1-2159-10 SPECIFICATIONS ALCONA ELEMENTARY SCHOOL _ SUGAR SHACK Pages 76-153.pdf

thereby, shall be at the Contractor's expense. The Owner shall have the right to charge the Contractor for any such costs and expenses and to deduct such amounts from any future payments due the Contractor.

§ 12.2.2 After Substantial Completion § 12.2.2.1 In addition to the Contractor's obligations imder Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Confractor shall correct it promptly after receipt of notice from the Owner to do so, unless the Owner has previously given the Confractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition.

During the one year period for correction of Work, if the Owner fails to notify the Confractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. I f the Confractor fails to correct nonconforming Work wifein a reasonable time duritig that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.5.

§ 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work

§ 12.2.2.3 Hie one-year period for correction of Work shall not be extended by corrective Work performed by the Contiactor pursuant to tiiis Section 12.2.

§ 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Confract Documents and are neither corrected by the Contiactor nor accepted by the Owner.

§ 12.2.4 The Contiactor shall bear the cost of correcting desfroyed or damaged constmction of the Owner or Separate Confractors, whether completed or partially completed, caused by the Confractor's correction or removal of Work that is not in accordance with the requirements of the Confract Documents.

§ 12.2.5 Nothing contained in this Section 12.2 or other provisions of the Confract Documents establishing a "correction warranty" or other similar concept shall be constmed to establish a period of limitation with respect to other obligations the Confractor has under the Confract Documents. Documents, including, without limitation. Section

3.5. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Confractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Confract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Confractor's liability with respect to the Confractor's obligations other than specifically to ecsrsst ihc Work.

§ 12.2.6 The Confractor shall respond immediately to correct Work deficiencies and/or punch list items. Failure to correct Work deficiencies and/or punch list items in a timelv fashion shall be a substantial breach, and the Owner may terminate the Contract immediately. The Owner's right of termination in this Section 12.2.6 is separate and distinct from the right of termination in Section 14.2. Whether or not the Confract is terminated, if the Contractor fails to make corrections in a timelv fashion, such Work may be corrected by the Owner, in its sole discretion, at"the Confractor's expense and the Confract Sum may be adjusted by back charge and/or withholding future payments due the Confractor accordingly. The Confractor shall promptly notify the Architect in writing when Work deficiencies and/or punch hst items are completed. If upon review of the Work by the Architect, after such notification by the Confractor, Work deficiencies and/or punch list items shall continue to exist, the Confractor shall reimburse the Owner for any costs incurred by the Owner, plus ten percent (10%) overhead and profit, as well as the Architect's fees for reinspections of tiie Work.

§ 12.3 Acceptance of Nonconforming Work I f the Owner prefers to accept Work that is not in accordance with the requirements of the Confract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. The acceptance of nonconforming Work by the Owner shall be by written Change Order signed by the Owner's authorized wpTesentathc. Acceptance of nonconforming Work may only occur pursuant ft? such written Change Order.

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Unauthorized reproduction o r distr ibution of this AIA'® Document, or a n y portion of it, m a y result in s e v e r e c i v i l a n d c r i m i n a l penalt ies, a n d w i l l be p r o s e c u t e d to the m a x i m u m extent p o s s i b l e under the law. This document w a s produced by AIA software at 15:00:08 E T on 03/01/2019 under Order No.3829727574 which expires on 02/14/2020. and i s not for resale.

U s e r N o t e s : (2016115010)

ARTICLE 13 MISCELLANEOUS PROVISIONS

§13.1 Governing Law The Contract sliall be governed by the law of the place where the Project is located, excluding that jurisdiction's choice of law rules; If die parties have selected arbitration as the method of binding dispute resolution, the Federol Arbitration Act shall govern Section IS.'l.theState of Michigan in all respects, except that Claims and causes of action brought bv the Owner shall not be deemed untimely if filed within six (6) years of Substantial Completion of the entire Project.

§ 13.2 Successors and Assigns § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to covenants, agreements, and obligations contained in the Contiact Documents. Except as provided in Section 13.2.2, neither party to the Contiact shall assign the Contiact as a whole without written consent of the other.

I f either party attempte to make an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contiact.

§ 13.2,2 The Owner may, without consent of the Contiactor, assign the Contiact to a lender providmg construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Confract Documents. The Confractor shall execute all consents reasonably required to facilitate the assignment.

