AIA A101 A201 Draft Template Contract GC (w Architect) with Exhibits.pdf

AIA

Document A101® – 2017

Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum

AIA Document A101® – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by

The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A101," and “AIA

Contract Documents” are registered trademarks and may not be used without permission. This document is not an original AIA® Contract

Document, but a template produced by AIA® Contract Documents software for producing a customized document.

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Consultation with an attorney is encouraged with respect to its completion or modification.

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AIA A101-2017 FOR GC PROJECT

AG App. 3-23-2020

AGREEMENT made and effective as of the date that the Agreement is fully executed by the parties hereto« »

(In words, indicate day, month and year.)

BETWEEN the Owner:

(Name, address and other information)

«University of Connecticut »« »

«University Planning, Design and Construction »

«3 Discovery Drive, U-6038 »

«Storrs, CT 06269-303 »« »« »« »« » and the Contractor:

for the following Project:

(Name, location and description)

The Architect:

The Owner and Contractor agree as follows.

AIA Document A101® – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by

The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A101," and “AIA

Contract Documents” are registered trademarks and may not be used without permission. This document is not an original AIA® Contract

Document, but a template produced by AIA® Contract Documents software for producing a customized document.

TABLE OF ARTICLES

1 THE CONTRACT DOCUMENTS

2 THE WORK OF THIS CONTRACT

3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4 CONTRACT SUM

5 PAYMENTS

6 DISPUTE RESOLUTION

7 TERMINATION OR SUSPENSION

8 MISCELLANEOUS PROVISIONS

9 ENUMERATION OF CONTRACT DOCUMENTS

EXHIBIT A INSURANCE AND BONDS

ARTICLE 1 THE CONTRACT DOCUMENTS

The Contract Documents consist of this Agreement, the AIA A201-2017 General Conditions, as modified by the Owner prior to the execution of this Agreement (as so modified, the “General Conditions”), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this

Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Contract Documents, other than a Modification, appears in Article 9.

ARTICLE 2 THE WORK OF THIS CONTRACT

§ 2.1 The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others.

ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

§ 3.1 The date of commencement of the Work shall be:

(Check one of the following boxes.)

[ « » ] The date of this Agreement.

[ « X » ] A date set forth in a notice to proceed issued by the Owner.

[ « » ] Established as follows:

(Insert a date or a means to determine the date of commencement of the Work.)

§ 3.2 The Contract Time shall be measured from the date of commencement of the Work.

§ 3.3 Substantial Completion § 3.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion of the entire Work:

(Check one of the following boxes and complete the necessary information.)

[ « » ] Not later than « » ( « » ) days from the date of commencement of the Work.

[ « » ] By the following date: « »

AIA Document A101® – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by

The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A101," and “AIA

Contract Documents” are registered trademarks and may not be used without permission. This document is not an original AIA® Contract

Document, but a template produced by AIA® Contract Documents software for producing a customized document.

In addition to the foregoing, the Work shall be performed in general conformance with the preliminary construction schedule attached hereto as Exhibit D. Upon the Owner’s approval of the construction schedule to be submitted by the Contractor pursuant to the requirements set forth in Section 3.10.1 of the General

Conditions, such preliminary construction schedule shall be superseded and replaced by such approved construction schedule.

§ 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the

Work are to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve

Substantial Completion of such portions by the following dates:

Portion of Work Substantial Completion Date

§ 3.3.3 If the Contractor fails to achieve Substantial Completion as provided in this Section 3.3, liquidated damages, if any, shall be assessed as set forth in Section 4.5.

ARTICLE 4 CONTRACT SUM

§ 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum shall be « » ($ « » ), subject to additions and deductions as provided in the Contract Documents.

§ 4.2 Alternates § 4.2.1 The Contract Sum is based upon and includes the following alternates, if any, which are further described in the Contract Documents and are hereby accepted by the Owner.

All alternate prices set forth in this Section 4.2.1 and in Section 4.2.2 below are “All-Inclusive Prices”. For the purposes of this Agreement an “All Inclusive Price” is a price for a portion of the Work which represents the total cost to the Owner for the Contractor’s performance, furnishing and installation of such portion of the

Work including, without limitation, overhead and profit thereon. Alternate prices are good for both adds and deducts.

