SUPPLEMENTARY GENERAL CONDITIONS*

HANOVER COUNTY’S AMENDMENTS

TO AIA DOCUMENT A201, GENERAL CONDITIONS

OF THE CONTRACT FOR CONSTRUCTION - 2017 EDITION

This document modifies portions of the “General Conditions of the Contract for Construction (AIA Document

A201, 2017 Edition). Where any portion of an Article of the General Conditions is amended, voided or otherwise modified by this supplement, other portions of that article not specifically amended shall remain in effect.

The article numbers in these Amendments correspond to the article numbers in AIA Document A201, 2017 Edition, are for convenience only and have no other significance. The following amendments to AIA Document A201, 2017 Edition are hereby incorporated into the General Conditions of the Contract for Construction between the Contractor and Hanover

County:

ARTICLE 1

GENERAL PROVISIONS

1.1.1 In the first sentence, before “Drawings” add “Bid Form,”.

1.1.2 (1) In the fourth sentence, after “consultants,” add “except or unless as stated in the Contract between the

Owner and the Architect.”

(2) In the last sentence, after “obligations” add “of the Contractor”.

ADD THE FOLLOWING:

1.1.9 THE PRODUCT

The term “product” as used in the Contract Documents includes materials, systems, and equipment.”

1.1.10 THE PROJECT MANUAL

The Project Manual is a volume assembled for the Work, which may include the bidding requirements, sample forms, conditions of the Contract and Specifications.

1.2.2 .1 Wherever in the Contract Documents the words “as approved,” “as directed,” “as required,” “acceptable,”

“satisfactory” and other similar words are used with reference to the Work or its performance, and without further qualification, they shall mean as approved, as directed and as required by the Architect and acceptable, satisfactory, etc. to the Architect.

.2 In case of conflict in the Contract Documents, Contractor shall interpret or construe the Contract Documents so as to ensure the most substantial and complete performance of the Work.

.3 Plumbing, Mechanical, and Electrical drawings are diagrammatic, showing general locations and arrangements of piping, wiring, equipment and specialties; not necessarily showing all required offsets, conditions and appurtenances required for maximum practical accessibility for operation, maintenance and clearances. The Contractor shall coordinate this Work in order to achieve the required Work and notify the

Architect immediately of conditions which do not comply or will not allow for this condition.

.4 Plumbing, Mechanical, and Electrical drawings are diagrammatic, showing general locations and arrangements of piping, wiring, equipment and specialties; not necessarily showing all required offsets, conditions and appurtenances required for maximum practical accessibility for operation, maintenance and clearances. The Contractor shall coordinate this Work in order to achieve the required Work and notify the

Architect immediately of conditions which do not comply or will not allow for this condition.

1.2.3 After the first sentence, add “Notwithstanding any other language to the contrary contained in the Contract

Documents, in the case of an inconsistency between Drawings and Specifications or within either Document not clarified by Addendum, the better quality and/or the more expensive and/or greater quantity of Work shall be provided in accordance with the Architect’s interpretation.”

1.2.4 Equipment and materials specified in the Contract Documents shall be furnished complete with all features normally provided with such items, although all features of design and construction may not be specified in complete detail. Such features shall be subject to the approval of the Architect and shall include all standard accessories and appurtenances normally provided or which are required for safe operation.

1.2.5 Where references are made throughout the Specifications to standards or specifications of trade associations, standards and testing organizations, etc., or to the directions, recommendations, or specifications of manufacturers, in all cases the latest approved printed copies of these items shall apply, and all work shall be done in accordance therewith. Any variations or conflicts in the Specifications and referenced standards, directions and specifications must be called to the Architect’s attention before beginning the work.

1.5.1 Delete in its’ entirety and replace with the following “All drawings, specifications and copies thereof furnished by the Architect are and shall remain the Owner’s property. They may only be used with respect to this Project and are not to be used on any other project. With the exception of one (1) contract set for each party to the

Contract, such documents are to be returned or suitably accounted for to the Owner or Architect on the Owner’s behalf, on request at the completion of the Work. Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in abrogation of the Architect’s common law copyright or other reserved rights, as modified by the contractual arrangement between the Architect and the Owner.”

1.6.1 The Architect may, with the concurrence of the Owner, furnish to the Contractor versions of the Instruments of

Service in electronic form. The Contract Documents executed or identified in accordance with Section 1.5.1 shall prevail in case of an inconsistency with subsequent versions made though manipulatable electronic operations involving computers.

1.6.2 The Contractor shall not transfer or reuse Instruments of Service in electronic or machine-readable form without the prior consent of the Architect.

1.7 The Contract Documents shall be signed by the Owner and Contractor. If either the Owner or the Contractor or both do not sign all the Contract Documents, the Architect shall identify such unsigned Documents upon request.

ARTICLE 2

OWNER

2.1.1 .1 The Owner is Hanover County, Hanover, Virginia.

.2 The Owner’s project representative is NAME, TITLE, ENTITY, ADDRESS, TELEPHONE.

