A21A0XXAA AIA A201

User Manual: A21A0XXAA

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SAMPLE

AIA DOCUMENT A201-1997

INSTRUCTIONS

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

INSTRUCTIONS

General Conditions of the Contract for Construction

tion of its provisions without permission of the AIA violates the copyright laws of the United States and will subject

the violator to legal prosecution.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

GENERAL INFORMATION

PURPOSE. AIA Document A201-1997, a general conditions form, is intended to be used as one of the contract

documents forming the construction contract. In addition, it is frequently adopted by reference into a variety of other

agreements, including the Owner-Architect agreements and the Contractor-Subcontractor agreements, to establish a

common basis for the primary and secondary relationships on the typical construction project.

RELATED DOCUMENTS. A201-1997 is incorporated by reference into two AIA Owner-Contractor agreements

(A101-1997 and A111-1997), the A401-1997 Contractor-Subcontractor agreement and several AIA Owner-Architect agree-

ments (for example, B141-1997 and B151-1997). It is also incorporated by reference into two design-build agreements

(A491-Part 2 and B901-Part 2) and two Owner-Construction Manager/constructor agreements (A121/CMc-Part 2 and

A131/CMc-Part 2). A201-1997 may be adopted by indirect reference when the prime Agreement between the Owner and

Architect adopts A201-1997 and is in turn adopted into Architect-Consultant agreements such as AIA Documents

C141-1997 and C142-1997. Such incorporation by reference is a valid legal drafting method, and documents so

incorporated are generally interpreted as part of the respective contract.

The Contract Documents, including A201-1997, record the Contract for Construction between the Owner and the

Contractor. The other Contract Documents are:

Owner-Contractor Agreement Form (e.g., A101-1997 or A111-1997)

Supplementary Conditions

Drawings

Specifications

Modifications

Although the AIA does not produce standard documents for Supplementary Conditions, Drawings or Specifications,

a variety of model and guide documents are available, including AIA's MASTERSPEC and AIA Document A511, Guide

for Supplementary Conditions.

The A201-1997 document is considered the keystone document coordinating the many parties involved in the

construction process. As mentioned above and diagrammed below, it is a vital document used to allocate the proper

legal responsibilities of the parties.

General Conditions

Owner-Architect Contract for

Design and Administration

Contractor-Subcontractor Contract

for a Portion of the Work

Architect-Consultant Contract for

a Portion of the Services

Owner-Contractor Contract

for Construction

SAMPLE

AIA DOCUMENT A201-1997

INSTRUCTIONS

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

On construction projects, hundreds of contractual relationships are created between owners, architects, architects’

consultants, contractors, subcontractors, sub-subcontractors, and others down through the multiple tiers of

participants. If custom-crafted agreements were written in isolation for each of those contractual relationships, the

problems of overlaps and gaps in the numerous participants’ responsibilities could lead to mass confusion and chaos.

To prevent and solve this problem, the construction industry commonly uses standardized general conditions, such as

AIA Document A201-1997, for coordinating those many relationships on the project by its adoption into each contract.

AIA expends a great deal of time and resources in the development of A201 and its other documents to provide four

types of linkages in the tiers of legal relationships. In addition to adoption of A201 into each agreement, related AIA

documents are crafted with common phrasing, uniform definitions and a consistent, logical allocation of

responsibilities down through the tiers of relationships. Together these documents are known as the A201 Family of

Documents, and are listed below:

A101-1997, Standard Form of Agreement Between Owner and Contractor (Stipulated Sum)

A111-1997, Standard Form of Agreement Between Owner and Contractor (Cost Plus Fee, with GMP)

A401-1997, Standard Form of Agreement Between Contractor and Subcontractor

A511, Guide for Supplementary Conditions

A701-1997, Instructions to Bidders

B141-1997, Standard Form of Agreement Between Owner and Architect

B151-1997, Abbreviated Standard Form of Agreement Between Owner and Architect

B511, Guide for Amendments to AIA Owner-Architect Agreements

C141-1997, Standard Form of Agreement Between Architect and Consultant

C142-1997, Abbreviated Standard Form of Agreement Between Architect and Consultant

The AIA publishes other General Conditions that parallel A201-1997 for the construction management-adviser family

of documents (AIA Document A201/CMa) and the interiors family of documents (AIA Document A271).

DISPUTE RESOLUTION—MEDIATION AND ARBITRATION. This document contains provisions for mediation

and arbitration of claims and disputes. Mediation is a non-binding process, but is mandatory under the terms of this

document. Arbitration is mandatory under the terms of this document and binding in most states and under the

Federal Arbitration Act. In a minority of states, arbitration provisions relating to future disputes are not enforceable

but the parties may agree to arbitrate after the dispute arises. Even in those states, under certain circumstances

(for example, in a transaction involving interstate commerce), arbitration provisions may be enforceable under the

Federal Arbitration Act.

The AIA does not administer dispute resolution processes. To submit disputes to mediation or arbitration or to obtain

copies of the applicable mediation or arbitration rules, write to the American Arbitration Association or call

(800) 778-7879. The American Arbitration Association also may be contacted at http://www.adr.org.

WHY USE AIA CONTRACT DOCUMENTS? AIA contract documents are the product of a consensus-building

process aimed at balancing the interests of all parties on the construction project. The documents reflect actual

industry practices, not theory. They are state-of-the-art legal documents, regularly revised to keep up with changes in

law and the industry—yet they are written, as far as possible, in everyday language. Finally, AIA contract documents

are flexible: they are intended to be modified to fit individual projects, but in such a way that modifications are

easily distinguished from the original, printed language.

For further information on AIA’s approach to drafting contract documents, see AIA Document M120, Document

Drafting Principles.

USE OF NON-AIA FORMS. If a combination of AIA documents and non-AIA documents is to be used, particular

care must be taken to achieve consistency of language and intent among documents.

STANDARD FORMS. Most AIA documents published since 1906 have contained in their titles the words “Standard

Form.” The term “standard” is not meant to imply that a uniform set of contractual requirements is mandatory for

AIA members or others in the construction industry. Rather, the AIA standard documents are intended to be used as

fair and balanced baselines from which the parties can negotiate their bargains. As such, the documents have won

general acceptance within the construction industry and have been uniformly interpreted by the courts. Within an

industry spanning 50 states—each free to adopt different, and perhaps contradictory, laws affecting that industry—

AIA documents form the basis for a generally consistent body of construction law.

USE OF CURRENT DOCUMENTS. Prior to using any AIA document, the user should consult an AIA component

chapter or a current AIA Documents Price List to determine the current edition of each document.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

SAMPLE

REPRODUCTIONS. A201-1997 is a copyrighted work and may not be reproduced or excerpted from in substantial part

without the express written permission of the AIA. This document is intended to be used as a consumable—that is,

the original document purchased by the user is intended to be consumed in the course of being used. There is no

implied permission to reproduce this document, nor does membership in The American Institute of Architects con-

fer any further rights to reproduce A201-1997 in whole or in part.

This document may not be reproduced for Project Manuals. Rather, if a user wishes to include it as an example in a

Project Manual, the normal practice is to purchase a quantity of the original forms and bind one in each of the Project

Manuals. Modifications may be accomplished through the use of separate Supplementary Conditions, such as those

derived from AIA Document A511.

Unlike many other AIA documents, A201-1997 does not carry with it a limited license to reproduce. The AIA will not

permit the reproduction of this document or the use of substantial portions of language from it, except upon written

application by a specific user to and after receipt of written permission from the AIA.

The AIA logo is printed in red on the original version of this document. This logo distinguishes an original AIA

document from copies and counterfeits. To ensure accuracy and uniformity of language, purchasers should use only

an original AIA document or one that has been reproduced from an original under a special limited license from the

AIA. Documents generated by the software AIA Contract Documents: Electronic Format for Windows™ do not

contain a red logo. Documents reproduced in this program may be accompanied by AIA Document D401,

Certification of Document’s Authenticity. In addition, all documents in the program contain the license number

under which the document was reproduced and the date of expiration of the license.

CHANGES FROM THE PREVIOUS EDITION.

AIA Document A201-1997 revises the 1987 edition of A201 to reflect changes in construction industry practices and the

law. Comments and assistance in this revision were received from numerous individuals and organizations, including

those representing owners, architects, engineers, specifiers, general contractors, subcontractors, independent insurance

agents, sureties, attorneys and arbitrators.

A number of substantial changes have been made to the A201-1997 document. The principal changes are described

below.

ARTICLE 1: Protection of rights in Drawings, Specifications and other documents is now specifically extended to those

of the Architect’s consultants, and includes documents in electronic form.

ARTICLE 2: The Owner is required to designate a representative empowered to act for the Owner on the Project. The

Contractor is entitled to rely on the accuracy and completeness of information furnished by the Owner.

ARTICLE 3: Procedures are given for Contractor’s review of field conditions and for review of instructions in the Contract

Documents regarding construction means and methods. The rights and responsibilities of the parties with respect to

incidental design by the Contractor are set out in detail.

ARTICLE 4: Mediation is included as a precursor to arbitration. The Owner and Contractor waive consequential

damages (i.e., indirect damages) arising out of the Contract.

ARTICLE 7: Amounts not in dispute under a Construction Change Directive must be included in Applications for

Payment. Interim determinations as to amounts still in dispute will be made by the Architect.

ARTICLE 9: In the absence of a payment bond in the full amount of the contract sum, payments received by the

Contractor for the Work of subcontractors are held by the Contractor for the subcontractors. Release of retainage on

completed Work is required at substantial completion.

ARTICLE 10: Hazardous materials provisions have been expanded to cover materials other than asbestos and PCB, and

indemnification of the Contractor under these provisions has been extended to cover remediation costs.

ARTICLE 11: Project Management Protective Liability insurance, covering risks of the Owner, Contractor and Architect,

is now an option for the parties to the Contract.

ARTICLE 12: If, during the correction period, the Owner discovers Work that is not in accordance with the Contract

Documents, the Owner must notify the Contractor. Failure to do so results in a waiver of the Owner’s rights under the

correction of Work and warranty provisions.

ARTICLE 13: The Owner is permitted to assign the Contract to the lender without consent of the Contractor.

ARTICLE 14: The Owner is permitted to terminate the Contract for convenience, with appropriate payment to the

Contractor.

USING THE A201-1997 FORM

MODIFICATIONS. Users are encouraged to consult an attorney before completing an AIA document. Particularly

with respect to contractor's licensing laws, duties imposed by building codes, interest charges, arbitration and

indemnification, this document may require modification with the assistance of legal counsel to fully comply with

state or local laws regulating these matters.

Generally, necessary modifications to the General Conditions may be accomplished by Supplementary Conditions

included in the Project Manual and referenced in the Owner-Contractor Agreement. See AIA Document A511, Guide

for Supplementary Conditions, for model provisions and suggested format for the Supplementary Conditions.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

INSTRUCTIONS

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

SAMPLE

Because A201-1997 is designed for general usage, it does not provide all the information and legal requirements

needed for a specific Project and location. Necessary additional requirements must be provided in the other Contract

Documents, such as the Supplementary Conditions. Consult AIA Document A521, Uniform Location of Subject

Matter, to determine the proper location for such additional stipulations.

It is definitely not recommended practice to retype the standard document. Besides being a violation of copyright,

retyping can introduce typographical errors and cloud the legal interpretation given to a standard clause when

blended with modifications, thereby eliminating one of the principal advantages of standard form documents. By

merely reviewing the modifications to be made to a standard form document, parties familiar with that document can

quickly understand the essence of the proposed relationship. Commercial exchanges are greatly simplified and

expedited, good-faith dealing is encouraged, and otherwise latent clauses are exposed for scrutiny. In this way,

contracting parties can more confidently and fairly measure their risks.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

INSTRUCTIONS

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

This document has impor-

tant legal consequences.

Consultation with an

attorney is encouraged

with respect to its

completion or modification.

This document has been

approved and endorsed by

The Associated General

Contractors of America.

1997 EDITION

TABLE OF ARTICLES

1. GENERAL PROVISIONS

2. OWNER

3. CONTRACTOR

4. ADMINISTRATION OF THE CONTRACT

5. SUBCONTRACTORS

6. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

7. CHANGES IN THE WORK

8. TIME

9. PAYMENTS AND COMPLETION

10. PROTECTION OF PERSONS AND PROPERTY

11. INSURANCE AND BONDS

12. UNCOVERING AND CORRECTION OF WORK

13. MISCELLANEOUS PROVISIONS

14. TERMINATION OR SUSPENSION OF THE CONTRACT

CAUTION: You should use an original AIA document with the AIA logo printed in red. An original assures that

changes will not be obscured as may occur when documents are reproduced.

General Conditions of the Contract for Construction

Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of

the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

INDEX

Acceptance of Nonconforming Work

9.6.6, 9.9.3, 12.3

Acceptance of Work

9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3

Access to Work

3.16, 6.2.1, 12.1

Accident Prevention

4.2.3, 10

Acts and Omissions

3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1, 9.5.1,

10.2.5, 13.4.2, 13.7, 14.1

Addenda

1.1.1, 3.11

Additional Costs, Claims for

4.3.4, 4.3.5, 4.3.6, 6.1.1, 10.3

Additional Inspections and Testing

9.8.3, 12.2.1, 13.5

Additional Time, Claims for

4.3.4, 4.3.7, 8.3.2

ADMINISTRATION OF THE CONTRACT

3.1.3, 4,9.4,9.5

Advertisement or Invitation to Bid

1.1.1

Aesthetic Effect

4.2.13, 4.5.1

Allowances

3.8

All-risk Insurance

11.4.1.1

Applications for Payment

4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5,

9.10, 11.1.3, 14.2.4, 14.4.3

Approvals

2.4, 3.1.3, 3.5, 3.10.2, 3.12, 4.2.7, 9.3.2, 13.4.2, 13.5

Arbitration

4.3.3, 4.4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11.4.9, 11.4.10

Architect

4.1

Architect, Definition of

4.1.1

Architect, Extent of Authority

2.4, 3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6, 7.4,

9.2, 9.3.1, 9.4, 9.5, 9.8.3, 9.10.1, 9.10.3, 12.1, 12.2.1,

13.5.1, 13.5.2, 14.2.2, 14.2.4

Architect, Limitations of Authority and

Responsibility

2.1.1, 3.3.3, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2,

4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 4.4, 5.2.1,

7.4, 9.4.2, 9.6.4, 9.6.6

Architect’s Additional Services and Expenses

2.4, 11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4

Architect’s Administration of the Contract

3.1.3, 4.2, 4.3.4, 4.4, 9.4, 9.5

Architect’s Approvals

2.4, 3.1.3, 3.5.1, 3.10.2, 4.2.7

Architect’s Authority to Reject Work

3.5.1, 4.2.6, 12.1.2, 12.2.1

Architect’s Copyright

1.6

Architect’s Decisions

4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5,

4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1,

9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4

Architect’s Inspections

4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5

Architect’s Instructions

3.2.3, 3.3.1, 4.2.6, 4.2.7, 4.2.8, 7.4.1, 12.1, 13.5.2

Architect’s Interpretations

4.2.11, 4.2.12, 4.3.6

Architect’s Project Representative

4.2.10

Architect’s Relationship with Contractor

1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1,

3.7.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4,

4.4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7,

9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12, 13.4.2, 13.5

Architect’s Relationship with Subcontractors

1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.4.7

Architect’s Representations

9.4.2, 9.5.1, 9.10.1

Architect’s Site Visits

4.2.2, 4.2.5, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1,

13.5

Asbestos

10.3.1

Attorneys’ Fees

3.18.1, 9.10.2, 10.3.3

Award of Separate Contracts

6.1.1, 6.1.2

Award of Subcontracts and Other Contracts

for Portions of the Work

5.2

Basic Definitions

1.1

Bidding Requirements

1.1.1, 1.1.7, 5.2.1, 11.5.1

Boiler and Machinery Insurance

11.4.2

Bonds, Lien

9.10.2

Bonds, Performance, and Payment

7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5

Building Permit

3.7.1

Capitalization

1.3

Certificate of Substantial Completion

9.8.3, 9.8.4, 9.8.5

Certificates for Payment

4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1,

9.10.3, 13.7, 14.1.1.3, 14.2.4

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 2

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

Certificates of Inspection, Testing or Approval

13.5.4

Certificates of Insurance

9.10.2, 11.1.3

Change Orders

1.1.1, 2.4.1, 3.4.2, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8, 4.3.4,

