CVS A251.pdf

Document A251TM – 2007 General Conditions of the Contract for Furniture, Furnishings and Equipment

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AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.

WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

This document was produced by AIA software at 10:39:47 ET on 01/09/2019 under Order No. 4497148498 which expires on 01/09/2020, and is not for resale.

User Notes: (3B9ADA62)

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. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text.

This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.

for the following PROJECT:

(Name, location, and brief description)

Chippewa Valley Schools 2018 Bond Program

THE OWNER:

(Name, address and other information)

Chippewa Valley Schools 19120 Cass Avenue Clinton Township, MI 48038

THE TECHNOLOGY DESIGNER:

(Name, address and other information)

Metro Technology Services, IT, Inc.

59 North Walnut Street Suite 202 Mount Clemens, MI 48043

TABLE OF ARTICLES

1 GENERAL PROVISIONS

2 OWNER

3 VENDOR

4 TITLE AND RISK OF LOSS

5 DELIVERY AND INSTALLATION

6 ACCEPTANCE

Init.

AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.

WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

This document was produced by AIA software at 10:39:47 ET on 01/09/2019 under Order No. 4497148498 which expires on 01/09/2020, and is not for resale.

User Notes: (3B9ADA62)

7 WARRANTIES

8 PAYMENT

9 TECHNOLOGY DESIGNER

10 RELATED ACTIVITIES OF OWNER OR OF SEPARATE VENDORS

11 TIME

12 PROTECTION OF PERSONS AND PROPERTY

13 INSURANCE

14 MISCELLANEOUS PROVISIONS

15 CLAIMS AND DISPUTES

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 Vendor (hereinafter the Agreement or Contract), and consist of the Request for Proposal (“RFP”), Vendor Bid Proposal, to the extent accepted by the Owner, the Agreement, Conditions of the Contract (General, Supplementary and other 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.

§ 1.1.2 Modification. A Modification is (1) a written amendment to the Contract signed by both parties or (2) a written order for a minor change in the Work issued by the Technology Designer.

§ 1.1.3 The Contract. The Contract Documents form the Contract for Technology Furnishings, Technology Systems, Equipment, Installation, Wiring, Software, and applicable start-up (and shall be referred to as the Systems). 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 Technology Designer and the Vendor; (2) between the Owner and a subvendor; (3) between the Owner and the Technology Designer’s; or (4) between any persons or entities other than the Owner and the Vendor. The Technology Designer shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Technology Designers duties.

§ 1.1.4 The Work. The term “Work” means the fabrication, shipping, warehousing, delivery, installation and all other labor, materials and activities required of the Vendor under the Contract Documents. The Work may constitute the whole or a part of the Project with regard to the technology Systems required by the Contract Documents.

§ 1.1.5 The Project. The project is the total construction, furnishing, and installation of which the Work performed under the Contract may be the whole or a part. Other vendors and contractors under separate agreements with the Owner may concurrently perform construction or other activities for the Project.

§ 1.1.6 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.

§ 1.1.7 The Specifications. The Specifications are that portion of the Contract Documents consisting of the written requirements for the technology Systems, quality and workmanship standards for the Work.

§ 1.1.8 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 Technology Designer under

AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.

WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

This document was produced by AIA software at 10:39:47 ET on 01/09/2019 under Order No. 4497148498 which expires on 01/09/2020, and is not for resale.

User Notes: (3B9ADA62) its respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials.

§ 1.1.9 SubVendors. When using any SubVendors not identified in Vendor’s Proposal, Vendor must obtain prior written approval from Owner for activities or duties to take place at Owner’s Site(s). In using SubVendors, Vendor agrees to be responsible for all their acts and omissions to the same extent as if the SubVendors were employees of Vendor.

§ 1.2 Correlation and Intent of the Contract Documents § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Vendor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Vendor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results.

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

§ 1.2.3 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles of numbered articles and identified references to Sections in the document or (3) the titles of other documents published by the American Institute of Architects.