2.1.2 Delete this Section in its entirety.

2.2 Delete this Section in its entirety.

2.3.3 Delete “as to whom the Contractor has no reasonable objection and”.

2.3.4 Delete the last sentence.

2.3.6 Delete this Section and replace it with the following: “Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, such copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work.”

2.3.6 .1 At the Architect’s sole discretion, selected electronic (CAD) Drawing files may be made available for use by the Contractor after execution of the Contract for Construction. Such electronic files are not part of the

Contract Documents. If available, the Architect shall release them to the Contractor subject to the terms and conditions established by the Architect, to which the Contractor must agree without exception prior to release of the electronic files. Refer to ARCHITECTS WEB SITE for the Architect’s current Request for

Electronic (CAD) Files form, which defines the applicable terms and conditions.

.2 Complete sets of Contract Documents will not be made available to the Contractor in electronic digital format.

2.4 (1) In the first sentence, delete “repeatedly”.

(2) After the last sentence, add “Failure of the Owner to notify the Contractor of necessary corrections or to stop the work shall not relieve the Contractor of any responsibilities or obligations of the Contract

Documents.”

2.5 (1) In the second sentence, delete “Such action by the Owner and amounts charged to the Contractor are both subject to prior approval” and replace it with “The Owner will notify the Architect of such action and the amount to be charged to the Contractor and will consider any comments”.

(2) At the end of the third sentence, add “immediately upon demand. Such Change Order shall be deemed agreed to by the Contractor for the purposes stated in Section 7.2.1 even if the Contractor fails to sign such

Change Order.”

2.5.1 The rights stated in Article 2 shall be in addition to and not in limitation of any other rights of the Owner granted in the Contract Documents or at law or in equity.

ARTICLE 3

CONTRACTOR

3.2.1 (1) Delete “generally.”

(2) At the end of the Section, add “Failure by the Contractor to acquaint itself with such conditions shall not relieve it of the responsibility for successfully performing the Work pursuant to the terms of the Contract

Documents.”

3.2.3 .1 Dimensions of the Work shall not be determined by scale or rule. Figured dimensions shall be used at all times.

.2 The Contractor shall verify all dimensions by measurement at the job site and shall take any and all other measurements necessary to verify the Drawings and to properly lay out the Work.

.3 The Contractor shall study the Contract Documents sufficiently in advance of the actual layout of the Work to allow the Contract Documents to be interpreted or modified by the Architect.

.4 The Contractor shall verify all grades, lines, levels, and dimensions indicated on the Drawings and shall report all inconsistencies in writing to the Architect and shall receive clarification of such inconsistencies from the Architect before commencing work.

.5 Dimensioned and written information takes precedence over scale on all Drawings.

3.2.4 In the third sentence, delete everything after “Contractor” and replace it with “.(or any person in contract with

Contractor relating to the subject Project) knew, or should have known, that an error, inconsistency, omission, ambiguity, discrepancy, conflict or variance exists in the Contract Documents, or between the Contract

Documents and any of the codes, specifications and standards set forth therein, the Contractor has the obligation to seek a clarification thereof from the Architect prior to the time the Work is performed which is affected by such error, inconsistency, omission, ambiguity, discrepancy, conflict or variance. The Contractor shall not be liable for damages relating thereto, if he has met this obligation. The Owner will welcome such a clarification request and, if deemed necessary by the Owner, the Architect or the Owner will issue a written addendum clarifying the matter in question. Should Contractor fail to seek such a clarification thereof immediately upon the discovery of the need therefor, prior to the time the said Work is performed, the Contractor thereby waives, and agrees to indemnify and hold the Owner harmless from, any claim, suit or cause of action arising out of or related to such error, inconsistency, ambiguity, discrepancy, conflict or variance which Contractor (and any person in contract with Contractor relating to the subject Project) knew or should have known existed prior to the time the Work was performed.”

3.2.5 The Contractor will be held responsible for locating all underground structures such as water, oil and gas mains, water and gas services, storm and sanitary sewers and telephone and electric conduits which may be encountered during the construction operation. Contractor shall dig test holes to determine the position of the underground structures. The Contractor shall pay the cost of digging test holes and likewise shall pay the cost of the services of representatives of the owners of such utilities for locating the said utilities. The cost of determining the location of any and all utilities is to be included in the bid price.

3.2.6 The Owner shall be entitled to deduct from the Contract Sum amounts paid to the Architect for the Architect to evaluate and respond to the Contractor’s requests for information, where such information was available to the

Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner-provided information, Contractor-prepared coordination drawings, or prior correspondence or documentation.

3.3.1 In the second sentence, delete “solely.”

3.3.2 At the end of the last sentence, add “and for any damages, losses costs and expenses resulting from such acts or omissions.”

3.4.1 .1 The Contractor shall be required to pay all utility bills (e.g., heating, air conditioning, water) incurred through the date of final acceptance by the Owner.

3.4.2 .1 Not later than fifteen (15) days from the date of commencement under paragraph 8.1.2, the Contractor shall provide a list of all products proposed for installation, including the name of the manufacturer of each, for review and approval by the Owner Items specified by manufacturers’ model numbers and name proposed for installation do not need to be listed. The list shall be tabulated by, and be complete for, each section of the specifications. Where applicable, subcontractors’ names shall be included on the list.

