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AIA Document A105 2007

Standard Form of Agreement Between Owner and Contractor for a Residential or Small Commercial Project
AGREEMENT made as of the day of (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status, address and other information) Westmere Fire District Board of Fire Commissioners 1741 Western Avenue Albany, ew !or" 1220#$4412 %&1'( 4&)$)7#4 *a+ %&1'( 4&)$#4#7 ,mail: distri-t.westmerefire/or0 and the 1ontra-tor: (Name, legal status, address and other information) in the year 2014
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. State or local law may impose requirements on contracts for home improvements. If this document will be used for Work on the Owners residence, the Owner should consult local authorities or an attorney to verify requirements applicable to this Agreement.

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for the followin0 2ro3e-t: (Name, location and detailed description) Westmere Fire District Overhead Door Replacement 1741 Western Avenue Albany, ew !or" 1220# 4emoval and re5la-ement of ei0ht %'( se-tional doors at A55aratus 6ays 7he Ar-hite-t: (Name, legal status, address and other information) C.T. Male Associates Engineering !"rve#ing Architect"re $ %andscape Architect"re &.C. &0 1entury 8ill 9rive :atham, ! 12110 Ar-hite-t;s 2ro3e-t o/ 10/11<&$O89 7he Owner and 1ontra-tor a0ree as follows/

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AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

TABLE OF ARTICLES 1 2 3 4 5 6 7 8 9 1 11 12 13 14 15 16 17 THE CONTRACT DOCUMENTS DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION DATE CONTRACT SUM PAYMENT INSURANCE GENERAL PROVISIONS OWNER CONTRACTOR ARCHITECT CHANGES IN THE WOR! TIME PAYMENTS AND COMPLETION PROTECTION OF PERSONS AND PROPERTY CORRECTION OF WOR! MISCELLANEOUS PROVISIONS TERMINATION OF THE CONTRACT OTHER TERMS AND CONDITIONS

ARTICLE 1 THE CONTRACT DOCUMENTS " 1#1 7he 1ontra-tor shall -om5lete the Wor" des-ribed in the 1ontra-t 9o-uments for the 2ro3e-t/ 7he 1ontra-t 9o-uments -onsist of #1 this A0reement si0ned by the Owner and 1ontra-tor= #2 the drawin0s and s5e-ifi-ations 5re5ared by the Ar-hite-t, dated 12>&>1# , and enumerated as follows: 9rawin0s: N$%&'( T)*+' D,*'

?5e-ifi-ations: S'-*)./ 007#4# 007#4#/1

T)*+' Wa0e 4ate 4e@uirements 201# 2revailin0 wa0e s-hedule

P,0'1 1 7)

AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

0'#)1) 2)0&00 2)0&01 2)0&2) #3

?e-tional 9oors Aeneral 4e@uirements, ,le-tri-al 6asi- Baterials and Bethods Aroundin0 and 6ondin0 for ,le-tri-al ?ystems

) < 12 &

addenda 5re5ared by the Ar-hite-t as follows: N$%&'( D,*' one

P,0'1

#4 #5

written orders for -han0es in the Wor" issued after e+e-ution of this A0reement= and other do-uments, if any, identified as follows: 6id 9o-uments

ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 7he number of -alendar days available to the 1ontra-tor to substantially -om5lete the Wor" is the 1ontra-t 7ime/ 7he date of -ommen-ement of the Wor" shall be the date of this A0reement unless otherwise indi-ated below/ 7he 1ontra-tor shall substantially -om5lete the Wor", no later than si+ty % )0 ( -alendar days from the date of -ommen-ement, sub3e-t to ad3ustment as 5rovided in Arti-le 10 and Arti-le 11/ (Insert the date of commencement, if it differs from the date of this Agreement.) 9ate of -ommen-ement shall be as sti5ulated in the oti-e to 2ro-eed issued by the Owner sub3e-t to a55roval of the 1ontra-tor;s 1onstru-tion ?-hedule in a--ordan-e with ?e-tion '/2 and Arti-le 11/ ARTICLE 3 CONTRACT SUM " 3#1 ?ub3e-t to additions and dedu-tions in a--ordan-e with Arti-le 10, the 1ontra-t ?um is: " 3#2 *or 5ur5oses of 5ayment, the 1ontra-t ?um in-ludes the followin0 values related to 5ortions of the Wor": (Itemize the Contract Sum among the major portions of the or!.) P.(*)./ .2 W.(3 V,+$'

" 3#3 Cnit 5ri-es, if any, are as follows: (Identify and state the unit price" state the #uantity limitations, if any, to which the unit price will $e applica$le.) I*'% one U/)*1 ,/4 L)%)*,*)./1 P()-' 5'( U/)* 67 # 8

" 3#4 Allowan-es in-luded in the 1ontra-t ?um, if any, are as follows: (Identify allowance and state e%clusions, if any, from the allowance price.) I*'% one P()-'

" 3#5 7he 1ontra-t ?um is based u5on the followin0 alternates, if any, whi-h are des-ribed in the 1ontra-t 9o-uments and hereby a--e5ted by the Owner: (State the num$ers or other identification of accepted alternates. If the $idding or proposal documents permit the &wner to accept other alternates su$se#uent to the e%ecution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount e%pires.) one

AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

" 3#6 7he 1ontra-t ?um shall in-lude all items and servi-es ne-essary for the 5ro5er e+e-ution and -om5letion of the Wor"/ ARTICLE 4 PAYMENT " 4#1 6ased on 1ontra-tor;s A55li-ations for 2ayment -ertified by the Ar-hite-t, the Owner shall 5ay the 1ontra-tor, in a--ordan-e with Arti-le 12, as follows: (Insert $elow timing for payments and pro'isions for withholding retainage, if any.) " 4#1#1 Cntil ?ubstantial 1om5letion, the OW ,4 shall 5ay ninety$five %<&D( 5er-ent of the amount due the 1O 74A17O4 on a--ount of 5ro0ress 5ayments/ " 4#1#2 4edu-tion or limitation of retaina0e, if any, shall be as follows: 7wo %2( times the Ar-hite-t;s estimate of in-om5lete or defe-tive Wor" remainin0 in 1ontra-t/ " 4#2 2ayments due and un5aid under the 1ontra-t 9o-uments shall bear interest from the date 5ayment is due at the rate below, or in the absen-e thereof, at the le0al rate 5revailin0 at the 5la-e of the 2ro3e-t/ " 4#2#1 :A7, 2A!B, 7/ 7imeliness of 5ayment and any interest to be 5aid to 1ontra-tor for late 5ayment shall be 0overned by Arti-le 11$A of the ?tate *inan-e :aw to the e+tent re@uired by law/ ARTICLE 5 INSURANCE " 5#1 7he 1ontra-tor shall 5rovide 1ontra-tor;s 0eneral liability and other insuran-e as follows: (Insert specific insurance re#uirements and limits.) T95' .2 )/1$(,/-' Wor"ers 1om5ensation Ensuran-e L)%)* .2 +),&)+)*9 67 # 8 ?tatutory benefits ,m5loyer;s :iability F at least G2&0,000/00 G1,000,000 ,a-h O--urren-e G2,000,000 A00re0ate :iability -overa0e in the amount of at least G2&0,000 for ea-h o--urren-e, -overin0 a dire-t loss of 5ro5erty or money of a -lient -aused by dishonest a-ts of the su--essful 6idderHs a0ent or em5loyees for whi-h the su--essful 6idder is le0ally liable/ G1,000,000 1ombined ?in0le :imit

1ommer-ial Aeneral :iability %in-ludin0 1ontra-tual and 2ersonal En3ury :iability(

1ommer-ial Automobile :iability %in-ludin0 owned, non$owned and hired vehi-les( Cmbrella ,+-ess :iability

G&,000,000 ,a-h O--urren-e G&,000,000 A00re0ate

" 5#1#1 All of the 5oli-ies of insuran-e so re@uired to be 5ur-hased and maintained %or the -ertifi-ates or other eviden-e thereof( shall s5e-ifi-ally name as the additional insured, on a 5rimary non$-ontributory basis, the followin0 5arties: 1/ 7he OW ,4, s5e-ifi-ally, the Westmere *ire 9istri-t, its em5loyees, and its 6oard of *ire 1ommissioners/ 2/ 7he A418E7,17>, AE ,,4, s5e-ifi-ally 1/7/ Bale Asso-iates ,n0ineerin0, ?urveyin0, Ar-hite-ture I :ands-a5e Ar-hite-ture, 2/1/ " 5#1#1 1ertifi-ates of insuran-e a--e5table to the Owner shall be filed with the Owner 5rior to -ommen-ement of the Wor"/ 7hese -ertifi-ates and the insuran-e 5oli-ies re@uired by this 2ara0ra5h &/1 shall -ontain a 5rovision that -overa0es afforded under the 5oli-ies will not be -an-eled or allowed to e+5ire until at least #0 daysH 5rior written noti-e has been 0iven to the Owner/ Ef any of the fore0oin0 insuran-e -overa0es are re@uired to remain in for-e after final 5ayment and are reasonably available, an additional -ertifi-ate eviden-in0 -ontinuation of su-h -overa0e shall be submitted with the final A55li-ation for 2ayment as re@uired by ?e-tion 12/)/ Enformation -on-ernin0 redu-tion of -overa0e on a--ount of revised limits or -laims 5aid under the Aeneral A00re0ate, or both, shall be furnished by the 1ontra-tor with reasonable 5rom5tness in a--ordan-e with the 1ontra-torHs information and belief/
AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