§ 4.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this

Agreement.

(Insert below each alternate and the conditions that must be met for the Owner to accept the alternate.)

Item Price Conditions for Acceptance

§ 4.3 Allowances, if any, included in the Contract Sum:

(Identify each allowance.)

Item Price

§ 4.4 Unit prices applicable to the Work, if any, are set forth below (the “Unit Prices”).

Unit Prices shall be valid for the life of the Project and represent All-Inclusive Prices. Unit prices are good for both adds and deducts.

Item Units and Limitations Price per Unit ($0.00)

AIA Document A101® – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by

The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A101," and “AIA

Contract Documents” are registered trademarks and may not be used without permission. This document is not an original AIA® Contract

Document, but a template produced by AIA® Contract Documents software for producing a customized document.

§ 4.5 Liquidated Damages:

It is acknowledged that the Contractor’s failure to achieve Substantial Completion of the Work within the

Contract Time provided by the Contract Documents will cause the Owner to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by the Owner of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages for such delay, the Contractor agrees that liquidated damages may be assessed and recovered by the Owner as against the Contractor and its Surety in the event of delayed completion, without the Owner being required to present any evidence of the amount or character of actual damages sustained by reason thereof.

Therefore, the Contractor shall be liable to the Owner for payment of liquidated damages in the amount of

_________ Dollars ($_______) for each day that Substantial Completion is delayed beyond the date set forth herein for the achievement of Substantial Completion, as adjusted for time extensions as may have been granted pursuant to the terms and conditions of the Contract Documents. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty, and the Contractor shall pay them to the Owner without limiting the Owner's right to terminate this Agreement as provided elsewhere herein.

If, pursuant to Section 3.3.2, the Contractor is required to achieve Substantial Completion of any portion of the Work prior to the date required for the Substantial Completion of the entirety of the Work, the Owner shall be entitled to assess the foregoing liquidated damages for the failure of the Contractor to complete such portion of the Work by the applicable Substantial Completion Date reflected in Section 3.3.2, as adjusted for time extensions as may have been granted pursuant to the terms and conditions of the Contract Documents.

The collection of liquidated damages by the Owner under this Section 4.5 shall be in addition to, and not in lieu of, the Owner’s right to recover from the Contractor the Owner’s increased costs to complete the Project arising from the Contractor’s delay. Further, such liquidated damages shall in no way limit the Owner’s other rights under this Agreement or the Owner’s entitlement to damages for any other injury, damage or loss, other than for delay, for which the Contractor may be responsible.

§ 4.6 Not Used.

ARTICLE 5 PAYMENTS

§ 5.1 Progress Payments § 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for

Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents.

§ 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month.

§ 5.1.3 The Owner shall make payments of amounts certified by the Architect and properly due to the

Contractor under each Application for Payment within thirty (30) days after the Owner’s and the Architect’s receipt of such Application for Payment, provided it is properly submitted, correct and accepted by the

Owner in accordance with the provisions of Article 9 of the General Conditions.

§ 5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the

Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire

Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Architect and the Owner may require.

This schedule unless objected to by the Architect or the Owner shall be used as a basis for reviewing the

Contractor’s Applications for Payment.

§ 5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment.

AIA Document A101® – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by

The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A101," and “AIA

Contract Documents” are registered trademarks and may not be used without permission. This document is not an original AIA® Contract

Document, but a template produced by AIA® Contract Documents software for producing a customized document.

§ 5.1.6 Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:

§ 5.1.6.1 The amount of each progress payment shall first include:

.1 That portion of the Contract Sum properly allocable to completed Work; and

.2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction, and, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing.

§ 5.1.6.2 The amount of each progress payment shall then be reduced by:

.1 The aggregate of any amounts previously paid by the Owner;

.2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of the General

Conditions;

.3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay;

.4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of the General Conditions;

.5 Retainage withheld pursuant to Section 5.1.8; and

.6 Any additional amounts required by law to be withheld by the Owner due to the Contractor’s failure to comply with its obligations under Connecticut General Statutes Sections 4a-60, 4a-

60(a) or Sections 46a-68c to 46a-68f, inclusive. Unless otherwise required by applicable law, the Owner shall withhold two percent (2%) of each progress payment (the “CHRO Holdback”) until such time as the Connecticut Commission on Human Rights and Opportunities

(“CHRO”) notifies the Owner that it may release the CHRO Holdback to the Contractor.

