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respective professional services agreements. Instruments of Service may include, without limitation, studies,
surveys, models, sketches, drawings, specifications, and other similar materials.

§ 1.1.8 INITIAL DECISION MAKER
The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in
accordance with Section 15.2 and certify termination of the Agreement under Section 14.2.2.

§ 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS

§ 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and
completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by
one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent
consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the
indicated results.

§ 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not
control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be
performed by any trade.

§ 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction
industry meanings are used in the Contract Documents in accordance with such recognized meanings.

§ 1.3 CAPITALIZATION
Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of
numbered articles or (3) the titles of other documents published by the American Institute of Architects.

§ 1.4 INTERPRETATION

In the interest of brevity the Contract Documents frequently omit modifying words such as “all” and “any” and
articles such as “the” and “an,” but the fact that a modifier or an article is absent from one statement and appears in
another is not intended to affect the interpretation of either statement.

§ 1.5 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE

§ 1.5.1 The Architect and the Architect’s consultants shall be deemed the authors of their respective Instruments of
Service, including the Drawings and Specifications,. The Contractor, Subcontractors, Sub-subcontractors, and
material or equipment suppliers shall not own or claim a copyright in the Instruments of Service. 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’ reserved rights.

§ 1.5.2 The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use
and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All
copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service.
The Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers may not use the
Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the
specific written consent of the Owner, Architect and the Architect’s consultants.

§ 1.6 TRANSMISSION OF DATA IN DIGITAL FORM

If the parties intend to transmit Instruments of Service or any other information or documentation in digital form,
they shall endeavor to establish necessary protocols governing such transmissions, unless otherwise already
provided in the Agreement or the Contract Documents.

ARTICLE 2 OWNER

§ 2.1 GENERAL

§ 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the
Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have
express authority to bind the Owner with respect to all matters requiring the Owner’s approval or authorization.
Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term “Owner” means
the Owner or the Owner’s authorized representative.

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§ 2.1.2 The Owner shall furnish to the Contractor within thirty days after receipt of a written request, information
necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic’s lien rights. Such
information shall include a correct statement of the record legal title to the property on which the Project is located,
usually referred to as the site, and the Owner’s interest therein.

§ 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER

§ 2.2.1 Prior to commencement of the Work, the Contractor may request in writing that the Owner provide
reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the
Contract. Thereafter, the Contractor may only request such evidence if (1) the Owner fails to make payments to the
Contractor as the Contract Documents require; (2) a change in the Work materially changes the Contract Sum; or (3)
the Contractor identifies in writing a reasonable concern regarding the Owner’s ability to make payment when due.
The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or
the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not
materially vary such financial arrangements without prior notice to the Contractor.

§ 2.2.2 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents,
including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements,
assessments and charges required for construction, use or occupancy of permanent structures or for permanent
changes in existing facilities.

§ 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for
the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of
information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the
Work.

§ 2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents with
reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control
and relevant to the Contractor’s performance of the Work with reasonable promptness after receiving the
Contractor’s written request for such information or services.

§ 2.2.5 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of
the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2.

§ 2.3 OWNER’S RIGHT TO STOP THE WORK

If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as
required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the
Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such
order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part
of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent
required by Section 6.1.3.

§ 2.4 OWNER’S RIGHT TO CARRY OUT THE WORK

If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails
within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such
default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner
may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from
payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including
Owner’s expenses and compensation for the Architect’s additional services made necessary by such default, neglect
or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor
shall promptly pay the difference to the Owner.

ARTICLE 3 CONTRACTOR

§ 3.1 GENERAL

§ 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the
Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the

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jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have
express authority to bind the Contractor with respect to all matters under this Contract. The term “Contractor” means
the Contractor or the Contractor’s authorized representative.

§ 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents.

§ 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract
Documents either by activities or duties of the Architect in the Architect’s administration of the Contract, or by tests,
inspections or approvals required or performed by persons or entities other than the Contractor.

§ 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR

§ 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site,
become generally familiar with local conditions under which the Work is to be performed and correlated personal
observations with requirements of the Contract Documents.

§ 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the
Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as
the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing
conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These
obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the
purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor
shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the
Contractor as a request for information in such form as the Architect may require. It is recognized that the
Contractor’s review is made in the Contractor’s capacity as a contractor and not as a licensed design professional,
unless otherwise specifically provided in the Contract Documents.

§ 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable
laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor
shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a
request for information in such form as the Architect may require.

§ 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the
Architect issues in response to the Contractor’s notices or requests for information pursuant to Sections 3.2.2 or
3.2.3, the Contractor shall make Claims as provided in Article 15. If the Contractor fails to perform the obligations
of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner as would have been
avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the
Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or
omissions in the Contract Documents, for differences between field measurements or conditions and the Contract
Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules
and regulations, and lawful orders of public authorities.