" 5#1#2 All insuran-e -overa0e 5ro-ured by the 1ontra-tor shall be 5rovided by insuran-e -om5anies havin0 5oli-y holder ratin0s no lower than JAK and finan-ial ratin0s not lower that JLEEK in the 6est;s Ensuran-e Auide, latest edition in effe-t as of the date of the 1ontra-t, and subse@uently in effe-t at the time of renewal of any 5oli-ies re@uired by the 1ontra-t 9o-uments/ " 5#2 7he Owner shall 5rovide 5ro5erty insuran-e to -over the value of the Owner;s 5ro5erty, in-ludin0 any Wor" 5rovided under this A0reement/ 7he 1ontra-tor is entitled to re-eive an in-rease in the 1ontra-t ?um e@ual to the insuran-e 5ro-eeds related to a loss for dama0e to the Wor" -overed by the Owner;s 5ro5erty insuran-e/ " 5#2#1 2ro5erty insuran-e 5rovided by the Owner shall not -over any tools, a55aratus, ma-hinery, s-affoldin0, hoists, forms, sta0in0, shorin0, and other similar items -ommonly referred to as -onstru-tion e@ui5ment that may be on the site and the -a5ital value of whi-h is not in-luded in the Wor"/ 7he 1ontra-tor shall ma"e its own arran0ements for any Ensuran-e it may re@uire on su-h -onstru-tion e@ui5ment/ Any su-h 5oli-y obtained by the 1ontra-tor under this ?ub5ara0ra5h &/2/1 shall in-lude a waiver of subro0ation in a--ordan-e with the re@uirements of this Arti-le/ " 5#3 7he 1ontra-tor shall obtain an endorsement to its 0eneral liability insuran-e 5oli-y to -over the 1ontra-tor;s obli0ations under ?e-tion '/12/ " 5#4 ,a-h 5arty shall 5rovide -ertifi-ates of insuran-e showin0 their res5e-tive -overa0es 5rior to -ommen-ement of the Wor"/ " 5#4#1 7he 1ontra-tor hereby a0rees to deliver to the Owner, within ten %10( days of the date of the Owner$ 1ontra-tor A0reement and 5rior to brin0in0 any e@ui5ment or 5ersonnel onto the site of the Wor" or the 2ro3e-t site, -ertified -o5es of al insuran-e 5oli-ies 5ro-ured by the 1ontra-tor under or 5ursuant to 2ara0ra5h &/1 or, with -onsent of the Owner, 1ertifi-ates of Ensuran-e in form and substan-e satisfa-tory to the Owner eviden-in0 the re@uired -overa0es with limits not less than those s5e-ified in 2ara0ra5h &/1/ 7he -overa0e afforded under any Ensuran-e 5oli-y obtained under or 5ursuant to this 2ara0ra5h shall be 5rimary to any valid and -olle-tible insuran-e -arried se5arately by any of the Endemnities/ *urthermore, all 5oli-ies and 1ertifi-ates of Ensuran-e shall e+5ressly 5rovide that no less than thirty %#0( days; 5rior written noti-e shall be 0iven the Owner in the event of material alteration, -an-ellation, nonrenewal, or e+5iration of the -overa0e -ontained in su-h 5oli-y or eviden-ed by su-h -ertified -o5y or 1ertifi-ate of Ensuran-e/ " 5#4#2 En no event shall any failure of the Owner to re-eive -ertified -o5ies or -ertifi-ates of 5oli-ies re@uired under 2ara0ra5h 11/1 or to demand re-ei5t of su-h -ertified -o5ies or -ertifi-ates 5rior to the 1ontra-tor;s -ommen-in0 the Wor" be -onstrued as a waiver by the Owner of the Ar-hite-t of the 1ontra-tor;s obli0ations to obtain insuran-e 5ursuant to this Arti-le/ 7he obli0ation to 5ro-ure and maintain any insuran-e re@uired by this Arti-le 11 is a se5arate res5onsibility of the 1ontra-tor and inde5endent of the duty to furnish a -ertified -o5y or -ertifi-ate of su-h insuran-e 5oli-ies " 5#4#3 Ef the 1ontra-tor fails to 5ur-hase and maintain, or re@uire to be 5ur-hased and maintained, any insuran-e re@uired under this 2ara0ra5h, the Owner may, but shall not be obli0ated to, u5on five %&( days; written noti-e to the 1ontra-tor, 5ur-hase su-h insuran-e on behalf of the 1ontra-tor and shall be entitled to be reimbursed by the 1ontra-tor u5on demand/ " 5#4#3 When any re@uired insuran-e, due to the attainment of a normal e+5iration date or renewal date, shall e+5ire, the 1ontra-tor shall su55ly the Owner with 1ertifi-ates of Ensuran-e and amendatory riders or endorsements that -learly eviden-e the -ontinuation of all -overa0e in the same manner, limits of 5rote-tion, and s-o5e of -overa0e as was 5rovided by the 5revious 5oli-y/ En the event any renewal or 5la-ement 5oli-y, for whatever reason obtained or re@uired, is written by a -arrier other than that with whom the -overa0e was 5reviously 5la-ed, or the subse@uent 5oli-y differs in any way from the 5revious 5oli-y, the 1ontra-tor shall also furnish the Owner with a -ertified -o5y of the renewal or re5la-ement 5oli-y unless the Owner 5rovides the 1ontra-tor with 5rior written -onsent to submit only a 1ertifi-ate of Ensuran-e for any su-h 5oli-y/ All renewal and re5la-ement 5oli-ies shall be in form and substan-e satisfa-tory to the Owner and written by -arriers a--e5table to the Owner " 5#4#4 Any a00re0ate limit under the 1ontra-tor;s liability insuran-e shall, by endorsement, a55ly to this 5ro3e-t se5arately
AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

" 5#4#5 7he 1ontra-tor shall -ause ea-h ?ub-ontra-tor to %E( 5ro-ure insuran-e reasonably satisfa-tory to the Owner and %ii( name the Endemnities as additional insureds under the ?ub-ontra-tor;s -om5rehensive 0eneral liability 5oli-y/ 7he additional insured endorsement in-luded on the ?ub-ontra-tor;s -om5rehensive 0eneral liability 5oli-y shall state that -overa0e is afforded the additional insureds with res5e-t to -laims arisin0 out of o5erations 5erformed by or on behalf of the 1ontra-tor/ Ef the additional insureds have other insuran-e that is a55li-able to the loss, su-h other insuran-e shall be on an e+-ess or -ontin0ent basis/ 7he amount of the insurer;s liability under this insuran-e 5oli-y shall not be redu-ed by the e+isten-e of su-h other insuran-e/ " 5#5 Cnless s5e-ifi-ally 5re-luded by the Owner;s 5ro5erty insuran-e 5oli-y, the Owner and 1ontra-tor waive all ri0hts a0ainst %1( ea-h other and any of their sub-ontra-tors, su55liers, a0ents and em5loyees, ea-h of the other= and %2( the Ar-hite-t, Ar-hite-t;s -onsultants and any of their a0ents and em5loyees, for dama0es -aused by fire or other -auses of loss to the e+tent -overed by 5ro5erty insuran-e or other insuran-e a55li-able to the Wor"/ " 5#6 Ef the Owner or the 1ontra-tor is dama0ed by the failure of the other 5arty to 5ur-hase or maintain insuran-e re@uired under 2ara0ra5h &/1, then the 5arty who failed to 5ur-hase or maintain the insuran-e shall bear all reasonable -osts %in-ludin0 attorney;s fees and -ourt and settlement e+5enses( 5ro5erly attributable thereto/ ARTICLE 6 GENERAL PROVISIONS " 6#1 THE CONTRACT 7he 1ontra-t re5resents the entire and inte0rated a0reement between the 5arties and su5ersedes 5rior ne0otiations, re5resentations or a0reements, either written or oral/ 7he 1ontra-t may be amended or modified only by a written modifi-ation in a--ordan-e with Arti-le 10/ " 6#2 THE WOR! 7he term JWor"K means the -onstru-tion and servi-es re@uired by the 1ontra-t 9o-uments, and in-ludes all other labor, materials, e@ui5ment and servi-es 5rovided, or to be 5rovided, by the 1ontra-tor to fulfill the 1ontra-tor;s obli0ations/ " 6#2#1 9urin0 6iddin0, the 1ontra-t, if awarded, will be on the basis of materials and e@ui5ment s5e-ified or des-ribed in the 6iddin0 9o-uments, or Jor$e@ualK materials and e@ui5ment as defined in 9ivision 1 of the ?5e-ifi-ations, or those substitute or materials and e@ui5ment a55roved by the Ar-hite-t and identified by Addendum/ 7he materials and e@ui5ment des-ribed in the 6iddin0 9o-uments establish a standard of re@uired ty5e, fun-tion, and @uality to be met by any 5ro5osed substitute or Jor$e@ualK item/ 4e@uest for the Ar-hite-t;s -larifi-ation of materials and e@ui5ment -onsidered Jor$e@ualK 5rior to the ,ffe-tive 9ate of the A0reement must be re-eived by the Ar-hite-t at least 10 days 5rior to the date for re-ei5t of 6ids/ o item of material or e@ui5ment will be -onsidered by the Ar-hite-t as a substitute unless written re@uest for a55roval has been submitted by 6idder and has been re-eived by the Ar-hite-t at least 10 days 5rior to the date for re-ei5t of 6ids/ 7he burden of 5roof of the merit of the 5ro5osed item is u5on the 6idder/ 7he Ar-hite-t;s de-ision of a55roval or disa55roval of a 5ro5osed item will be final/ Ef the Ar-hite-t a55roves any 5ro5osed substitute item, su-h a55roval will be set forth in an Addendum issued to all 5ros5e-tive 6idders/ 6idders shall not rely u5on a55rovals made in any other manner/ " 6#2#2 After the 1ontra-t has been e+e-uted, the Owner and Ar-hite-t will -onsider a formal re@uest for the substitution of 5rodu-ts in 5la-e of those s5e-ified only under the -onditions set forth in the Aeneral 4e@uirements %9ivision 1 of the ?5e-ifi-ations(/ 6y ma"in0 re@uests for substitutions, the 1ontra-tor: #1 #2 #3 #4 re5resents that the 1ontra-tor has 5ersonally investi0ated the 5ro5osed substitute 5rodu-t and determined that it is e@ual or su5erior in all res5e-ts to that s5e-ified= re5resents that the 1ontra-tor will 5rovide the same warranty for the substitution that the 1ontra-tor would for that s5e-ified/ -ertifies that the -ost data 5resented is -om5lete and in-ludes all related -osts under the 1ontra-t e+-e5t the Ar-hite-t;s redesi0n -osts, and waives all -laims for additional -osts related to the substitution whi-h subse@uently be-ome a55arent= and will -oordinate the installation of the a--e5ted substitute, ma"in0 su-h -han0es as may be re@uired for the Wor" to be -om5lete in all res5e-ts/