§ 5.1.7 In addition to the foregoing, the Owner shall make the following payments:

§5.1.7.1 Upon determination by the Owner that “Fifty Percent of the Contract is Completed”, the Owner shall calculate the “Excess Retainage Amount” and shall pay the “Excess Retainage Amount” to the Contractor within ninety days after the Owner’s receipt of the Application for Payment that first reflects that “Fifty

Percent of the Contract is Completed”.

§5.1.7.2 Upon Substantial Completion of the Work, the Contractor shall be entitled to payment of the balance of the Contract Sum net of amounts the Owner determines for incomplete or nonconforming Work, retainage applicable to such incomplete or nonconforming Work, the CHRO Holdback, as applicable, and unsettled claims.

§5.1.7.3 Upon acceptance and written consent of the Contractor’s surety, if any, and a written statement from the CHRO releasing the Owner from any obligation to withhold the CHRO Holdback, the Contractor shall be entitled to payment of the CHRO Holdback.

§5.1.7.4 If final completion of the Work is materially delayed through no fault of the Contractor, any

Subcontractor, Sub-subcontractor or any other party for whom any of them is responsible, the Contractor shall be entitled to payment of any amounts payable in accordance with Section 9.10.3 of the General

Conditions.

§ 5.1.8 Retainage § 5.1.8.1 For Applications for Payment Prior to Determination that Fifty Percent of the Contract is Completed:

Retainage withheld by the Owner shall be five and one-half percent (5.5%) of each progress payment.

§ 5.1.8.2 For Applications for Payment Following Determination that Fifty Percent of the Contract is Completed:

Retainage withheld by the Owner shall be three percent (3.0%) of each progress payment.

AIA Document A101® – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by

The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A101," and “AIA

Contract Documents” are registered trademarks and may not be used without permission. This document is not an original AIA® Contract

Document, but a template produced by AIA® Contract Documents software for producing a customized document.

§ 5.1.8.3 The Contractor shall not withhold retainage from any Subcontractor in excess of that withheld by the Owner in connection with such Subcontractor’s Work. The Contractor shall release retainage to each

Subcontractor upon the Contractor’s receipt of retainage from the Owner attributable to the Work performed by such Subcontractor.

§ 5.1.8.4 For the purposes of Section 5.1.7 above and this Section 5.1.8, the following terms shall have the following meanings:

§ 5.1.8.4.1 “Fifty Percent of the Contract is Completed” is the stage in the progress of the Work when

Certificates for Payment have been issued by the Architect and payment thereof approved by the Owner for an aggregate amount equal to fifty percent (50%) of the Contract Sum, as it may have been adjusted in accordance with the Contract Documents. For the purposes of this subsection 5.1.8.4.1, the Contract Sum shall include amounts payable for pending construction change orders and other pending change directives described in Section 9.3.1.1 of the General Conditions and excludes any amounts paid by joint check pursuant to Section 9.5.4 of the General Conditions.

§ 5.1.8.4.2 “Excess Retainage Amount” shall mean the amount by which the total retainage then withheld by the Owner exceeds the amount of retainage that would have then been withheld by the Owner if the applicable retainage withheld thus far had been based on three percent (3%) of each progress payment made instead of five and one-half percent (5.5%).

§ 5.1.9 Except with the Owner’s prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site.

§ 5.2 Final Payment § 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the

Owner to the Contractor when

.1 the Contractor has fully performed the Work and all of its obligations under the Contract

Documents (including, without limitation, those set forth in Section 9.10.2 of the General

Conditions) except for the Contractor’s responsibility to correct Work as provided in Article

12 of the General Conditions, and to satisfy other requirements, if any, which extend beyond final payment; and

.2 a final Certificate for Payment has been issued by the Architect.