.2 No substitution will be considered unless the Contractor has submitted a written request for approval, and the Architect has received that request, at least seven (7) days before the Contractor provides the products list required by sub-Section 3.4.2.1. Each such request shall include the name of the material or equipment for which it is to be substituted and a complete description of the proposed substitute, including drawings, cuts, performance and test data and any other information necessary for evaluation. A statement setting forth any changes in other materials, equipment or work that incorporation of the substitute will require shall be included in the request. The burden of proof of the acceptability of the proposed substitution shall be upon the party proposing the substitution. The Architect’s decision to approve or disapprove a proposed substitution shall be final.

3.4.4 By making requests for substitutions, the Contractor:

.1 Represents that the Contractor has personally investigated the proposed substitute product and determined that it is equal or superior in all respects to that specified.

.2 Represents that the Contractor will provide the same warranty of the substitution that it would for that specified.

.3 Certifies that the cost data presented is complete and includes all related costs under this Contract except the Architect’s redesign cost, and waives all claims for additional costs related to the substitutions which subsequently become apparent.

.4 Shall coordinate the installation of the accepted substitute, making sure changes as may be required for the

Work to be complete in all aspects.

3.5.1 After the last sentence, add “This warranty shall not be limited pursuant to Section 12.2.2.”

3.5.3 The guarantee period for any system or systems on which required tests have not been successfully performed as of the Date of Substantial Completion for the Work, due to seasonable limitations, shall begin after the required tests have been successfully performed.

3.7.1 Delete this Section and replace it with the following “The Contractor shall pay for all permits, governmental fees and licenses necessary for the proper execution and completion of the Work which are legally required prior to and during construction including all costs and fees for electric service with the exception of Dominion

Virginia Power connection fee, the Hanover County Building Permit and the Hanover County Mechanical, Plumbing and Electrical Trade Permit fees which shall be paid by the Owner, including underground work.

Even though these fees will be paid by the Owner, the Contractor is responsible for securing these permits from the Hanover County Building Inspections office. The Contractor and all its subcontractors shall comply with all codes, standards, and other regulations applicable to the Project and shall obtain a Certificate of Final

Occupancy upon completion of the Project as a condition precedent to final acceptance and payment.”

3.7.3 (1) After “Work”, delete “knowing it to be”.

(2) After “assume”, delete “appropriate”.

3.7.4 (1) In the second sentence, delete “Architect” and insert “Owner”.

(2) At the end of the second sentence, after “both” add, “and the recommendation of the Owner shall be binding on the Contractor.”

(3) Delete the third sentence beginning with “If the Architect,”.

3.8.3 After “promptness” add “after notice to the Owner by the Contractor. The Contractor shall identify the date for

Owner’s selection on the critical path of the Contractor’s Construction Schedule and provide the Owner a minimum of fifteen (15) days’ notice before this date.”

3.9.4 The Superintendent shall be required to carry a cell phone, at the Contractor’s expense, and for the duration of the Work. The cellular phone number shall be given to the Owner and Architect prior to commencement of any Work. In addition, day, evening, night, and weekend phone numbers shall be provided to the Owner so that the Contractor can be contacted at any time should an occurrence at the Project Site require action on the

Contractor’s part as determined by the Owner.

3.9.5 The Superintendent employed by the Contractor shall have a minimum of five (5) years commercial experience as the primary Superintendent on projects of similar size and complexity as the Work. The Contractor shall submit to the Architect a resume and other supporting documentation showing that the proposed Superintendent is competent and has the minimum work experience required to execute the Work. The Owner reserves the right to request additional supporting documentation regarding the proposed Superintendent’s qualifications and to require the Contractor to propose an alternate Superintendent who better meets the requirements contained in this Article, as may reasonably be determined by the Owner. The Contractor shall notify the

Architect and Owner in writing of any proposed replacement of the Superintendent. The Contractor shall not replace a competent Superintendent without prior written approval from the Owner. The requirements contained in this Article shall apply to any proposed replacement Superintendent, regardless if the proposed tenure is to be temporary or permanent.

3.9.6 The Contractor shall employ a Project Manager to be assigned to the Work. The Project Manager employed by the Contractor shall have a minimum of five (5) years commercial experience as Project Manager on projects of similar size and complexity as the Work. The Contractor shall submit to the Architect a resume and other supporting documentation showing that the proposed Project Manager is competent and has the minimum work experience required to execute the Work. The Owner reserves the right to request additional supporting documentation regarding the proposed Project Manager’s qualifications and to require the Contractor to propose an alternate Project Manager who better meets the requirements contained in this Article, as may reasonably be determined by the Owner. The Contractor shall notify the Architect and Owner in writing of any proposed replacement of the Project Manager. The Contractor shall not replace a competent Project Manager without prior written approval from the Owner. The requirements contained in this Article shall apply to any proposed replacement Project Manager, regardless if the proposed tenure is to be temporary or permanent. The Project

Manager shall not act as the Superintendent or replacement for the Superintendent without written approval from the Owner.