4.3.9, 5.2.3, 7.1, 7.2, 7.3, 8.3.1, 9.3.1.1, 9.10.3, 11.4.1.2,

11.4.4, 11.4.9, 12.1.2

Change Orders, Definition of

7.2.1

CHANGES IN THE WORK

3.11, 4.2.8, 7, 8.3.1, 9.3.1.1, 11.4.9

Claim, Definition of

4.3.1

Claims and Disputes

3.2.3, 4.3, 4.4, 4.5, 4.6, 6.1.1, 6.3, 7.3.8, 9.3.3, 9.10.4,

10.3.3

Claims and Timely Assertion of Claims

4.6.5

Claims for Additional Cost

3.2.3, 4.3.4, 4.3.5, 4.3.6, 6.1.1, 7.3.8, 10.3.2

Claims for Additional Time

3.2.3, 4.3.4, 4.3.7, 6.1.1, 8.3.2, 10.3.2

Claims for Concealed or Unknown Conditions

4.3.4

Claims for Damages

3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3,

11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4

Claims Subject to Arbitration

4.4.1, 4.5.1, 4.6.1

Cleaning Up

3.15,6.3

Commencement of Statutory Limitation Period

13.7

Commencement of the Work,

Conditions Relating to

2.2.1, 3.2.1, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 4.3.5, 5.2.1,

5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.4.1, 11.4.6, 11.5.1

Commencement of the Work, Definition of

8.1.2

Communications Facilitating Contract

Administration

3.9.1, 4.2.4

Completion, Conditions Relating to

1.6.1, 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8,

9.9.1, 9.10, 12.2, 13.7, 14.1.2

COMPLETION, PAYMENTS AND

Completion, Substantial

4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3,

9.10.4.2, 12.2, 13.7

Compliance with Laws

1.6.1, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6.4,

4.6.6, 9.6.4, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,

13.5.2, 13.6, 14.1.1, 14.2.1.3

Concealed or Unknown Conditions

4.3.4, 8.3.1, 10.3

Conditions of the Contract

1.1.1, 1.1.7, 6.1.1, 6.1.4

Consent, Written

1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2,

9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2

CONSTRUCTION BY OWNER OR BY SEPARATE

CONTRACTORS

1.1.4, 6

Construction Change Directive, Definition of

7.3.1

Construction Change Directives

1.1.1, 3.12.8, 4.2.8, 4.3.9, 7.1, 7.3, 9.3.1.1

Construction Schedules, Contractor’s

1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3

Contingent Assignment of Subcontracts

5.4, 14.2.2.2

Continuing Contract Performance

4.3.3

Contract, Definition of

1.1.2

CONTRACT, TERMINATION OR SUSPENSION OF THE

5.4.1.1, 11.4.9, 14

Contract Administration

3.1.3, 4, 9.4, 9.5

Contract Award and Execution, Conditions Relating

to 3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.4.6, 11.5.1

Contract Documents, The

1.1, 1.2

Contract Documents, Copies Furnished

and Use of

1.6, 2.2.5, 5.3

Contract Documents, Definition of

1.1.1

Contract Sum

3.8, 4.3.4, 4.3.5, 4.4.5, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2,

9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.4.1, 14.2.4, 14.3.2

Contract Sum, Definition of

9.1

Contract Time

4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1.3, 7.3, 7.4, 8.1.1, 8.2,

8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 14.3.2

Contract Time, Definition of

8.1.1

CONTRACTOR

Contractor, Definition of

3.1, 6.1.2

Contractor’s Construction Schedules

1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3

Contractor’s Employees

3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3,

11.1.1, 11.4.7, 14.1, 14.2.1.1,

Contractor’s Liability Insurance

11.1

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

Contractor’s Relationship with Separate

Contractors and Owner’s Forces

3.12.5, 3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4

Contractor’s Relationship with Subcontractors

1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2,

11.4.1.2, 11.4.7, 11.4.8

Contractor’s Relationship with the Architect

1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1,

3.7.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4,

4.4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, .5, 9.7,

9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12, 13.4.2, 13.5

Contractor’s Representations

1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2

Contractor’s Responsibility for Those Performing

the Work

3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10

Contractor’s Review of Contract Documents

1.5.2, 3.2, 3.7.3

Contractor’s Right to Stop the Work

9.7

Contractor’s Right to Terminate the Contract

4.3.10, 14.1

Contractor’s Submittals

3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3,

9.8.2, 9.8.3, 9.9.1, 9.10,2, 9.10.3, 11.1.3, 11.5.2

Contractor’s Superintendent

3.9, 10.2.6

Contractor’s Supervision and Construction

Procedures

1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4,

7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14

Contractual Liability Insurance

11.1.1.8, 11.2, 11.3

Coordination and Correlation

1.2, 1.5.2, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1

Copies Furnished of Drawings and Specifications

1.6, 2.2.5, 3.11

Copyrights

1.6, 3.17

Correction of Work

2.3, 2.4, 3.7.4, 4.2.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2,

12.2, 13.7.1.3

Correlation and Intent of the Contract Documents

1.2

Cost, Definition of

7.3.6

Costs

2.4, 3.2.3, 3.7.4, 3.8.2, 3.15.2, 4.3, 5.4.2, 6.1.1, 6.2.3,

7.3.3.3, 7.3.6, 7.3.7, 7.3.8, 9.10.2, 10.3.2, 10.5, 11.3,

11.4, 12.1, 12.2.1, 12.2.4, 13.5, 14

Cutting and Patching

6.2.5, 3.14

Damage to Construction of Owner or Separate

Contractors

3.14.2, 6.2.4, 9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1, 11.4,

12.2.4

Damage to the Work

3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4

Damages, Claims for

3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3,

11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4

Damages for Delay

6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2

Date of Commencement of the Work, Definition of

8.1.2

Date of Substantial Completion, Definition of

8.1.3

Day, Definition of

8.1.4

Decisions of the Architect

4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5,

4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1,

9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4

Decisions to Withhold Certification

9.4.1, 9.5, 9.7, 14.1.1.3

Defective or Nonconforming Work, Acceptance,

Rejection and Correction of

2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2,

9.9.3, 9.10.4, 12.2.1, 13.7.1.3

Defective Work, Definition of

3.5.1

Definitions

1.1, 2.1.1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 4.3.1, 5.1,

6.1.2, 7.2.1, 7.3.1, 7.3.6, 8.1, 9.1, 9.8.1

Delays and Extensions of Time

3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1,

7.5.1, 8.3, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2

Disputes

4.1.4, 4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8

Documents and Samples at the Site

3.11

Drawings, Definition of

1.1.5

Drawings and Specifications, Use and Ownership of

1.1.1, 1.3, 2.2.5, 3.11, 5.3

Effective Date of Insurance

8.2.2, 11.1.2

Emergencies

4.3.5, 10.6, 14.1.1.2

Employees, Contractor’s

3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3,

11.1.1, 11.4.7, 14.1, 14.2.1.1

Equipment, Labor, Materials and

1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1,

4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3,

9.10.2, 10.2.1, 10.2.4, 14.2.1.2

Execution and Progress of the Work

1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3, 3.4, 3.5, 3.7,

3.10, 3.12, 3.14, 4.2.2, 4.2.3, 4.3.3, 6.2.2, 7.1.3, 7.3.4,

8.2, 9.5, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3

Extensions of Time

3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3, 7.4.1,

9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2

Failure of Payment

4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 4

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

Faulty Work

(See Defective or Nonconforming Work)

Final Completion and Final Payment

4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1,

11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3

Financial Arrangements, Owner’s

2.2.1, 13.2.2, 14.1.1.5

Fire and Extended Coverage Insurance

11.4

GENERAL PROVISIONS

Governing Law

13.1

Guarantees (See Warranty)

Hazardous Materials

10.2.4, 10.3, 10.5

Identification of Contract Documents

1.5.1

Identification of Subcontractors and Suppliers

5.2.1

Indemnification

3.17, 3.18, 9.10.2, 10.3.3, 10.5, 11.4.1.2, 11.4.7

Information and Services Required of the Owner

2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3,

6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3,

11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4

Injury or Damage to Person or Property

4.3.8, 10.2, 10.6

Inspections

3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.2,

9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.5

Instructions to Bidders

1.1.1

Instructions to the Contractor

3.2.3, 3.3.1, 3.8.1, 4.2.8, 5.2.1, 7, 12, 8.2.2, 13.5.2

Insurance

3.18.1, 6.1.1, 7.3.6, 8.2.1, 9.3.2, 9.8.4, 9.9.1, 9.10.2,

9.10.5, 11

Insurance, Boiler and Machinery

11.4.2

Insurance, Contractor’s Liability

11.1

Insurance, Effective Date of

8.2.2, 11.1.2

Insurance, Loss of Use

11.4.3

Insurance, Owner’s Liability

11.2

Insurance, Project Management Protective Liability

11.3

Insurance, Property

10.2.5, 11.4

Insurance, Stored Materials

9.3.2, 11.4.1.4

INSURANCE AND BONDS

Insurance Companies, Consent to Partial Occupancy

9.9.1, 11.4.1.5

Insurance Companies, Settlement with

11.4.10

Intent of the Contract Documents

1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4

Interest

13.6

Interpretation

1.2.3, 1.4, 4.1.1, 4.3.1, 5.1, 6.1.2, 8.1.4

Interpretations, Written

4.2.11, 4.2.12, 4.3.6

Joinder and Consolidation of Claims Required

4.6.4

Judgment on Final Award

4.6.6

Labor and Materials, Equipment

1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1,

42.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3,

9.10.2, 10.2.1, 10.2.4, 14.2.1.2

Labor Disputes

8.3.1

Laws and Regulations

1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6,

9.6.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2,

13.6, 14

Liens

2.1.2, 4.4.8, 8.2.2, 9.3.3, 9.10

Limitation on Consolidation or Joinder

4.6.4

Limitations, Statutes of

4.6.3, 12.2.6, 13.7

Limitations of Liability

2.3, 3.2.1, 3.5.1, 3.7.3, 3.12.8, 3.12.10, 3.17, 3.18, 4.2.6,

4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.10.4, 10.3.3,

10.2.5, 11.1.2, 11.2.1, 11.4.7, 12.2.5, 13.4.2

Limitations of Time

2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1,

4.2.7, 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4,

8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9,

9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7, 14

Loss of Use Insurance

11.4.3

Material Suppliers

1.6, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5

Materials, Hazardous

10.2.4, 10.3, 10.5

Materials, Labor, Equipment and

1.1.3, 1.1.6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13,

3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3,

9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.2

Means, Methods, Techniques, Sequences and

Procedures of Construction

3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2

Mechanic’s Lien

4.4.8

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

Mediation

4.4.1, 4.4.5, 4.4.6, 4.4.8, 4.5, 4.6.1, 4.6.2, 8.3.1, 10.5

Minor Changes in the Work

1.1.1, 3.12.8, 4.2.8, 4.3.6, 7.1, 7.4

MISCELLANEOUS PROVISIONS

Modifications, Definition of

1.1.1

Modifications to the Contract

1.1.1, 1.1.2, 3.7.3, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7,

10.3.2, 11.4.1

Mutual Responsibility

6.2

Nonconforming Work, Acceptance of

9.6.6, 9.9.3, 12.3

Nonconforming Work, Rejection and Correction of

2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.8.2, 9.9.3, 9.10.4,

12.2.1, 13.7.1.3

Notice

2.2.1, 2.3, 2.4, 3.2.3, 3.3.1, 3.7.2, 3.7.4, 3.12.9, 4.3,

4.4.8, 4.6.5, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 11.1.3,

11.4.6, 12.2.2, 12.2.4, 13.3, 13.5.1, 13.5.2, 14.1, 14.2

Notice, Written

2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5,

5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6,

12.2.2, 12.2.4, 13.3,14

Notice of Testing and Inspections

13.5.1, 13.5.2

Notice to Proceed

8.2.2

Notices, Permits, Fees and

2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2

Observations, Contractor’s

1.5.2, 3.2, 3.7.3, 4.3.4

Occupancy

2.2.2, 9.6.6, 9.8, 11.4.1.5

Orders, Written

1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2,

14.3.1

OWNER

Owner, Definition of

2.1

Owner, Information and Services Required of the

2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3,

6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3,

11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4

Owner’s Authority

1.6, 2.1.1, 2.3, 2.4, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2,

4.1.3, 4.2.4, 4.2.9, 4.3.6, 4.4.7, 5.2.1, 5.2.4, 5.4.1,

6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1,

9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.1, 11.4.3, 11.4.10,

12.2.2, 12.3.1, 13.2.2, 14.3, 14.4

Owner’s Financial Capability

2.2.1, 13.2.2, 14.1.1.5

Owner’s Liability Insurance

11.2

Owner’s Loss of Use Insurance

11.4.3

Owner’s Relationship with Subcontractors

1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2

Owner’s Right to Carry Out the Work

2.4, 12.2.4. 14.2.2.2

Owner’s Right to Clean Up

6.3

Owner’s Right to Perform Construction and to

Award Separate Contracts

6.1

Owner’s Right to Stop the Work

2.3

Owner’s Right to Suspend the Work

14.3

Owner’s Right to Terminate the Contract

14.2

Ownership and Use of Drawings, Specifications

and Other Instruments of Service

1.1.1, 1.6, 2.2.5, 3.2.1, 3.11.1, 3.17.1, 4.2.12, 5.3

Partial Occupancy or Use

9.6.6, 9.9, 11.4.1.5

Patching, Cutting and

3.14, 6.2.5

Patents

3.17

Payment, Applications for

4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5,

9.10.1, 9.10.3, 9.10.5, 11.1.3, 14.2.4, 14.4.3

Payment, Certificates for

4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1,

9.10.3, 13.7, 14.1.1.3, 14.2.4

Payment, Failure of

4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6

Payment, Final

4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1,

11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3

Payment Bond, Performance Bond and

7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5

Payments, Progress

4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3

PAYMENTS AND COMPLETION

Payments to Subcontractors

5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8,

14.2.1.2

PCB

10.3.1

Performance Bond and Payment Bond

7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5

Permits, Fees and Notices

2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2

PERSONS AND PROPERTY, PROTECTION OF

Polychlorinated Biphenyl

10.3.1

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 6

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

Product Data, Definition of

3.12.2

Product Data and Samples, Shop Drawings

3.11, 3.12, 4.2.7

Progress and Completion

4.2.2, 4.3.3, 8.2, 9.8, 9.9.1, 14.1.4

Progress Payments

4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3

Project, Definition of the

1.1.4

Project Management Protective Liability Insurance

11.3

Project Manual, Definition of the

1.1.7

Project Manuals

2.2.5

Project Representatives

4.2.10

Property Insurance

10.2.5, 11.4

PROTECTION OF PERSONS AND PROPERTY

Regulations and Laws

1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6,

9.6.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2,

13.6, 14

Rejection of Work

3.5.1, 4.2.6, 12.2.1

Releases and Waivers of Liens

9.10.2

Representations

1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1,

9.8.2, 9.10.1

Representatives

2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.10, 5.1.1, 5.1.2, 13.2.1

Resolution of Claims and Disputes

4.4, 4.5, 4.6

Responsibility for Those Performing the Work

3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10

Retainage

9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3

Review of Contract Documents and Field

Conditions by Contractor

1.5.2, 3.2, 3.7.3, 3.12.7, 6.1.3

Review of Contractor’s Submittals by Owner

and Architect

3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2

Review of Shop Drawings, Product Data and

Samples by Contractor

3.12

Rights and Remedies

1.1.2, 2.3, 2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4, 4.5, 4.6, 5.3,