§ 13.3 Rights and Remedies § 13,3,1 Duties and obligations imposed by the Contiact Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights, and remedies otherwise imposed or available by law.

§ 13.3.2 No action or failure to act by the Owner, Architect, or Confractor shall constitute a waiver of a right or duty afforded them under the Confract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed upon in writing.

§ 13,4 Tests and Inspections § 13.4,1 Tests, inspections, and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules, and regulations or lawful orders of public authorities. Unless otherwise provided, die Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections, and approvals. The Confractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements imtil after bids are received or negotiations concluded. The Owner shall directiy arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require.

§ 13.4.2 If the Architect, Owner, or public authorities having jurisdiction determine that portions of the Work require additional testing, mspection, or approval not included under Section 13.4.1, the Architect will, upon written authorization fi'om the Owner, instruct the Confractor to make arrangements for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Confractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.4.3, shall be at the Owner's expense.

§ 13.4.3 Ifprocedures for testing, inspection, or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents. Documents or applicable law, all costs made necessary by such failure, including those of repeated procedures and compensation for the Architect's services and expenses, shall be at the Contiactor's expense.

§ 13.4.4 Required certificates of testing, inspection, or approval shall, unless otherwise required by the Confract Documents, be secured by the Confractor and promptly delivered to the Architect.

§ 13.4.5 I f the Architect is to observe tests, inspections, or approvals required by the Confract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing.

AIA D o c u m e n t AaOl^"-2017. C o p y r i g h t © 1 9 1 1 , 1 9 1 5 , 1 9 1 8 , 1 9 2 5 , 1 9 3 7 , 1 9 5 1 , 1 9 5 8 , 1 9 6 1 , 1 9 6 3 , 1 9 6 6 . 1 9 7 0 . 1 9 7 6 , 1 9 8 7 . 1 9 9 7 , 2 0 0 7 a n d 2 0 1 7 by T h e American Institute of Architects. A l l r i g h t s r e s e r v e d . W A R N I N G : T h i s AIA'^ D o c u m e n t i s protected by U.S. Copyr ight L.aw a n d International T r e a t i e s .

Unauthor ized reproduction o r distr ibution of t h i s AIA''' Document, or a n y portion of it, m a y r e s u l t in s e v e r e c i v i l a n d c r i m i n a l penalt ies, a n d w i l l be p r o s e c u t e d to the m a x i m u m extent p o s s i b l e under the law. T h i s document w a s produced by A I A software at 15:00:08 E T on 03/01/2019 under Order No.3829727574 which expires on 02/14/2020, and is not for resale.

§ 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work.

§13.5 Interest Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate the parties agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.

ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT

§ 14.1 Termination by the Contractor § 14.1,1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fauh of the Contractor, a Subconfractor, a Sub-subconfractor, their agents or employees, or any other persons or entities performing porticms of the Work, for any of the following reasons:

.1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped;

.2 An act of government, such as a declaration of national emergency, that requires all Work to be stopped;

,3 Because the Architect has not issued a Certificate for Payment and has not notified the Confractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made payment on a-an undisputed Certificate for Payment within the time stated in the Confract Docimients.

subject to justifiable withholding of pavment as described herem or in the Contract Documents; or

,4 The Owner has failed to fiimish to the Confractor reasonable evidence as required by Section 2.2.

§ 14,1.2 The Contractor may terminate the Confract if, through no act or fauh of the Confractor, a Subconfractor, a Sub-subconfractor, their agents or employees, or any other persons or entities performing portions of the Work, repeated suspensions, delays, or intermptions of the entire Work by the Owner as described in Section 14.3, constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less.

§ 14.1.3 I f one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Confractor may, upon seven days' notice to the Owner and Architect, terminate the Confract and recover from the Owner payment for Work executed, as well as reasonable overhead ami profit on Work not executed, and costs incurred by reason of such termination.

§ 14.1,4 I f the Work is stopped for a period of 60 consecutive days through no act or fauh of the Confractor, a Subconfractor, a Sub-subconfractor, or their agents or employees or any other persons or entities performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner's obligations under the Confract Documents with respect to matters important to the progress of the Work, the Confractor may, upon seven additional days' notice to the Owner and the Architect, terminate the Confract and recover from the Owner as provided in Section 14.1.3.