§ 5.2.2 The Owner’s final payment to the Contractor shall be made no later than thirty (30) days after the conditions set forth in Section 5.2.1 have been met subject to the provisions of Article 9 of the General

Conditions.

ARTICLE 6 DISPUTE RESOLUTION

§ 6.1 Initial Decision Maker The Associate Vice President for University Planning, Design and Construction for the Owner (or his/her designee) or, in the case of a project for UCONN Health (“UCH”), UCH’s Associate Vice President for

Facilities Development & Operations (or his/her designee) or their respective successors in function will serve as the Initial Decision Maker pursuant to Article 15 of the General Conditions, unless the parties appoint below another individual, not a party to this Agreement, to serve as the Initial Decision Maker.

§ 6.2 Not Used.

ARTICLE 7 TERMINATION OR SUSPENSION

§ 7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of the

General Conditions.

§ 7.2 The Work may be suspended by the Owner as provided in Article 14 of the General Conditions.

ARTICLE 8 MISCELLANEOUS PROVISIONS

AIA Document A101® – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by

The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A101," and “AIA

Contract Documents” are registered trademarks and may not be used without permission. This document is not an original AIA® Contract

Document, but a template produced by AIA® Contract Documents software for producing a customized document.

§ 8.1 Where reference is made in this Agreement to a provision of the General Conditions or another Contract

Document, the reference refers to that provision as amended or supplemented by other provisions of the

Contract Documents.

§ 8.2 The Owner Representative

Prior to the commencement of the Work, the Owner shall provide the Contractor with the name and contact information (including an email address for notice pursuant to Section 8.6) for the individual who will serve as the Owner’s designated representative and primary point of contact for the Contractor’s day to day communications with the Owner. Except as otherwise expressly provided in the Contract Documents, such individual shall not have the authority to approve or execute Change Orders, or other amendments to the

Contract. Claims shall be submitted as provided in Article 15 of the General Conditions.

§ 8.3 The Contractor’s Representative

(Name, address, email address, and other information)

§ 8.4 The Contractor’s representative shall not be changed without ten days’ prior notice to the Owner.

§ 8.5 Insurance and Bonds § 8.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in Exhibit A attached hereto and as provided elsewhere in the Contract Documents.

§ 8.5.2 The Contractor shall provide bonds as described in Article 11 of the General Conditions.

§ 8.6 Notice in electronic format for the purposes of Section 1.6.1 of the General Conditions from one party to this Agreement to the other shall be transmitted by electronic mail to the email address for the designated representative of the receiving party as provided in Sections 8.2 and 8.3 of this Agreement.

§ 8.7 Other Provisions

§ 8.7.1 The Contractor is hereby specifically cautioned that unless specifically authorized, in writing, by the

University’s Vice President of Communications or successor in function, on a case by case basis, the

Contractor shall have no right to use, and shall not use, in any manner, the name of the University of

Connecticut, its officials or employees, or the Seal of the University:

(a) in any advertising, publicity, or promotion; or

(b) to express or to imply any endorsement by the Owner of the Contractor’s work product or services.

§ 8.7.2 The Contractor shall comply, and shall require all Subcontractors, Sub-subcontractors and suppliers to comply, with all of the State Requirements set forth on Exhibit F to the extent applicable.

§ 8.7.3 This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and, when taken together, shall constitute one and the same instrument and an effective binding agreement on the part of each of the undersigned. Execution of a facsimile or PDF copy shall have the same force and effect as execution of an original. Signed copies of this Agreement may be faxed or e-mailed with the same force and effect as if the originally executed Agreement had been delivered.

§ 8.8 Joint Venture/General Partnership

§ 8.8.1 If the Contractor is a joint venture or a general partnership, each member of the joint venture (a

“Member”) or partner of the partnership (a “Partner”), as applicable, shall be jointly, severally and individually responsible to the Owner for the performance of all obligations of the Contractor under the

Contract Documents and jointly, severally and individually liable to the Owner for the Contractor’s failure to perform such obligations. In its dealings with the Owner, each Member or Partner, as applicable, shall have full authority to act on behalf of and to bind the Contractor as well as all Members or Partners, as applicable.

Each Member or Partner, as applicable, shall be considered to be the agent of the Contractor and of all other

Members or Partners.

ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS

AIA Document A101® – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by

The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A101," and “AIA

Contract Documents” are registered trademarks and may not be used without permission. This document is not an original AIA® Contract

Document, but a template produced by AIA® Contract Documents software for producing a customized document.

§ 9.1 The Contract Documents, except for Modifications issued after the execution of this Agreement, are enumerated below:

.1 This Agreement

.2 Exhibit A, Insurance

.3 The General Conditions

.4 Not Used

.5 Drawings prepared by __________________and dated ____________, and listed on the List of Drawings attached as Exhibit B, as the same may have been modified or supplemented by the Bid Clarifications and Addenda.

.6 Specifications prepared by __________________and dated ____________, and which are listed in the Table of Contents attached as Exhibit C, as the same may have been modified or supplemented by the Bid Clarifications and Addenda.

.7 Bid Clarifications and Addenda, if any, are as follows:

Number Date Pages

.8 Other Exhibits:

Exhibit D - Preliminary Construction Schedule

Exhibit E - Labor Rates

Exhibit F - State Requirements

.9 Other documents, if any, forming part of the Contract Documents are listed below:

i. Invitation to Bid for the Project issued by the Owner on ________, _____including all exhibits and schedule attached thereto and all other documents incorporated therein by reference.

ii. The Owner’s Contractor Environmental, Health & Safety Manual current as of the date of the execution of this Agreement by the Owner.

iii. The Owner’s Code of Conduct current as of the date of the execution of this Agreement by the Owner.

Signed and agreed by:

OWNER (Signature) CONTRACTOR (Signature)

(Printed name and title) (Printed name and title)

Date:__________________________ Date:__________________________

AIA Document A101® – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by

The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A101," and “AIA

Contract Documents” are registered trademarks and may not be used without permission. This document is not an original AIA® Contract

Document, but a template produced by AIA® Contract Documents software for producing a customized document.

[IF APPLICABLE]

Approved as to form:

Associate Attorney General

Date signed: ____________________

AIA

Document A201® – 2017

General Conditions of the Contract for Construction

AIA Document A201® – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by

The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A201," and “AIA

Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:45:13

ET on 09/20/2022 under Order No.3104236691 which expires on 04/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.

User Notes: (1197763922)

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion.

The author may also have revised the text of the original AIA standard form.

An Additions and Deletions

Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.

This document has important legal consequences.

Consultation with an attorney is encouraged with respect to its completion or modification.

For guidance in modifying this document to include supplementary conditions, see AIA Document A503™, Guide for Supplementary

Conditions.

ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document.

AIA A201-2017 FOR USE WITH A101-2017 FOR GC PROJECT

AG App. 3-1-2021 for the following PROJECT:

(Name and location or address)

THE OWNER:

(Name and address)

THE CONTRACTOR:

THE ARCHITECT:

TABLE OF ARTICLES

1 GENERAL PROVISIONS

2 OWNER

3 CONTRACTOR

4 ARCHITECT

5 SUBCONTRACTORS

6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

7 CHANGES IN THE WORK

8 TIME

9 PAYMENTS AND COMPLETION

10 PROTECTION OF PERSONS AND PROPERTY

11 INSURANCE AND BONDS

AIA Document A201® – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by

The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A201," and “AIA

Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:45:13

ET on 09/20/2022 under Order No.3104236691 which expires on 04/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.

12 UNCOVERING AND CORRECTION OF WORK

13 MISCELLANEOUS PROVISIONS

14 TERMINATION OR SUSPENSION OF THE CONTRACT

15 CLAIMS AND DISPUTES

AIA Document A201® – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by

The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A201," and “AIA

Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:45:13

ET on 09/20/2022 under Order No.3104236691 which expires on 04/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.

ARTICLE 1 GENERAL PROVISIONS

§ 1.1 Basic Definitions § 1.1.1 The Contract Documents The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the

“Agreement”) and consist of the Agreement, these General Conditions of the Contract for Construction (hereinafter the “General Conditions”), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement, and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties; (2) a Change Order; (3) a Construction Change Directive;

or (4) a written order for a minor change in the Work issued by the Architect.