§ 1.3 Ownership and Use of Drawings, Specifications and Other Instruments of Service § 1.3.1 The Technology Designer shall be deemed the author and owner of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights, including copyrights. The Vendor, subvendors and suppliers shall not own or claim a copyright in the Instruments of Service. 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 Technology Designer’s reserved rights.

§ 1.3.2 The Vendor, subvendors and suppliers are authorized to use and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Vendor, subvendors and suppliers may not use the Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner and Technology Designer.

§ 1.4 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 Agreement or the Contract Documents.

ARTICLE 2 OWNER

§ 2.1 General 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. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner’s approval or authorization. Except as otherwise provided in Section 9.2.1, the Technology Designer does not have such authority. The term “Owner” means the Owner or the Owner’s authorized representative.

§ 2.2 Information and Services Required of the Owner § 2.2.1 Unless otherwise provided in the Contract Documents, the Owner shall provide

.1 areas of the Project premises that the Vendor may utilize in the performance of the Work;

.2 access to the premises for the Vendor at only those times allowed under the RFP;

.3 suitable space for receipt, inspection, acceptance and staging of materials, Systems, furniture, Furnishings and Equipment pursuant to the RFP; and

.4 temporary utilities and facilities on the premises and vertical transportation necessary for progress and execution of the Work

AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.

WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

This document was produced by AIA software at 10:39:47 ET on 01/09/2019 under Order No. 4497148498 which expires on 01/09/2020, and is not for resale.

User Notes: (3B9ADA62)

(Paragraph Deleted)

§ 2.2.2 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall furnish any other information or services under the Owner’s control and relevant to the Vendor’s performance of the Work with reasonable promptness after receiving the Vendor's written request for such information or services which requests shall come through the Technology Designer.

2.2.3 If the Vendor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required or persistently fails to carry out Work in accordance with the Contract Documents, the Owner as recommended by the Technology Designer may order the Vendor to stop the Work or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner on advise of the Technology Designer to stop the Work shall not give rise to a duty on the part of the Owner or Technology Designer to exercise this right for the benefit of the Vendor or any other person.

2.2.4 If the Vendor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seventy-two (72) hour period after receipt of written notice from the Owner and/or Technology Designer to commence and continue with diligence and promptness, the Owner may, without prejudice to other remedies, correct such deficiencies. In such a case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Vendor the cost of correcting such deficiencies, including compensation for the Technology Designer for additional services and expenses made necessary by such default, neglect or failure. If payments then or thereafter due the Vendor are not sufficient to cover such amounts, the Vendor shall pay the difference to the Owner.

ARTICLE 3 VENDOR

§ 3.1 General § 3.1.1 The Vendor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term “Vendor” means the Vendor or the Vendor’s authorized representative.

§ 3.1.2 The Vendor shall perform the Work in accordance with the Contract Documents.

§ 3.1.3 The Vendor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Technology Designer in the its administration of the Contract or by tests, inspections or approvals required or performed by persons or entities other than the Vendor.

1. § 3.1.4 The Vendor shall comply fully with all federal, state and local laws, statutes, ordinances, rules, regulations and codes, including all licensing and permitting requirements applicable to the Work performed as well as all applicable provision of the Occupational Safety and Health Act. This includes, but is not limited to, the Americans with Disabilities Act ["ADA"], the Revised School Code, MCL 380.1 et seq., the School Building Construction Act, MCL 388.851 et seq., the Stille-Derosett-Hale Single State Construction Code Act, MCL 125.1501 et seq., the Michigan Building Code, federal, state and local environmental laws and regulations, and the, rules and regulations, policies, guidelines and consent, administrative or other lawful orders of all public authorities having jurisdiction over the Project. The Vendor shall be responsible for adhering to all local and state fire codes and shall be responsible for firestopping all penetrations utilized. While performing any Services or while in or at the School District’s Sites, the Vendor, its employees, subvendors, consultants and agents shall be responsible for knowing and shall be subject to, and adhere to, all the rules, regulations, policies and procedures of the School District.

These include, but are not limited to, all policies concerning the use of the Sites and appropriate behavior of persons in or on the sites, such as the prohibitions of sexual harassment or the use or possession of tobacco or alcohol.