3.10.2 Delete this Section in its entirety and replace with “Regular working hours shall not exceed 40 hours per week, 8 hours per day (between 7:00 am and 6:00 pm), Monday through Friday. No work shall be done between 6:00 pm and 7:00 am without the permission of the Owner. Requests to work during other than regular working hours or on legal holidays must be submitted to the Program Manager at least 48 hours in advance of the period proposed for such work and shall set forth the proposed schedule for such work to give the Program Manager ample time to arrange for appropriate personnel to be at the site of the work. Legal holidays observed by Owner include Labor Day, Veterans Day, Thanksgiving (2 days), Christmas (2 days), New Year’s Day, Jackson/Lee/King Day, President’s Day, Memorial Day, and Independence Day (total of 11 days). However, emergency work may be done without prior permission.

3.10.3 Delete this Section in its entirety and replace with “The Contractor warrants that it will meet the most recent schedules.”

3.10.4 If the Contractor shall fail to adhere to the latest approved construction schedule or to the schedule as revised, the Contractor must promptly adopt such other additional means and methods of construction, at no extra cost to the Owner, as shall make up for the time lost and shall assure completion in accordance with such schedule.

If the Contractor’s progress is more than 10% behind the construction schedule, partial payments may, at the sole discretion of the Owner, be withheld until such time as the Work is at least within 90% of the construction schedule.

3.12.5 At the end of the Section, add “Submittals which are not marked as reviewed for compliance with the Contract

Documents and approved by the Contractor may be returned by the Architect without action.”

3.12.10 In the first sentence, after “shall” delete “not”. After “engineering” replace “unless” with “when”. After

“Work” replace “or unless” with “and when.”

3.12.10.1 In the third sentence, delete “specifically.”

3.12.11 The Contractor shall not reproduce all or any portion of the Contract Documents. Unless otherwise directed or specified, one reproducible original and six copies of each Shop Drawing shall be submitted with each submittal or re-submittal. Unless otherwise directed or specified, seven copies of Product Data shall be submitted with each submittal or re-submittal. Unless otherwise directed or specified, samples shall be submitted in duplicate and shall be properly labeled, bearing the name and quality of material, name of manufacturer, name of Project, name of Contractor, and date of submission.

3.12.12 The Architect’s review of Contractor’s submittals will be limited to examination of an initial submittal and two

(2) resubmittals. The Architect’s review of additional resubmittals will be made only with the consent of the

Owner after notification by the Architect. The Owner shall be entitled to deduct from the Contract Sum amounts paid to the Architect for evaluation of such additional resubmittals.

3.13.1 The Contractor shall not use areas of the site not designated in the Contract Documents as part of the Work unless otherwise indicated in the Contract Documents or required and incidental to complete the Work. Keep activity within the defined construction fencing on the civil Drawings.

3.14.3 No alteration of structural members (drilling, cutting, punching, burning, etc.) shall be done without the prior approval of the Architect of the specific nature, size, location of such alterations. After such approval, the

Contractor shall be responsible for performing the Work in accordance with the approved alteration and in such a manner as to prevent damage to adjacent construction. Approval to alter structural members shall not be construed to affect the Contractor’s responsibility for the adequacy or the strength of such members providing such alteration is performed in accordance with the Architect’s instructions.

3.15.3 The Contractor shall provide an on-site waste receptacle or receptacles of sufficient size and capacity to dispose of waste materials and rubbish that accumulate on the site. These receptacles shall be emptied on a regular basis, as needed, but at least once a week. The Contractor shall dispose of all waste materials and rubbish at an approved site for waste disposal.

3.18.1 (1) In the first sentence, delete “but only to the extent” and after “caused” add “in whole or in part.”

(2) In the second sentence, after “indemnity” delete “that” and replace it with “which”.

ARTICLE 4

ARCHITECT

4.1.1 At the end of the Section, add “Such terms as “Architect-Engineer”, “Engineer”,’ and “A-E”, if used in these

Contract Documents, is intended to mean the Architect and its consultants unless otherwise intended by the context or usage of such terms. Such terms do not mean or include any design professional of Contractor or

Subcontractor.”

4.1.2 After “Owner”, delete “, Contractor”.

4.2.1 At the end of the Section, add “With the Owner’s concurrence, the Architect may from time to time also provide contract administration during the one-year period for correction of Work described in paragraph 12.2.”

4.2.2 (1) In the first sentence, delete “generally”

(2) At the end of the first sentence delete “a manner indicating that the Work when fully completed, will be” and add “accordance with the Contract Documents as more specifically provided in the Agreement between

Owner and the Architect.”

(3) Delete the second sentence which starts “However, the Architect” in its entirety

4.2.2 .1 The Contractor shall reimburse the Owner for compensation paid to the Architect for additional site visits made necessary by the fault, neglect or request of the Contractor.

4.2.3 At the end of the last sentence, add “except as provided in the Agreement between the Owner and the Architect.”

4.2.6 Delete the last sentence.

4.2.7 (1) In the first sentence, after “Samples”, delete “but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.”

(2) Delete the third sentence.