5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2,

12.2.4, 13.4,14

Royalties, Patents and Copyrights

3.17

Rules and Notices for Arbitration

4.6.2

Safety of Persons and Property

10.2,10.6

Safety Precautions and Programs

3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.6

Samples, Definition of

3.12.3

Samples, Shop Drawings, Product Data and

3.11, 3.12, 4.2.7

Samples at the Site, Documents and

3.11

Schedule of Values

9.2, 9.3.1

Schedules, Construction

1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3

Separate Contracts and Contractors

1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.4, 6, 8.3.1, 11.4.7,

12.1.2, 12.2.5

Shop Drawings, Definition of

3.12.1

Shop Drawings, Product Data and Samples

3.11, 3.12, 4.2.7

Site, Use of

3.13, 6.1.1, 6.2.1

Site Inspections

1.2.2, 3.2.1, 3.3.3, 3.7.1, 4.2, 4.3.4, 9.4.2, 9.10.1, 13.5

Site Visits, Architect’s

4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5

Special Inspections and Testing

4.2.6, 12.2.1, 13.5

Specifications, Definition of the

1.1.6

Specifications, The

1.1.1, 1.1.6, 1.1.7, 1.2.2, 1.6, 3.11, 3.12.10, 3.17

Statute of Limitations

4.6.3, 12.2.6, 13.7

Stopping the Work

2.3, 4.3.6, 9.7, 10.3, 14.1

Stored Materials

6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4

Subcontractor, Definition of

5.1.1

SUBCONTRACTORS

Subcontractors, Work by

1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7

Subcontractual Relations

5.3, 5.4, 9.3.1.2, 9.6, 9.10 10.2.1, 11.4.7, 11.4.8, 14.1,

14.2.1, 14.3.2

Submittals

1.6, 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3,

9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3

Subrogation, Waivers of

6.1.1, 11.4.5, 11.4.7

Substantial Completion

4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3,

9.10.4.2, 12.2, 13.7

Substantial Completion, Definition of

9.8.1

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

Substitution of Subcontractors

5.2.3, 5.2.4

Substitution of Architect

4.1.3

Substitutions of Materials

3.4.2, 3.5.1, 7.3.7

Sub-subcontractor, Definition of

5.1.2

Subsurface Conditions

4.3.4

Successors and Assigns

13.2

Superintendent

3.9, 10.2.6

Supervision and Construction Procedures

1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4,

7.1.3, 7.3.6, 8.2, 8.3.1, 9.4.2, 10, 12, 14

Surety

4.4.7, 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2

Surety, Consent of

9.10.2, 9.10.3

Surveys

2.2.3

Suspension by the Owner for Convenience

14.4

Suspension of the Work

5.4.2, 14.3

Suspension or Termination of the Contract

4.3.6, 5.4.1.1, 11.4.9, 14

Taxes

3.6, 3.8.2.1, 7.3.6.4

Termination by the Contractor

4.3.10, 14.1

Termination by the Owner for Cause

4.3.10, 5.4.1.1, 14.2

Termination of the Architect

4.1.3

Termination of the Contractor

14.2.2

TERMINATION OR SUSPENSION OF THE CONTRACT

Tests and Inspections

3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2,

9.10.1, 10.3.2, 11.4.1.1, 12.2.1, 13.5

TIME

Time, Delays and Extensions of

3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1,

7.4.1, 7.5.1, 8.3, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2

Time Limits

2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1,

4.2, 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4,

8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9,

9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7, 14

Time Limits on Claims

4.3.2, 4.3.4, 4.3.8, 4.4, 4.5, 4.6

Title to Work

9.3.2, 9.3.3

UNCOVERING AND CORRECTION OF WORK

Uncovering of Work

12.1

Unforeseen Conditions

4.3.4, 8.3.1, 10.3

Unit Prices

4.3.9, 7.3.3.2

Use of Documents

1.1.1, 1.6, 2.2.5, 3.12.6, 5.3

Use of Site

3.13, 6.1.1, 6.2.1

Values, Schedule of

9.2, 9.3.1

Waiver of Claims by the Architect

13.4.2

Waiver of Claims by the Contractor

4.3.10, 9.10.5, 11.4.7, 13.4.2

Waiver of Claims by the Owner

4.3.10, 9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7,

12.2.2.1, 13.4.2, 14.2.4

Waiver of Consequential Damages

4.3.10, 14.2.4

Waiver of Liens

9.10.2, 9.10.4

Waivers of Subrogation

6.1.1, 11.4.5, 11.4.7

Wa r r a n t y

3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2,

13.7.1.3

Weather Delays

4.3.7.2

Work, Definition of

1.1.3

Written Consent

1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2,

9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2

Written Interpretations

4.2.11, 4.2.12, 4.3.6

Written Notice

2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5,

5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6,

12.2.2, 12.2.4, 13.3,14

Written Orders

1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2,

14.3.1

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

ARTICLE 1 GENERAL PROVISIONS

1.1 BASIC DEFINITIONS

1.1.1 THE CONTRACT DOCUMENTS

The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter

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. A Modification

is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a

Construction Change Directive or (4) a written order for a minor change in the Work issued by

the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not

include other documents such as bidding requirements (advertisement or invitation to bid,

Instructions to Bidders, sample forms, the Contractor’s bid or portions of Addenda relating to

bidding requirements).

1.1.2 THE CONTRACT

The Contract Documents form the Contract for Construction. The Contract represents the entire

and integrated agreement between the parties hereto and supersedes prior negotiations,

representations or agreements, either written or oral. The Contract may be amended or modified

only by a Modification. The Contract Documents shall not be construed to create a contractual

relationship of any kind (1) between the Architect and Contractor, (2) between the Owner and a

Subcontractor or Sub-subcontractor, (3) between the Owner and Architect or (4) between any

persons or entities other than the Owner and Contractor. The Architect shall, however, be entitled

to performance and enforcement of obligations under the Contract intended to facilitate

performance of the Architect’s duties.

1.1.3 THE WORK

The term “Work” means the construction and services required by the Contract Documents,

whether completed or partially completed, and includes all other labor, materials, equipment and

services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. The

Work may constitute the whole or a part of the Project.

1.1.4 THE PROJECT

The Project is the total construction of which the Work performed under the Contract

Documents may be the whole or a part and which may include construction by the Owner or by

separate contractors.

1.1.5 THE DRAWINGS

The Drawings are the graphic and pictorial portions of the Contract Documents showing the

design, location and dimensions of the Work, generally including plans, elevations, sections,

details, schedules and diagrams.

1.1.6 THE SPECIFICATIONS

The Specifications are that portion of the Contract Documents consisting of the written require-

ments for materials, equipment, systems, standards and workmanship for the Work, and perfor-

mance of related services.

1.1.7 THE PROJECT MANUAL

The Project Manual is a volume assembled for the Work which may include the bidding

requirements, sample forms, Conditions of the Contract and Specifications.

1.2 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 Contractor. The Contract Documents are

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

complementary, and what is required by one shall be as binding as if required by all; performance

by the Contractor shall be required only to the extent consistent with the Contract Documents

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

1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of

Drawings shall not control the Contractor in dividing the Work among Subcontractors or in

establishing the extent of Work to be performed by any trade.

1.2.3 Unless otherwise stated in the Contract Documents, words which have well-known

technical or construction industry meanings are used in the Contract Documents in accordance

with such recognized meanings.

1.3 CAPITALIZATION

1.3.1 Terms capitalized in these General Conditions include those which are (1) specifically

defined, (2) the titles of numbered articles and identified references to Paragraphs, Subparagraphs

and Clauses in the document or (3) the titles of other documents published by the American

Institute of Architects.

1.4 INTERPRETATION

1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such

as “all” and “any” and articles such as “the” and “an,” but the fact that a modifier or an article is

absent from one statement and appears in another is not intended to affect the interpretation of

either statement.

1.5 EXECUTION OF CONTRACT DOCUMENTS

1.5.1 The Contract Documents shall be signed by the Owner and Contractor. If either the

Owner or Contractor or both do not sign all the Contract Documents, the Architect shall identify

such unsigned Documents upon request.

1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has

visited the site, become generally familiar with local conditions under which the Work is to be

performed and correlated personal observations with requirements of the Contract Documents.

1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS

OF SERVICE

1.6.1 The Drawings, Specifications and other documents, including those in electronic form,

prepared by the Architect and the Architect’s consultants are Instruments of Service through

which the Work to be executed by the Contractor is described. The Contractor may retain one

record set. Neither the Contractor nor any Subcontractor, Sub-subcontractor or material or

equipment supplier shall own or claim a copyright in the Drawings, Specifications and other

documents prepared by the Architect or the Architect’s consultants, and unless otherwise

indicated the Architect and the Architect’s consultants shall be deemed the authors of them and

will retain all common law, statutory and other reserved rights, in addition to the copyrights. All

copies of Instruments of Service, except the Contractor’s record set, shall be returned or suitably

accounted for to the Architect, on request, upon completion of the Work. The Drawings,

Specifications and other documents prepared by the Architect and the Architect’s consultants, and

copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are

not to be used by the Contractor or any Subcontractor, Sub-subcontractor or material or

equipment supplier on other projects or for additions to this Project outside the scope of the Work

without the specific written consent of the Owner, Architect and the Architect’s consultants. The

Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are

authorized to use and reproduce applicable portions of the Drawings, Specifications and other

documents prepared by the Architect and the Architect’s consultants appropriate to and for use in

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 10

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

the execution of their Work under the Contract Documents. All copies made under this

authorization shall bear the statutory copyright notice, if any, shown on the Drawings,

Specifications and other documents prepared by the Architect and the Architect’s consultants.

Submittal or distribution to meet official regulatory requirements or for other purposes in

connection with this Project is not to be construed as publication in derogation of the Architect’s

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

ARTICLE 2 OWNER

2.1 GENERAL

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

throughout the Contract Documents as if singular in number. 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

Subparagraph 4.2.1, the Architect does not have such authority. The term “Owner” means the

Owner or the Owner’s authorized representative.

2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written

request, information necessary and relevant for the Contractor to evaluate, give notice of or

enforce mechanic’s lien rights. Such information shall include a correct statement of the record

legal title to the property on which the Project is located, usually referred to as the site, and the

Owner’s interest therein.

2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER

2.2.1 The Owner shall, at the written request of the Contractor, prior to commencement of the

Work and thereafter, furnish to the Contractor reasonable evidence that financial arrangements

have been made to fulfill the Owner’s obligations under the Contract. Furnishing of such evidence

shall be a condition precedent to commencement or continuation of the Work. After such

evidence has been furnished, the Owner shall not materially vary such financial arrangements

without prior notice to the Contractor.

2.2.2 Except for permits and fees, including those required under Subparagraph 3.7.1, which are

the responsibility of the Contractor under the Contract Documents, the Owner shall secure and

pay for necessary approvals, easements, assessments and charges required for construction, use or

occupancy of permanent structures or for permanent changes in existing facilities.

2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and

utility locations for the site of the Project, and a legal description of the site. The Contractor shall

be entitled to rely on the accuracy of information furnished by the Owner but shall exercise

proper precautions relating to the safe performance of the Work.

2.2.4 Information or services required of the Owner by the Contract Documents shall be

furnished by the Owner with reasonable promptness. Any other information or services relevant

to the Contractor’s performance of the Work under the Owner’s control shall be furnished by the

Owner after receipt from the Contractor of a written request for such information or services.

2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished,

free of charge, such copies of Drawings and Project Manuals as are reasonably necessary for

execution of the Work.

2.3 OWNER’S RIGHT TO STOP THE WORK

2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements

of the Contract Documents as required by Paragraph 12.2 or persistently fails to carry out Work in

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

accordance with the Contract Documents, the Owner may issue a written order to the

Contractor to stop the Work, or any portion thereof, until the cause for such order has been

eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the

part of the Owner to exercise this right for the benefit of the Contractor or any other person or

entity, except to the extent required by Subparagraph 6.1.3.

2.4 OWNER’S RIGHT TO CARRY OUT THE WORK

2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the

Contract Documents and fails within a seven-day period after receipt of written notice from the

Owner to commence and continue correction of such default or neglect with diligence and

promptness, the Owner may after such seven-day period give the Contractor a second written

notice to correct such deficiencies within a three-day period. If the Contractor within such

three-day period after receipt of such second notice fails to commence and continue to correct

any deficiencies, the Owner may, without prejudice to other remedies the Owner may have,

correct such deficiencies. In such case an appropriate Change Order shall be issued deducting

from payments then or thereafter due the Contractor the reasonable cost of correcting such

deficiencies, including Owner’s expenses and compensation for the Architect’s additional services

made necessary by such default, neglect or failure. Such action by the Owner and amounts

charged to the Contractor are both subject to prior approval of the Architect. If payments then or

thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay

the difference to the Owner.

ARTICLE 3 CONTRACTOR

3.1 GENERAL

3.1.1 The Contractor 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 “Contractor” means

the Contractor or the Contractor’s authorized representative.

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

3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance

with the Contract Documents either by activities or duties of the Architect in the Architect’s

administration of the Contract, or by tests, inspections or approvals required or performed by

persons other than the Contractor.

3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR

3.2.1 Since the Contract Documents are complementary, before starting each portion of the

Work, the Contractor shall 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 Subparagraph 2.2.3, shall take field measurements of any existing conditions

related to that portion of the Work and shall observe any conditions at the site affecting it. These

obligations are for the purpose of facilitating construction by the Contractor and are not for the

purpose of discovering errors, omissions, or inconsistencies in the Contract Documents;

however, any errors, inconsistencies or omissions discovered by the Contractor shall be reported

promptly to the Architect as a request for information in such form as the Architect may require.

