt of the Contractor’s written notice that the Work is ready for final inspection and acceptance and
upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the
Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect
will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information
and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in
accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the
Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will
constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being
entitled to final payment have been fulfilled.

§ 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to
the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with
the Work for which the Owner or the Owner’s property might be responsible or encumbered (less amounts withheld
by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract
Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire
until at least 30 days’ prior written notice has been given to the Owner, (3) a written statement that the Contractor
knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract
Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing
payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or
encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. Ifa
Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond
satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are
made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such
lien, including all costs and reasonable attorneys’ fees.

§ 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of
the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner
shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract,
make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance
for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds
have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully
completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment.
Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a
waiver of claims.

AiA Document A201™ ~ 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American

Init. Institute of Architects. All rights reserved. WARNING: This AJA* Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 26
reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
I maximum extent possible under the law. This document was produced by AIA software at 14:10:20 ET on 01/10/2020 under Order No. 1403731939 which

expires on 09/22/2020, and is not for resale.
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Init,

(Paragraphs deleted)

§ 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver
of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of
final Application for Payment.

ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY

§ 10.1 SAFETY PRECAUTIONS AND PROGRAMS

The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in
connection with the performance of the Contract.

§ 10.2 SAFETY OF PERSONS AND PROPERTY
§ 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to
prevent damage, injury or loss to

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 contro! 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.

§ 10.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes,
rules and regulations, and lawful orders of public authorities bearing on safety of persons or property or their
protection from damage, injury or loss.

§ 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract,
reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards,
promulgating safety regulations and notifying owners and users of adjacent sites and utilities.

§ 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are
necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under
supervision of properly qualified personnel.

§ 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property
insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in
whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by
any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections
10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or anyone
directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not
attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to
the Contractor’s obligations under Section 3.18.

§ 10.2.6 The Contractor shall designate a responsible member of the Contractor’s organization at the site whose duty
shall be the prevention of accidents. This person shall be the Contractor’s superintendent unless otherwise designated
by the Contractor in writing to the Owner and Architect.

§ 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create
an unsafe condition.

10.2.7.1 It is the Contractor’s responsibility to initiate and maintain safety training and compliance programs that
meet or exceed OSHA standards and all applicable Federal, State and local safety health and environmental
regulations. The Owner maintains the right to inspect the work site to determine if conditions exist that could
reasonably be expected to cause death, serious physical harm or will compromise the safety and health of the Owner;

AIA Document A201™ ~ 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American
Institute of Architects. All rights reserved. WARNING: This AIA* Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 27
reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
maximum extent possible under the faw. This document was produced by AIA software at 14:10:20 ET on 01/10/2020 under Order No. 1403731939 which

expires on 09/22/2020, and is not for resale.

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