§ 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES

§ 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The
Contractor shall be solely responsible for, and have control over, construction means, methods, techniques,
sequences and procedures and for coordinating ali portions of the Work under the Contract, unless the Contract
Documents give other specific instructions concerning these matters. If the Contract Documents give specific
instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall
evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite
safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means,
methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the
Owner and Architect and shall not proceed with that portion of the Work without further written instructions from
the Architect.

§ 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor’s employees,
Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or
on behalf of, the Contractor or any of its Subcontractors.

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§ 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that
such portions are in proper condition to receive subsequent Work.

§ 3.4 LABOR AND MATERIALS

§ 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor,
materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other
facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent
and whether or not incorporated or to be incorporated in the Work.

§ 3.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections
3.12.8 or 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the
Architect and in accordance with a Change Order or Construction Change Directive.

§ 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other
persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly
skilled in tasks assigned to them.

§ 3.5 WARRANTY

The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will
be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further
warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects,
except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or
equipment not conforming to these requirements may be considered defective. The Contractor’s warranty excludes
remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or
insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the
Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment.

§ 3.6 TAXES

The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are
legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled
to go into effect.

§ 3.7 PERMITS, FEES, NOTICES AND COMPLIANCE WITH LAWS

§ 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building
permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper
execution and completion of the Work that are customarily secured after execution of the Contract and legally
required at the time bids are received or negotiations concluded.

§ 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes,
rules and regulations, and lawful orders of public authorities applicable to performance of the Work.

§ 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes,
rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility
for such Work and shall bear the costs attributable to correction.

§ 3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1)
subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract
Documents or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily
found to exist and generally recognized as inherent in construction activities of the character provided for in the
Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions
are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will promptly
investigate such conditions and, if the Architect determines that they differ materially and cause an increase or
decrease in the Contractor’s cost of, or time required for, performance of any part of the Work, will recommend an
equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions
at the site are not materially different from those indicated in the Contract Documents and that no change in the
terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor in writing, stating the

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reasons. If either party disputes the Architect’s determination or recommendation, that party may proceed as
provided in Article 15.

§ 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial
markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately
suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such
notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume
the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but
shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the
Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in
Article 15.

§ 3.8 ALLOWANCES

§ 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items
covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct,
but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable
objection.

§ 3.8.2 Unless otherwise provided in the Contract Documents,

1 Allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and
all required taxes, less applicable trade discounts;

.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; and

3 Whenever costs are more than or less than allowances, the Contract Sum shall be adjusted
accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference
between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor’s costs
under Section 3.8.2.2.

§ 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness.

§ 3.9 SUPERINTENDENT

§ 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance
at the Project site during performance of the Work. The superintendent shall represent the Contractor, and
communications given to the superintendent shall be as binding as if given to the Contractor.

§ 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner
through the Architect the name and qualifications of a proposed superintendent. The Architect may reply within 14
days to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to the
proposed superintendent or (2) that the Architect requires additional time to review. Failure of the Architect to reply
within the 14 day period shall constitute notice of no reasonable objection.

§ 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made
reasonable and timely objection. The Contractor shall not change the superintendent without the Owner’s consent,
which shali not unreasonably be withheld or delayed.

§ 3.10 CONTRACTOR’S CONSTRUCTION SCHEDULES

§ 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner’s and
Architect’s information a Contractor’s construction schedule for the Work. The schedule shall not exceed time limits
current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the
Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall
provide for expeditious and practicable execution of the Work.

§ 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter

as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Architect’s approval.
The Architect’s approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be

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coordinated with the Contractor’s construction schedule, and (2) allow the Architect reasonable time to review
submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase
im Contract Sum or extension of Contract Time based on the time required for review of submittals.

§ 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to
the Owner and Architect.

§ 3.11 DOCUMENTS AND SAMPLES AT THE SITE

The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change
Orders and other Modifications, in good order and marked currently to indicate field changes and selections made
during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required
submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the
Owner upon completion of the Work as a record of the Work as constructed.

§ 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

§ 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the
Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of
the Work.

§ 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and
other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work.

§ 3.12.3 Samples are physical examples that illustrate materials, equipment or workmanship and establish standards
by which the Work will be judged.

§ 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Their purpose is
to demonstrate the way by which the Contractor proposes to conform to the information given and the design
concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents
require submittals. Review by the Architect is subject to the limitations of Section 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 that are not required by the Contract Documents may be returned by the Architect without action.

§ 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the
Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in
accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal
schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of
the Owner or of separate contractors.