3.2.2 Any design errors or omissions noted by the Contractor during this review shall be

reported promptly to the Architect, but it is recognized that the Contractor’s review is made in the

Contractor’s capacity as a contractor and not as a licensed design professional unless otherwise

specifically provided in the Contract Documents. The Contractor is not required to ascertain that

the Contract Documents are in accordance with applicable laws, statutes, ordinances, building

codes, and rules and regulations, but any nonconformity discovered by or made known to the

Contractor shall be reported promptly to the Architect.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 12

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications

or instructions issued by the Architect in response to the Contractor’s notices or requests for

information pursuant to Subparagraphs 3.2.1 and 3.2.2, the Contractor shall make Claims as

provided in Subparagraphs 4.3.6 and 4.3.7. If the Contractor fails to perform the obligations of

Subparagraphs 3.2.1 and 3.2.2, the Contractor shall pay such costs and damages to the Owner as

would have been avoided if the Contractor had performed such obligations. The Contractor shall

not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or

omissions in the Contract Documents or for differences between field measurements or

conditions and the Contract Documents unless the Contractor recognized such error,

inconsistency, omission or difference and knowingly failed to report it to the Architect.

3.3 SUPERVISION AND CONSTRUCTION PROCEDURES

3.3.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and

attention. The Contractor shall be solely responsible for and have control over construction

means, methods, techniques, sequences and procedures and for coordinating all portions of the

Work under the Contract, unless the Contract Documents give other specific instructions

concerning these matters. If the Contract Documents give specific instructions concerning

construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate

the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the

jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor

determines that such means, methods, techniques, sequences or procedures may not be safe, the

Contractor shall give timely written notice to the Owner and Architect and shall not proceed with

that portion of the Work without further written instructions from the Architect. If the

Contractor is then instructed to proceed with the required means, methods, techniques, sequences

or procedures without acceptance of changes proposed by the Contractor, the Owner shall be

solely responsible for any resulting loss or damage.

3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Con-

tractor’s employees, Subcontractors and their agents and employees, and other persons or entities

performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors.

3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed

to determine that such portions are in proper condition to receive subsequent Work.

3.4 LABOR AND MATERIALS

3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and

pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat,

utilities, transportation, 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 in the Work.

3.4.2 The Contractor may make substitutions only with the consent of the Owner, after

evaluation by the Architect and in accordance with a Change Order.

3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor’s

employees and other persons carrying out the Contract. The Contractor shall not permit

employment of unfit persons or persons not skilled in tasks assigned to them.

3.5 WARRANTY

3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment

furnished under the Contract will be of good quality and new unless otherwise required or

permitted by the Contract Documents, that the Work will be free from defects not inherent in the

quality required or permitted, and that the Work will conform to the requirements of the Contract

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

Documents. Work not conforming to these requirements, including substitutions not properly

approved and authorized, may be considered defective. The Contractor’s warranty excludes

remedy for damage or defect caused by abuse, modifications not executed by the Contractor,

improper or insufficient maintenance, improper operation, or normal wear and tear and normal

usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind

and quality of materials and equipment.

3.6 TAXES

3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by

the Contractor which are legally enacted when bids are received or negotiations concluded,

whether or not yet effective or merely scheduled to go into effect.

3.7 PERMITS, FEES AND NOTICES

3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and

pay for the building permit and other permits and governmental fees, licenses and inspections

necessary for proper execution and completion of the Work which are customarily secured after

execution of the Contract and which are legally required when bids are received or negotiations

concluded.

3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules,

regulations and lawful orders of public authorities applicable to performance of the Work.

3.7.3 It is not the Contractor’s responsibility to ascertain that the Contract Documents are in

accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations.

However, if the Contractor observes that portions of the Contract Documents are at variance

therewith, the Contractor shall promptly notify the Architect and Owner in writing, and

necessary changes shall be accomplished by appropriate Modification.

3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances,

building codes, and rules and regulations without such notice to the Architect and Owner, the

Contractor shall assume appropriate responsibility for such Work and shall bear the costs

attributable to correction.

3.8 ALLOWANCES

3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract

Documents. Items covered by allowances shall be supplied for such amounts and by such persons

or entities as the Owner may direct, but the Contractor shall not be required to employ persons

or entities to whom the Contractor has reasonable objection.

3.8.2 Unless otherwise provided in the Contract Documents:

.1 allowances shall cover the cost to the Contractor of materials and equipment delivered

at the site and all required taxes, less applicable trade discounts;

.2 Contractor’s costs for unloading and handling at the site, labor, installation costs,

overhead, profit and other expenses contemplated for stated allowance amounts shall

be included in the Contract Sum but not in the allowances;

.3 whenever costs are more than or less than allowances, the Contract Sum shall be

adjusted accordingly by Change Order. The amount of the Change Order shall reflect

(1) the difference between actual costs and the allowances under Clause 3.8.2.1 and

(2) changes in Contractor’s costs under Clause 3.8.2.2.

3.8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient

time to avoid delay in the Work.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 14

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

3.9 SUPERINTENDENT

3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who

shall be in attendance at the Project site during performance of the Work. The superintendent

shall represent the Contractor, and communications given to the superintendent shall be as

binding as if given to the Contractor. Important communications shall be confirmed in writing.

Other communications shall be similarly confirmed on written request in each case.

3.10 CONTRACTOR’S CONSTRUCTION SCHEDULES

3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for

the Owner’s and Architect’s information a Contractor’s construction schedule for the Work. The

schedule shall not exceed time limits current under the Contract Documents, shall be revised at

appropriate intervals as required by the conditions of the Work and Project, shall be related to the

entire Project to the extent required by the Contract Documents, and shall provide for expeditious

and practicable execution of the Work.

3.10.2 The Contractor shall prepare and keep current, for the Architect’s approval, a schedule of

submittals which is coordinated with the Contractor’s construction schedule and allows the

Architect reasonable time to review submittals.

3.10.3 The Contractor shall perform the Work in general accordance with the most recent

schedules submitted to the Owner and Architect.

3.11 DOCUMENTS AND SAMPLES AT THE SITE

3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings,

Specifications, Addenda, Change Orders and other Modifications, in good order and marked

currently to record field changes and selections made during construction, and one record copy of

approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be

available to the Architect and shall be delivered to the Architect for submittal to the Owner upon

completion of the Work.

3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the

Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or

distributor to illustrate some portion of the Work.

3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions,

brochures, diagrams and other information furnished by the Contractor to illustrate materials or

equipment for some portion of the Work.

3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and

establish standards by which the Work will be judged.

3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract

Documents. The purpose of their submittal is to demonstrate for those portions of the Work for

which submittals are required by the Contract Documents the way by which the Contractor

proposes to conform to the information given and the design concept expressed in the Contract

Documents. Review by the Architect is subject to the limitations of Subparagraph 4.2.7.

Informational submittals upon which the Architect is not expected to take responsive action may

be so identified in the Contract Documents. Submittals which are not required by the Contract

Documents may be returned by the Architect without action.

3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and

submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

the Contract Documents 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 contractors. Submittals which are not

marked as reviewed for compliance with the Contract Documents and approved by the

Contractor may be returned by the Architect without action.

3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar

submittals, the Contractor represents that the Contractor has determined and verified materials,

field measurements and field construction criteria related thereto, or will do so, and has checked

and coordinated the information contained within such submittals with the requirements of the

Work and of the Contract Documents.

3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents

require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until

the respective submittal has been approved by the Architect.

3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall

not be relieved of responsibility for deviations from requirements of the Contract Documents by

the Architect’s approval of Shop Drawings, Product Data, Samples or similar submittals unless the

Contractor has specifically informed the Architect in writing of such deviation at the time of

submittal and (1) the Architect has given written approval to the specific deviation as a minor

change in the Work, or (2) a Change Order or Construction Change Directive has been issued

authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or

omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect’s

approval thereof.

3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop

Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by

the Architect on previous submittals. In the absence of such written notice the Architect’s

approval of a resubmission shall not apply to such revisions.

3.12.10 The Contractor shall not be required to provide professional services which

constitute the practice of architecture or engineering unless such services are specifically required

by the Contract Documents for a portion of the Work or unless the Contractor needs to provide

such services in order to carry out the Contractor’s responsibilities for construction means,

methods, techniques, sequences and procedures. The Contractor shall not be required to provide

professional services in violation of applicable law. If professional design services or certifications

by a design professional related to systems, materials or equipment are specifically required of the

Contractor by the Contract Documents, the Owner and the Architect will specify all performance

and design criteria that such services must satisfy. The Contractor shall cause such services or

certifications to be provided by a properly licensed design professional, whose signature and seal

shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other

submittals prepared by such professional. Shop Drawings and other submittals related to the

Work designed or certified by such professional, if prepared by others, shall bear such

professional’s written approval when submitted to the Architect. The Owner and the Architect

shall be entitled to rely upon the adequacy, accuracy and completeness of the services,

certifications or approvals performed by such design professionals, provided the Owner and

Architect have specified to the Contractor all performance and design criteria that such services

must satisfy. Pursuant to this Subparagraph 3.12.10, the Architect will review, approve or take other

appropriate action on submittals only for the limited purpose of checking for conformance with

information given and the design concept expressed in the Contract Documents. The Contractor

shall not be responsible for the adequacy of the performance or design criteria required by the

Contract Documents.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 16

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

3.13 USE OF SITE

3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances,

permits and the Contract Documents and shall not unreasonably encumber the site with

materials or equipment.

3.14 CUTTING AND PATCHING

3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete

the Work or to make its parts fit together properly.

3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially

completed construction of the Owner or separate contractors by cutting, patching or otherwise

altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such

construction by the Owner or a separate contractor except with written consent of the Owner and

of such separate contractor; such consent shall not be unreasonably withheld. The Contractor

shall not unreasonably withhold from the Owner or a separate contractor the Contractor’s

consent to cutting or otherwise altering the Work.

3.15 CLEANING UP

3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of

waste materials or rubbish caused by operations under the Contract. At completion of the Work,

the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor’s

tools, construction equipment, machinery and surplus materials.

3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may

do so and the cost thereof shall be charged to the Contractor.

3.16 ACCESS TO WORK

3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation

and progress wherever located.

3.17 ROYALTIES, PATENTS AND COPYRIGHTS

3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or

claims for infringement of copyrights and patent rights and shall hold the Owner and Architect

harmless from loss on account thereof, but shall not be responsible for such defense or loss when

a particular design, process or product of a particular manufacturer or manufacturers is required

by the Contract Documents or where the copyright violations are contained in Drawings,

Specifications or other documents prepared by the Owner or Architect. However, if the

Contractor has reason to believe that the required design, process or product is an infringement

of a copyright or a patent, the Contractor shall be responsible for such loss unless such

information is promptly furnished to the Architect.

3.18 INDEMNIFICATION

3.18.1 To the fullest extent permitted by law and to the extent claims, damages, losses or

expenses are not covered by Project Management Protective Liability insurance purchased by the

Contractor in accordance with Paragraph 11.3, the Contractor shall indemnify and hold harmless

the Owner, Architect, Architect’s consultants, and agents and employees of any of them from and

against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising

out of or resulting from performance of the Work, provided that such claim, damage, loss or

expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of

tangible property (other than the Work itself), but only to the extent caused by the negligent acts

or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them

or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss

or expense is caused in part by a party indemnified hereunder. Such obligation shall not be

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

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 Paragraph 3.18.

3.18.2 In claims against any person or entity indemnified under this Paragraph 3.18 by an

employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or

anyone for whose acts they may be liable, the indemnification obligation under Subparagraph

3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or

benefits payable by or for the Contractor or a Subcontractor under workers’ compensation acts,

disability benefit acts or other employee benefit acts.

ARTICLE 4 ADMINISTRATION OF THE CONTRACT

4.1 ARCHITECT

4.1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully

practicing architecture identified as such in the Agreement and is referred to throughout the

Contract Documents as if singular in number. The term “Architect” means the Architect or the

Architect’s authorized representative.

4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the

Contract Documents shall not be restricted, modified or extended without written consent of the

Owner, Contractor and Architect. Consent shall not be unreasonably withheld.

4.1.3 If the employment of the Architect is terminated, the Owner shall employ a new Architect

against whom the Contractor has no reasonable objection and whose status under the Contract

Documents shall be that of the former Architect.

4.2 ARCHITECT’S ADMINISTRATION OF THE CONTRACT

4.2.1 The Architect will provide administration of the Contract as described in the Contract

Documents, and will be an Owner’s representative (1) during construction, (2) until final payment

is due and (3) with the Owner’s concurrence, from time to time during the one-year period for

correction of Work described in Paragraph 12.2. The Architect will have authority to act on behalf

of the Owner only to the extent provided in the Contract Documents, unless otherwise modified

in writing in accordance with other provisions of the Contract.

4.2.2 The Architect, as a representative of the Owner, will visit the site at intervals appropriate

to the stage of the Contractor’s operations (1) to become generally familiar with and to keep the

Owner informed about the progress and quality of the portion of the Work completed, (2) to

endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in

general if the Work is being performed in a manner indicating that the Work, when fully

completed, will be in accordance with the Contract Documents. However, the Architect will not

be required to make exhaustive or continuous on-site inspections to check the quality or

quantity of the Work. The Architect will neither have control over or charge of, nor be

responsible for, the construction means, methods, techniques, sequences or procedures, or for the

safety precautions and programs in connection with the Work, since these are solely the

Contractor’s rights and responsibilities under the Contract Documents, except as provided in

Subparagraph 3.3.1.

4.2.3 The Architect will not be responsible for the Contractor’s failure to perform the Work in

accordance with the requirements of the Contract Documents. The Architect will not have

control over or charge of and will not be responsible for acts or omissions of the Contractor,

Subcontractors, or their agents or employees, or any other persons or entities performing portions

of the Work.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 18

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided in

the Contract Documents or when direct communications have been specially authorized, the

Owner and Contractor shall endeavor to communicate with each other through the Architect

about matters arising out of or relating to the Contract. Communications by and with the

Architect’s consultants shall be through the Architect. Communications by and with

Subcontractors and material suppliers shall be through the Contractor. Communications by and

with separate contractors shall be through the Owner.

4.2.5 Based on the Architect’s evaluations of the Contractor’s Applications for Payment, the

Architect will review and certify the amounts due the Contractor and will issue Certificates for

Payment in such amounts.

4.2.6 The Architect will have authority to reject Work that does not conform to the Contract

Documents. Whenever the Architect considers it necessary or advisable, the Architect will have

authority to require inspection or testing of the Work in accordance with Subparagraphs 13.5.2 and

13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this

authority of the Architect nor a decision made in good faith either to exercise or not to exercise

such authority shall give rise to a duty or responsibility of the Architect to the Contractor,

Subcontractors, material and equipment suppliers, their agents or employees, or other persons or

entities performing portions of the Work.

4.2.7 The Architect will review and approve or take other appropriate action upon the

Contractor’s submittals such as Shop Drawings, Product Data and Samples, but only for the

limited purpose of checking for conformance with information given and the design concept

expressed in the Contract Documents. The Architect’s action will be taken with such reasonable

promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or

separate contractors, while allowing sufficient time in the Architect’s professional judgment to

permit adequate review. Review of such submittals is not conducted for the purpose of

determining the accuracy and completeness of other details such as dimensions and quantities, or

for substantiating instructions for installation or performance of equipment or systems, all of

which remain the responsibility of the Contractor as required by the Contract Documents. The

Architect’s review of the Contractor’s submittals shall not relieve the Contractor of the obligations

under Paragraphs 3.3, 3.5 and 3.12. The Architect’s review shall not constitute approval of safety

precautions or, unless otherwise specifically stated by the Architect, of any construction means,

methods, techniques, sequences or procedures. The Architect’s approval of a specific item shall

not indicate approval of an assembly of which the item is a component.