" 6#2#3 7he Owner shall be entitled to dedu-t from the 1ontra-t ?um amounts 5aid to the Ar-hite-t to evaluate the 1ontra-tor;s 5ro5osed substitutions and to ma"e a0reed$u5on -han0es in the 9rawin0s and ?5e-ifi-ations made ne-essary by the Owner;s a--e5tan-e of su-h substitutions/
AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

" 6#3 INTENT 7he intent of the 1ontra-t 9o-uments is to in-lude all items ne-essary for the 5ro5er e+e-ution and -om5letion of the Wor" by the 1ontra-tor/ 7he 1ontra-t 9o-uments are -om5lementary, and what is re@uired by one shall be as bindin0 as if re@uired by all/ " 6#3#1 En the event of in-onsisten-ies within or between 5arts of the 1ontra-t 9o-uments, or between the 1ontra-t 9o-uments and a55li-able standards, -odes, and ordinan-es, the 1ontra-tor shall %i( 5rovide the better @uality or 0reater @uantity of Wor" or %ii( -om5ly with the more strin0ent re@uirement= either or both in a--ordan-e with the Ar-hite-t;s inter5retation/ 7he terms and -onditions of this ?ub5ara0ra5h )/#/1 however, shall not relieve the 1ontra-tor of any of the obli0ations set forth herein/ " 6#3#2 Whenever a 5rodu-t is s5e-ified in a--ordan-e with a *ederal ?5e-ifi-ation, as A?7B ?tandard, an Ameri-an ational ?tandards Enstitute ?5e-ifi-ation, or other Asso-iation ?tandard, the 1ontra-tor shall 5resent an affidavit from the manufa-turer when re@uested by the Ar-hite-t or re@uired in the ?5e-ifi-ations, -ertifyin0 that the 5rodu-t -om5lies with the 5arti-ular ?tandard or ?5e-ifi-ation/ When re@uested by the Ar-hite-t or s5e-ified, su55ort test data shall be submitted to substantiate -om5lian-e/ " 6#3#3 Whenever a 5rodu-t is s5e-ified or shown by des-ribin0 5ro5rietary items, model numbers, -atalo0 numbers, manufa-turer, trade names, or similar referen-e, no substitutions may be made unless a--e5ted 5rior to e+e-ution of the 1ontra-t or if a--e5ted as a 1han0e in the Wor" in a--ordan-e with ?ub5ara0ra5hs #/4/4$#/4/)/ Where two or more 5rodu-ts are shown or s5e-ified, the 1ontra-tor has the o5tion to use either of those shown or s5e-ified/ " 6#4 OWNERSHIP AND USE OF ARCHITECT:S DRAWINGS; SPECIFICATIONS AND OTHER DOCUMENTS 9o-uments 5re5ared by the Ar-hite-t are instruments of the Ar-hite-t;s servi-e for use solely with res5e-t to this 2ro3e-t/ 7he Ar-hite-t shall retain all -ommon law, statutory and other reserved ri0hts, in-ludin0 the -o5yri0ht/ 7he 1ontra-tor, sub-ontra-tors, sub$sub-ontra-tors, and material or e@ui5ment su55liers are authoriMed to use and re5rodu-e the instruments of servi-e solely and e+-lusively for e+e-ution of the Wor"/ 7he instruments of servi-e may not be used for other 2ro3e-ts or for additions to this 2ro3e-t outside the s-o5e of the Wor" without the s5e-ifiwritten -onsent of the Ar-hite-t/ ARTICLE 7 OWNER " 7#1 INFORMATION AND SERVICES RE<UIRED OF THE OWNER " 7#1#1 Ef re@uested by the 1ontra-tor, the Owner shall furnish all ne-essary surveys and a le0al des-ri5tion of the site/ " 7#1#2 ,+-e5t for 5ermits and fees that are the res5onsibility of the 1ontra-tor under the 1ontra-t 9o-uments, the Owner shall obtain and 5ay for other ne-essary a55rovals, easements, assessments and -har0es/ " 7#2 OWNER:S RIGHT TO STOP THE WOR! Ef the 1ontra-tor fails to -orre-t Wor" whi-h is not in a--ordan-e with the 1ontra-t 9o-uments, the Owner may dire-t the 1ontra-tor in writin0 to sto5 the Wor" until the -orre-tion is made/ " 7#3 OWNER:S RIGHT TO CARRY OUT THE WOR! Ef the 1ontra-tor defaults or ne0le-ts to -arry out the Wor" in a--ordan-e with the 1ontra-t 9o-uments and fails within a seven day 5eriod after re-ei5t of written noti-e from the Owner to -ommen-e and -ontinue -orre-tion of su-h default or ne0le-t with dili0en-e and 5rom5tness, the Owner may, without 5re3udi-e to other remedies, -orre-t su-h defi-ien-ies/ En su-h -ase, the 1ontra-t ?um shall be ad3usted to dedu-t the -ost of -orre-tion from 5ayments due the 1ontra-tor/ " 7#4 OWNER:S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS " 7#4#1 7he Owner reserves the ri0ht to 5erform -onstru-tion or o5erations related to the 2ro3e-t with the Owner;s own for-es, and to award se5arate -ontra-ts in -onne-tion with other 5ortions of the 2ro3e-t/ " 7#4#2 7he 1ontra-tor shall -oordinate and -oo5erate with the Owner;s own for-es and se5arate -ontra-tors em5loyed by the Owner/

AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

" 7#4#3 1osts -aused by delays or by im5ro5erly timed a-tivities or defe-tive -onstru-tion shall be borne by the 5arty res5onsible therefor/ ARTICLE 8 CONTRACTOR " 8#1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR " 8#1#1 ,+e-ution of the 1ontra-t by the 1ontra-tor is a re5resentation that the 1ontra-tor has visited the site, be-ome familiar with lo-al -onditions under whi-h the Wor" is to be 5erformed and -orrelated 5ersonal observations with re@uirements of the 1ontra-t 9o-uments/ " 8#1#2 7he 1ontra-tor shall -arefully study and -om5are the 1ontra-t 9o-uments with ea-h other and with information furnished by the Owner/ 6efore -ommen-in0 a-tivities, the 1ontra-tor shall %1( ta"e field measurements and verify field -onditions= %2( -arefully -om5are this and other information "nown to the 1ontra-tor with the 1ontra-t 9o-uments= and %#( 5rom5tly re5ort errors, in-onsisten-ies or omissions dis-overed to the Ar-hite-t/ " 8#1#3 2rior to e+e-ution of the A0reement, the 1ontra-tor and ea-h ?ub-ontra-tor evaluated and satisfied themselves as to the -onditions and limitations under whi-h the Wor" is to be 5erformed, in-ludin0, without limitation, %i( the lo-ation, -ondition, layout, and nature of the 2ro3e-t site and surroundin0 areas, %ii( 0enerally 5revailin0 -limati- -onditions, %iii( anti-i5ated labor su55ly and -osts, %iv( availability and -ost of materials, tools, and e@ui5ment, and %v( other similar issues/ 7he Owner assumes no res5onsibility or liability for the 5hysi-al -ondition or safety of the 2ro3e-t site or any im5rovements lo-ated on the 2ro3e-t site/ 7he 1ontra-tor shall be solely res5onsible for 5rovidin0 a safe 5la-e for the 5erforman-e of the Wor"/ 7he Owner shall not be re@uired to ma"e any ad3ustment in either the 1ontra-t ?um or the 1ontra-t 7ime in -onne-tion with any failure by the 1ontra-tor or any ?ub-ontra-tor to have -om5lied with the re@uirements of this ?ub5ara0ra5h/ " 8#1#3 7he Owner shall be entitled to dedu-t from the 1ontra-t ?um amounts 5aid to the Ar-hite-t to evaluate and res5ond to the 1ontra-tor;s re@uests for information, where su-h information was available to the 1ontra-tor from a -areful study and -om5arison of the 1ontra-t 9o-uments, field -onditions, other Owner$5rovided information, 1ontra-tor 5re5ared -oordination drawin0s, or 5rior 2ro3e-t -orres5onden-e or do-umentation/ " 8#2 CONTRACTOR:S CONSTRUCTION SCHEDULE 7he 1ontra-tor, 5rom5tly after bein0 awarded the 1ontra-t, shall 5re5are and submit for the Owner;s and Ar-hite-t;s information a 1ontra-tor;s -onstru-tion s-hedule for the Wor"/ " 8#2#1 1ontra-tor is res5onsible for ta"in0 su-h a-tions as are ne-essary to ma"e sure that all 1ontra-tors 5erform their wor" in su-h se@uen-e and in se5arate sta0es as re@uired by the 5ro3e-t and the wor" of other 1ontra-tors/ 7he wor" must be -arried out in stri-t a--ordan-e with the a55roved s-hedule, whi-h may involve intermittent wor" in any 5arti-ular area/ 7he wor" shall be done e+5editiously with ade@uate for-es and shall be -om5leted in the s5e-ified time/ " 8#3 SUPERVISION AND CONSTRUCTION PROCEDURES " 8#3#1 7he 1ontra-tor shall su5ervise and dire-t the Wor", usin0 the 1ontra-tor;s best s"ill and attention/ 7he 1ontra-tor shall be solely res5onsible for and have -ontrol over -onstru-tion means, methods, te-hni@ues, se@uen-es and 5ro-edures, and for -oordinatin0 all 5ortions of the Wor"/ " 8#3#2 7he 1ontra-tor, as soon as 5ra-ti-able after award of the 1ontra-t, shall furnish in writin0 to the Owner throu0h the Ar-hite-t the names of sub-ontra-tors or su55liers for ea-h 5ortion of the Wor"/ 7he 1ontra-tor shall not -ontra-t with any sub-ontra-tor or su55lier to whom the Owner or Ar-hite-t have made a timely and reasonable ob3e-tion/ " 8#3#3 9urin0 5eriods of a-tive -onstru-tion, -onsult daily and -oo5erate with the Owner;s 2ro3e-t 4e5resentative/ On a -ontinuous and daily basis, "ee5 the Owner, Owner;s 2ro3e-t 4e5resentative and Ar-hite-t notified of when wor" will be startin0, restartin0, sus5ended and tem5orarily or 5ermanently -on-luded/ " 8#4 LABOR AND MATERIALS " 8#4#1 Cnless otherwise 5rovided in the 1ontra-t 9o-uments, the 1ontra-tor shall 5rovide and 5ay for labor, materials, e@ui5ment, tools, utilities, trans5ortation, and other fa-ilities and servi-es ne-essary for 5ro5er e+e-ution and -om5letion of the Wor"/
AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