§ 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to
the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified
materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and
coordinated the information contained within such submittals with the requirements of the Work and of the Contract
Documents.

§ 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal
and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been
approved by the Architect.

§ 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of
responsibility for deviations from requirements of the Contract Documents by the Architect’s approval of Shop
Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect
in writing of such deviation at the time of submittal and (1) the Architect has given written approval to the specific
deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued
authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop
Drawings, Product Data, Samples or similar submittals by the Architect’s approval thereof.

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§ 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data,
Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the
absence of such written notice, the Architect’s approval of a resubmission shall not apply to such revisions.

§ 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of
architecture or engineering unless such services are specifically required by the Contract Documents for a portion of
the Work or unless the Contractor needs to provide such services in order to carry out the Contractor’s
responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be
required to provide professional services in violation of applicable law. If professional design services or
certifications by a design professional related to systems, materials or equipment are specifically required of the
Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria
that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a
properly licensed design professional, whose signature and seal shall appear on all drawings, calculations,
specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings
and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear
such professional’s written approval when submitted to the Architect. The Owner and the Architect shall be entitled
to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or
provided by such design professionals, provided the Owner and Architect have specified to the Contractor all
performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will
review, approve or take other appropriate action on submittals only for the limited purpose of checking 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 and design criteria specified in the Contract
Documents.

§ 3.13 USE OF SITE

The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes,
rules and regulations, and lawful orders of public authorities and the Contract Documents and shall not unreasonably
encumber the site with materials or equipment.

§ 3.14 CUTTING AND PATCHING

§ 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make
its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition
existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents.

§ 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed
construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by
excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor
except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably
withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor’s
consent to cutting or otherwise altering the Work.

§ 3.15 CLEANING UP

§ 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or
rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste
materials, rubbish, the Contractor’s tools, construction equipment, machinery and surplus materials from and about
the Project.

§ 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and Owner
shall be entitled to reimbursement from the Contractor.

§ 3.16 ACCESS TO WORK
The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever
located.

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§ 3.17 ROYALTIES, PATENTS AND COPYRIGHTS

The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement
of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but
shall not be responsible for such defense or loss when a particular design, process or product of a particular
manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are
contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the
Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a
patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the
Architect.

§ 3.18 INDEMNIFICATION

§ 3.18.1 To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner,
Architect, Architect’s consultants, and agents and employees of any of them from and against claims, damages,
losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the
Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death,
or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the
negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or
anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is
caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce
other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section
3.18.

§ 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor,
a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the
indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages,
compensation or benefits payable by or for the Contractor or a Subcontractor under workers’ compensation acts,
disability benefit acts or other employee benefit acts.

ARTICLE 4 ARCHITECT

§ 4.1 GENERAL

§ 4.1.1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing
architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the
Agreement and is referred to throughout the Contract Documents as if singular in number.

§ 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents
shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect.
Consent shall not be unreasonably withheld.

§ 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a successor architect as to whom
the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the
Architect.

§ 4.2 ADMINISTRATION OF THE CONTRACT

§ 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be
an Owner's representative during construction until the date the Architect issues the final Certificate for Payment.
The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract
Documents.

§ 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed
with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed,
and to determine in general if the Work observed is being performed in a manner indicating that the Work, when
fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to
make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will
not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or
procedures, or for the safety precautions and programs in connection with the Work, since these are solely the
Contractor’s rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1.

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§ 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and
quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract
Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and
deficiencies observed in the Work. The Architect will not be responsible for the Contractor’s failure to perform the
Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or
charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or
employees, or any other persons or entities performing portions of the Work.

§ 4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION

Except as otherwise provided in the Contract Documents or when direct communications have been specially
authorized, the Owner and Contractor shall endeavor to communicate with each other through the Architect about
matters arising out of or relating to the Contract. Communications by and with the Architect’s consultants shall be
through the Architect. Communications by and with Subcontractors and material suppliers shall be through the
Contractor. Communications by and with separate contractors shall be through the Owner.

§ 4.2.5 Based on the Architect’s evaluations of the Contractor’s Applications for Payment, the Architect will review
and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts.

§ 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the
Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the
Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed.
However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to
exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors,
material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the
Work.

§ 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor’s submittals
such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance
with information given and the design concept expressed in the Contract Documents. The Architect’s action will be
taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved
submittal schedule, with reasonable promptness while allowing sufficient time in the Architect’s professional
judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the
accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for
installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as
required by the Contract Documents. The Architect’s review of the Contractor’s 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.

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§ 4.2.11 The Architect will interpret and decide matters concerning 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 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 mcreased 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,

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