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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 AIAS Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized

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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 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.

AIA Document A201™ — 2007. Copyright © 1941, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American

Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 4
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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
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
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17

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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

AIA Document A201™ — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1964, 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 willbe prosecuted to the
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Architect requires additional time for review. Failure of the Owner or Architect to reply within the 14-day period shall
constitute notice of no reasonable objection.

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

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

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

§ 5.3 SUBCONTRACTUAL RELATIONS

By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor,
to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract
Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility
for safety of the Subcontractor’s Work, which the Contractor, by these Documents, assumes toward the Owner and
Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the
Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will
not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the
subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the
Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to
enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed
Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the
Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and
conditions of the proposed subcontract agreement that may be at variance with the Contract Documents.
Subcontractors will similarly make copies of applicable portions of such documents available to their respective
proposed Sub-subcontractors.

§ 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
§ 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that
assignment is effective only after termination of the Contract by the Owner for cause pursuant to
Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the
Subcontractor and Contractor in writing; and
.2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the
Contract.

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

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

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

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 19
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
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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.

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 20
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
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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:

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 21
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Init.

1 Costs of labor, including social security, old age and unemployment insurance, fringe benefits required
by agreement or custom, and workers’ compensation insurance;
.2_ Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or

consumed;

3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor
or others;

4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the
Work; and

.5 Additional costs of supervision and field office personnel directly attributable to the change.

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

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

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

§ 7.4 MINOR CHANGES IN THE WORK

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

ARTICLE 8 TIME

§ 8.1 DEFINITIONS

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

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

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

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

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

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

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 Internationa! Treaties. Unauthorized 22
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
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The City of Nashua has brought together architects, performing arts center experts, community leaders, arts and
performance organizations, private performance oriented businesses, elected officials, and the broader
community to the conversation. The City and its consultants have produced a report and plan that indicate that
the 201 Main Street Building (formerly Alec's Shoes) would be the best site, and that an audience size of 500-700

is the right fit for the region.

At this time, the City is working through the process of approval for a bond measure for this project. The total
amount of the bond is $15.5 million. This bond will support both purchasing the building, and the construction
and fit up for this modern venue. In addition, project organizers will also have to raise $4 million from private
donations to make the project possible and most importantly - truly feasible. These private funds will ensure an

endowment that will produce substantial revenue, and offset the cost of ongoing operations of the project.

We, the undersigned, petition the Nashua, NH Board of Aldermen to unanimously vote yes on the passage of
legislation relative to bonding the proposed Performing Arts Center at a meeting of the full Board of Aldermen

at 7 pm on Tuesday, September 12th.

ry
Name: E/, fy Ba oe
Home address: J D MWsnv € 5 A Ward Number oo

RSA 456-B:1, Ill, B:2, Il
State of New Hampshire

Signed and Sworn to (or affirmed) before me onthe ___ day _ of , by

(name (s) of persons making statement).

(signature of notarial officer}

(Seal, if any)

Justice of the Peace, State of New Hampshire
Or
Notary Public, State of New Hampshire

My commission expires

Init,

§ 8.3 DELAYS AND EXTENSIONS OF TIME

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

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

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

ARTICLE 9 PAYMENTS AND COMPLETION

§ 9.14 CONTRACT SUM

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

§ 9.2 SCHEDULE OF VALUES

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

§ 9.3 APPLICATIONS FOR PAYMENT

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

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

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

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

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

AIA Document A204™ — 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 at 14:10:20 ET on 01/10/2020 under Order No.1403731939 which

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

User Notes: (1145984853)