" 8#4#2 7he 1ontra-tor shall enfor-e stri-t dis-i5line and 0ood order amon0 the 1ontra-tor;s em5loyees and other 5ersons -arryin0 out the 1ontra-t Wor"/ 7he 1ontra-tor shall not 5ermit em5loyment of unfit 5ersons or 5ersons not s"illed in tas"s assi0ned to them/ " 8#5 WARRANTY 7he 1ontra-tor warrants to the Owner and Ar-hite-t that: %1( materials and e@ui5ment furnished under the 1ontra-t will be new and of 0ood @uality unless otherwise re@uired or 5ermitted by the 1ontra-t 9o-uments= %2( the Wor" will be free from defe-ts not inherent in the @uality re@uired or 5ermitted= and %#( the Wor" will -onform to the re@uirements of the 1ontra-t 9o-uments/ " 8#6 TA=ES 7he 1ontra-tor shall 5ay sales, -onsumer, use and similar ta+es that are le0ally re@uired when the 1ontra-t is e+e-uted/ " 8#6#1 7he OW ,4 is e+em5t from 5ayment of sales and -om5ensatin0 use ta+es of the ?tate of ew !or", and of -ities, -ounties, and other subdivisions of the ?tate, hereinafter referred to as subdivisions of the ?tate, 5ursuant to the 5rovisions of this 1ontra-t/ 7hese ta+es are not to be in-luded in the 6ids/ 7his e+em5tion shall a55ly to: #1 materials 5ermanently in-or5orated in the 2ro3e-t= #2 su55lies whi-h are 5ermanently in-or5orated in the 2ro3e-t= and #3 materials and furnishin0s for the 2ro3e-t whi-h are in-or5orated therein/ " 8#6#2 7his e+em5tion does not, however, a55ly to tools, ma-hinery, e@ui5ment, or other 5ro5erty 5ur-hased by, leased by or to the 1O 74A17O4 or ?ub-ontra-tor, or to su55lies or materials not in-or5orated into the -om5leted 2ro3e-t/ 7he 1O 74A17O4 and his ?ub-ontra-tors shall be res5onsible for and shall 5ay any and all a55li-able ta+es, in-ludin0 sales and -om5ensatin0 use ta+es, on su-h tools, ma-hinery, e@ui5ment, or other 5ro5erty, or su-h unin-or5orated su55lies and materials/ " 8#7 PERMITS; FEES AND NOTICES " 8#7#1 7he Owner shall obtain and 5ay for the si0n 5ermit and other 5ermits and 0overnmental fees, li-enses and ins5e-tions ne-essary for 5ro5er e+e-ution and -om5letion of the Wor"/ " 8#7#2 7he 1ontra-tor shall -om5ly with and 0ive noti-es re@uired by a0en-ies havin0 3urisdi-tion over the Wor"/ Ef the 1ontra-tor 5erforms Wor" "nowin0 it to be -ontrary to a55li-able laws, statutes, ordinan-es, -odes, rules and re0ulations, or lawful orders of 5ubli- authorities, the 1ontra-tor shall assume full res5onsibility for su-h Wor" and shall bear the attributable -osts/ 7he 1ontra-tor shall 5rom5tly notify the Ar-hite-t in writin0 of any "nown in-onsisten-ies in the 1ontra-t 9o-uments with su-h 0overnmental laws, rules and re0ulations/ " 8#8 SUBMITTALS 7he 1ontra-tor shall 5rom5tly review, a55rove in writin0 and submit to the Ar-hite-t ?ho5 9rawin0s, 2rodu-t 9ata, ?am5les and similar submittals re@uired by the 1ontra-t 9o-uments/ ?ho5 9rawin0s, 2rodu-t 9ata, ?am5les and similar submittals are not 1ontra-t 9o-uments/ " 8#8#1 7he Ar-hite-t;s review of 1ontra-tor;s submittals shall be limited to e+amination of an initial submittal and one %1( resubmittal/ 7he Ar-hite-t;s review of additional submittals will be made only with -onsent of the Owner after notifi-ation by the Ar-hite-t/ 7he Owner shall be entitled to dedu-t from the 1ontra-t ?um amounts 5aid to the Ar-hite-t for evaluation of su-h additional resubmittals/ " 8#9 USE OF SITE 7he 1ontra-tor shall -onfine o5erations at the site to areas 5ermitted by law, ordinan-es, 5ermits, the 1ontra-t 9o-uments and the Owner/ " 8#9#1 At the end of ea-h wor"day, the 1ontra-tor shall se-ure all 5ower tools and other 5otentially dan0erous tools and e@ui5ment, and shall remove means of a--ess to areas of the Wor" site, so as to further 5rote-t the safety of o--u5ants of the 5remises durin0 su-h off$wor" hours/ " 8#1 CUTTING AND PATCHING 7he 1ontra-tor shall be res5onsible for -uttin0, fittin0 or 5at-hin0 re@uired to -om5lete the Wor" or to ma"e its 5arts fit to0ether 5ro5erly/
AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

" 8#11 CLEANING UP 7he 1ontra-tor shall "ee5 the 5remises and surroundin0 area free from a--umulation of debris and trash related to the Wor"/ At the -om5letion of the Wor", the 1ontra-tor shall remove its tools, -onstru-tion e@ui5ment, ma-hinery and sur5lus material= and shall 5ro5erly dis5ose of waste materials/ " 8#11#1 All debris re@uired to be removed from the 5ro3e-t shall be removed in a--ordan-e with all a55li-able rules, re0ulations and statutes, whi-h may 5ertain thereto/ 7he 1ontra-tor shall warrant that all debris shall be dis5osed of in a--ordan-e with all rules, re0ulations and statutes a55li-able thereto and at a fa-ility 5ermitted and authoriMed to re-eive materials of the ty5e and nature so removed from the 5remises/ 7he 1ontra-tor shall hold the Owner free and harmless of, from or -on-ernin0 any -laimed liability resultin0 from the im5ro5er or unlawful removal and dis5osal of su-h debris/ " 8#12 INDEMNIFICATION 7o the fullest e+tent 5ermitted by law, the 1ontra-tor shall indemnify and hold harmless the Owner, Ar-hite-t, Ar-hite-t;s -onsultants and a0ents and em5loyees of any of them from and a0ainst -laims, dama0es, losses and e+5enses, in-ludin0 but not limited to attorneys; fees, arisin0 out of or resultin0 from 5erforman-e of the Wor", 5rovided that su-h -laim, dama0e, loss or e+5ense is attributable to bodily in3ury, si-"ness, disease or death, or to in3ury to or destru-tion of tan0ible 5ro5erty %other than the Wor" itself(, but only to the e+tent -aused by the ne0li0ent a-ts or omissions of the 1ontra-tor, a sub-ontra-tor, anyone dire-tly or indire-tly em5loyed by them or anyone for whose a-ts they may be liable, re0ardless of whether or not su-h -laim, dama0e, loss or e+5ense is -aused in 5art by a 5arty indemnified hereunder/ " 8#12#2 7he 1ontra-tor;s indemnity obli0ations under this 2ara0ra5h '/12 shall also s5e-ifi-ally in-lude, without limitation, all fines, 5enalties, dama0es, liability, -osts, e+5enses %in-ludin0, without limitation, reasonable attorneys; fees(, and 5unitive dama0es %if any( arisin0 out of, or in -onne-tion with, any %i( violation of or failure to -om5ly with any law, statute, ordinan-e, rule, re0ulation, -ode, or re@uirement of a 5ubli- authority that bears u5on the 5erforman-e of the Wor" by the 1ontra-tor, a ?ub-ontra-tor, or any 5erson or entity for whom either is res5onsible, %ii( means, methods, 5ro-edures, te-hni@ues, or se@uen-es of e+e-ution or 5erforman-e of the wor", and %iii( failure to se-ure and 5ay for 5ermits, fees, a55rovals, li-enses, and ins5e-tions as re@uired under the 1ontra-t 9o-uments, or any violation of any 5ermit or other a55roval of a 5ubli- authority a55li-able to the wor", by the 1ontra-tor, a ?ub-ontra-tor, or any 5erson or entity for whom either is res5onsible/ ARTICLE 9 ARCHITECT " 9#1 7he Ar-hite-t will 5rovide administration of the 1ontra-t as des-ribed in the 1ontra-t 9o-uments/ 7he Ar-hite-t will have authority to a-t on behalf of the Owner only to the e+tent 5rovided in the 1ontra-t 9o-uments/ " 9#2 7he Ar-hite-t will visit the site at intervals a55ro5riate to the sta0e of -onstru-tion to be-ome 0enerally familiar with the 5ro0ress and @uality of the Wor"/ " 9#3 7he Ar-hite-t will not have -ontrol over or -har0e of, and will not be res5onsible for, -onstru-tion means, methods, te-hni@ues, se@uen-es or 5ro-edures, or for safety 5re-autions and 5ro0rams in -onne-tion with the Wor", sin-e these are solely the 1ontra-tor;s res5onsibility/ 7he Ar-hite-t will not be res5onsible for the 1ontra-tor;s failure to -arry out the Wor" in a--ordan-e with the 1ontra-t 9o-uments/ " 9#4 6ased on the Ar-hite-t;s observations and evaluations of the 1ontra-tor;s A55li-ations for 2ayment, the Ar-hite-t will review and -ertify the amounts due the 1ontra-tor/ " 9#5 7he Ar-hite-t has authority to re3e-t Wor" that does not -onform to the 1ontra-t 9o-uments/ " 9#6 7he Ar-hite-t will 5rom5tly review and a55rove or ta"e a55ro5riate a-tion u5on 1ontra-tor;s submittals, but only for the limited 5ur5ose of -he-"in0 for -onforman-e with information 0iven and the desi0n -on-e5t e+5ressed in the 1ontra-t 9o-uments/ " 9#7 7he Ar-hite-t will 5rom5tly inter5ret and de-ide matters -on-ernin0 5erforman-e under, and re@uirements of, the 1ontra-t 9o-uments on written re@uest from either the Owner or 1ontra-tor/

AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

10

" 9#8 Enter5retations and de-isions of the Ar-hite-t will be -onsistent with the intent of and reasonably inferable from the 1ontra-t 9o-uments and will be in writin0 or in the form of drawin0s/ When ma"in0 su-h inter5retations and de-isions, the Ar-hite-t will endeavor to se-ure faithful 5erforman-e by both Owner and 1ontra-tor, will not show 5artiality to either and will not be liable for results of inter5retations or de-isions rendered in 0ood faith/ " 9#9 7he Ar-hite-t;s duties, res5onsibilities and limits of authority as des-ribed in the 1ontra-t 9o-uments shall not be -han0ed without written -onsent of the Owner, 1ontra-tor and Ar-hite-t/ 1onsent shall not be unreasonably withheld/ " 9#9#1 7he 1ontra-tor shall reimburse the Owner for -om5ensation 5aid to the Ar-hite-t for additional site visits made ne-essary by the fault, ne0le-t or re@uest of the 1ontra-tor/ ARTICLE 1 CHANGES IN THE WOR! " 1 #1 7he Owner, without invalidatin0 the 1ontra-t, may order -han0es in the Wor" within the 0eneral s-o5e of the 1ontra-t -onsistin0 of additions, deletions or other revisions, the 1ontra-t ?um and 1ontra-t 7ime bein0 ad3usted a--ordin0ly in writin0/ Ef the Owner and 1ontra-tor -an not a0ree to a -han0e in the 1ontra-t ?um, the Owner shall 5ay the 1ontra-tor its a-tual -ost 5lus reasonable overhead and 5rofit/ " 1 #2 7he Ar-hite-t will have authority to order minor -han0es in the Wor" not involvin0 -han0es in the 1ontra-t ?um or the 1ontra-t 7ime and not in-onsistent with the intent of the 1ontra-t 9o-uments/ ?u-h orders shall be in writin0 and shall be bindin0 on the Owner and 1ontra-tor/ 7he 1ontra-tor shall -arry out su-h orders 5rom5tly/ " 1 #3 Ef -on-ealed or un"nown 5hysi-al -onditions are en-ountered at the site that differ materially from those indi-ated in the 1ontra-t 9o-uments or from those -onditions ordinarily found to e+ist, the 1ontra-t ?um and 1ontra-t 7ime shall be sub3e-t to e@uitable ad3ustment/ " 1 #4 7he -ombined overhead and 5rofit in-luded in the total -ost to the Owner of a -han0e on the Wor" shall be based on the followin0 s-hedule: " 1 #4#1 *or the 1O 74A17O4, for Wor" 5erformed by the 1ontra-tor;s own for-es, the 1ontra-tor;s *ee shall be 10D for overhead 5lus &D for 5rofit, sub3e-t to the followin0 e+-lusions: #1 #2 o overhead and 5rofit shall be allowed on the 5remium 5ortion of overtime 5ay/ o overhead and 5rofit shall be a55lied to 5ayroll ta+es/ 2ayroll ta+es in-lude *E1A, unem5loyment insuran-e, disability insuran-e, wor"manHs -om5ensation, and 5ersonal liability and 5ro5erty dama0e insuran-e/

" 1 #4#2 *or the 1ontra-tor, for Wor" 5erformed by the 1ontra-tor;s ?ub-ontra-tors, the 1ontra-tor;s *ee shall be 10D for -ombined overhead and 5rofit/ " 1 #4#3 Ef a sub-ontra-t is on the basis of 1ost of the Wor" 2lus a *ee, the ma+imum allowable to the ?ub-ontra-tor as a fee shall be &D for overhead 5lus &D for 5rofit/ " 1 #4#4 En order to fa-ilitate -he-"in0 of @uotations for e+tras or -redits, all 5ro5osals, e+-e5t those so minor that their 5ro5riety -an be seen by ins5e-tion, shall be a--om5anied by a -om5lete itemiMation of -osts, in-ludin0 labor, materials, and ?ub-ontra-ts/ :abor and materials shall be itemiMed in the manner 5res-ribed above/ Where ma3or -ost items are ?ub-ontra-ts, they shall be itemiMed also/ ARTICLE 11 TIME " 11#1 7ime limits stated in the 1ontra-t 9o-uments are of the essen-e of the 1ontra-t/ " 11#2 Ef the 1ontra-tor is delayed at any time in 5ro0ress of the Wor" by -han0es ordered in the Wor", or by labor dis5utes, fire, unusual delay in deliveries, unavoidable -asualties or other -auses beyond the 1ontra-tor;s -ontrol, the 1ontra-t 7ime shall be sub3e-t to e@uitable ad3ustment/ " 11#1#1 7he Owner shall have the ri0ht to dire-t a 5ost5onement or res-hedulin0 of any date or time for the 5erforman-e of any 5art of the Wor" that may interfere with the o5eration of the OwnerHs 5remises or any tenants or
AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

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invitees thereof/ 7he 1ontra-tor shall, u5on the OwnerHs re@uest, res-hedule any 5ortion of the Wor" affe-tin0 o5eration of the 5remises durin0 hours when the 5remises are not in o5eration/ Any 5ost5onement, res-hedulin0, or 5erforman-e of the Wor" under this 2ara0ra5h 11/1/1 may be 0rounds for an e+tension of the 1ontra-t 7ime, if 5ermitted under this A0reement, and an e@uitable ad3ustment in the -ontra-t ?um if %i( the 5erforman-e of the Wor" was 5ro5erly s-heduled by the 1ontra-tor in -om5lian-e with the re@uirements of the 1ontra-t 9o-uments, and %ii( su-h res-hedulin0 or 5ost5onement is re@uired for the -onvenien-e of the Owner/ " 11#2 Ef the 1ontra-tor is delayed at any time in 5ro0ress of the Wor" by -han0es ordered in the Wor", or by labor dis5utes, fire, unusual delay in deliveries, unavoidable -asualties or other -auses beyond the 1ontra-tor;s -ontrol, the 1ontra-t 7ime shall be sub3e-t to e@uitable ad3ustment/ 7o the e+tent su-h delay will 5revent the 1ontra-tor from a-hievin0 ?ubstantial 1om5letion within the 1ontra-t 7ime and if the 5erforman-e of the Wor" is not, was not, or would not have been delayed by any other -ause for whi-h the 1ontra-tor is not entitled to an e+tension in the 1ontra-t 7ime under the 1ontra-t 9o-uments/ 7he 1ontra-tor further a-"nowled0es and a0rees that ad3ustments in the 1ontra-t 7ime will be 5ermitted for a delay only to the e+tent su-h delay %i( is not -aused, or -ould not have been anti-i5ated, by the 1ontra-tor, %ii( -ould not be limited or avoided by the 1ontra-tor;s timely noti-e to the Owner of the delay or reasonable li"elihood that a delay will o--ur, and %iii( is of a duration not less than one %1( day/ " 11#2#1 o ad3ustment in the 1ontra-t 7ime or 1ontra-t ?um shall be 5ermitted, however, in -onne-tion with a -on-ealed or un"nown -ondition that does not differ materially from those -onditions dis-losed or that reasonably should have been dis-losed by the 1ontra-tor;s %i( 5rior ins5e-tions, tests, reviews, and 5re-onstru-tion servi-es that the 1ontra-tor had the o55ortunity to ma"e or should have 5erformed in -onne-tion with the 2ro3e-t/ " 11#3 En the event the Owner determines that the 5erforman-e of the Wor", as of a Bilestone 9ate, has not 5ro0ressed or rea-hed the level of -om5letion re@uired by the -ontra-t 9o-uments, the Owner shall have the ri0ht to order the 1ontra-tor to ta"e -orre-tive measures ne-essary to e+5edite the 5ro0ress of -onstru-tion, in-ludin0, without limitation, %i( wor"in0 additional shifts or overtime, %ii( su55lyin0 additional man5ower, e@ui5ment, and fa-ilities, and %iii( other similar measures %hereinafter referred to -olle-tively as J,+traordinary BeasuresK(/ ?u-h ,+traordinary Beasures shall -ontinue until the 5ro0ress of the Wor" -om5lies with the state of -om5letion re@uired by the 1ontra-t 9o-uments/ 7he Owner;s ri0ht to re@uire ,+traordinary Beasures is solely for the 5ur5osed of ensurin0 the 1ontra-tor;s -om5lian-e with the -onstru-tion s-hedule/ #1 #2 7he 1ontra-tor shall not be entitled to an ad3ustment in the 1ontra-t ?um in -onne-tion with ,+traordinary Beasures re@uired by the Owner under or 5ursuant to this 2ara0ra5h 11/#/ 7he Owner may e+er-ise the ri0hts furnished the Owner under or 5ursuant to this 2ara0ra5h 11/# as fre@uently as the Owner deems ne-essary to ensure that the 1ontra-tor;s 5erforman-e of the Wor" will -om5ly with any Bilestone 9ate or -om5letion date set forth in the 1ontra-t 9o-uments/