§ 14,2 Termination by the Owner for Cause § 14,2.1 The Owner may terminate the Confract if the Confractor

.1 repeatedly refuses or fails to supply enough properly skilled workers or proper materialsjnaterials to the point of negativelv impacting the Project and/or the related schedule;

.2 fails to make payment to Subconfractors or suppliers in accordance with the respective agreements between the Confractor and the Subconfractors or suppliers;

,3 repeatedly disregards applicable laws, statutes, ordinances, codes, mles and regulations, or lawful orders of a public authority;©?

,4 otherwise is guilty of substantial breach of a provision of the Contiact Documents-Documents; or ,5 the Confractor fails to prosecute the Work or any part thereof with promptoess and diligence or fails to perform any provisions of the Contract, or goes into bankruptcy, liquidation, makes an assignment for the benefit of creditors, enters into a composition with its creditors, or becomes insolvent.

§ 14,2.2 When any of the reasons described in Section 14.2.1 exist, and upon certification by the Architect that sufficient cause exists to justify such action, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Confractor and the Confractor's surefy, if any, seven days' notice, terminate employment of the Confractor and may, subject to any prior rights of the surety:three (3) days' notice, terminate the Contiactor's

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Unauthor ized reproduction o r distr ibution of t h i s AIA"' Document, o r a n y portion of it, may result in s e v e r e chril a n d c r i m i n a l penalt ies, a n d w i l l be p r o s e c u t e d to the m a x i m u m extent p o s s i b l e under the law. This document w a s produced by A I A software at 15:00:08 E T on 03/01/2019 under Order No.3829727574 which expires on 02/14/2020, and i s not for resale.

right to proceed with the Work, or such part of the Work as to which such defaults have occurred, and mav take anv one or more of the following actions:

.1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor;

.2 Accept assignment of subconfracts pursuant to Section 5.4; and

.3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall fiunish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work.

In the event the Contractor's surety bond requires notice of intent to declare a default of the Contractor and if such bond notice is provided bv the Owner, such notice shall be adequate to satisfy the three (3) day written notice described above in this Section.

The three (3) day notice period identified in this Section does not give rise to an opportunity for the Contiactor to c\ire the cause for termination. Further, the Owner's failure to properly following the termination procedure shall not be a substantial or material breach of the Contract or the Owner's obligations.

§ 14.2.3 When the Owner terminates the Contiact for one of the reasons stated in Section 14.2.1, the Contiactor shall not be entitled to receive further payment until the Work is finished, § 14.2.4 If the impaid balance of the Contiact Sum exceeds costs of finishmg the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages mcurred by the Owner in pursuing termination and completion of the Work, including actual attorney and legal fees and costs, and not expressly waived, such excess shall be paid to the Contiactor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract.

§ 14.3 Suspension by the Owner for Convenience § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work, in whole or in part for such period of time as the Owner may determine.

§ 14.3.2 The Contiact Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay, or interruption imder Section 14.3.1. Adjustment of the Contiact Sum shall include profit. "No adjustment shall be made to the extent

.1 that performance is, was, or would have been, so suspended, delayed, or interrupted, by another cause for which the Contractor is responsible; or

.2 tiiat an equitable adjustment is made or denied under another provision of die Contiact.

§ 14.4 Termination by the Owner for Convenience § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause.

§ 14.4.2 Upon receipt of notice from the Owner of such termination for the Owner's convenience, the Confractor shall .1 cease operations as directed by the Owner in the notice;

.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work;

and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subconfracts and purchase orders and enter into no furtiier subconfracts and purchase orders.

§ 14.4.3 In case of such termination for the Owner's convenience, the Owner shall pay the Confractor for Work properly executed; executed and costs incurred by reason of the termination, including costs attributable to termination of Subconfracts: and the termination fee, if any, set forth in the Agreement.termination.

AIA D o c u m e n t A201™ -2017. Copyright © 1 9 1 1 . 1 9 1 5 , 1 9 1 8 , 1 9 2 5 . 1 9 3 7 . 1 9 5 1 , 1 9 5 8 , 1 9 6 1 , 1 9 6 3 , 1 9 6 6 , 1 9 7 0 , 1 9 7 6 , 1 9 8 7 , 1 9 9 7 , 2007 and 2017 by T h e American Institute of Architects. All r ights r e s e r v e d . W A R N I N G ; T h i s A I A ® D o c u m e n t is protected by U.S. Copyr ight Uw»r a n d International T r e a t i e s .