2. § 3.1.5 All Vendor’s employees shall be thoroughly experienced in the particular class of work in which they are employed. In the event Owner determines that Vendor, its employees, subvendors or consultants are unqualified, unresponsive or otherwise unacceptable, Vendor will remove and replace said employees, subvendors or consultants from the Project in consultation with the Owner.

AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.

WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

This document was produced by AIA software at 10:39:47 ET on 01/09/2019 under Order No. 4497148498 which expires on 01/09/2020, and is not for resale.

User Notes: (3B9ADA62)

§ 3.2 Review of Contract Documents and Inspection Of Project Premises by Vendor § 3.2.1 Execution of the Contract by the Vendor is a representation that the Vendor has visited the Project premises or, if the Project premises have not yet been constructed, has reviewed the documents pertaining thereto; has become familiar with local conditions under which the Work is to be performed and information relative to access to and use of the Project premises, as provided by the Owner under Section 2.2; and has correlated personal observations with requirements of the Contract Documents.

§ 3.2.2 Because the Contract Documents are complementary, the Vendor shall, before starting each portion of the Work, (1) carefully study and compare the various Drawings and other Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.1; (2) take field measurements of any existing conditions related to that portion of the Work; and (3) observe any conditions of the access route or on the Project premises affecting the Work. These obligations are for the purpose of facilitating delivery and installation by the Vendor and are not for the purpose of discovering errors, omissions or inconsistencies in the Contract Documents; however, the Vendor shall report promptly to the Technology Designer any errors, inconsistencies or omissions discovered or made known to the Vendor as a request for information in such form as the Technology Designer may require. It is recognized that the Vendor’s review of the Contract Documents is made in the Vendor’s capacity as a Vendor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents.

§ 3.2.3 The Vendor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Vendor shall report promptly to the Technology Designer any nonconformity discovered by or made known to the Vendor as a request for information in such form as the Technology Designer may require.

§ 3.2.4 In addition to the Vendor’s representations under Section 3.2.1, the Vendor shall, prior to shipment, delivery and installation, visit and inspect the Project premises in order to confirm the conditions under which the Work is to be performed; verify the stage of completion of the premises and the Project; determine availability of facilities for access, delivery, transportation and staging area; determine the physical and environmental restrictions imposed by the Owner and the condition of the premises and separate vendors; and correlate these observations with the requirements of the Contract Documents. The Vendor shall promptly report to the Owner conditions observed during such inspection or thereafter that would impede the Vendor’s performance of the Work.

3.2.4.1 Before ordering any Systems, the Vendor shall verify measurements at the Project site/sites and shall be responsible for the correctness of such measurements. Any difference between actual dimensions and the dimensions indicated on the Drawings shall be submitted to the Technology Designer for resolution prior to beginning the Work. No extra charges or extra compensation will be allowed for the failure of the Vendor to verify dimensions prior to execution of the Work.

§ 3.2.5 If the Vendor believes that additional cost or time is involved because of clarifications or instructions the Technology Designer issues in response to the Vendor’s notices or requests for information pursuant to Sections 3.2.2, 3.2.3 and 3.2.4, the Vendor shall make Claims as provided in Article 15. If the Vendor fails to perform the obligations of Sections 3.2.2, 3.2.3, or 3.2.4, the Vendor shall pay such costs and damages to the Owner as would have been avoided if the Vendor had performed such obligations.

§ 3.3 Supervision of the Work § 3.3.1 The Vendor shall supervise and direct the Work, using the Vendor’s best skill and attention. The Vendor shall be solely responsible for and have control over the means, methods, techniques, sequences and procedures of fabrication, shipment, delivery and installation, and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. The Vendor shall also coordinate with other contractors/subcontractors, construction managers, or other Owner Constultants or staff, that may have duties related to the Work on the Project. The Vendor shall cooperate with others on the site in performance of their obligations and whenever interference or discrepancies might occur, shall bring such matters to the Technology Designer for disposition.

AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.

WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

This document was produced by AIA software at 10:39:47 ET on 01/09/2019 under Order No. 4497148498 which expires on 01/09/2020, and is not for resale.

User Notes: (3B9ADA62)

§ 3.3.2 The Vendor shall be responsible to the Owner for acts and omissions of the Vendor’s employees, subvendors and their agents and employees, and other persons or entities performing or providing portions of the Work to, for or on behalf of, the Vendor or any of its subvendors.

§ 3.3.3 The Vendor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition for subsequent Work.

§ 3.4 Labor and Materials § 3.4.1 Unless otherwise provided in the Contract Documents, the Vendor shall provide and pay for labor, materials, furniture, Furnishings and Equipment, tools, installation Equipment and machinery, delivery, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated into the Work.

3.4.1.1 Within ten (10) days of notification of intent to award and prior to award, the Vendor shall name all of its SubVendors, suppliers, intended Systems, Materials, and Data. After award, the Vendor shall prepare a schedule of values to be used for periodic invoicing (if applicable) in a manner acceptable to the Technology Designer.

§ 3.4.2 The Vendor shall not make substitutions until after evaluation by the Technology Designer and approval by the Owner.

§ 3.4.3 The Vendor shall enforce strict discipline and good order among the Vendor’s employees, subvendors and other persons carrying out the Work. The Vendor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them.

§ 3.5 Taxes The Vendor shall pay all required sales, consumer, use and similar taxes for the Work provided by the Vendor. The Vendor shall use the Tax Exempt status of the Owner on certain items defined in the RFP with appropriate credits to the Owner.

§ 3.6 Permits, Fees Notices, and compliance with laws § 3.6.1 Unless otherwise provided in the Contract Documents, the Vendor shall secure and pay for permits, fees, licenses and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Agreement and legally required as of that date.

§ 3.6.2 The Vendor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work.

§ 3.6.3 If the Vendor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Vendor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction.

§ 3.7 Superintendent The Vendor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project premises during performance of the Work. The superintendent shall represent the Vendor, and communications given to the superintendent shall be as binding as if given to the Vendor.

§ 3.8 Vendor’s Schedules § 3.8.1 The Vendor, promptly after being awarded the Agreement, shall prepare and submit for the Owner’s and Technology Designer’s information a Vendor’s progress schedule for the Work. The schedule shall not exceed time limits established in the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and the Project, shall be related to the Project and related Work to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work.

§ 3.8.2 The Vendor’s progress schedule shall indicate dates for commencement and completion of phases of the Work, within the Contract Time, including dates for order placement, fabrication, shipping, delivery and installation, acceptance and testing. The schedule shall indicate other critical dates, such as deadlines for approval of submittals.

AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.

WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

This document was produced by AIA software at 10:39:47 ET on 01/09/2019 under Order No. 4497148498 which expires on 01/09/2020, and is not for resale.

User Notes: (3B9ADA62)

The Vendor shall obtain and submit for the Owner’s and the Technology Designers information written confirmation from subvendors of dates of fabrication, delivery and installation.

§ 3.8.3 The Vendor shall prepare a submittal schedule, promptly after being awarded the Agreement and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Technology Designer’s approval. The Technology Designer’s approval shall not be unreasonably delayed or withheld. The submittal schedule shall 1) be coordinated with the Vendor’s progress schedule, and 2) allow the Technology Designer reasonable time to review submittals. If the Vendor fails to submit a submittal schedule, the Vendor shall not be entitled to any increase in Contract Sum or extension of contract completion time based on the time required for review of submittals.

§ 3.8.4 The Vendor shall perform the Work in accordance with the most recent schedules submitted to the Owner and Technology Designer.

§ 3.8.5 The Vendor shall cooperate with the Owner and Technology Designer in coordinating the Vendor’s progress schedule with those of separate Vendors and with the requirements of the Owner’s, Architect, and Construction Manager/General Contractor and/or other Contractors. The Vendor shall cooperate in determining mutually acceptable dates and times for delivery, installation and inspection of the Work, and use of services and facilities provided to the Vendor, all to be confirmed in writing within a reasonable time in advance of such dates and times.