§ 1.1.2 The Contract The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the

Architect’s consultants; (2) between the Owner and a Subcontractor or a Sub-subcontractor; (3) between the Owner and the Architect or the Architect’s consultants; or (4) between any persons or entities other than the Owner and the

Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the

Contract intended to facilitate performance of the Architect’s duties.

§ 1.1.3 The Work The term “Work” means all of the construction and services required by, described in, reasonably inferable from, and as necessary to produce the results intended by the Contract Documents, whether completed or partially completed, and includes, without limitation, the furnishing of (1) all materials, supplies, equipment, fixtures, tools, implements, and other items and facilities required for, or in connection with, or for inclusion or incorporation into, the Project; and (2) all labor, supervision, transportation, utilities, storage and all other services required for or in connection with the Project, except as specifically indicated in the Contract Documents to be the responsibility of others. The Work may constitute the whole or a part of the Project, whether on or off the site of the Project.

§ 1.1.4 The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part, and which may include construction by the Owner and by Separate Contractors.

§ 1.1.5 The Drawings The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location, and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams.

§ 1.1.6 The Specifications The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services.

§ 1.1.7 Instruments of Service Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect’s consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials and Instruments of Service may be in paper or electronic form.

§ 1.1.8 Initial Decision Maker The Initial Decision Maker is the person identified in Section 6.1 of the Agreement to render initial decisions on

Claims in accordance with Section 15.2.

§ 1.2 Correlation and Intent of the Contract Documents § 1.2.1 Intent of the Contract Documents

The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the

AIA Document A201® – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by

The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A201," and “AIA

Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:45:13

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Contract Documents and reasonably inferable from them as being necessary to produce the indicated results.

§ 1.2.1.1 Severability

The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Contract.

§ 1.2.1.2 Inconsistencies In the event of inconsistencies within, among, or between parts of the Contract Documents or between the Contract

Documents and applicable standards, codes, and ordinances, the Contractor shall: (1) provide the better quality or greater quantity of Work; or (2) comply with the more stringent requirement; either or both in accordance with the

Owner’s interpretation. The terms and conditions of this Section 1.2.1.2 however, shall not relieve the Contractor of any of the obligations set forth in Sections 3.2 and 3.7.

§ 1.2.1.2.1 Before ordering any materials or equipment or performing any Work, the Contractor shall verify the figures shown on the Drawings before laying out the Work and will be responsible for any errors or inaccuracies resulting from Contractor’s failure to do so. In the event that the Contractor shall, while laying out the Work, become aware of: (1) any conflicts between (a) the Drawings, the Specifications or any Modification to the

Drawings or the Specifications and (b) the actual layout of the Work, or (2) any conflicts or inconsistencies in the

Drawings, the Specifications or any Modification to the Drawings or the Specifications themselves, Contractor shall promptly notify the Architect. If the Contractor proceeds without the Architect’s clarification and instruction on the matter, the Contractor shall proceed at Contractor’s own risk.

§ 1.2.1.2.2 If a minor change in the Work is found necessary to address actual field conditions, the Contractor shall submit detailed drawings to reflect such change for approval by the Architect before implementing such change in the Work.

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

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

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

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

§ 1.5 Ownership and Use of Drawings, Specifications and other Instruments of Service § 1.5.1 The Owner will retain all common law, statutory and other reserved rights, including copyrights, in the

Instruments of Service as provided in the contract between the Owner and the Architect. Unless otherwise indicated in such contract, the Architect and the Architect's consultants shall be deemed the authors of their respective

Instruments of Service. Upon completion of the Work, and at the request of the Architect, all copies of the

Instruments of Service, except one record set that may be retained by the Contractor, shall be returned or suitably accounted for to the Architect. None of the Contractor, Subcontractor, Sub-subcontractor, or any material or equipment supplier shall own or claim a copyright in the Instruments of Service. The Instruments of Service and other documents prepared by the Architect and the Architect's consultants, and copies thereof furnished to the

Contractor, are for use solely with respect to the Project. None of the Contractor, a Subcontractor, Sub-subcontractor, or any material or equipment suppliers may use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner, Architect, AIA Document A201® – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by

The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A201," and “AIA

Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:45:13

ET on 09/20/2022 under Order No.3104236691 which expires on 04/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.

and the Architect’s consultants.