Unauthorized reproduction o r distr ibution of t h i s AIA'" Document, or a n y portion of it, m a y result in s e v e r e c i v i l a n d c r i m i n a l penalt ies, a n d w i l l be p r o s e c u t e d to the m a x i m u m extent p o s s i b l e under the law. T h i s document w a s produced by AIA software at 15:00:08 E T on 03/01/2019 under Order No.3829727574 wrtiich expires on 02/14^020, and is not for resale.

ARTICLE 15 CUIMS AND DISPUTES

§15.1 Claims § 15.1.1 Definition A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, a change in the Contract Time, or other relief with respect to the terms of the Contract. Contract, including, but not limited to.

additional sums, additional time for performance, or damages for delay. The term "Claun" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. TTie Contractor shall not knowingly (as "knowingly" is defined in the Federal False Claims Act. 31 USC 3729. et seq^ present or cause to be presented a false or fraudulent Claim. As a condition precedent to making a Claim by the Confractor. the Claim shall be accompanied by an affidavit sworn to before a notary public or other person authorized to administer oaths in the State of Michigan and executed by an authorized representative of the Confractor. which states that "The Claim which is submitted herewith complies with subparagraph 15.1.1 of the General Conditions, as amended, which provides that the Confractor shall not knowingly present or cause to be presented a false or firaudulent claim." Claims of the Owner shall be governed by the relevant Michigan statutory limitations period.

§ 15.1.2 Time Limits on Claims The Owner and Confractor shall commence all Claims and causes of action against the other and arising out of or related to the Confract, whether in confract, tort, breach of warranty or otherwise, in accordance with the requirements of the binding dispute resolution method selected in the Agreement and within the period specified by appUcable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Confractor waive all Claims and causes of action not commenced in accordance with this Section 15.1.2. The Owner shall commence all claims and causes of action in accordance with Section 13.1. regardless of any other time frames identified in the Contiact Documents. The Confractor shall commence all Claims and causes of action in accordance with Section 15.1.2 and Section 15.13, other provisions of the Contiact and in accordance with Michigan taw.

§ 15.1.2.1 Regardless of any provisions to the confrary, the limitations period with respect to any Claim by the Owner with respect to defective or nonconforming Work shall not commence imtil tiie discovery of such defective or nonconforming Work bv the Owner. See also Section 13.1.

§ 15.1.2.2 S u ; ^ Notice and Prjgf Approval Except where otherwise expressly required by the terms of the Agreement or the General Conditions, exercise by the Owner of any confractual or legal right or remedy witiiout prior notice to or approval by the Confractor's surety shall in no way prohibit the Owner's ability to pursue such right or remedy. Further, pursuit of such a right or remedy witiiout prior notice to or approval of surety shall in no way compromise, limit or bar anv claim by the Owner against a surety bond of the Confractor.

§15.1.3 Notice of Claims § 15.1.3,1 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2. the Confractor shall be initiated by notice to the other party Owner and to the Initial Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial Decision Maker. Claims by either party under this Section 15.1.3.1 the Confractor shall be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant Confractor first recognizes the condition giving rise to the Claim, whichever is later. The Confractor's failure to timely and property initiate a Claim shall be an absolute and irrevocable waiver of such Claim. Claims bv the Owner shall be governed by the applicable statute of limitations period, except when a provision of the Contiact Documents provides a longer period.

§ 15.1.3.2 Claims by either the Owner or Confractor, where the condition giving rise to the Claim is first discovered after expimtion of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other portv. In suoh event, no decision bv the Initial Decision Maker is required.NOT USED.

§ 15,1.4 Continuing Contract Performance § 15.1,4.1 Pending final resolution of a Claim, including mediation, arbifration and/or litigation, as applicable, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Confractor shall proceed diligentiy

A W D o c u m e n t AaOl̂ " - 2 0 1 7 . C o p y r i g h t © 1 9 1 1 , 1 9 1 6 . 1 9 1 8 , 1 9 2 5 , 1 9 3 7 . 1 9 5 1 . 1 9 5 8 . 1 9 6 1 . 1 9 6 3 , 1 9 6 6 , 1 9 7 0 , 1 9 7 6 , 1 9 8 7 , 1 9 9 7 , 2 0 0 7 a n d 2 0 1 7 by T h e American Institute of Architects. A l l r ights r e s e r v e d . W A R N I N G : T h i s A I A ® D o c u m e n t i s protected by U.S. C o p y r i g h t L a w a n d International T r e a t i e s .