3.8.6 The Owner and Technology Designer shall have the right to direct a postponement or rescheduling of any part of the Work that may interfere with the operations of the Owner’s premises during hours when the premises are in operation. Any postponement or rescheduling of the Work may be grounds for an extension of Contract Time and an equitable adjustment of Contract Sum only if the performance of the Work was properly scheduled by the Vendor in compliance with the requirements of the Contract Documents and previously approved but now requires rescheduling or postponement for the sole convenience of the Owner.

§ 3.9 Documents for the Owner’s Records The Vendor shall maintain for the Owner one copy of the Drawings, Specifications, Addenda and other Modifications, in good order and marked currently to indicate field changes and selections made during performance of the Work, and one copy of approved Shop Drawings, Product Data and similar required submittals. These shall be available to the Technology Designer and shall be delivered to the Owner upon completion of the Work as a record of the Work installed.

§ 3.10 Shop Drawings, Product Data and Samples § 3.10.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Vendor or a subvendor to illustrate some portion of the Work.

§ 3.10.2 Product Data are manufacturer’s illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Vendor to illustrate materials or Equipment for some portion of the Work.

§ 3.10.3 Shop Drawings, Product Data and similar submittals are not Contract Documents. Their purpose is to demonstrate the way by which the Vendor proposes to conform to the information given and the design concept expressed in the Contract Documents. Informational submittals upon which the Technology Designer is not expected to take responsive action may be so identified in the Contract Documents. The Technology Designer may return without action submittals that are not required by the Contract Documents.

§ 3.10.4 The Vendor shall review for compliance with the Contract Documents, and approve and submit to the Technology Designer, Shop Drawings, Product Data and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Technology Designer or, in the absence of an approved submitted schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate vendors.

§ 3.10.5 By submitting Shop Drawings, Product Data and similar submittals, the Vendor represents to the Owner and Technology Designer that the Vendor has (1) reviewed and approved them, and (2) determined and verified materials, field measurements and field installation criteria related thereto, or will do so, and (3) checked and

AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.

WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

This document was produced by AIA software at 10:39:47 ET on 01/09/2019 under Order No. 4497148498 which expires on 01/09/2020, and is not for resale.

User Notes: (3B9ADA62) coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents.

§ 3.10.6 The Vendor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data or similar submittals until the respective submittal has been approved by the Technology Designer.

§ 3.10.7 The Work shall be in accordance with approved submittals, except that the Vendor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Technology Designers approval of Shop Drawings, Product Data or similar submittals unless the Vendor has specifically informed the Technology Designer in writing of such deviation at the time of submittal and (1) the Technology Designer has given written approval to the specific deviation as a minor change in the Work or (2) a Modification to the Contract has been approved authorizing the deviation. The Vendor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data or similar submittals by the Technology Designer’s approval.

§ 3.10.8 The Vendor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data or similar submittals, to revisions other than those requested by the Technology Designer on previous submittals. In the absence of such written notice, the Technology Designer’s approval of a resubmission shall not apply to such revisions.

§ 3.10.9 Samples, once approved, constitute an express warranty that the goods will conform to the sample.

§ 3.10.10 When professional certification of performance criteria for the Systems is required by the Contract Documents, the Technology Designer shall be entitled to rely upon the accuracy and completeness of such certifications.

3.10.11 The Vendor shall make no modifications to the structure, penetrations to structural components or any attachments which require structural evaluation without express approval of the Project Architect or Engineer. Such requests shall be made in writing and the Technology Designer may require the Vendor to provide structural calculations by a qualified licensed Structural Engineer where the Vendor seeks for its own method or purpose to modify or alter a component of the structure. The Vendor shall also make no electrical connections or modifications to the power or lighting (other than low voltage) without the use of a licensed Electrician who shall obtain approval of the Owners Architect, Electrical Engineer, and inspecting authority for such. Modifications to any mechanical Systems shall be made only after evaluation and approval by the Owners Architect and/or Mechanical Engineer, and inspecting authority for such.