4.2.8 Delete the second sentence.

4.2.12 Delete the second sentence and add “In its capacity as interpreter and judge, the Architect shall use its best efforts to secure faithful performance by the Contractor.”

ARTICLE 5

SUBCONTRACTORS

5.2.1 (1) In the first sentence, delete “as soon as practicable” and replace them with “within 15 days.”

(2) At the end of the first sentence, delete “each principal portion of.”

(3) In the second sentence, delete “within 14 days of receipt of the information,”.

(4) In the second sentence, delete “(1)”.

(5) At the end of the second sentence, delete “or (2) that the Architect requires additional time for review.”

(6) Delete the last sentence.

5.2.1 .1 The Contractor shall provide the names of persons or entities proposed for each principal portion of the

Work ("list of proposed Subcontractors") to the Architect no later than two days prior to the date of the Pre-construction Conference. The Contractor shall provide Virginia Contractor’s License number and Class for each proposed Subcontractor.

5.2.2 In the first sentence, delete “and timely.”

5.2.3 Retain the first sentence of the Section but delete the remainder of the Section.

5.3.1 The Contractor shall not be released from any part of its liabilities or obligations under the Contract should any

Subcontractor fail to perform in a satisfactory manner the work undertaken by him.

5.3.2 Except as provided in Section 5.4, nothing contained in this Contract shall be construed as creating a contractual relationship between the Owner and any subcontractor. The Specifications do not control the Contractor in dividing the Work among subcontractors, nor do they limit the work performed by trade.

5.3.3 The Contractor shall be responsible to the Owner for acts and omissions of the Owner’s employees, and of all subcontractors and their employees. The Contractor shall also be responsible for the coordination of the work of the subcontractors and suppliers.

5.3.4 The Architect will not undertake to settle any differences between or among the Contractor and its subcontractors or suppliers.

5.3.5 The Contractor shall employ specialty subcontractors when required by the Specifications, at no additional expense to the Owner. “Specialty subcontractors” are subcontractors regularly engaged in the manufacture or installation of Contract items. Specialty subcontractors shall select and combine the materials involved and maintain and have available workmen skilled in the specified work. Specialty subcontractors shall be the manufacturers, licensed by the manufacturers as installers, or work under the direct supervision of the manufacturers.

5.3.6 All work shall be performed by mechanics skilled in the trade.

5.4.1.1 At the end of the Section, delete “and Contractor.”

5.4.2 Delete this Section in its entirety.

5.4.3 Delete the last sentence.

ARTICLE 6

CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

6.3 At the end of the Section, delete “the Architect will.”

ARTICLE 7

CHANGES IN THE WORK

7.3.3 Delete this Section and replace it with the following “In making any change, the charge or credit for the change shall be determined by one of the following methods selected by the Owner:

.1 By using unit prices and calculating the number of net units of Work in each part of the Work which is changed, either as the Work progresses or before the Work on the change commences, and by then multiplying the calculated number of units by the applicable unit price set forth in the Contract or by a mutually agreed unit price if none was provided in the Contract. No additional percentage markup for overhead or profit shall be added to the unit prices;

.2 By a mutually agreed change to the Contract price and/or time allowed for completion of the Work. The

Change Order shall be substantiated by documentation itemizing the estimated quantities and costs of all labor, materials, and equipment required as well as any mark-up used. The price change shall include the

Contractor’s overhead and profit;

.3 By ordering the Contractor to proceed with the change to the Work and to keep and present, in such form as the Owner may direct, an accurate itemized account of the cost of the changes to the Work, both additive and deductive, together with vouchers, invoices, and labor records necessary to substantiate the account.

The cost shall include an allowance for overhead and profit as set forth in the following Sections.

.4 By using as a source for changes for the Work (except those unit prices specifically included in the Contract, if any), the unit prices in the Means Building Construction Cost Data, latest edition, R.S. Means Company, Inc., adjusted for Richmond, Virginia. These unit prices shall be used as a maximum limiting charges and minimum credits allowable for any change in the Work.”

7.3.6 Delete this Section in its entirety.

7.3.7 Delete this Section in its entirety.

7.3.9 In the last sentence, delete “either party to disagree and” and replace them with “the Contractor to”.

ARTICLE 8

TIME

8.1.2 Add to the end of the Section “The date shall not be postponed by the failure to act of the Contractor or of persons or entities for whom the Contractor is responsible.”

8.2.2 At the end of the sentence, delete “and Owner”.

8.3.1 Delete “(4) by delay authorized by the Owner pending mediation and binding dispute resolution:”. At the end of the Section, after “Architect may determine,” insert “and to which the Owner has agreed.”

8.3.3 Add to the end of the Section “Should the Contractor fail to complete his work on or before the time set forth in the Contract Documents or as provided in the Contract Documents covering any extensions of time, the

Owner may retain the amount set forth in the Bid Form as liquidated damages for each calendar day or part thereof that the Work is not completed after the completion date.”

ARTICLE 9

PAYMENT AND COMPLETION

9.1.2 Delete this Section and replace it with the following “The allowance for overhead and profit combined, included in the total cost to the Owner, shall be based on the following schedule. Stated percentages shall be applied to the NET cost of the changed work:

.1 If the General Contractor does all or part of the changed Work, its mark-up shall be a maximum of 15% on its direct work only.