Unauthor ized reproduction o r distr ibution of t h i s A I A ® Document, or a n y portion of it, m a y result in s e v e r e c i v i l a n d c r i m i n a l p e n a l t i e s , a n d w i l l t>e p r o s e c u t e d to the m a x i m u m extent p o s s i b l e under the law. T h i s document w a s produced by AIA software at 15:00:08 E T on 03A)1/2019 under Order No.3829727574 vvhich expires on 02/14/2020, and is not for resale.

with performance of the Contract and the Owner shall continue to make undisputed payments in accordance with the Contract Documents.

§ 15.1.4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker's decision, subject to the right of either party to proceed in accordonoe with this Article 15. The Architect will issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. NOT USED.

§ 15.1.5 Cfaims for Additional Cost If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided in Section

15.1.3 shall be given before proceeding to execute the portion of the Work that is the subject of the Claim. Failure to provide such notice shall serve as an absolute bar against a Claim for such an increase in the Confract Sum. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. A Proiect delay shall not be a basis for a Claim for additiorial cost by the Confractor. Delays may be remedied only through an extension of time per Sections 8.3.4 and 15.1.6.

§ 15.1.6 Claims for Additional Time § 15.1.6.1 I f the Contractor wishes to make a Claim for an increase in the Confract Time, written notice as provided in Section 15.1.3 shall be given. Failure to give such notice shall be an absolute and irrevocable waiver of a Claim for additional time. The Confractor's Claim shall include an estimate of ooat and of probable effect of delay on progress of the Work, the Work due to the increase in Confract Time sought. In the case of a continuing delay, only one Claim is necessary.

§ 15.1.6.2 I f adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated, and had an adverse effect on the scheduled construction.

§ 15.1.7 Wahrer of Claims for Consequential Damages The Contiactor and Owner waive Claims against each other waives Claims agamst the Owner for consequential damages arising out of or relating to this Confract. This mutual waiver includeswaiver includes, without limitation:

.1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, finoncing, business and reputation, and for loss of management or employee productivity or of the services of suoh persons; and

,2 damages incurred by the Confractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit, except anticipated profit arising directly from the Work.

This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with ̂ \ ^ l e 14. termisaticai. Nothing contained in tiiis Section 15.1.7 shall be deemed to preclude assessment of liquidated damages, when applicable, in accordance with the requirements of the Contiact Documents.

§ 15.2 Initial Decision § 15.2.1 Claims, excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2 or arising xmder Sections 10.3, 10.4, and 11.5, shall be referred to the Initial Decision Maker for initial decision, interpretation. The Architect will serve as the Initial Decision Maker, imless otherwise indicated in the Agreement. Maker. Except for those Claims excluded by this Section 15.2.1, an initial decision interpretation shall be required as a condition precedent to mediation of ony Claim. I f an initial decision mediation, arbifration and/or litigation of any Claim brought by the Contractor against the Owner. If an initial interpretation has not been rendered within 30 days after the Claim has been referred to the Initial Decision Maker, the party asserting the Claim may demand mediation and binding dispute resolution without adecision an interpretation having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Confractor and persons or entities other than the Owner.

§ 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject tiie Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker eoneludes that, in die Initial

A W D o c u m e n t A 2 0 1 ™ - 2 0 1 7 . Copyright © 1 9 1 1 , 1 9 1 5 , 1 9 1 8 , 1 9 2 5 . 1 9 3 7 , 1 9 5 1 , 1 9 5 8 , 1 9 6 1 , 1 9 6 3 , 1 9 6 6 , 1 9 7 0 , 1 9 7 6 , 1 9 8 7 , 1 9 9 7 , 2007 and 2017 by T h e American Institute of Architects. A l l r ights r e s e r v e d . W A R N I N G : T h i s AW^ D o c u m e n t is protected by U.S. Copyr ight L a w a n d International T r e a t i e s .

Unauthor ized reproduction o r distr ibution of t h i s AW^ Document, or a n y portion of it, m a y result in s e v e r e c i v i l a n d cr iminal penalt ies, a n d wi l l be p r o s e c u t e d to the m a x i m u m extent p o s s i b l e under the law. T h i s document w a s produced by AIA sofhArare at 15:00:08 E T on 03/01/2019 under Order

Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim.

interpret the Claim. Within ten (10) davs of a written request, die Contractor shall make available to the Owner or its representative all of its books, records, or other documents in its possession or to which it has access relating to a Claun and shall require its Subcontractors, regardless of tier, and suppliers to do the same.