§ 3.11 Cleaning Up § 3.11.1 The Vendor shall keep the premises and surrounding area free from accumulation of waste materials and other debris created by operations under the Contract. At completion of the Work, the Vendor shall remove waste materials and other debris created by the Vendor’s activities, the Vendor’s tools, construction Equipment, machinery and surplus materials from and about the Project.

§ 3.11.2 If the Vendor fails to clean up as provided in the Contract Documents, the Owner may do so, and the Owner shall be entitled to reimbursement from the Vendor for the cost thereof.

§ 3.12 INDEMNIFICATION. To the fullest extent permitted by law, the Vendor shall indemnify, hold harmless and defend the Owner, its Board and its Board members, in their official and individual capacities, its Technology Designer, Architect, Construction Manager, its successors, assignees, employees, contractors and agents from and against any and all claims, costs, expenses, damages, and liabilities, injuries, including reasonable attorney’s fees, arising out of the (i) negligent acts or willful misconduct of the Vendor, its officers, directors, employees, subvendors, consultants and agents, or (ii) any breach of the terms of this Agreement by the Vendor, its officers, directors, employees, subvendors, consultants and agents, or (iii) any breach of any representation or warranty by the Vendor, its officers, directors, employees, subvendors, consultants and agents under this Agreement. Owner agrees to notify Vendor by certified mail, return receipt requested of any claim, suit, action, or proceeding for which it may be entitled to indemnification under this Agreement.

AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.

WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

This document was produced by AIA software at 10:39:47 ET on 01/09/2019 under Order No. 4497148498 which expires on 01/09/2020, and is not for resale.

User Notes: (3B9ADA62)

Vendor shall have the sole right, but not the obligation, to control the defense of any such claim. Owner agrees to provide reasonable assistance to Vendor, at Vendor’s expense, in defense of same. This Section shall survive the expiration or earlier termination of this Agreement and shall not be limited by the Vendor’s Insurance obligations contained in this agreement. Such obligation shall not be construed to negate, abridge or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 3.12.

3.12.1 Intellectual Property Indemnification. Vendor shall indemnify, hold harmless and defend Owner from and against any and all damages, costs and expenses, including reasonable attorney fees, incurred in connection with any claim or suit brought against Owner arising from claims of violation of U.S. copyright, patent or trade secret by any third party resulting from Vendor’s or Owner’s use of any Equipment, Software, Technology System, Documentation and/or data development in connection with the Services and Equipment described herein; provided that Vendor is notified in writing within thirty (30) days from the date Owner knew of such claim, Owner is not the cause of the claim, and further provided that Vendor has sole control over its defense or settlement, and Owner provides reasonable assistance at the expense of Vendor in the defense of the same. Owner retains the right to offset against any amounts owed Vendor hereunder, any such monies expended by Owner in defending itself against such claims. Following written notification of an infringement claim, Vendor may, at its expense, and in its sole and absolute discretion (but without obligation to do so) either (i) procure for Owner the right to continue to use the alleged infringing Systems; or (ii) replace, modify or provide substitute Systems to Owner which are, in Owner’s sole opinion, of equal or greater quality to make it non-infringing; or (iii) refund to Owner all monies paid to Vendor with respect to the infringing Systems, as well as all reasonable losses related to the infringing System(s) and all reasonable expenses related to the installation and conversion to the new System(s).

§ 3.12.2 In claims against any person or entity indemnified under this Section 3.12 by an employee of the Vendor, a subvendor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3.12.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Vendor or a subvendor under workers’ compensation acts, disability benefit acts or other employee benefit acts.

ARTICLE 4 TITLE AND RISK OF LOSS

§ 4.1 Title to all technology Systems shall be transferred to the Owner upon acceptance by the Owner pursuant to Section 6.2 or upon payment in full to the Vendor, whichever occurs first.

§ 4.2 The risk of loss, with respect to all Systems provided by the Vendor, shall remain on the Vendor until acceptance by the Owner pursuant to Section 6.2 of the Systems, or designated portion thereof.

§ 4.3 The Owner shall be under no obligation to insure Systems that does not conform to the Contract Documents or that the Owner has rejected. Under such circumstances, the risk of loss shall remain with the Vendor.