" 11#3 otwithstandin0 anythin0 to the -ontrary in the 1ontra-t 9o-uments, an e+tension in the 1ontra-t 7ime, to the e+tent 5ermitted under 2ara0ra5h 11/2, shall be the sole remedy of the 1ontra-tor for any %E( delay in the -ommen-ement, 5rose-ution, or -om5letion of the Wor", %ii( hindran-e or obstru-tion in the 5erforman-e of the Wor", %iii( loss of 5rodu-tivity, or %iv( other similar -laims %-olle-tively referred to in this 2ara0ra5h 11/# as J9elaysK( whether or not su-h 9elays are foreseeable, unless a 9elay is -aused by a-ts of the Owner -onstitutin0 a-tive interferen-e with the 1ontra-tor;s 5erforman-e of the Wor", and only to the e+tent su-h a-ts -ontinue after the 1ontra-tor furnishes the Owner with noti-e of su-h interferen-e/ En no event shall the 1ontra-tor be entitled to any -om5ensation or re-overy of any dama0es, in -onne-tion with any 9elay, in-ludin0, without limitation, -onse@uential dama0es, lost o55ortunity -osts, im5a-t dama0es, or other similar remuneration/ 7he Owner;s e+er-ise of any of its ri0hts or remedies under the 1ontra-t 9o-uments %in-ludin0, without limitation, orderin0 -han0es in the Wor", or dire-tin0 sus5ension, res-hedulin0, or -orre-tion of the Wor"(, re0ardless of the e+tent or fre@uen-y of the Owner;s e+er-ise of su-h ri0hts or remedies, shall not be -onstrued as a-tive interferen-e with the 1ontra-tor;s 5erforman-e of the Wor"/ " 11#4 1laims for in-rease in the 1ontra-t 7ime shall set forth in detail the -ir-umstan-es that form the basis of the 1laim, the date u5on whi-h ea-h -ause for delay be0an to affe-t the 5ro0ress of the Wor", the date u5on whi-h ea-h -ause of delay -eased to affe-t the 5ro0ress of the Wor" and the number of days; in-rease in the 1ontra-t 7ime -laimed as a -onse@uen-e of ea-h su-h -ause of delay/ 7he 1ontra-tor shall 5rovide su-h su55ortin0 do-umentation
AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

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as the Owner may re@uire in-ludin0, where a55ro5riate, a revised -onstru-tion s-hedule indi-atin0 all the a-tivities affe-ted by the -ir-umstan-es formin0 the basis of the 1laim/ " 11#5 7he 1ontra-tor shall not be entitled to a se5arate in-rease in the 1ontra-t 7ime for ea-h one of the number of -auses of delay whi-h may have -on-urrent or interrelated effe-ts on the 5ro0ress of the Wor", or for -on-urrent delays due to the fault of the 1ontra-tor/ " 11#6 Ef the 1ontra-tor submits a 5ro0ress re5ort indi-atin0, or otherwise e+5resses an intention to a-hieve, -om5letion of the Wor" 5rior to any -om5letion date re@uired by the 1ontra-t 9o-uments or e+5iration of the 1ontra-t 7ime, no liability of the Owner to the 1ontra-tor for any failure of the 1ontra-tor to so -om5lete the Wor" shall be -reated or im5lied/ ARTICLE 12 PAYMENTS AND COMPLETION " 12#1 CONTRACT SUM 7he 1ontra-t ?um stated in the A0reement, in-ludin0 authoriMed ad3ustments, is the total amount 5ayable by the Owner to the 1ontra-tor for 5erforman-e of the Wor" under the 1ontra-t 9o-uments/ " 12#2 APPLICATIONS FOR PAYMENT " 12#2#1 At least ten days before the date established for ea-h 5ro0ress 5ayment, the 1ontra-tor shall submit to the Ar-hite-t an itemiMed A55li-ation for 2ayment for Wor" -om5leted in a--ordan-e with the values stated in the A0reement/ ?u-h A55li-ation shall be su55orted by data substantiatin0 the 1ontra-tor;s ri0ht to 5ayment as the Owner or Ar-hite-t may reasonably re@uire/ 2ayments shall be made on a--ount of materials and e@ui5ment delivered and suitably stored at the site for subse@uent in-or5oration in the Wor"/ Ef a55roved in advan-e by the Owner, 5ayment may similarly be made for materials and e@ui5ment stored, and 5rote-ted from dama0e, off the site at a lo-ation a0reed u5on in writin0/ " 12#2#2 7he 1ontra-tor warrants that title to all Wor" -overed by an A55li-ation for 2ayment will 5ass to the Owner no later than the time of 5ayment/ 7he 1ontra-tor further warrants that u5on submittal of an A55li-ation for 2ayment, all Wor" for whi-h 1ertifi-ates for 2ayment have been 5reviously issued and 5ayments re-eived from the Owner shall, to the best of the 1ontra-tor;s "nowled0e, information and belief, be free and -lear of liens, -laims, se-urity interests or other en-umbran-es adverse to the Owner;s interests/ " 12#2#3 En addition to other re@uired items, ea-h A55li-ation for 2ayment shall be a--om5anied by the followin0, all in form and substan-e satisfa-tory to the Owner and in -om5lian-e with a55li-able statutes of the ?tate of ew !or": #1 A -urrent ?worn ?tatement from the 1ontra-tor settin0 forth all ?ub-ontra-tors and any material su55liers with whom the 1ontra-tor has sub-ontra-ted, the amount of ea-h su-h sub-ontra-t, the amount re@uested for any ?ub-ontra-tor or material su55lier in the a55li-ation for 5ayment, and the amount to be 5aid to the 1ontra-tor from su-h 5ro0ress 5ayment, to0ether with a -urrent, duly e+e-uted waiver of me-hani-;s and material su55liers; liens from the 1ontra-tor establishin0 re-ei5t of 5ayment or satisfa-tion of the 5ayment re@uested by the 1ontra-tor in the -urrent A55li-ation for 2ayment/ #2 1ommen-in0 with the se-ond %2nd( A55li-ation for 2ayment submitted by the 1ontra-tor, duly e+e-uted so$-alled Jafter$the$fa-tK waivers of me-hani-s; and material su55liers liens from all ?ub-ontra-tors, material su55liers, and, where a55ro5riate, lower tier sub-ontra-tors, establishin0 re-ei5t of 5ayment or satisfa-tion of 5ayment of all amounts re@uested on behalf of su-h entities and disbursed 5rior to submittal by the 1ontra-tor of the -urrent A55li-ation for 2ayment, 5lus sworn statements form all ?ub-ontra-tors, material su55liers and, where a55ro5riate, lower tier sub-ontra-tors, -overin0 all amounts des-ribed in this -lause %ii( of ?ub5ara0ra5h &/1/&/ ?u-h other information, do-umentation, and materials as the Owner, the Ar-hite-t, or the title insurer may re@uire/

#3

" 12#3 CERTIFICATES FOR PAYMENT " 12#3#1 7he Ar-hite-t will, within seven days after re-ei5t of the 1ontra-tor;s A55li-ation for 2ayment, either issue to the Owner a 1ertifi-ate for 2ayment, with a -o5y to the 1ontra-tor, for su-h amount as the Ar-hite-t determines
AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