§ 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision, an interpretation. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense.

§ 15.2.4 I f the Initial Decision Maker requests a party to provide a response to a Claim or to fumish additional supporting data, such party shall respond, within ten days after receipt of the request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial E>eetsion Maker when the response or supportlrig data will be fiimished, or (3) advise the Initial Decision Maker diat no supporting data will be fiimished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will-will, based on its mterpretation, either reject or approve the Claim in whole or in part.

§ 15.2.5 The Initial Decision Maker will render an initial decision interpretation approving or rejecting the Claim, or indicating that the Mtia) Decision Maker i.s unable to resolve the Claim. This initial decision interpretation shall ( I ) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect, if the Architect is not serving as the Initial Decision Maker, of any recommended change in the Confract Sum or Confract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution.If the Claim is timelv and properly asserted, the initial interpretation shall be subject tothe parties' agreed-upon dispute resolution process.

§ 15.2.6 Either porty may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1.

NOTUSED.

§ 15.2.6.1 Either party may, within 30 days from the date of receipt of an initial decision, demand in writing that the other party file for mediation. I f such a demand is made and the party receiving the demand fails to file for mediation within 30 days after receipt thereof, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision.

§ 15.2.7 In the event of a Claim against the Confractor, the Own^Owner. Architect or Initial Decision Maker may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Confractor's default, the Ow?eF-Owner, Architect or Initial Decision Maker may, but is not obligated to, notify the surety and request the surety's assistance in resolving the contioversy.

§ 1Ŝ 2i8 I f 0 Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines.

§15.3 Mediation § 15.3.1 Except as stated in this Agreement or otherwise agreed in writing by the parties. Claims, disputes, or other matters m contioversy arising out of or related to the Confract, except those waived as provided for in Sections 9.10.4,

9.10.5. and 15.1.7.9.10.4 and 9.10.5, shall be subject to mediation as a condition precedent to binding dispute resolution.the parties' agreed-upon dispute resolution process.

§ 15,3.2 The parties shall endeavor to resolve their Clauns by mediation which, imless the parties mutually agree otherwise, shall be administered by the American Arbifration Association in accordance with its Constmction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Confract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding commencement of the parties-agreed-upon dispute resolution proceedings but, in sueli event, mediation shall proceed in advance of binding dispute resolation sucli

A I A D o c u m e n t A 2 0 1 ™ - 2 0 1 7 . Copyright © 1 9 1 1 , 1 9 1 5 . 1 9 1 8 . 1 9 2 5 . 1 9 3 7 . 1 9 5 1 . 1 9 5 8 , 1 9 6 1 , 1 9 6 3 , 1 9 6 6 , 1 9 7 0 , 1 9 7 6 , 1 9 8 7 , 1 9 9 7 , 2007 and 2017 by The American Institute of Architects. A l l r ights r e s e r v e d . W A R N I N G : T h i s A I A ® D o c u m e n t i s protected by U.S. Copyr ight L a w a n d International T r e a t i e s .

Unauthor ized reproduction o r distribution of this A I A ® D o c u m e n t , or a n y portion of it, m a y result in s e v e r e c i v i l a n d c r i m i n a l penalt ies, a n d w i l l be p r o s e c u t e d to the m a x i m u m extent p o s s i b l e under the law. T h i s document w a s produced by A I A software at 15:00:08 E T on 03/01/2019 under Order proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, imless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section 15.3.2, the porties may nonetheless proceed to the selection of the arbifrator(s) and agree upon a schedule for later proceedings.

All limitations periods shall be tolled durmg the mediation process.

§ 15.3.3 Either party may, within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute, demand in writing that the other party file for binding dispute resolution. If suoh a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof, then both parties waive their rights to binding dispute resolution proceedings with respect to the initial decision.NOT USED.

§ 15.3.4 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settiement agreements in any court having jurisdiction thereof.

§1S>4 Arbitration § 15.4.1 I f the parties have selected arbitration os the method for binding dispute resolution in the Agreement̂ ony Claun subject to, but not resolved by, mediation shall be subject to arbifration which, unless the parties mutually agree otherwise, shall be administered by the American Arbifration Association in accordonoe with its Construction Industry Arbitration Rules in effect on the date of the Agreement. The Arbitration shall be conducted in the place where the Project is loooted, unless another location is mutually agreed upon. A demand for arbifration shall be made in writing, delivered to the other party to the Confroct, ond filed with the person or entity admuiistering tiie orbifrotion. The party fihng a notice of demand for orbitiation must assert in the demand all Claims then known to thafporty on which arbifration is permitted to be demanded.