ARTICLE 5 DELIVERY AND INSTALLATION

§ 5.1 The Vendor shall make delivery of all Systems in accordance with the Vendor’s progress schedule or at a time mutually agreed upon by the Owner and the Technology Designer..

§ 5.2 The Vendor shall become fully informed of the conditions relating to delivery, installation and labor under which the Vendor’s Work will be performed. The Vendor shall employ the labor, and means and methods of carrying out the Vendor’s Work as the conditions require.

§ 5.3 Delivery and installation of all Systems shall be made to the location of the Project, as specified in the Contract Documents. Installation of Systems shall include testing and acceptance as required by the Contract Documents.

§ 5.4 The Vendor shall consult with the Technology Designer and Owner to identify a route to be used within the Project premises from the point of initial delivery at the Project premises to the place of final placement or

AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.

WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

This document was produced by AIA software at 10:39:47 ET on 01/09/2019 under Order No. 4497148498 which expires on 01/09/2020, and is not for resale.

User Notes: (3B9ADA62) installation. After its selection, the route shall be made available to the Vendor for delivery of Systems as provided in Section 5.1 and Section 5.2.

§ 5.5 The Vendor shall, within a reasonable time prior to delivery, provide the Owner with schedules for access and arrange for the use of elevators and unloading facilities.

§ 5.6 When the Vendor considers installation of all or a designated portion of the Systems required by the Contract Documents to be complete, the Vendor shall advise the Technology Designer and Owner in writing.

ARTICLE 6 ACCEPTANCE

§ 6.1 Prior to the tender of delivery by the Vendor, the Technology Designer and Owner may conduct a preliminary inspection of the Systems upon delivery for the purpose of verifying the delivery of such Systems, , including quantities. Such preliminary inspections shall not constitute acceptance of, taking charge over or control of such Systems. Any defects, damage, deficiencies or nonconformity discovered by the Technology Designer and/or Owner shall be reported to the Vendor.

§ 6.2 Upon completion of installation pursuant to Section 5.6, the Technology Designer and Owner, shall conduct an acceptance inspection. If the Owner determines that the Systems comply with the requirements of the Contract Documents, the Owner shall notify the Vendor that the Systems have been accepted. If the Owner determines that all or any portion of the Systems do not conform to the requirements of the Contract Documents, the Owner shall reject such nonconforming portion by notifying the Vendor in writing of such rejection.

§ 6.3 If the Owner rejects all or any portion of the Work, the Owner shall notify the Vendor within a reasonable time, which shall not be more than 30 days after the date of the inspection performed pursuant to Section 6.2. The notice shall include the specific basis for the Owner's rejection.

§ 6.4 Intentionally Omitted

§ 6.5 Upon rejection by the Owner, the Vendor shall have 30 days to provide acceptable evidence of arrangements to remedy the basis for rejection. If the Vendor remedies the basis for rejection, the Vendor shall notify the Owner in writing. The Owner shall have an additional period of time to conduct an acceptance inspection of the previously rejected Systems. If the Owner agrees to accept the Systems, the Owner shall so notify the Vendor in writing. If the Owner rejects the tender of such Systems, the Owner shall notify the Vendor within a reasonable time, which shall not be more than 30 days. Such notice shall include the specific basis for rejection. Upon final rejection by the Owner, the Vendor shall remove the rejected Systems from the Project premises and refund any monies paid to Vendor hereunder by Owner and be liable for any unpaid balance to complete the Project.

§ 6.6 If Systems that have been previously accepted are found not to comply with the requirements of the Contract Documents, the Owner shall be entitled to revoke acceptance so long as the Vendor does not suffer actual prejudice by virtue of the Owner’s prior acceptance of such Systems. Such revocation of acceptance shall be made by giving prompt notice to the Vendor. In such event, the Vendor shall proceed in accordance with Section 6.5.

§ 6.7 The provisions of this Article 6 do not preclude recovery of damages as provided by law.