4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may

authorize minor changes in the Work as provided in Paragraph 7.4.

4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial

Completion and the date of final completion, will receive and forward to the Owner, for the

Owner’s review and records, written warranties and related documents required by the Contract

and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance

with the requirements of the Contract Documents.

4.2.10 If the Owner and Architect agree, the Architect will provide one or more project

representatives to assist in carrying out the Architect’s responsibilities at the site. The duties,

responsibilities and limitations of authority of such project representatives shall be as set forth in

an exhibit to be incorporated in the Contract Documents.

4.2.11 The Architect will interpret and decide matters concerning performance under, and

requirements of, the Contract Documents on written request of either the Owner or Contractor.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The Architect’s response to such requests will be made in writing within any time limits agreed

upon or otherwise with reasonable promptness. If no agreement is made concerning the time

within which interpretations required of the Architect shall be furnished in compliance with this

Paragraph 4.2, then delay shall not be recognized on account of failure by the Architect to furnish

such interpretations until 15 days after written request is made for them.

4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of and

reasonably inferable from the Contract Documents and will be in writing or in the form of

drawings. When making such interpretations and initial decisions, the Architect will endeavor to

secure faithful performance by both Owner and Contractor, will not show partiality to either and

will not be liable for results of interpretations or decisions so rendered in good faith.

4.2.13 The Architect’s decisions on matters relating to aesthetic effect will be final if consistent

with the intent expressed in the Contract Documents.

4.3 CLAIMS AND DISPUTES

4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of

right, adjustment or interpretation of Contract terms, payment of money, extension of time or

other relief with respect to the terms of the Contract. The term “Claim” also includes other

disputes and matters in question between the Owner and Contractor arising out of or relating to

the Contract. Claims must be initiated by written notice. The responsibility to substantiate Claims

shall rest with the party making the Claim.

4.3.2 Time Limits on Claims. Claims by either party must be initiated within 21 days after

occurrence of the event giving rise to such Claim or within 21 days after the claimant first

recognizes the condition giving rise to the Claim, whichever is later. Claims must be initiated by

written notice to the Architect and the other party.

4.3.3 Continuing Contract Performance. Pending final resolution of a Claim except as

otherwise agreed in writing or as provided in Subparagraph 9.7.1 and Article 14, the Contractor

shall proceed diligently with performance of the Contract and the Owner shall continue to make

payments in accordance with the Contract Documents.

4.3.4 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site

which are (1) subsurface or otherwise concealed physical conditions which differ materially from

those indicated in the Contract Documents or (2) unknown physical conditions of an unusual

nature, which differ materially from those ordinarily found to exist and generally recognized as

inherent in construction activities of the character provided for in the Contract Documents, then

notice by the observing party shall be given to the other party promptly before conditions are

disturbed and in no event later than 21 days after first observance of the conditions. The Architect

will promptly investigate such conditions and, if they differ materially and cause an increase or

decrease in the Contractor’s cost of, or time required for, performance of any part of the Work,

will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the

Architect determines that the conditions at the site are not materially different from those

indicated in the Contract Documents and that no change in the terms of the Contract is justified,

the Architect shall so notify the Owner and Contractor in writing, stating the reasons. Claims by

either party in opposition to such determination must be made within 21 days after the Architect

has given notice of the decision. If the conditions encountered are materially different, the

Contract Sum and Contract Time shall be equitably adjusted, but if the Owner and Contractor

cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shall be

referred to the Architect for initial determination, subject to further proceedings pursuant to

Paragraph 4.4.

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the

Contract Sum, written notice as provided herein shall be given before proceeding to execute the

Work. Prior notice is not required for Claims relating to an emergency endangering life or

property arising under Paragraph 10.6.

4.3.6 If the Contractor believes additional cost is involved for reasons including but not limited

to (1) a written interpretation from the Architect, (2) an order by the Owner to stop the Work

where the Contractor was not at fault, (3) a written order for a minor change in the Work issued

by the Architect, (4) failure of payment by the Owner, (5) termination of the Contract by the

Owner, (6) Owner’s suspension or (7) other reasonable grounds, Claim shall be filed in

accordance with this Paragraph 4.3.

4.3.7 CLAIMS FOR ADDITIONAL TIME

4.3.7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written

notice as provided herein shall be given. The Contractor’s Claim shall include an estimate of cost

and of probable effect of delay on progress of the Work. In the case of a continuing delay only one

Claim is necessary.

4.3.7.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim

shall be documented by data substantiating that weather conditions were abnormal for the

period of time, could not have been reasonably anticipated and had an adverse effect on the

scheduled construction.

4.3.8 Injury or Damage to Person or Property. If either party to the Contract suffers injury or

damage to person or property because of an act or omission of the other party, or of others for

whose acts such party is legally responsible, written notice of such injury or damage, whether or

not insured, shall be given to the other party within a reasonable time not exceeding 21 days after

discovery. The notice shall provide sufficient detail to enable the other party to investigate the

matter.

4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if

quantities originally contemplated are materially changed in a proposed Change Order or

Construction Change Directive so that application of such unit prices to quantities of Work

proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices

shall be equitably adjusted.

4.3.10 Claims for Consequential Damages. The Contractor and Owner waive Claims against

each other for consequential damages arising out of or relating to this Contract. This mutual

waiver includes:

.1 damages incurred by the Owner for rental expenses, for losses of use, income, profit,

financing, business and reputation, and for loss of management or employee

productivity or of the services of such persons; and

.2 damages incurred by the Contractor for principal office expenses including the

compensation of personnel stationed there, for losses of financing, business and repu-

tation, and for loss of profit except anticipated profit arising directly from the Work.

This mutual waiver is applicable, without limitation, to all consequential damages due to either

party’s termination in accordance with Article 14. Nothing contained in this Subparagraph 4.3.10

shall be deemed to preclude an award of liquidated direct damages, when applicable, in

accordance with the requirements of the Contract Documents.

4.4 RESOLUTION OF CLAIMS AND DISPUTES

4.4.1 Decision of Architect. Claims, including those alleging an error or omission by the

Architect but excluding those arising under Paragraphs 10.3 through 10.5, shall be referred

initially to the Architect for decision. An initial decision by the Architect shall be required as a

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

condition precedent to mediation, arbitration or litigation of all Claims between the Contractor

and Owner arising prior to the date final payment is due, unless 30 days have passed after the

Claim has been referred to the Architect with no decision having been rendered by the Architect.

The Architect will not decide disputes between the Contractor and persons or entities other than

the Owner.

4.4.2 The Architect will review Claims and within ten days of the receipt of the Claim take one

or more of the following actions: (1) request additional supporting data from the claimant or a

response with supporting data from the other party, (2) reject the Claim in whole or in part, (3)

approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Architect is unable

to resolve the Claim if the Architect lacks sufficient information to evaluate the merits of the

Claim or if the Architect concludes that, in the Architect’s sole discretion, it would be

inappropriate for the Architect to resolve the Claim.

4.4.3 In evaluating Claims, the Architect may, but shall not be obligated to, consult with or seek

information from either party or from persons with special knowledge or expertise who may

assist the Architect in rendering a decision. The Architect may request the Owner to authorize

retention of such persons at the Owner’s expense.

4.4.4 If the Architect requests a party to provide a response to a Claim or to furnish additional

supporting data, such party shall respond, within ten days after receipt of such request, and shall

either provide a response on the requested supporting data, advise the Architect when the

response or supporting data will be furnished or advise the Architect that no supporting data will

be furnished. Upon receipt of the response or supporting data, if any, the Architect will either

reject or approve the Claim in whole or in part.

4.4.5 The Architect will approve or reject Claims by written decision, which shall state the rea-

sons therefor and which shall notify the parties of any change in the Contract Sum or Contract

Time or both. The approval or rejection of a Claim by the Architect shall be final and binding on

the parties but subject to mediation and arbitration.

4.4.6 When a written decision of the Architect states that (1) the decision is final but subject to

mediation and arbitration and (2) a demand for arbitration of a Claim covered by such decision

must be made within 30 days after the date on which the party making the demand receives the

final written decision, then failure to demand arbitration within said 30 days’ period shall result

in the Architect’s decision becoming final and binding upon the Owner and Contractor. If the

Architect renders a decision after arbitration proceedings have been initiated, such decision may

be entered as evidence, but shall not supersede arbitration proceedings unless the decision is

acceptable to all parties concerned.

4.4.7 Upon receipt of a Claim against the Contractor or at any time thereafter, the Architect or

the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the

Claim. If the Claim relates to a possibility of a Contractor’s default, the Architect or the Owner

may, but is not obligated to, notify the surety and request the surety’s assistance in resolving the

controversy.

4.4.8 If a Claim relates to or is the subject of a mechanic’s lien, the party asserting such Claim

may proceed in accordance with applicable law to comply with the lien notice or filing deadlines

prior to resolution of the Claim by the Architect, by mediation or by arbitration.

4.5 MEDIATION

4.5.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic

effect and except those waived as provided for in Subparagraphs 4.3.10, 9.10.4 and 9.10.5 shall, after

initial decision by the Architect or 30 days after submission of the Claim to the Architect, be

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 22

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

subject to mediation as a condition precedent to arbitration or the institution of legal or equitable

proceedings by either party.

4.5.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties

mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules

of the American Arbitration Association currently in effect. Request for mediation shall be filed

in writing with the other party to the Contract and with the American Arbitration Association.

The request may be made concurrently with the filing of a demand for arbitration but, in such

event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which

shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for

a longer period by agreement of the parties or court order.

4.5.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall

be held in the place where the Project is located, unless another location is mutually agreed upon.

Agreements reached in mediation shall be enforceable as settlement agreements in any court

having jurisdiction thereof.

4.6 ARBITRATION

4.6.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic

effect and except those waived as provided for in Subparagraphs 4.3.10, 9.10.4 and 9.10.5, shall, after

decision by the Architect or 30 days after submission of the Claim to the Architect, be subject to

arbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in

accordance with the provisions of Paragraph 4.5.

4.6.2 Claims not resolved by mediation shall be decided by arbitration which, unless the parties

mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration

Rules of the American Arbitration Association currently in effect. The demand for arbitration

shall be filed in writing with the other party to the Contract and with the American Arbitration

Association, and a copy shall be filed with the Architect.

4.6.3 A demand for arbitration shall be made within the time limits specified in Subparagraphs

4.4.6 and 4.6.1 as applicable, and in other cases within a reasonable time after the Claim has arisen,

and in no event shall it be made after the date when institution of legal or equitable proceedings

based on such Claim would be barred by the applicable statute of limitations as determined

pursuant to Paragraph 13.7.

4.6.4 Limitation on Consolidation or Joinder. No arbitration arising out of or relating to the

Contract shall include, by consolidation or joinder or in any other manner, the Architect, the

Architect’s employees or consultants, except by written consent containing specific reference to

the Agreement and signed by the Architect, Owner, Contractor and any other person or entity

sought to be joined. No arbitration shall include, by consolidation or joinder or in any other

manner, parties other than the Owner, Contractor, a separate contractor as described in Article 6

and other persons substantially involved in a common question of fact or law whose presence is

required if complete relief is to be accorded in arbitration. No person or entity other than the

Owner, Contractor or a separate contractor as described in Article 6 shall be included as an

original third party or additional third party to an arbitration whose interest or responsibility is

insubstantial. Consent to arbitration involving an additional person or entity shall not constitute

consent to arbitration of a Claim not described therein or with a person or entity not named or

described therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an

additional person or entity duly consented to by parties to the Agreement shall be specifically

enforceable under applicable law in any court having jurisdiction thereof.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

4.6.5 Claims and Timely Assertion of Claims. The party filing a notice of demand for

arbitration must assert in the demand all Claims then known to that party on which arbitration

is permitted to be demanded.

4.6.6 Judgment on Final Award. The award rendered by the arbitrator or arbitrators shall be

final, and judgment may be entered upon it in accordance with applicable law in any court

having jurisdiction thereof.

ARTICLE 5 SUBCONTRACTORS

5.1 DEFINITIONS

5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to

perform a portion of the Work at the site. The term “Subcontractor” is referred to throughout the

Contract Documents as if singular in number and means a Subcontractor or an authorized

representative of the Subcontractor. The term “Subcontractor” does not include a separate

contractor or subcontractors of a separate contractor.

5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a

Subcontractor to perform a portion of the Work at the site. The term “Sub-subcontractor” is

referred to throughout the Contract Documents as if singular in number and means a

Sub-subcontractor or an authorized representative of the Sub-subcontractor.

5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK

5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the

Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the

Owner through the Architect the names of persons or entities (including those who are to furnish

materials or equipment fabricated to a special design) proposed for each principal portion of the

Work. The Architect will promptly reply to the Contractor in writing stating whether or not the

Owner or the Architect, after due investigation, has reasonable objection to any such proposed

person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of no

reasonable objection.

5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner

or Architect has made reasonable and timely objection. The Contractor shall not be required to

contract with anyone to whom the Contractor has made reasonable objection.

5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the

Contractor, the Contractor shall propose another to whom the Owner or Architect has no

reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of

performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the

difference, if any, occasioned by such change, and an appropriate Change Order shall be issued

before commencement of the substitute Subcontractor’s Work. However, no increase in the

Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted

promptly and responsively in submitting names as required.

5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the

Owner or Architect makes reasonable objection to such substitute.

5.3 SUBCONTRACTUAL RELATIONS

5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall

require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be

bound to the Contractor by terms of the Contract Documents, and to assume toward the

Contractor all the obligations and responsibilities, including the responsibility for safety of the

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 24

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

Subcontractor’s Work, which the Contractor, by these Documents, assumes toward the Owner and

Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and

Architect under the Contract Documents with respect to the Work to be performed by the

Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the

Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of

all rights, remedies and redress against the Contractor that the Contractor, by the Contract

Documents, has against the Owner. Where appropriate, the Contractor shall require each

Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall

make available to each proposed Subcontractor, prior to the execution of the subcontract agree-

ment, copies of the Contract Documents to which the Subcontractor will be bound, and, upon

written request of the Subcontractor, identify to the Subcontractor terms and conditions of the

proposed subcontract agreement which may be at variance with the Contract Documents.

Subcontractors will similarly make copies of applicable portions of such documents available to

their respective proposed Sub-subcontractors.

5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS

5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the

Owner provided that:

.1 assignment is effective only after termination of the Contract by the Owner for cause

pursuant to Paragraph 14.2 and only for those subcontract agreements which the Owner

accepts by notifying the Subcontractor and Contractor in writing; and

.2 assignment is subject to the prior rights of the surety, if any, obligated under bond

relating to the Contract.

5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the

Subcontractor’s compensation shall be equitably adjusted for increases in cost resulting from the

suspension.

ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

6.1 OWNER’S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS

6.1.1 The Owner reserves the right to perform construction or operations related to the Project

with the Owner’s own forces, and to award separate contracts in connection with other portions

of the Project or other construction or operations on the site under Conditions of the Contract

identical or substantially similar to these including those portions related to insurance and

waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of

such action by the Owner, the Contractor shall make such Claim as provided in Paragraph 4.3.