§ 1SAAA A demand for arbifration shall be mode no earlier thon concurrently with the filmg of a request for mediotion, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbifration by the person or entity administering the arbifration shall constitute the institution of legal or equitable proceedings baaed on the Claim.

§ 15.4.2 The award rendered by the orbifrator or arbifrotors shall be final, and judgment may be entered upon it in accordance with oppUcoble low in any court having jurisdiction thereof

§ 15.4.3 The foregoing agreement to orbifrate and other agreements to orbifrote with an additional person or entity duly consented to by parties- to the Agreement, shall be specifieally enforceable under applicable law in any court having jurisdiotion thereof

§ 15.4.4 Consolidation or Joinder The Confractor further agrees to include similar dispute resolution provisions in all agreements with the Subconfractors. suppliers, and mdependent confractors and consultants retained for the Project and to requne them to include a similar dispute resolution provision in all agreements with Subconfractors, all subconsultants, suppliers or fabricators so retained, thereby providing for a consistent method of dispute resolution between the parties to those agreements. Subject to the other limitations periods identified in these General Conditions which are understood to govern over this sentence, no demand for mediation or arbifration shall be made after the date when the applicable statutes of limitation would bar legal or equitable proceedings. During the pendencv of anv mediation or arbifration.

all applicable limitations periods shall be tolled until the conclusion of that process.

With the exception of matters solelv deaUng with the Confract. the Owner reserves the right in its discretion to require consoHdation or joinder of anv mediation or arbifration arising out of or relating to this Agreement with another mediation or arbifration involving a person or entity not a partv to tiiis Agreement in any event the Owner believes such consolidation or joinder is necessary in order to resolve a dispute or avoid duplication of time, expense or effort.

With the exception of matters solely dealing with the Confract, in the event the Owner is involved in a dispute which is not subject to mediation or arbifration involving a person or entity not a party to this Agreement the mediation and arbifration provisions of this article shall be deemed to be void and nonexistent in the event Owner, in its discretion.

AIA D o c u m e n t A201™-2017. C o p y r i g h t © 1 9 1 1 , 1 9 1 6 , 1 9 1 8 , 1 9 2 5 , 1 9 3 7 , 1 9 5 1 , 1 9 5 8 , 1 9 6 1 , 1 9 6 3 , 1 9 6 6 , 1 9 7 0 , 1 9 7 6 , 1 9 8 7 , 1 9 9 7 , 2007 and 2017 by T h e American Institute of Architects. A l l r ights r e s e r v e d . W A R N I N G : T h i s A I A ® D o c u m e n t i s protected by U.S. Copyr ight L a w a n d International T r e a t i e s .

Unauthor ized reproduction o r distr ibution of this A I A ® Document, or a n y portion of it, m a y r e s u l t in s e v e r e c i v i l a n d c r i m i n a l penalt ies, a n d w i l l t>e p r o s e c u t e d to the m a x i m u m e x t e n t p o s s i b l e under the law. T h i s document w a s produced by AIA software at 15:00:08 E T on 03/01/2019 under Order No.3829727574 which expires on 02/14/2020. and i s not for resale.

U s e r N o t e s : (2016115010)

Init.

deterniines the Contractor should become a partv to that dispute by joinder or otherwise. Any mediation or arbitration hearing shall be held in the general location where the Project is located, unless another location is mutually agreed upon.

§ 15.4.4.1 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may consolidate an arbitration conducted under this Agreement with any other arbitrotion to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits oonsoUdation, (2) the arbitrations to be oonsolidoted substontiaHy involve common questions of law or fact, and (3) the orbitrations employ materially similar procedural rules and methods for selecting arbitrator(s).

§ 15.4>4.2 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may include by joinder persons or entities substantially involved m a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall n&t constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent.

§ 15.4.4.3 The Owner and Contractor grant to any person or entity made a porty to an arbitration conducted under this Section IS.'i, whether by joinder or oonsolidation^ the same rights of joinder and consolidation as those of the Owner and Contractor under this Agreement.