6.8 Final Acceptance of the System(s). The System(s) proposed shall be defined to be finally accepted by Owner after meeting all requirements of this Agreement and the Contract Documents (the “Final Acceptance”). The Owner or Owner’s representative shall be the sole judge of whether all conditions for Final Acceptance have been met.

ARTICLE 7 WARRANTIES

§ 7.1 The Vendor expressly warrants to the Owner and Technology Designer that the Work complies with the requirements of the Contract Documents. The Vendor further warrants that the Owner shall receive the benefit of standard manufacturer’s warranties and guarantees applicable to the Work as well as any special warranties or guarantees made part of or required by the Contract Documents.

§ 7.2 The Vendor provides to the Owner and Architect all warranties relating to the Systems implied by law, including but not limited to the warranty of merchantability and fitness for a particular purpose.

AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.

WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

This document was produced by AIA software at 10:39:47 ET on 01/09/2019 under Order No. 4497148498 which expires on 01/09/2020, and is not for resale.

User Notes: (3B9ADA62)

§ 7.3 The Vendor acknowledges that no exclusion of or limitation on warranties contained in any proposal, product literature or other submittal shall affect the warranties provided pursuant to Sections 7.1 and 7.2.

§ 7.4 Warranty Period. The Vendor shall provide all warranties identified in the Contract Documents. All warranties are effective from the date of Final Acceptance as defined in Article 6.

§ 7.5 The Vendor warrants that all components provided under this Agreement, whether installed initially or under subsequent purchase orders, shall be: newly manufactured equipment or assembled from newly manufactured parts; approved by Underwriter's Laboratories; and, will be free from defects in workmanship or material for a period as specified in the RFP and, to the extent accepted by the Owner, in the Vendor’s Bid Proposal to the RFP, and all bulletins and clarifications from the date of Final System(s) Acceptance. During this warranty period, the Vendor shall furnish all new replacement parts, shipping costs, repaired parts, Services, labor, travel costs, and other repair costs at no cost to the Owner. At the conclusion of the warranty period, the Owner may consider Vendor support under a separate maintenance agreement. Vendor shall pass-through to Owner all warranties of the third party manufacturers of any such components.

ARTICLE 8 PAYMENT

§ 8.1 Before the first application for payment, the Vendor shall submit to the Technology Designer a quotation schedule showing the values allocated to each quotation for portions of the Work. The Vendor’s quotation schedule shall be accompanied by a certified statement from the Vendor prepared in such form and supported by such data to substantiate its accuracy as the Technology Designer may require. This schedule, when approved by the Owner, shall be submitted with each application for payment and shall be used as a basis for reviewing the Vendor’s applications for payment.

§ 8.2 When payment is due pursuant to the payment terms of the Agreement, the Vendor shall submit to the Technology Designer an itemized application for payment. Such application shall be notarized, if required by the Contract Documents, and supported by such data substantiating the Vendor’s right to payment as the Technology Designer may require, such as copies of bills of lading or requisitions from subvendors and Equipment suppliers.

§ 8.3 Payment will not be made for materials or Equipment stored off site unless approved by the Owner with appropriate insurance and the Owner named as beneficiary.

§ 8.4 The Vendor agrees to defend the Owner, Architect, Technology Designer, Construction Manager/General Contractor against any actions, lawsuits, or proceedings brought against them as a result of the Work of the Vendor.

The Vendor further agrees to pay any judgment resulting from any such actions, lawsuits or proceedings.

§ 8.5 Payment Terms: Vendor has agreed to provide the System(s) to Owner for the Purchase Price provided in Vendors Bid. Payment shall be in accordance to the following schedule:

A. Progress billing may be submitted monthly for labor-to-date expended by the Vendor and/or Equipment that is delivered, and installed, based on a mutually agreed upon percentage of completion between Owner and Vendor.

Total progress payments shall not exceed 90% of the total Purchase Price. Progress billings shall reflect the 10% retainage referenced below.

B. 10% of the total Purchase Price will be held as retainage, payable upon Final Acceptance, as defined in Article 6 of the completed System(s) by Owner or its designated representative.

(Paragraph Deleted)

AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.

WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and…