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§ 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 contro! over, construction means, methods, techniques, sequences
and procedures and for coordinating all 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.

§ 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

§ 3.4.4 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.

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§ 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 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 unti! 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,

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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 shall 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 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 in 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.

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 AJA® Document is protected by U.S. Copyright Law and Internationa! Treaties. Unauthorized
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ft maximum extent possible under the law. This dacument was produced by AIA software at 14:10:20 ET on 01/10/2020 under Order No. 1403731939 which
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§ 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 retummed 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.

§ 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 bya
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.

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

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 law, This document was produced by AIA software al 14:10:20 ET on 01/10/2020 under Order No.1403731939 which

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§ 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.

§ 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 fumished 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.

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
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 law. This document was produced by AIA software al 14:10:20 ET on 01/10/2020 under Order No. 1403731939 which
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Init.

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,
ot 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.

§ 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 }3.5.2 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

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
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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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Init.

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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