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is 5ro5erly due, or notify the 1ontra-tor and Owner in writin0 of the Ar-hite-t;s reasons for withholdin0 -ertifi-ation in whole or in 5art/ " 12#3#2 Cnless otherwise 5rovided in the 1ontra-t 9o-uments, 5ayments shall be made on a--ount of materials and e@ui5ment delivered and suitably stored at the site for subse@uent in-or5oration in the Wor"/ Ef a55roved in advan-e by the Owner, 5ayment may similarly be made for materials and e@ui5ment suitably stored off the site at a lo-ation a0reed u5on in writin0/ 2ayment for materials and e@ui5ment stored on or off the site shall be -onditioned u5on -om5lian-e by the 1ontra-tor with 5ro-edures satisfa-tory to the Owner to establish the OwnerHs title to su-h materials and e@ui5ment or otherwise 5rote-t the OwnerHs interest, and shall in-lude the -osts of a55li-able insuran-e, stora0e and trans5ortation to the site for su-h materials and e@ui5ment stored off the site/ #1 #2 7he a00re0ate -ost of materials stored off site shall not e+-eed 7wenty$*ive 7housand %G2&,000/00( dollars at any time without written a55roval of the Owner/ 7itle to su-h materials shall be vested in the Owner, as eviden-ed by do-umentation satisfa-tory in form and substan-e to the Owner, in-ludin0, without limitation, re-orded finan-in0 statements, C11 filin0s, and C11 sear-hes/ With ea-h A55li-ation for 2ayment, the 1ontra-tor shall submit to the Owner a written list identifyin0 ea-h lo-ation where materials are stored off the 2ro3e-t site and the value of materials at ea-h lo-ation/ 7he 1ontra-tor shall 5ro-ure insuran-e satisfa-tory to the Owner for materials stored off the 2ro3e-t site in an amount not less than the total value thereof/ ?u-h materials shall be %i( 5rote-ted from diversion, destru-tion, theft, and dama0e to the satisfa-tion of the Owner, %ii( s5e-ifi-ally mar"ed for use on the 2ro3e-t, and %iii( se0re0ated from other materials at the stora0e fa-ility/

#3

#4

" 12#4 PROGRESS PAYMENTS " 12#4#1 After the Ar-hite-t has issued a 1ertifi-ate for 2ayment, the Owner shall ma"e 5ayment in the manner 5rovided in the 1ontra-t 9o-uments/ " 12#4#2 7he 1ontra-tor shall 5rom5tly 5ay ea-h sub-ontra-tor and su55lier, u5on re-ei5t of 5ayment from the Owner, an amount determined in a--ordan-e with the terms of the a55li-able sub-ontra-ts and 5ur-hase orders/ " 12#4#3 either the Owner nor the Ar-hite-t shall have res5onsibility for 5ayments to a sub-ontra-tor or su55lier/ " 12#4#4 A 1ertifi-ate for 2ayment, a 5ro0ress 5ayment, or 5artial or entire use or o--u5an-y of the 2ro3e-t by the Owner shall not -onstitute a--e5tan-e of Wor" not in a--ordan-e with the re@uirements of the 1ontra-t 9o-uments/ " 12#4#5 ,+-e5t as hereinafter 5rovided, the Owner shall have the o5tion, but not the obli0ation, to redu-e the retaina0e re@uirements of this A0reement or release any 5ortion of retaina0e 5rior to the date s5e-ified in the 1ontra-t 9o-uments/ Any redu-tion or release of retaina0e, or 5ortion thereof, however, shall not be a waiver of %i( any of the Owner;s ri0hts to retaina0e in -onne-tion with other 5ayments to the 1ontra-tor of %ii( any other ri0ht or remedy that the Owner has under the 1ontra-t 9o-uments, at law or in e@uity/ " 12#5 SUBSTANTIAL COMPLETION " 12#5#1 ?ubstantial 1om5letion is the sta0e in the 5ro0ress of the Wor" when the Wor" or desi0nated 5ortion thereof is suffi-iently -om5lete in a--ordan-e with the 1ontra-t 9o-uments so the Owner -an o--u5y or utiliMe the Wor" for its intended use/ " 12#5#2 When the Wor" or desi0nated 5ortion thereof is substantially -om5lete, the Ar-hite-t will ma"e an ins5e-tion to determine whether the Wor" is substantially -om5lete/ When the Ar-hite-t determines that the Wor" is substantially -om5lete the Ar-hite-t shall 5re5are a 1ertifi-ate of ?ubstantial 1om5letion that shall establish the date of ?ubstantial 1om5letion, shall establish the res5onsibilities of the Owner and 1ontra-tor, and shall fi+ the time within whi-h the 1ontra-tor shall finish all items on the list a--om5anyin0 the 1ertifi-ate/ Warranties re@uired by the 1ontra-t 9o-uments shall -ommen-e on the date of ?ubstantial 1om5letion of the Wor" or desi0nated 5ortion thereof unless otherwise 5rovided in the 1ertifi-ate of ?ubstantial 1om5letion/
AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

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" 12#5#3 When the 1ontra-tor -onsiders that the Wor", or a 5ortion thereof whi-h the Owner a0rees to a--e5t se5arately is substantially -om5lete, the Ar-hite-t will 5erform a wal"$throu0h and itemiMe Wor" not -om5lete in the form of a 5un-h$list and u5on -om5letion by the 1ontra-tor, the Ar-hite-t will 5re5are a 1ertifi-ate of ?ubstantial 1om5letion whi-h shall establish the date of substantial -om5letion, shall establish res5onsibilities of the Owner and 1ontra-tor for se-urity, maintenan-e, heat, utilities, dama0e to the Wor" and insuran-e, and shall fi+ the time within whi-h the 1ontra-tor shall finish all items on the list a--om5anyin0 the 1ertifi-ate/ 7he 1ertifi-ate of ?ubstantial 1om5letion shall be submitted to the Owner and 1ontra-tor for their written a--e5tan-e of res5onsibilities assi0ned to them in su-h 1ertifi-ate/ " 12#5#4 7he 5ayment shall be suffi-ient to in-rease the total 5ayments to one$hundred %100D( 5er-ent of the 1ontra-t ?um, less t'o times the value of any remainin0 items to be -om5leted and an amount ne-essary to satisfy any -laims, lines or 3ud0ments a0ainst the 1ontra-tor whi-h have not been suitably dis-har0ed/ " 12#5#5 ,+-e5t with the -onsent of the Owner, the Ar-hite-t will 5erform no more than one ins5e-tion to determine whether the Wor" or a desi0nated 5ortion thereof has attained ?ubstantial 1om5letion in a--ordan-e with the 1ontra-t 9o-uments/ 7he Owner shall be entitled to dedu-t from the 1ontra-t ?um amounts 5aid to the Ar-hite-t for any additional ins5e-tions and servi-es rendered thereafter/ " 12#6 FINAL COMPLETION AND FINAL PAYMENT " 12#6#1 C5on re-ei5t of a final A55li-ation for 2ayment, the Ar-hite-t will ins5e-t the Wor"/ When the Ar-hite-t finds the Wor" a--e5table and the 1ontra-t fully 5erformed, the Ar-hite-t will 5rom5tly issue a final 1ertifi-ate for 2ayment/ " 12#6#2 *inal 5ayment shall not be-ome due until the 1ontra-tor submits to the Ar-hite-t releases and waivers of liens, and data establishin0 5ayment or satisfa-tion of obli0ations, su-h as re-ei5ts, -laims, se-urity interests or en-umbran-es arisin0 out of the 1ontra-t/ " 12#6#3 A--e5tan-e of final 5ayment by the 1ontra-tor, a sub-ontra-tor or material su55lier shall -onstitute a waiver of -laims by that 5ayee e+-e5t those 5reviously made in writin0 and identified by that 5ayee as unsettled at the time of final A55li-ation for 2ayment/ " 12#6#4 ,+-e5t with the -onsent of the Owner, the Ar-hite-t will 5erform no more than one %1( ins5e-tion to determine whether the Wor" or a desi0nated 5ortion thereof has attained *inal 1om5letion in a--ordan-e with the 1ontra-t 9o-uments/ 7he Owner shall be entitled to dedu-t from the 1ontra-t ?um amounts 5aid to the Ar-hite-t for any additional ins5e-tions/ ARTICLE 13 PROTECTION OF PERSONS AND PROPERTY 7he 1ontra-tor shall be res5onsible for initiatin0, maintainin0 and su5ervisin0 all safety 5re-autions and 5ro0rams, in-ludin0 all those re@uired by law in -onne-tion with 5erforman-e of the 1ontra-t/ 7he 1ontra-tor shall ta"e reasonable 5re-autions to 5revent dama0e, in3ury or loss to em5loyees on the Wor", the Wor" and materials and e@ui5ment to be in-or5orated therein, and other 5ro5erty at the site or ad3a-ent thereto/ 7he 1ontra-tor shall 5rom5tly remedy dama0e and loss to 5ro5erty -aused in whole or in 5art by the 1ontra-tor, or by anyone for whose a-ts the 1ontra-tor may be liable/ " 13#2 7he 1ontra-tor shall also be res5onsible, at the 1ontra-tor;s sole -ost and e+5ense, for all measures ne-essary to 5rote-t any 5ro5erty ad3a-ent to the 2ro3e-t and im5rovements therein/ Any dama0e to su-h 5ro5erty or im5rovements shall be 5rom5tly re5aired by the 1ontra-tor/ " 13#3 7he 1ontra-tor shall 5rom5tly re5ort in writin0 to the Owner and Ar-hite-t all a--idents arisin0 out of or in -onne-tion with the Wor" that -ause death, 5ersonal in3ury, or 5ro5erty dama0e, 0ivin0 full details and statements of any witnesses/ En addition, if death, serious 5ersonal in3uries, or serious dama0es are -aused, the a--ident shall be re5orted immediately by tele5hone or messen0er to the Owner and the Ar-hite-t/ ARTICLE 14 CORRECTION OF WOR! " 14#1 7he 1ontra-tor shall 5rom5tly -orre-t Wor" re3e-ted by the Ar-hite-t as failin0 to -onform to the re@uirements of the 1ontra-t 9o-uments/ 7he 1ontra-tor shall bear the -ost of -orre-tin0 su-h re3e-ted Wor", in-ludin0 the -osts of un-overin0, re5la-ement and additional testin0/
AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