6.1.2 When separate contracts are awarded for different portions of the Project or other

construction or operations on the site, the term “Contractor” in the Contract Documents in each

case shall mean the Contractor who executes each separate Owner-Contractor Agreement.

6.1.3 The Owner shall provide for coordination of the activities of the Owner’s own forces and

of each separate contractor with the Work of the Contractor, who shall cooperate with them. The

Contractor shall participate with other separate contractors and the Owner in reviewing their

construction schedules when directed to do so. The Contractor shall make any revisions to the

construction schedule deemed necessary after a joint review and mutual agreement. The

construction schedules shall then constitute the schedules to be used by the Contractor, separate

contractors and the Owner until subsequently revised.

6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs

construction or operations related to the Project with the Owner’s own forces, the Owner shall be

deemed to be subject to the same obligations and to have the same rights which apply to the

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

Contractor under the Conditions of the Contract, including, without excluding others, those

stated in Article 3, this Article 6 and Articles 10, 11 and 12.

6.2 MUTUAL RESPONSIBILITY

6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity

for introduction and storage of their materials and equipment and performance of their

activities, and shall connect and coordinate the Contractor’s construction and operations with

theirs as required by the Contract Documents.

6.2.2 If part of the Contractor’s Work depends for proper execution or results upon

construction or operations by the Owner or a separate contractor, the Contractor shall, prior to

proceeding with that portion of the Work, promptly report to the Architect apparent

discrepancies or defects in such other construction that would render it unsuitable for such

proper execution and results. Failure of the Contractor so to report shall constitute an

acknowledgment that the Owner’s or separate contractor’s completed or partially completed

construction is fit and proper to receive the Contractor’s Work, except as to defects not then

reasonably discoverable.

6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which

are payable to a separate contractor because of delays, improperly timed activities or defective

construction of the Contractor. The Owner shall be responsible to the Contractor for costs

incurred by the Contractor because of delays, improperly timed activities, damage to the Work or

defective construction of a separate contractor.

6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to

completed or partially completed construction or to property of the Owner or separate

contractors as provided in Subparagraph 10.2.5.

6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting

and patching as are described for the Contractor in Subparagraph 3.14.

6.3 OWNER’S RIGHT TO CLEAN UP

6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the

responsibility under their respective contracts for maintaining the premises and surrounding area

free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the

cost among those responsible.

ARTICLE 7 CHANGES IN THE WORK

7.1 GENERAL

7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without

invalidating the Contract, by Change Order, Construction Change Directive or order for a minor

change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract

Documents.

7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and

Architect; a Construction Change Directive requires agreement by the Owner and Architect and

may or may not be agreed to by the Contractor; an order for a minor change in the Work may be

issued by the Architect alone.

7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract

Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change

Order, Construction Change Directive or order for a minor change in the Work.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 26

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

7.2 CHANGE ORDERS

7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the

Owner, Contractor and Architect, stating their agreement upon all of the following:

.1 change in the Work;

.2 the amount of the adjustment, if any, in the Contract Sum; and

.3 the extent of the adjustment, if any, in the Contract Time.

7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed

in Subparagraph 7.3.3.

7.3 CONSTRUCTION CHANGE DIRECTIVES

7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed

by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if

any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change

Directive, without invalidating the Contract, order changes in the Work within the general scope

of the Contract consisting of additions, deletions or other revisions, the Contract Sum and

Contract Time being adjusted accordingly.

7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the

terms of a Change Order.

7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the

adjustment shall be based on one of the following methods:

.1 mutual acceptance of a lump sum properly itemized and supported by sufficient

substantiating data to permit evaluation;

.2 unit prices stated in the Contract Documents or subsequently agreed upon;

.3 cost to be determined in a manner agreed upon by the parties and a mutually

acceptable fixed or percentage fee; or

.4 as provided in Subparagraph 7.3.6.

7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed

with the change in the Work involved and advise the Architect of the Contractor’s agreement or

disagreement with the method, if any, provided in the Construction Change Directive for

determining the proposed adjustment in the Contract Sum or Contract Time.

7.3.5 A Construction Change Directive signed by the Contractor indicates the agreement of the

Contractor therewith, including adjustment in Contract Sum and Contract Time or the method

for determining them. Such agreement shall be effective immediately and shall be recorded as a

Change Order.

7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment

in the Contract Sum, the method and the adjustment shall be determined by the Architect on the

basis of reasonable expenditures and savings of those performing the Work attributable to the

change, including, in case of an increase in the Contract Sum, a reasonable allowance for overhead

and profit. In such case, and also under Clause 7.3.3.3, the Contractor shall keep and present, in

such form as the Architect may prescribe, an itemized accounting together with appropriate

supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of

this Subparagraph 7.3.6 shall be limited to the following:

.1 costs of labor, including social security, old age and unemployment insurance, fringe

benefits required by agreement or custom, and workers’ compensation insurance;

.2 costs of materials, supplies and equipment, including cost of transportation, whether

incorporated or consumed;

.3 rental costs of machinery and equipment, exclusive of hand tools, whether rented from

the Contractor or others;

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

.4 costs of premiums for all bonds and insurance, permit fees, and sales, use or similar

taxes related to the Work; and

.5 additional costs of supervision and field office personnel directly attributable to the

change.

7.3.7. The amount of credit to be allowed by the Contractor to the Owner for a deletion or

change which results in a net decrease in the Contract Sum shall be actual net cost as confirmed

by the Architect. When both additions and credits covering related Work or substitutions are

involved in a change, the allowance for overhead and profit shall be figured on the basis of net

increase, if any, with respect to that change.

7.3.8 Pending final determination of the total cost of a Construction Change Directive to the

Owner, amounts not in dispute for such changes in the Work shall be included in Applications for

Payment accompanied by a Change Order indicating the parties’ agreement with part or all of

such costs. For any portion of such cost that remains in dispute, the Architect will make an

interim determination for purposes of monthly certification for payment for those costs. That

determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject

to the right of either party to disagree and assert a claim in accordance with Article 4.

7.3.9 When the Owner and Contractor agree with the determination made by the Architect

concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach

agreement upon the adjustments, such agreement shall be effective immediately and shall be

recorded by preparation and execution of an appropriate Change Order.

7.4 MINOR CHANGES IN THE WORK

7.4.1 The Architect will have authority to order minor changes in the Work not involving adjust-

ment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent

of the Contract Documents. Such changes shall be effected by written order and shall be binding

on the Owner and Contractor. The Contractor shall carry out such written orders promptly.

ARTICLE 8 TIME

8.1 DEFINITIONS

8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized

adjustments, allotted in the Contract Documents for Substantial Completion of the Work.

8.1.2 The date of commencement of the Work is the date established in the Agreement.

8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance

with Paragraph 9.8.

8.1.4 The term “day” as used in the Contract Documents shall mean calendar day unless

otherwise specifically defined.

8.2 PROGRESS AND COMPLETION

8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By

executing the Agreement the Contractor confirms that the Contract Time is a reasonable period

for performing the Work.

8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in

writing, prematurely commence operations on the site or elsewhere prior to the effective date of

insurance required by Article 11 to be furnished by the Contractor and Owner. The date of

commencement of the Work shall not be changed by the effective date of such insurance. Unless

the date of commencement is established by the Contract Documents or a notice to proceed given

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 28

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

by the Owner, the Contractor shall notify the Owner in writing not less than five days or other

agreed period before commencing the Work to permit the timely filing of morgages, mechanic’s

liens and other security interests.

8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve

Substantial Completion within the Contract Time.

8.3 DELAYS AND EXTENSIONS OF TIME

8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by

an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor

employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual

delay in deliveries, unavoidable casualties or other causes beyond the Contractor’s control, or by

delay authorized by the Owner pending mediation and arbitration, or by other causes which the

Architect determines may justify delay, then the Contract Time shall be extended by Change Order

for such reasonable time as the Architect may determine.

8.3.2 Claims relating to time shall be made in accordance with applicable provisions of

Paragraph 4.3.

8.3.3 This Paragraph 8.3 does not preclude recovery of damages for delay by either party under

other provisions of the Contract Documents.

ARTICLE 9 PAYMENTS AND COMPLETION

9.1 CONTRACT SUM

9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the

total amount payable by the Owner to the Contractor for performance of the Work under the

Contract Documents.

9.2 SCHEDULE OF VALUES

9.2.1 Before the first Application for Payment, the Contractor shall submit to the Architect a

schedule of values allocated to various portions of the Work, prepared in such form and

supported by such data to substantiate its accuracy as the Architect may require. This schedule,

unless objected to by the Architect, shall be used as a basis for reviewing the Contractor’s

Applications for Payment.

9.3 APPLICATIONS FOR PAYMENT

9.3.1 At least ten days before the date established for each progress payment, the Contractor

shall submit to the Architect an itemized Application for Payment for operations completed in

accordance with the schedule of values. Such application shall be notarized, if required, and

supported by such data substantiating the Contractor’s right to payment as the Owner or

Architect may require, such as copies of requisitions from Subcontractors and material suppliers,

and reflecting retainage if provided for in the Contract Documents.

9.3.1.1 As provided in Subparagraph 7.3.8, such applications may include requests for payment on

account of changes in the Work which have been properly authorized by Construction Change

Directives, or by interim determinations of the Architect, but not yet included in Change Orders.

9.3.1.2 Such applications may not include requests for payment for portions of the Work for

which the Contractor does not intend to pay to a Subcontractor or material supplier, unless such

Work has been performed by others whom the Contractor intends to pay.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on

account of materials and equipment delivered and suitably stored at the site for subsequent

incorporation in the Work. If approved in advance by the Owner, payment may similarly be made

for materials and equipment suitably stored off the site at a location agreed upon in writing.

Payment for materials and equipment stored on or off the site shall be conditioned upon com-

pliance by the Contractor with procedures satisfactory to the Owner to establish the Owner’s title

to such materials and equipment or otherwise protect the Owner’s interest, and shall include the

costs of applicable insurance, storage and transportation to the site for such materials and

equipment stored off the site.

9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will

pass to the Owner no later than the time of payment. The Contractor further warrants that upon

submittal of an Application for Payment all Work for which Certificates for Payment have been

previously issued and payments received from the Owner shall, to the best of the Contractor’s

knowledge, information and belief, be free and clear of liens, claims, security interests or encum-

brances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities

making a claim by reason of having provided labor, materials and equipment relating to the Work.

9.4 CERTIFICATES FOR PAYMENT

9.4.1 The Architect will, within seven days after receipt of the Contractor’s Application for

Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for

such amount as the Architect determines is properly due, or notify the Contractor and Owner in

writing of the Architect’s reasons for withholding certification in whole or in part as provided in

Subparagraph 9.5.1.

9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect

to the Owner, based on the Architect’s evaluation of the Work and the data comprising the

Application for Payment, that the Work has progressed to the point indicated and that, to the best

of the Architect’s knowledge, information and belief, the quality of the Work is in accordance with

the Contract Documents. The foregoing representations are subject to an evaluation of the Work

for conformance with the Contract Documents upon Substantial Completion, to results of

subsequent tests and inspections, to correction of minor deviations from the Contract Documents

prior to completion and to specific qualifications expressed by the Architect. The issuance of a

Certificate for Payment will further constitute a representation that the Contractor is entitled to

payment in the amount certified. However, the issuance of a Certificate for Payment will not be

a representation that the Architect has (1) made exhaustive or continuous on-site inspections to

check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques,

sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and

material suppliers and other data requested by the Owner to substantiate the Contractor’s right to

payment, or (4) made examination to ascertain how or for what purpose the Contractor has used

money previously paid on account of the Contract Sum.

9.5 DECISIONS TO WITHHOLD CERTIFICATION

9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent

reasonably necessary to protect the Owner, if in the Architect’s opinion the representations to the

Owner required by Subparagraph 9.4.2 cannot be made. If the Architect is unable to certify

payment in the amount of the Application, the Architect will notify the Contractor and Owner as

provided in Subparagraph 9.4.1. If the Contractor and Architect cannot agree on a revised amount,

the Architect will promptly issue a Certificate for Payment for the amount for which the Architect

is able to make such representations to the Owner. The Architect may also withhold a Certificate

for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a

Certificate for Payment previously issued, to such extent as may be necessary in the Architect’s

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 30

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

opinion to protect the Owner from loss for which the Contractor is responsible, including loss

resulting from acts and omissions described in Subparagraph 3.3.2, because of:

.1 defective Work not remedied;

.2 third party claims filed or reasonable evidence indicating probable filing of such claims

unless security acceptable to the Owner is provided by the Contractor;

.3 failure of the Contractor to make payments properly to Subcontractors or for labor,

materials or equipment;

.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the

Contract Sum;

.5 damage to the Owner or another contractor;

.6 reasonable evidence that the Work will not be completed within the Contract Time, and

that the unpaid balance would not be adequate to cover actual or liquidated damages

for the anticipated delay; or

.7 persistent failure to carry out the Work in accordance with the Contract Documents.

9.5.2 When the above reasons for withholding certification are removed, certification will be

made for amounts previously withheld.

9.6 PROGRESS PAYMENTS

9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in

the manner and within the time provided in the Contract Documents, and shall so notify the

Architect.

9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the

Owner, out of the amount paid to the Contractor on account of such Subcontractor’s

portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages

actually retained from payments to the Contractor on account of such Subcontractor’s portion of

the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each

Subcontractor to make payments to Sub-subcontractors in a similar manner.

9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information

regarding percentages of completion or amounts applied for by the Contractor and action taken

thereon by the Architect and Owner on account of portions of the Work done by such

Subcontractor.

9.6.4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment

of money to a Subcontractor except as may otherwise be required by law.

9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in

Subparagraphs 9.6.2, 9.6.3 and 9.6.4.

9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the

Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract

Documents.

9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of

the Contract Sum, payments received by the Contractor for Work properly performed by

Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or

suppliers who performed Work or furnished materials, or both, under contract with the

Contractor for which payment was made by the Owner. Nothing contained herein shall require

money to be placed in a separate account and not commingled with money of the Contractor,

shall create any fiduciary liability or tort liability on the part of the Contractor for breach of trust

or shall entitle any person or entity to an award of punitive damages against the Contractor for

breach of the requirements of this provision.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

9.7 FAILURE OF PAYMENT

9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the

Contractor, within seven days after receipt of the Contractor’s Application for Payment, or if the

Owner does not pay the Contractor within seven days after the date established in the Contract

Documents the amount certified by the Architect or awarded by arbitration, then the Contractor

may, upon seven additional days’ written notice to the Owner and Architect, stop the Work until

payment of the amount owing has been received. The Contract Time shall be extended appropri-

ately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs

of shut-down, delay and start-up, plus interest as provided for in the Contract Documents.

9.8 SUBSTANTIAL COMPLETION

9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or

designated portion thereof is sufficiently complete in accordance with the Contract Documents

so that the Owner can occupy or utilize the Work for its intended use.

9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner

agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to

the Architect a comprehensive list of items to be completed or corrected prior to final payment.

Failure to include an item on such list does not alter the responsibility of the Contractor to

complete all Work in accordance with the Contract Documents.