.2 If a Subcontractor does all or part of the changed Work, its mark-up shall be a maximum of 15% on its direct work only and the General Contractor’s mark-up on the Subcontractor’s price shall be a maximum of 10%.

.3 If a sub subcontractor at any tier does all or part of the changed Work, the sub subcontractor’s mark-up on its direct work only shall be a maximum of 15%. The mark-up of the sub subcontractor’s work by the

General Contractor and all intervening tiers of subcontractors shall not exceed the total of 10%.

.4 Those Subcontractors who do not enter into the changed Work shall not add the cost thereof.

.5 Where Work is deleted from the Contract prior to its commencement, without substitution of similar Work, 100% of the Contract price of that Work shall be deducted. In the event that material submittals have been approved and orders placed for said materials, a lesser amount, but in no case less than 80% of the Contract prince for that Work shall be deducted. Credit for Performance and Labor and Materials Bonds shall be

100%.”

9.2 In the third sentence, delete “unless objected to by the Architect” and replace with “if accepted by the Architect and Owner”.

9.3.1 In the first sentence, after “Payment”, insert “, AIA Document G702,”.

9.3.1.3 Until final completion, the Owner will pay 95% of the amount due the Contractor on account of progress payments.

9.3.2.1 Contractor shall provide invoices, package slips, or other form of supporting data for materials stored on-site claimed on the progress payment, unless it can be verified through on-site observations. The Contractor shall maintain concise bill of materials and label materials stored on-site for ready identification and verification.

9.5.1 In the fourth sentence, delete “for which the Contractor is responsible”.

9.6.1 In the first sentence, after “Contract Documents” delete “, and shall so notify the Architect” and add “if approved by the Owner and shall so notify the Architect.” At the end of the Section, add the following: “Owner will make payments, less 5% retainage, to the Contractor approximately 30 days after the Contractor’s

Application for Payment has been approved by the Architect.”

9.6.1.1 The Owner may withhold payments to the Contractor notwithstanding the Architect’s certification if it is necessary, in the Owner’s opinion, to do so to protect the Owner from loss due to any of the reasons set forth in Sub-Sections 9.5.1.1 through 9.5.1.7.

9.6.2 Delete this Section in its entirety.

9.6.9 If the Contractor shall fail to adhere to the approved progress schedule or to the schedule as revised, he must promptly adopt such other additional means and methods of construction as shall make up for the time lost and shall ensure completion in accordance with such schedule. If the Contractor’s progress is more that 10% behind his projected schedule, partial payments may be withheld until such time as the Work is at least within 90% of the Project schedule.

9.6.10 The Owner will pay the Contractor for stored materials to the extent permitted by the Contract Documents. In no case shall the Contractor be entitled to payment from the Owner for materials stored off the job site unless the Contractor has supplied the Owner with a certificate of insurance showing sufficient insurance coverage against loss or destruction of material, with the Owner named as additional insured; and unless the Contractor has notified the Owner in writing of the location of the materials.

9.6.11 Prompt Payment of Subcontractors

.1 Within seven (7) days after receipt of amounts paid to the Contractor by the Owner for Work performed under this Agreement, the Contractor shall do one of the following:

a. Pay each Subcontractor for the proportional share of the total payment received from the Owner attributable to the Work performed by the respective Subcontractor under This Agreement; or

b. Notify the Owner and Architect, and Subcontractor, in writing, of the Contractor’s intention to withhold all or part of the Subcontractor’s payment with the reason for nonpayment.

.2 The Contractor shall pay interest to each Subcontractor on all amounts owed by the Contractor that remain unpaid after seven (7) days following receipt by the Contractor of payment from the Owner for Work performed by the affected Subcontractor under this Agreement, except for amounts withheld as allowed in

Section 9.6.8 above. Unless otherwise provided under the terms of this Agreement, for purposes solely of these prompt payment provisions, interest shall accrue at the rate of one percent (1%) per month.

.3 In each Subcontract, the Contractor shall include a provision requiring each Subcontractor to include or otherwise be subject to the same payment and interest requirements with respect to each lower-tier

Subcontractor (Sub-Subcontractor).

.4 The Contractor’s obligation to pay interest to a Subcontractor pursuant to the prompt payment provisions is not an obligation of the Owner, and no modification shall be made to this Agreement and no cost reimbursements claim shall be made for the purpose of providing reimbursement by Owner for such interest charge.

9.7 In the first sentence, delete “or awarded by binding dispute resolution.” Delete the last sentence”

9.8.1.1 The date of Substantial Completion is the date determined by Architect for such stage when the Work is sufficiently complete that the Owner can fully occupy or utilize the Work for its intended purpose, with all of the Work’s parts and systems operable as required by the Contract Documents. Only incidental cleaning, if required beyond cleaning needed for the Owner’s full occupancy or utilization, may remain for final completion.