A I A D o c u m e n t A 2 0 1 ™ - 2 0 1 7 . Copyright © 1 9 1 1 , 1 9 1 5 , 1 9 1 8 , 1 9 2 5 , 1 9 3 7 , 1 9 5 1 , 1 9 5 8 . 1 9 6 1 , 1 9 6 3 , 1 9 6 6 , 1 9 7 0 . 1 9 7 6 , 1 9 8 7 , 1 9 9 7 , 2007 and 2017 by T h e American Institute of Architects. A l l r ights r e s e r v e d . W A R N I N G : T h i s A I A ® D o c u m e n t i s protected by U.S. Copyr ight L a w a n d International T r e a t i e s .

Unauthor ized reproduction o r distr ibution of t h i s A I A ® D o c u m e n t , or a n y portion of it, may result in s e v e r e c i v i l a n d c r i m i n a l penalt ies, a n d w i l l be

/ p r o s e c u t e d to the m a x i m u m extern p o s s i b l e under the law. T h i s document w a s produced by AIA software at 15:00:08 E T on 03/01/2019 under Order

Certification of Document's Authenticity AIA® Document 0401^ - 2003

I , , hereby certify, to the best of my knowledge, information and beUef, that 1 created the attached final docimient simultaneously with this eertifieation at 15:00:08 ET on 03/01/2019 under Order No. 3829727574 &om AIA Contract Documents software and that in preparing the attached fmal document I made no changes to the original text of AIA® Docimient A201™ - 2017, General Conditions of the Contract for Construction, as published by the AIA in its software, other than changes shown in the attached final document by underscoring added text and stiiking over deleted text.

(Signed)

(Title)

(Dated)

A I A D o c u m e n t D 4 0 1 ™ - 2 0 0 3 . Copyright © 1992 a n d 2 0 0 3 lay T h e American Institute of ArcWects. A l l r ights r e s e r v e d . W A R N I N G : T h i s A I A ® D o c u m e n t i s protected by U.S. Copyr ight L a w a n d International T r e a t i e s . Unauthorized reproduction or distr ibution of t h i s A I A ® Document, or a n y portion of it, m a y r e s u l t in s e v e r e c i v i l a n d c r i m i n a l p e n a l t i e s , a n d w i l l be p r o s e c u t e d to t h e m a x i m u m extent p o s s i b l e under the law. This d o c w i e n t w a s produced by A I A software at 15:00:08 E T on 03/01/2019 under Order No.3829727574 which expires on 02/14/2020, and is not for resale.

DIVISION I

SUPPLEMENTAL GENERAL CONDITIONS

1. LIQUIDATED DAMAGES

Liquidated damages are identified in Section 8.4.2 of the AIA 2017 General Conditions of the Contract for Construction

PROTECTION OF LIVES AND HEALTH

In order to protect the lives and health of his employees under the contract, the contractor shall comply with all pertinent provisions of the "Manual of Accident Prevention in Construction" issued by the Associated General Contractors of America, Inc. The Contractor shall also maintain an accurate record of all cases of death, occupational disease, and injury requiring medical attention or causing loss of time from work, arising out of and in the course of employment, of work, under the contract.

The contractor, alone, shall be responsible for the safety, efficiency and adequacy of his plant, appliances, methods, and for any damage which may result from their failure or their improper construction, maintenance, or operation.

3. WARNING SIGNS AND BARRICADES

The Contractor shall provide adequate signs, barricades, red lights, watchmen and take all necessary precautions for the protection, of the work, and the safety of the public. All barricades and obstructions shall be protected at night, by signal lights, from sunset to sunrise. Barricades shall be of suitable construction and shall be painted to increase their visibility at night. Suitable warning signs shall be so placed and illuminated at night, as to show in advance where construction, barricades or detours exist.

4. CONFLICT WITH OR DAMAGE TO EXISTING UTILITIES

Insofar as location data is available to the Architect, existing underground utilities (such as water lines, sewer lines, natural gas lines, underground telephone and electrical conduits) are located on the drawings. However; due to the approximate nature of such data and information, the locations of any particular utility cannot be certified as being correct. In general, the locations and elevations are approximate only. Representatives of each of the utilities involved will be on the site during construction to assist in the location of existing utilities.

5. CARE OF THE WORK

The Contractor shall have full charge of the premises and work under construction, until completion and final acceptance of the work, under the contract, except as noted in the Special Conditions.

The Contractor shall be responsible for all injury to work, in the process of construction, as well as for all property or materials stored on the premises that may be damaged or stolen while the work is in his care. The Contractor shall also make good all such damage or loss without expense to the Owner, except as noted in the General Conditions.

The Contractor shall confine his apparatus; the…