9.8.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine

whether the Work or designated portion thereof is substantially complete. If the Architect’s

inspection discloses any item, whether or not included on the Contractor’s list, which is not

sufficiently complete in accordance with the Contract Documents so that the Owner can occupy

or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before

issuance of the Certificate of Substantial Completion, complete or correct such item upon

notification by the Architect. In such case, the Contractor shall then submit a request for another

inspection by the Architect to determine Substantial Completion.

9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will

prepare a Certificate of Substantial Completion which shall establish the date of Substantial

Completion, shall establish responsibilities of the Owner and Contractor for security,

maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within

which the Contractor shall finish all items on the list accompanying the Certificate. Warranties

required by the Contract Documents shall commence on the date of Substantial Completion of

the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial

Completion.

9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and

Contractor for their written acceptance of responsibilities assigned to them in such Certificate.

Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage

applying to such Work or designated portion thereof. Such payment shall be adjusted for Work

that is incomplete or not in accordance with the requirements of the Contract Documents.

9.9 PARTIAL OCCUPANCY OR USE

9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work

at any stage when such portion is designated by separate agreement with the Contractor,

provided such occupancy or use is consented to by the insurer as required under Clause 11.4.1.5 and

authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use

may commence whether or not the portion is substantially complete, provided the Owner and

Contractor have accepted in writing the responsibilities assigned to each of them for payments,

retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 32

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

have agreed in writing concerning the period for correction of the Work and commencement of

warranties required by the Contract Documents. When the Contractor considers a portion

substantially complete, the Contractor shall prepare and submit a list to the Architect as

provided under Subparagraph 9.8.2. Consent of the Contractor to partial occupancy or use shall

not be unreasonably withheld. The stage of the progress of the Work shall be determined by

written agreement between the Owner and Contractor or, if no agreement is reached, by decision

of the Architect.

9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect

shall jointly inspect the area to be occupied or portion of the Work to be used in order to

determine and record the condition of the Work.

9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the

Work shall not constitute acceptance of Work not complying with the requirements of the

Contract Documents.

9.10 FINAL COMPLETION AND FINAL PAYMENT

9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance

and upon receipt of a final Application for Payment, the Architect will promptly make such

inspection and, when the Architect finds the Work acceptable under the Contract Documents and

the Contract fully performed, the Architect will promptly issue a final Certificate for Payment

stating that to the best of the Architect’s knowledge, information and belief, and on the basis of

the Architect’s on-site visits and inspections, the Work has been completed in accordance with

terms and conditions of the Contract Documents and that the entire balance found to be due the

Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate

for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2

as precedent to the Contractor’s being entitled to final payment have been fulfilled.

9.10.2 Neither final payment nor any remaining retained percentage shall become due until the

Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and

equipment, and other indebtedness connected with the Work for which the Owner or the Owner’s

property might be responsible or encumbered (less amounts withheld by Owner) have been paid

or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract

Documents to remain in force after final payment is currently in effect and will not be canceled

or allowed to expire until at least 30 days’ prior written notice has been given to the Owner, (3) a

written statement that the Contractor knows of no substantial reason that the insurance will not

be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any,

to final payment and (5), if required by the Owner, other data establishing payment or

satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests

or encumbrances arising out of the Contract, to the extent and in such form as may be

designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the

Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner

against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall

refund to the Owner all money that the Owner may be compelled to pay in discharging such lien,

including all costs and reasonable attorneys’ fees.

9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed

through no fault of the Contractor or by issuance of Change Orders affecting final completion,

and the Architect so confirms, the Owner shall, upon application by the Contractor and certifi-

cation by the Architect, and without terminating the Contract, make payment of the balance due

for that portion of the Work fully completed and accepted. If the remaining balance for Work not

fully completed or corrected is less than retainage stipulated in the Contract Documents, and if

bonds have been furnished, the written consent of surety to payment of the balance due for that

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

portion of the Work fully completed and accepted shall be submitted by the Contractor to the

Architect prior to certification of such payment. Such payment shall be made under terms and

conditions governing final payment, except that it shall not constitute a waiver of claims.

9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except

those arising from:

.1 liens, Claims, security interests or encumbrances arising out of the Contract and

unsettled;

.2 failure of the Work to comply with the requirements of the Contract Documents; or

.3 terms of special warranties required by the Contract Documents.

9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall

constitute a waiver of claims by that payee except those previously made in writing and identified

by that payee as unsettled at the time of final Application for Payment.

ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY

10.1 SAFETY PRECAUTIONS AND PROGRAMS

10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety

precautions and programs in connection with the performance of the Contract.

10.2 SAFETY OF PERSONS AND PROPERTY

10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide

reasonable protection to prevent damage, injury or loss to:

.1 employees on the Work and other persons who may be affected thereby;

.2 the Work and materials and equipment to be incorporated therein, whether in storage

on or off the site, under care, custody or control of the Contractor or the Contractor’s

Subcontractors or Sub-subcontractors; and

.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks,

pavements, roadways, structures and utilities not designated for removal, relocation or

replacement in the course of construction.

10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules,

regulations and lawful orders of public authorities bearing on safety of persons or property or

their protection from damage, injury or loss.

10.2.3 The Contractor shall erect and maintain, as required by existing conditions and

performance of the Contract, reasonable safeguards for safety and protection, including posting

danger signs and other warnings against hazards, promulgating safety regulations and notifying

owners and users of adjacent sites and utilities.

10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual

methods are necessary for execution of the Work, the Contractor shall exercise utmost care and

carry on such activities under supervision of properly qualified personnel.

10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss

insured under property insurance required by the Contract Documents) to property referred to in

Clauses 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a

Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for

whose acts they may be liable and for which the Contractor is responsible under Clauses 10.2.1.2

and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or

anyone directly or indirectly employed by either of them, or by anyone for whose acts either of

them may be liable, and not attributable to the fault or negligence of the Contractor. The

foregoing obligations of the Contractor are in addition to the Contractor’s obligations under

Paragraph 3.18.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 34

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

10.2.6 The Contractor shall designate a responsible member of the Contractor’s organization at

the site whose duty shall be the prevention of accidents. This person shall be the Contractor’s

superintendent unless otherwise designated by the Contractor in writing to the Owner and

Architect.

10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded

so as to endanger its safety.

10.3 HAZARDOUS MATERIALS

10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death

to persons resulting from a material or substance, including but not limited to asbestos or

polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall,

upon recognizing the condition, immediately stop Work in the affected area and report the

condition to the Owner and Architect in writing.

10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or

absence of the material or substance reported by the Contractor and, in the event such material

or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise

required by the Contract Documents, the Owner shall furnish in writing to the Contractor and

Architect the names and qualifications of persons or entities who are to perform tests verifying

the presence or absence of such material or substance or who are to perform the task of removal

or safe containment of such material or substance. The Contractor and the Architect will

promptly reply to the Owner in writing stating whether or not either has reasonable objection to

the persons or entities proposed by the Owner. If either the Contractor or Architect has an

objection to a person or entity proposed by the Owner, the Owner shall propose another to whom

the Contractor and the Architect have no reasonable objection. When the material or substance

has been rendered harmless, Work in the affected area shall resume upon written agreement of the

Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum

shall be increased in the amount of the Contractor’s reasonable additional costs of shut-down,

delay and start-up, which adjustments shall be accomplished as provided in Article 7.

10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the

Contractor, Subcontractors, Architect, Architect’s consultants and agents and employees of any of

them from and against claims, damages, losses and expenses, including but not limited to attor-

neys’ fees, arising out of or resulting from performance of the Work in the affected area if in fact

the material or substance presents the risk of bodily injury or death as described in Subparagraph

10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is

attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible

property (other than the Work itself) and provided that such damage, loss or expense is not due

to the sole negligence of a party seeking indemnity.

10.4 The Owner shall not be responsible under Paragraph 10.3 for materials and substances

brought to the site by the Contractor unless such materials or substances were required by the

Contract Documents.

10.5 If, without negligence on the part of the Contractor, the Contractor is held liable for the

cost of remediation of a hazardous material or substance solely by reason of performing Work as

required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and

expense thereby incurred.

10.6 EMERGENCIES

10.6.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the

Contractor’s discretion, to prevent threatened damage, injury or loss. Additional compensation or

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

extension of time claimed by the Contractor on account of an emergency shall be determined as

provided in Paragraph 4.3 and Article 7.

ARTICLE 11 INSURANCE AND BONDS

11.1 CONTRACTOR’S LIABILITY INSURANCE

11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully

authorized to do business in the jurisdiction in which the Project is located such insurance as will

protect the Contractor from claims set forth below which may arise out of or result from the

Contractor’s operations under the Contract and for which the Contractor may be legally liable,

whether such operations be by the Contractor or by a Subcontractor or by anyone directly or

indirectly employed by any of them, or by anyone for whose acts any of them may be liable:

.1 claims under workers’ compensation, disability benefit and other similar employee

benefit acts which are applicable to the Work to be performed;

.2 claims for damages because of bodily injury, occupational sickness or disease, or death

of the Contractor’s employees;

.3 claims for damages because of bodily injury, sickness or disease, or death of any person

other than the Contractor’s employees;

.4 claims for damages insured by usual personal injury liability coverage;

.5 claims for damages, other than to the Work itself, because of injury to or destruction of

tangible property, including loss of use resulting therefrom;

.6 claims for damages because of bodily injury, death of a person or property damage

arising out of ownership, maintenance or use of a motor vehicle;

.7 claims for bodily injury or property damage arising out of completed operations; and

.8 claims involving contractual liability insurance applicable to the Contractor’s

obligations under Paragraph 3.18.

11.1.2 The insurance required by Subparagraph 11.1.1 shall be written for not less than limits of

liability specified in the Contract Documents or required by law, whichever coverage is greater.

Coverages, whether written on an occurrence or claims-made basis, shall be maintained without

interruption from date of commencement of the Work until date of final payment and

termination of any coverage required to be maintained after final payment.

11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to

commencement of the Work. These certificates and the insurance policies required by this

Paragraph 11.1 shall contain a provision that coverages afforded under the policies will not be

canceled or allowed to expire until at least 30 days’ prior written notice has been given to the

Owner. If any of the foregoing insurance coverages are required to remain in force after final

payment and are reasonably available, an additional certificate evidencing continuation of such

coverage shall be submitted with the final Application for Payment as required by Subparagraph

9.10.2. Information concerning reduction of coverage on account of revised limits or claims paid

under the General Aggregate, or both, shall be furnished by the Contractor with reasonable

promptness in accordance with the Contractor’s information and belief.

11.2 OWNER’S LIABILITY INSURANCE

11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner’s usual

liability insurance.

11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE

11.3.1 Optionally, the Owner may require the Contractor to purchase and maintain Project

Management Protective Liability insurance from the Contractor’s usual sources as primary

coverage for the Owner’s, Contractor’s and Architect’s vicarious liability for construction

operations under the Contract. Unless otherwise required by the Contract Documents, the Owner

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 36

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

shall reimburse the Contractor by increasing the Contract Sum to pay the cost of purchasing and

maintaining such optional insurance coverage, and the Contractor shall not be responsible for

purchasing any other liability insurance on behalf of the Owner. The minimum limits of

liability purchased with such coverage shall be equal to the aggregate of the limits required for

Contractor’s Liability Insurance under Clauses 11.1.1.2 through 11.1.1.5.

11.3.2 To the extent damages are covered by Project Management Protective Liability insurance,

the Owner, Contractor and Architect waive all rights against each other for damages, except such

rights as they may have to the proceeds of such insurance. The policy shall provide for such

waivers of subrogation by endorsement or otherwise.

11.3.3 The Owner shall not require the Contractor to include the Owner, Architect or other

persons or entities as additional insureds on the Contractor’s Liability Insurance coverage under

Paragraph 11.1.

11.4 PROPERTY INSURANCE

11.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or

companies lawfully authorized to do business in the jurisdiction in which the Project is located,

property insurance written on a builder’s risk “all-risk” or equivalent policy form in the amount

of the initial Contract Sum, plus value of subsequent Contract modifications and cost of

materials supplied or installed by others, comprising total value for the entire Project at the site

on a replacement cost basis without optional deductibles. Such property insurance shall be

maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing

by all persons and entities who are beneficiaries of such insurance, until final payment has been

made as provided in Paragraph 9.10 or until no person or entity other than the Owner has an

insurable interest in the property required by this Paragraph 11.4 to be covered, whichever is later.

This insurance shall include interests of the Owner, the Contractor, Subcontractors and

Sub-subcontractors in the Project.

11.4.1.1 Property insurance shall be on an “all-risk” or equivalent policy form and shall include,

without limitation, insurance against the perils of fire (with extended coverage) and physical loss

or damage including, without duplication of coverage, theft, vandalism, malicious mischief,

collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and

debris removal including demolition occasioned by enforcement of any applicable legal

requirements, and shall cover reasonable compensation for Architect’s and Contractor’s services

and expenses required as a result of such insured loss.

11.4.1.2 If the Owner does not intend to purchase such property insurance required by the

Contract and with all of the coverages in the amount described above, the Owner shall so inform

the Contractor in writing prior to commencement of the Work. The Contractor may then effect

insurance which will protect the interests of the Contractor, Subcontractors and

Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof shall be

charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to

purchase or maintain insurance as described above, without so notifying the Contractor in

writing, then the Owner shall bear all reasonable costs properly attributable thereto.

11.4.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered

because of such deductibles.

11.4.1.4 This property insurance shall cover portions of the Work stored off the site, and also

portions of the Work in transit.

11.4.1.5 Partial occupancy or use in accordance with Paragraph 9.9 shall not commence until the

insurance company or companies providing property insurance have consented to such partial

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take

reasonable steps to obtain consent of the insurance company or companies and shall, without

mutual written consent, take no action with respect to partial occupancy or use that would cause

cancellation, lapse or reduction of insurance.

11.4.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and

machinery insurance required by the Contract Documents or by law, which shall specifically cover

such insured objects during installation and until final acceptance by the Owner; this insurance

shall include interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the

Work, and the Owner and Contractor shall be named insureds.

11.4.3 Loss of Use Insurance. The Owner, at the Owner’s option, may purchase and maintain

such insurance as will insure the Owner against loss of use of the Owner’s property due to fire or

other hazards, however caused. The Owner waives all rights of action against the Contractor for

loss of use of the Owner’s property, including consequential losses due to fire or other hazards

however caused.

11.4.4 If the Contractor requests in writing that insurance for risks other than those described

herein or other special causes of loss be included in the property insurance policy, the Owner

shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor

by appropriate Change Order.

11.4.5 If during the Project construction period the Owner insures properties, real or personal or

both, at or adjacent to the site by property insurance under policies separate from those insuring

the Project, or if after final payment property insurance is to be provided on the completed Project

through a policy or policies other than those insuring the Project during the construction period,

the Owner shall waive all rights in accordance with the terms of Subparagraph 11.4.7 for damages

caused by fire or other causes of loss covered by this separate property insurance. All separate

policies shall provide this waiver of subrogation by endorsement or otherwise.

11.4.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of

each policy that includes insurance coverages required by this Paragraph 11.4. Each policy shall

contain all generally applicable conditions, definitions, exclusions and endorsements related to

this Project. Each policy shall contain a provision that the policy will not be canceled or allowed

to expire, and that its limits will not be reduced, until at least 30 days’prior written notice has been

given to the Contractor.