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" 14#1#1 Ef 5rior to the date of ?ubstantial 1om5letion the 1ontra-tor, a ?ub-ontra-tor, or anyone for whom either is res5onsible uses or dama0es any 5ortion of the Wor", in-ludin0, without limitation, me-hani-al, ele-tri-al, 5lumbin0, and other buildin0 systems, ma-hinery, e@ui5ment, or other me-hani-al devi-e, the 1ontra-tor shall -ause su-h item to be restored to Jli"e newK -ondition at no e+5ense to the Owner/ " 14#2 En addition to the 1ontra-tor;s other obli0ations in-ludin0 warranties under the 1ontra-t, the 1ontra-tor shall, for a 5eriod of one year after ?ubstantial 1om5letion, -orre-t wor" not -onformin0 to the re@uirements of the 1ontra-t 9o-uments/ " 14#2#1 C5on -om5letion of any Wor" under or 5ursuant to this 2ara0ra5h 14/2, the one %1($year -orre-tion 5eriod in -onne-tion with the Wor" re@uirin0 -orre-tion shall be renewed and re-ommen-e/ 7he obli0ations under 2ara0ra5h 14/2 shall -over any re5airs and re5la-ement to any 5art of the Wor" or other 5ro5erty that is dama0ed by the defe-tive Wor"/ " 14#3 Ef the 1ontra-tor fails to -orre-t non-onformin0 Wor" within a reasonable time, the Owner may -orre-t it in a--ordan-e with ?e-tion 7/#/ " 14#4 C5on re@uest by the Owner and 5rior to the e+5iration of one year from the date of ?ubstantial 1om5letion, the Ar-hite-t will -ondu-t and the 1ontra-tor shall attend a meetin0 with the Owner to review the fa-ility o5erations and 5erforman-e/ ARTICLE 15 MISCELLANEOUS PROVISIONS " 15#1 ASSIGNMENT OF CONTRACT either 5arty to the 1ontra-t shall assi0n the 1ontra-t as a whole without written -onsent of the other/ " 15#2 TESTS AND INSPECTIONS " 15#2#1 At the a55ro5riate times, the 1ontra-tor shall arran0e and bear -ost of tests, ins5e-tions and a55rovals of 5ortions of the Wor" re@uired by the 1ontra-t 9o-uments or by laws, statutes, ordinan-es, -odes, rules and re0ulations, or lawful orders of 5ubli- authorities/ " 15#2#2 Ef the Ar-hite-t re@uires additional testin0, the 1ontra-tor shall 5erform those tests/ " 15#2#3 7he Owner shall bear -ost of tests, ins5e-tions or a55rovals that do not be-ome re@uirements until after the 1ontra-t is e+e-uted/ " 15#3 GOVERNING LAW 7he 1ontra-t shall be 0overned by the law of the 5la-e where the 2ro3e-t is lo-ated/ " 15#3#1 Wherever 5ossible, ea-h 5rovision of this A0reement shall be inter5reted in a manner as to be effe-tive and valid under a55li-able law/ Ef, however any 5rovision of this A0reement, or 5ortion thereof, is 5rohibited by law or found invalid under any law, only su-h 5rovision or 5ortion thereof shall be ineffe-tive, without in any manner invalidatin0 or affe-tin0 the remainin0 5rovisions of this A0reement or valid 5ortions of su-h 5rovisions, whi-h are hereby deemed severable/ " 15#3#2 7he 5arties further a0ree that the 5rovisions of JA55endi+ A F ?tandard 1lauses for ew !or" ?tate 1ontra-tsK 5romul0ated by the ew !or" ?tate Offi-e of Aeneral ?ervi-es 2ro-urement ?ervi-es Arou5, -urrent as the date of this A0reement, are a 5art of this A0reement with the understandin0 that the term J?tateK in that do-ument shall be read as J*ire 9istri-tK and that the followin0 5rovisions are not a55li-able: 2ara0ra5hs #, 11, 21, and 22/ ARTICLE 16 TERMINATION OF THE CONTRACT " 16#1 TERMINATION BY THE CONTRACTOR Ef the Ar-hite-t fails to -ertify 5ayment as 5rovided in ?e-tion 12/# for a 5eriod of #0 days throu0h no fault of the 1ontra-tor, or if the Owner fails to ma"e 5ayment as 5rovided in ?e-tion 12/4/1 for a 5eriod of #0 days, the 1ontra-tor may, u5on seven additional days; written noti-e to the Owner and Ar-hite-t, terminate the 1ontra-t and re-over from the Owner 5ayment for Wor" e+e-uted in-ludin0 reasonable overhead and 5rofit, and -osts in-urred by reason of su-h termination/
AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

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" 16#2 TERMINATION BY THE OWNER FOR CAUSE " 16#2#1 7he Owner may terminate the 1ontra-t if the 1ontra-tor #1 re5eatedly refuses or fails to su55ly enou0h 5ro5erly s"illed wor"ers or 5ro5er materials= #2 fails to ma"e 5ayment to sub-ontra-tors for materials or labor in a--ordan-e with the res5e-tive a0reements between the 1ontra-tor and the sub-ontra-tors= #3 5ersistently disre0ards laws, ordinan-es, or rules, re0ulations or orders of a 5ubli- authority havin0 3urisdi-tion= or #4 is otherwise 0uilty of substantial brea-h of a 5rovision of the 1ontra-t 9o-uments/ " 16#2#2 When any of the above reasons e+ist, the Owner, after -onsultation with the Ar-hite-t, may without 5re3udi-e to any other ri0hts or remedies of the Owner and after 0ivin0 the 1ontra-tor and the 1ontra-tor;s surety, if any, seven days; written noti-e, terminate em5loyment of the 1ontra-tor and may #1 ta"e 5ossession of the site and of all materials thereon owned by the 1ontra-tor, and #2 finish the Wor" by whatever reasonable method the Owner may deem e+5edient/ " 16#2#3 When the Owner terminates the 1ontra-t for one of the reasons stated in ?e-tion 1)/2/1, the 1ontra-tor shall not be entitled to re-eive further 5ayment until the Wor" is finished/ " 16#2#4 Ef the un5aid balan-e of the 1ontra-t ?um e+-eeds -osts of finishin0 the Wor", su-h e+-ess shall be 5aid to the 1ontra-tor/ Ef su-h -osts e+-eed the un5aid balan-e, the 1ontra-tor shall 5ay the differen-e to the Owner/ 7his obli0ation for 5ayment shall survive termination of the 1ontra-t/ " 16#3 TERMINATION BY THE OWNER FOR CONVENIENCE 7he Owner may, at any time, terminate the 1ontra-t for the Owner;s -onvenien-e and without -ause/ 7he 1ontra-tor shall be entitled to re-eive 5ayment for Wor" e+e-uted, and -osts in-urred by reason of su-h termination, alon0 with reasonable overhead and 5rofit on the Wor" not e+e-uted/ " 16#3#1 C5on su-h termination, the 1ontra-tor shall re-over as its sole remedy 5ayment for Wor" 5ro5erly 5erformed in -onne-tion with the terminated 5ortion of the Wor" 5rior to the effe-tive date of termination and for items 5ro5erly and timely fabri-ated off the 2ro3e-t site, delivered and stored in a--ordan-e with the Owner;s instru-tions/ 7he 1ontra-tor hereby waives and forfeits all other -laims for 5ayment and dama0es, in-ludin0, without limitation, anti-i5ated 5rofits/ 7he Owner shall be -redited for %i( 5ayments 5reviously made to the 1ontra-tor for the terminated 5ortion of the Wor" %ii( -laims that the Owner has a0ainst the 1ontra-tor under the 1ontra-t, and %iii( the value of the materials, su55lies, e@ui5ment, or other items that are to be dis5osed of by the 1ontra-tor that are 5art of the 1ontra-t ?um/ ARTICLE 17 OTHER TERMS AND CONDITIONS (Insert any other terms or conditions $elow.) " 17#1 7he 1ontra-tor and A:: ?ub$-ontra-tors further -ovenants and a0rees to indemnify, defend and hold harmless the *ire 9istri-t, its offi-ers, a0ents and em5loyees from and a0ainst any and all loss or e+5ense that may arise by reason of liability for dama0e, in3ury or death, for invasion of 5ersonal and 5ro5erty ri0hts, of every name and nature, and whether -asual or -ontinuin0 tres5ass or nuisan-e and any other -laim for dama0es arisin0 at law and e@uity alle0ed to have been -aused or sustained in whole or 5art by or be-ause of any misfeasan-e, omission of duty, brea-h of -ontra-t, ne0li0en-e or wron0ful a-t on the 5art of the 1ontra-tor, its offi-ers, a0ents or em5loyees, in -onne-tion with this 5ro3e-t/ 7his A0reement entered into as of the day and year first written above/ (If re#uired $y law, insert cancellation period, disclosures or other warning statements a$o'e the signatures.) Et is a0reed that the offi-ials si0nin0 this a0reement on behalf of the res5e-tive 5arties have authority to enter into a bindin0 -ontra-t, and the 9istri-t -ertifies that it has ta"en all 5ro-eedin0s to have available when ne-essary, monies suffi-ient to satisfy the terms of this 1ontra-t/ Ef any 5rovision of this 1ontra-t is determined to be invalid, it shall not affe-t the validity of any other 5rovision hereof/

AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

17

OWNER (Signature) Nohn :utM, 1hairman 6oard of *ire 1ommissioners Westmere *ire 9istri-t ((rinted name, title and address)

CONTRACTOR (Signature)

((rinted name, title and address) :E1, ?, O/: NC4E?9E17EO :

AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 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 draft was produced by AIA software at 10:18:41 on 08/10/2012 under Order No.3744791714_1 which expires on 08/31/2013, and is not for resale. User Notes: (1316116278)

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