9.8.3.1 Except with the consent of the Owner, the Architect will provide no more than two (2) inspections to determine whether the Work or a designated portion thereof has attained Substantial Completion in accordance with the

Contract Documents. The Owner shall be entitled to deduct from the Contract Sum amounts paid to the

Architect for any additional inspections.

9.8.6 Substantial Completion shall occur within the time frame designated on the Bid Form following the

Contractor’s receipt of the Notice to Proceed. At the time the Contractor makes a written request for an inspection to determine Substantial Completion, in accordance with Article 9.8 of the General Conditions, the following must be accomplished:

.1 The Contractor shall have made his own punch list inspection and corrected those items noted.

.2 The Contractor shall have provided the Architect with a list of items which remain to be completed or corrected, but which do not preclude the use of the premises by the Owner for its intended purposes. Items not complete, including punch list items which require occupants to change their procedures to avoid ladders, painting activities, and similar obstructions created by the Contractor are not allowed. All such items must be complete prior to Substantial Completion.

.3 Should additional site visits or other work by the Architect be required which is attributable to the

Contractor, or the Contractor’s failure to complete Work in a satisfactory manner, the cost of the Architect’s time and reimbursable expenses associated with such visits or work will be the Contractor’s responsibility, and will be charged to the Contractor. Additional Site visits or work relating to completing the Contract, or work required by the Architect after the scheduled visit for Certification of Final Payment will also be charged to the Contractor. The Owner, using the Architect’s approved hourly billing rates, will make all such charges to the Contractor.

9.10.1.1 Except with the consent of the Owner, the Architect will provide no more than two (2) inspections to determine whether the Work or a designated portion thereof has attained final completion in accordance with the Contract

Documents. The Owner shall be entitled to deduct from the Contract Sum amounts paid to the Architect for any additional inspections.

9.10.3 Delete the final sentence.

9.10.4 Delete this Section in its entirety.

9.10.6 Final Completion shall occur within the time frame designated on the Bid Form following the Contractor’s receipt of the Notice to Proceed. At the time the Contractor makes a written request for an inspection to determine Final Completion, in accordance with Article 9.10 of the General Conditions, the following must have been accomplished:

.1 Should additional site visits or other work by the Architect be required which is attributable to the

Contractor, or the Contractor’s failure to complete Work in a satisfactory manner, the cost of the Architect’s time and reimbursable expenses associated with such visits or work will be the Contractor’s responsibility, and will be charged to the Contractor. Additional Site visits or work relating to completing the Contract, or work required by the Architect after the scheduled visit for Certification of Final Payment will also be charged to the Contractor. The Owner, using the Architect’s approved hourly billing rates, will make all such charges to the Contractor.

9.10.7 Before receiving final payment, the Contractor shall provide the Owner with proof of the complete release or satisfaction of all claims in a form approved by the Owner, including but not limited to liens.

9.11 LIQUIDATED DAMAGES

9.11.1 The Contractor, and the Contractor’s surety, if any, shall be liable for and shall pay the Owner the sums hereinafter stipulated as liquidated damages for each calendar day of delay after the date established for

Substantial Completion in the Contract Documents until the Work is substantially complete.

9.11.2 The Owner has established this amount as the proper measure of liquidated damages which the Owner will sustain per day by the failure of the Contractor to substantially complete the Work at the stipulated time and it is not to be construed in any sense as a penalty.

9.11.3 In addition to Liquidated Damages, the Contractor shall pay to the Owner the cost of extended architectural and engineering (including Architect’s on-site representative(s), if any, on-site) services rendered beginning at 61 days from the date of Substantial Completion required by the Contract, as adjusted if applicable, and continuously until final completion is achieved.

ARTICLE 10

PROTECTION OF PERSONS AND PROPERTY

10.2.4 At the end of the Section, add “When the use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary, the Contractor shall give the Owner reasonable advance notice.”

10.2.4 .1 Work under this Contract excludes all work related to asbestos found on the site, other than that identified in the Table of Contents. Should asbestos be suspected or encountered at any time in connection with this

Work, the Owner or the Owner’s Representative shall be notified immediately. Work in the affected area shall stop. The Owner, with his own forces, or by special contract, shall be solely responsible for complete investigation, removal, and disposition of the asbestos hazard found in any existing facility or area on the site in accordance with applicable laws and regulations. Upon notice from the Owner that such hazard had been removed or otherwise rendered safe, the Contractor shall resume the Work in the affected area.

.2 It is the Owner’s intent that all new construction is to be free of any and all asbestos-containing materials

(ACM). It is the intent of these Specifications that the Contractor shall be responsible to ensure that no asbestos-containing materials and/or components will be used or incorporated into the Work. Under this

Specification, the Owner intends to perform at its own expense any inspection and testing it deems necessary to ensure the compliance to these Specifications. Where such testing of samples of materials in-place or on the job shows asbestos in the new Work, the Contractor shall be responsible for removing and properly disposing of any such asbestos-containing materials and/or components at his sole cost and expense, and he shall make replacement with non- asbestos-containing material and/or components as approved by the Architect.

10.2.5 Delete the second sentence.

10.2.8 At the endo of the first sentence, delete “21 days after discovery” and add “seven (7) days after discovery for notice given by the Contractor and twenty-one (21) days after discovery for notice given to the Owner

10.3.2 (1) Delete the second, third, fourth and sixth sentences in their entirety.