11.4.7 Waivers of Subrogation. The Owner and Contractor waive all rights against (1) each other

and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and

(2) the Architect, Architect’s consultants, separate contractors described in Article 6, if any, and

any of their subcontractors, sub-subcontractors, agents and employees, for damages caused by fire

or other causes of loss to the extent covered by property insurance obtained pursuant to this

Paragraph 11.4 or other property insurance applicable to the Work, except such rights as they have

to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as

appropriate, shall require of the Architect, Architect’s consultants, separate contractors described

in Article 6, if any, and the subcontractors, sub-subcontractors, agents and employees of any of

them, by appropriate agreements, written where legally required for validity, similar waivers each

in favor of other parties enumerated herein. The policies shall provide such waivers of

subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a

person or entity even though that person or entity would otherwise have a duty of indemnifica-

tion, contractual or otherwise, did not pay the insurance premium directly or indirectly, and

whether or not the person or entity had an insurable interest in the property damaged.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 38

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

11.4.8 A loss insured under Owner’s property insurance shall be adjusted by the Owner as

fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may

appear, subject to requirements of any applicable mortgagee clause and of Subparagraph 11.4.10.

The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the

Contractor, and by appropriate agreements, written where legally required for validity, shall

require Subcontractors to make payments to their Sub-subcontractors in similar manner.

11.4.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence

of an insured loss, give bond for proper performance of the Owner’s duties. The cost of required

bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a

separate account proceeds so received, which the Owner shall distribute in accordance with such

agreement as the parties in interest may reach, or in accordance with an arbitration award in

which case the procedure shall be as provided in Paragraph 4.6. If after such loss no other special

agreement is made and unless the Owner terminates the Contract for convenience, replacement

of damaged property shall be performed by the Contractor after notification of a Change in the

Work in accordance with Article 7.

11.4.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one

of the parties in interest shall object in writing within five days after occurrence of loss to the

Owner’s exercise of this power; if such objection is made, the dispute shall be resolved as

provided in Paragraphs 4.5 and 4.6. The Owner as fiduciary shall, in the case of arbitration, make

settlement with insurers in accordance with directions of the arbitrators. If distribution of

insurance proceeds by arbitration is required, the arbitrators will direct such distribution.

11.5 PERFORMANCE BOND AND PAYMENT BOND

11.5.1 The Owner shall have the right to require the Contractor to furnish bonds covering

faithful performance of the Contract and payment of obligations arising thereunder as stipulated

in bidding requirements or specifically required in the Contract Documents on the date of

execution of the Contract.

11.5.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds

covering payment of obligations arising under the Contract, the Contractor shall promptly

furnish a copy of the bonds or shall permit a copy to be made.

ARTICLE 12 UNCOVERING AND CORRECTION OF WORK

12.1 UNCOVERING OF WORK

12.1.1 If a portion of the Work is covered contrary to the Architect’s request or to requirements

specifically expressed in the Contract Documents, it must, if required in writing by the Architect,

be uncovered for the Architect’s examination and be replaced at the Contractor’s expense without

change in the Contract Time.

12.1.2 If a portion of the Work has been covered which the Architect has not specifically

requested to examine prior to its being covered, the Architect may request to see such Work and

it shall be uncovered by the Contractor. If such Work is in accordance with the Contract

Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the

Owner’s expense. If such Work is not in accordance with the Contract Documents, correction

shall be at the Contractor’s expense unless the condition was caused by the Owner or a separate

contractor in which event the Owner shall be responsible for payment of such costs.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

12.2 CORRECTION OF WORK

12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION

12.2.1.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform

to the requirements of the Contract Documents, whether discovered before or after Substantial

Completion and whether or not fabricated, installed or completed. Costs of correcting such

rejected Work, including additional testing and inspections and compensation for the Architect’s

services and expenses made necessary thereby, shall be at the Contractor’s expense.

12.2.2 AFTER SUBSTANTIAL COMPLETION

12.2.2.1 In addition to the Contractor’s obligations under Paragraph 3.5, if, within one year after the

date of Substantial Completion of the Work or designated portion thereof or after the date for

commencement of warranties established under Subparagraph 9.9.1, or by terms of an applicable

special warranty required by the Contract Documents, any of the Work is found to be not in

accordance with the requirements of the Contract Documents, the Contractor shall correct it

promptly after receipt of written notice from the Owner to do so unless the Owner has

previously given the Contractor a written acceptance of such condition. The Owner shall give

such notice promptly after discovery of the condition. During the one-year period for correction

of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to

make the correction, the Owner waives the rights to require correction by the Contractor and to

make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work

within a reasonable time during that period after receipt of notice from the Owner or Architect,

the Owner may correct it in accordance with Paragraph 2.4.

12.2.2.2The one-year period for correction of Work shall be extended with respect to portions of

Work first performed after Substantial Completion by the period of time between Substantial

Completion and the actual performance of the Work.

12.2.2.3The one-year period for correction of Work shall not be extended by corrective Work

performed by the Contractor pursuant to this Paragraph 12.2.

12.2.3 The Contractor shall remove from the site portions of the Work which are not in

accordance with the requirements of the Contract Documents and are neither corrected by the

Contractor nor accepted by the Owner.

12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction,

whether completed or partially completed, of the Owner or separate contractors caused by the

Contractor’s correction or removal of Work which is not in accordance with the requirements of

the Contract Documents.

12.2.5 Nothing contained in this Paragraph 12.2 shall be construed to establish a period of

limitation with respect to other obligations which the Contractor might have under the Contract

Documents. Establishment of the one-year period for correction of Work as described in

Subparagraph 12.2.2 relates only to the specific obligation of the Contractor to correct the Work,

and has no relationship to the time within which the obligation to comply with the Contract

Documents may be sought to be enforced, nor to the time within which proceedings may be

commenced to establish the Contractor’s liability with respect to the Contractor’s obligations

other than specifically to correct the Work.

12.3 ACCEPTANCE OF NONCONFORMING WORK

12.3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of

the Contract Documents, the Owner may do so instead of requiring its removal and correction,

in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment

shall be effected whether or not final payment has been made.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 40

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

ARTICLE 13 MISCELLANEOUS PROVISIONS

13.1 GOVERNING LAW

13.1.1 The Contract shall be governed by the law of the place where the Project is located.

13.2 SUCCESSORS AND ASSIGNS

13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns

and legal representatives to the other party hereto and to partners, successors, assigns and legal

representatives of such other party in respect to covenants, agreements and obligations contained

in the Contract Documents. Except as provided in Subparagraph 13.2.2, neither party to the

Contract shall assign the Contract as a whole without written consent of the other. If either party

attempts to make such an assignment without such consent, that party shall nevertheless remain

legally responsible for all obligations under the Contract.

13.2.2 The Owner may, without consent of the Contractor, assign the Contract to an

institutional lender providing construction financing for the Project. In such event, the lender

shall assume the Owner’s rights and obligations under the Contract Documents. The Contractor

shall execute all consents reasonably required to facilitate such assignment.

13.3 WRITTEN NOTICE

13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the

individual or a member of the firm or entity or to an officer of the corporation for which it was

intended, or if delivered at or sent by registered or certified mail to the last business address known

to the party giving notice.

13.4 RIGHTS AND REMEDIES

13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies

available thereunder shall be in addition to and not a limitation of duties, obligations, rights and

remedies otherwise imposed or available by law.

13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver

of a right or duty afforded them under the Contract, nor shall such action or failure to act

constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed

in writing.

13.5 TESTS AND INSPECTIONS

13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract

Documents or by laws, ordinances, rules, regulations or orders of public authorities having

jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall

make arrangements for such tests, inspections and approvals with an independent testing

laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall

bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect

timely notice of when and where tests and inspections are to be made so that the Architect may

be present for such procedures. The Owner shall bear costs of tests, inspections or approvals

which do not become requirements until after bids are received or negotiations concluded.

13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions

of the Work require additional testing, inspection or approval not included under Subparagraph

13.5.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to

make arrangements for such additional testing, inspection or approval by an entity acceptable to

the Owner, and the Contractor shall give timely notice to the Architect of when and where tests

and inspections are to be made so that the Architect may be present for such procedures. Such

costs, except as provided in Subparagraph 13.5.3, shall be at the Owner’s expense.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

13.5.3 If such procedures for testing, inspection or approval under Subparagraphs 13.5.1 and 13.5.2

reveal failure of the portions of the Work to comply with requirements established by the

Contract Documents, all costs made necessary by such failure including those of repeated

procedures and compensation for the Architect’s services and expenses shall be at the Contractor’s

expense.

13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by

the Contract Documents, be secured by the Contractor and promptly delivered to the Architect.

13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract

Documents, the Architect will do so promptly and, where practicable, at the normal place

of testing.

13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made

promptly to avoid unreasonable delay in the Work.

13.6 INTEREST

13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date

payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at

the legal rate prevailing from time to time at the place where the Project is located.

13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD

13.7.1 As between the Owner and Contractor:

.1 Before Substantial Completion. As to acts or failures to act occurring prior to the

relevant date of Substantial Completion, any applicable statute of limitations shall

commence to run and any alleged cause of action shall be deemed to have accrued in

any and all events not later than such date of Substantial Completion;

.2 Between Substantial Completion and Final Certificate for Payment. As to acts or

failures to act occurring subsequent to the relevant date of Substantial Completion and

prior to issuance of the final Certificate for Payment, any applicable statute of

limitations shall commence to run and any alleged cause of action shall be deemed to

have accrued in any and all events not later than the date of issuance of the final

Certificate for Payment; and

.3 After Final Certificate for Payment. As to acts or failures to act occurring after the

relevant date of issuance of the final Certificate for Payment, any applicable statute of

limitations shall commence to run and any alleged cause of action shall be deemed to

have accrued in any and all events not later than the date of any act or failure to act by

the Contractor pursuant to any Warranty provided under Paragraph 3.5, the date of any

correction of the Work or failure to correct the Work by the Contractor under Paragraph

12.2, or the date of actual commission of any other act or failure to perform any duty or

obligation by the Contractor or Owner, whichever occurs last.

ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT

14.1 TERMINATION BY THE CONTRACTOR

14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 con-

secutive days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or

their agents or employees or any other persons or entities performing portions of the Work under

direct or indirect contract with the Contractor, for any of the following reasons:

.1 issuance of an order of a court or other public authority having jurisdiction which

requires all Work to be stopped;

.2 an act of government, such as a declaration of national emergency which requires all

Wor k to be s toppe d;

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 42

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

.3 because the Architect has not issued a Certificate for Payment and has not notified the

Contractor of the reason for withholding certification as provided in Subparagraph

9.4.1, or because the Owner has not made payment on a Certificate for Payment within

the time stated in the Contract Documents; or

.4 the Owner has failed to furnish to the Contractor promptly, upon the Contractor’s

request, reasonable evidence as required by Subparagraph 2.2.1.

14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor

or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or

entities performing portions of the Work under direct or indirect contract with the Contractor,

repeated suspensions, delays or interruptions of the entire Work by the Owner as described in

Paragraph 14.3 constitute in the aggregate more than 100 percent of the total number of days

scheduled for completion, or 120 days in any 365-day period, whichever is less.

14.1.3 If one of the reasons described in Subparagraph 14.1.1 or 14.1.2 exists, the Contractor may,

upon seven days’ written notice to the Owner and Architect, terminate the Contract and recover

from the Owner payment for Work executed and for proven loss with respect to materials,

equipment, tools, and construction equipment and machinery, including reasonable overhead,

profit and damages.

14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the

Contractor or a Subcontractor or their agents or employees or any other persons performing

portions of the Work under contract with the Contractor because the Owner has persistently

failed to fulfill the Owner’s obligations under the Contract Documents with respect to matters

important to the progress of the Work, the Contractor may, upon seven additional days’ written

notice to the Owner and the Architect, terminate the Contract and recover from the Owner as

provided in Subparagraph 14.1.3.

14.2 TERMINATION BY THE OWNER FOR CAUSE

14.2.1 The Owner may terminate the Contract if the Contractor:

.1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or

proper materials;

.2 fails to make payment to Subcontractors for materials or labor in accordance with the

respective agreements between the Contractor and the Subcontractors;

.3 persistently disregards laws, ordinances, or rules, regulations or orders of a public

authority having jurisdiction; or

.4 otherwise is guilty of substantial breach of a provision of the Contract Documents.

14.2.2 When any of the above reasons exist, the Owner, upon certification by the Architect that

sufficient cause exists to justify such action, may without prejudice to any other rights or

remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven

days’ written notice, terminate employment of the Contractor and may, subject to any prior rights

of the surety:

.1 take possession of the site and of all materials, equipment, tools, and construction

equipment and machinery thereon owned by the Contractor;

.2 accept assignment of subcontracts pursuant to Paragraph 5.4; and

.3 finish the Work by whatever reasonable method the Owner may deem expedient. Upon

request of the Contractor, the Owner shall furnish to the Contractor a detailed

accounting of the costs incurred by the Owner in finishing the Work.

14.2.3 When the Owner terminates the Contract for one of the reasons stated in

Subparagraph 14.2.1, the Contractor shall not be entitled to receive further payment until the Work

is finished.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

The American Institute of Architects is pleased to provide this sample copy of an AIA Contract Document for educational purposes. Created with the

consensus of contractors, attorneys, architects and engineers, the AIA Contract Documents represent over 110 years of legal precedent.

Reproduced with permission of The American Institute of Architects, 1735 New York Avenue NW, Washington D.C. 20006. For more information or to

purchase AIA Contract Documents, visit www.aia.org.

SAMPLE

14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including

compensation for the Architect’s services and expenses made necessary thereby, and other

damages incurred by the Owner and not expressly waived, such excess shall be paid to the

Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the dif-

ference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall

be certified by the Architect, upon application, and this obligation for payment shall survive

termination of the Contract.

14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE

14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or inter-

rupt the Work in whole or in part for such period of time as the Owner may determine.

14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time

caused by suspension, delay or interruption as described in Subparagraph 14.3.1. Adjustment of the

Contract Sum shall include profit. No adjustment shall be made to the extent:

.1 that performance is, was or would have been so suspended, delayed or interrupted by

another cause for which the Contractor is responsible; or

.2 that an equitable adjustment is made or denied under another provision of the

Contract.

14.4 TERMINATION BY THE OWNER FOR CONVENIENCE

14.4.1 The Owner may, at any time, terminate the Contract for the Owner’s convenience and

without cause.

14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner’s

convenience, the Contractor shall:

.1 cease operations as directed by the Owner in the notice;

.2 take actions necessary, or that the Owner may direct, for the protection and

preservation of the Work; and

.3 except for Work directed to be performed prior to the effective date of termination

stated in the notice, terminate all existing subcontracts and purchase orders and enter

into no further subcontracts and purchase orders.

14.4.3 In case of such termination for the Owner’s convenience, the Contractor shall be entitled

to receive payment for Work executed, and costs incurred by reason of such termination, along

with reasonable overhead and profit on the Work not executed.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

AIA DOCUMENT A201-1997

GENERAL CONDITIONS

OF THE CONTRACT FOR

CONSTRUCTION

The American Institute

of Architects

1735 New York Avenue, N.W.

Washington, D.C. 20006-5292 44

9/97

A21A0XXAA AIA A201

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