§ 1.5.2 The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the

Architect and the Architect's consultants appropriate to and for use in the execution of the Work under the Contract

Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the

Drawings, Specifications and other documents. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the

Architect’s or Architect’s consultants’ reserved rights.

§ 1.6 Notice § 1.6.1 Except as otherwise provided in Section 1.6.2, where the Contract Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission if a method for electronic transmission is set forth in the Agreement.

§ 1.6.2 Notice of Claims as provided in Section 15.1.3 or notice of termination shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed (and also, in the case of a Notice of Claims by the Contractor to the Owner, to the Owner’s designated representative and the Initial Decision Maker) by certified or registered mail, or by courier providing proof of delivery.

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

§ 1.8 Digital Data Use and Transmission The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties may use AIA Document E203™–2013, Building

Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data.

§ 1.9 Building Information Models Use and Reliance Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite

AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees.

§ 1.10 Provisions Required by Law Deemed Inserted

§ 1.10.1 Each and every provision of law and clause required by law to be inserted in this Contract shall be deemed to be inserted herein and the Contract shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, the Contract shall forthwith be physically amended to make such insertion.

ARTICLE 2 OWNER

§ 2.1 General § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the

Contract Documents as if singular in number. Except as otherwise provided in Section 4.2.1, the Architect does not have any authority to act on behalf of the Owner. The term “Owner” means the Owner or the Owner’s designated representative.

§ 2.1.1.1 Pursuant to Section 8.2 of the Agreement, the Owner shall designate a representative through whom all communications by the Contractor with the Owner shall be made except as otherwise provided in the Contract

Documents or instructed in writing by the Owner. If the Owner retains a third party (other than the Architect) to

AIA Document A201® – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by

The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A201," and “AIA

Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:45:13

ET on 09/20/2022 under Order No.3104236691 which expires on 04/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.

provide construction administration services, the Owner shall instruct the Contractor as to the role of such third party in the Project (including, without limitation, the extent to which the Contractor is to communicate directly with such third party) and the authority of such third party, if any, to act on behalf of the Owner.

§ 2.1.2 Not Used.

§ 2.2 Not Used.

§ 2.3 Information and Services Required of the Owner § 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities.

§ 2.3.2 The Owner shall retain an architect lawfully licensed to practice architecture, or an entity lawfully practicing architecture, in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the

Agreement and is referred to throughout the Contract Documents as if singular in number.

§ 2.3.3 If the employment of the Architect terminates, the Owner shall employ a successor whose status under the

Contract Documents shall be that of the Architect.

§ 2.3.4 To the extent such surveys are in the possession of the Owner and are required for the performance of the

Work, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project. The Contractor shall exercise proper precautions relating to the safe performance of the Work.

Contractor shall review such surveys and notify the Owner of any inaccuracies therein within fourteen (14) days of receipt.

§ 2.3.5 Data concerning the Project site, size of the Project site, access to the Project site, staging and storing, present obstructions on or near the Project site, conditions of existing adjacent structures, locations and depths of sewers, conduits or pipes, gas lines, position of sidewalks, curbs and pavements, and other data concerning site conditions to the extent provided by the Owner, has been obtained from sources Owner believes reliable. Accuracy of such data, however, is not guaranteed and is furnished solely for accommodation of Contractor. Use of such data is made at the Contractor’s sole risk and expense.

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

Contractor’s written request for such information or services.

§ 2.3.7 The Contractor shall be responsible for determining how many copies of the Drawings and other Contract

Documents are necessary for the execution of the Work. The Contractor shall be responsible for the reproduction and distribution of such copies.

§ 2.4 Owner’s Right to Stop the Work If the Contractor (1) fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2; (2) repeatedly fails to carry out Work in accordance with the Contract Documents; or

(3) creates a situation which the Owner believes, in its sole judgement, poses an imminent risk of loss to property or persons, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3.

§ 2.5 Owner’s Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and (1) fails within a seven-day period after receipt of notice of such default or neglect from the Owner to commence and continue correction of such default or neglect with diligence and promptness, and (2)…