(2) In the fifth sentence, delete “agreement of the Owner and Contractor” and replace it with “notice from the

Owner to the Contractor.”

10.3.3 Delete this Section in its entirety.

10.3.6 Delete this Section in its entirety.

ARTICLE 11

INSURANCE AND BONDS

ADD THE FOLLOWING:

11.1.1.1 The Contractor shall provide the Owner with proof of insurance with minimum limits as follows, before beginning the Work:

.1 Worker’s Compensation: As required by statute

.2 Employer’s Liability

Each accident $500,000

Disease, policy limit $500,000

Disease, each employee $500,000

.3 Commercial General Liability

Each occurrence $1,000,000

General aggregate $2,000,000

Personal and advertising injury $1,000,000

Explosion, collapse, and underground (XCU) $1,000,000

Products and completed operations aggregate $2,000,000

General aggregate per project $2,000,000

.4 Automobile Liability

Each accident $1,000,000

.5 Umbrella or excess liability $10,000,000

11.1.1 .2 Immediately upon obtaining the policies, the Contractor shall notify the Owner in writing that it has done so and shall provide the Owner with certificates of insurance, in a form acceptable to the Owner, giving the numbers of the policies and the limits thereon.

.3 The Contractor shall maintain the policies for the duration of the Contract and shall maintain Completed

Operations coverage for a period of three (3) years after completion of the Contract

.4 The Contractor shall either (1) require each of its subcontractors to procure and maintain, during the life of its subcontract, subcontractor’s Liability Insurance of the same type and in the same amounts as specified in this Article or (2) insure the activities of its subcontractors in its own policy.

11.1.2 Delete this Section in its entirety and replace with “The Contractor shall indemnify and hold harmless the Owner from any and all damages arising out of any failure to perform any part of the Work, including payment for all labor and materials purchased by the Contractor in fulfilling this Contract, by procuring bonds each in the amount of one hundred percent (100%) of the Contract Price, with a surety company both authorized to transact business in the State of Virginia and satisfactory to the Owner. The bonds shall remain in full force during the

Contract term and for twelve (12) months after the date of final payment. The bonds shall specifically mention the name of the Contactor and contract number.”

11.1.3 Delete this Section in its entirety.

11.2 Delete in its entirety.

ARTICLE 12

UNCOVERING AND CORRECTION OF WORK

12.2.2.1 (1) At the end of the first sentence, beginning with “unless the Owner”, delete the remainder of that sentence.

(2) Delete the second and third sentences in their entirety.

(3) In the last sentence, delete “a reasonable time during that period” and insert “2 weeks”.

12.2.2.2 Add to the end of the Section “The guarantee period of any system or systems on which, due to seasonal limitations, required tests have not been successfully completed on the date of acceptance of the Project by the

Owner shall begin on the date of first use by the Owner, provided that the required tests are successfully performed during the guarantee period. Otherwise, the guarantee period shall begin when the required tests have been successfully completed.”

12.2.2 .4 Upon request by the Owner and prior to the expiration of one year from the date of Substantial Completion, the Architect will conduct and the Contractor shall attend a meeting with the Owner to review the facility operations and performance and the Work

ARTICLE 13

MISCELLANEOUS PROVISIONS

13.1 Delete this Section in its entirety and replace with “The Contract Documents shall be subject to and governed by the laws of the Commonwealth of Virginia. Any dispute arising out of the Contract Documents, their performance, or their interpretation shall be litigated only in the Circuit Court or General District Court of the

County of Hanover, Virginia.”

13.4.1 Add to the beginning of the last sentence: “To the extent that it is consistent with normal procedure in the area,”.

13.5 Delete this Section in its entirety.

13.6 COOPERATION AND COORDINATION

13.6.1 The Contactor shall be responsible for making necessary arrangements with governmental departments, public utilities, public carriers, services companies, cable television, and corporations owning or controlling roadways, water, sewer, gas, electricity, telephone, and telecommunications facilities, such as pavement, piping, wires, cables conduits, poles and guys, including incidental structures connected therewith, that are encountered in the work in order that such items may be properly shored, supported, protected, or relocated.

13.6.2 The Contractor shall give proper notices, comply with requirements of such parties in the performance of the

Work, and permit entrance of such parties on the Project in order that they may perform their necessary work.

13.7 AUDIT

The Contractor shall retain all books, records and other documents relative to this contract for five (5) years after final payment, or until audited by the Owner, whichever is sooner. The Owner or its authorized representative shall have full access to and the right to examine any of said materials during said period. The

Contractor shall include the provisions above in every subcontract or purchase order, so that the provisions will be binding upon each subcontractor or vendor.

13.8 AVAILABILITY OF FUNDS

It is understood and agreed between the parties herein that the OWNER shall be bound hereunder only to the extent of lawfully appropriated funds.

13.9 DRUG FREE WORKPLACE

During the performance of this contract, the Contractor agrees to (i) provide a drug-free workplace for the

Contractor’s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is…