R00-093RESOLUTION NO. R00-
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND
APPROVING A CONSTRUCTION SURETY ESCROW
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH
AND BILL R. WINCHSTER, ELSIE A. WINCHESTER AND
M. FRANK FINFROCK, CO-TRUSTEES OF THE KNUTH
ROAD TRUST, AND SCHROEDER AND LARCHE, P.A.
(ESCROW AGENTS) FOR THE CONSTRUCTION OF
KNUTH ROAD; AUTHORIZING AND DIRECTING THE
MAYOR AND CITY CLERK TO EXECUTE SAID
AGREEMENT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Commission, upon recommendation of staff, has
deemed it to be in the best interests of the citizens and residents of the City of
Boynton Beach to enter into an Escrow Agreement between the City, Bill R.
Winchester, Elsie A. Winchester and M. Frank Finfrock, Co-Trustees of the Knuth
Road Trust, and Schroeder and Larche, P.A. as escrow agents, for the construction
of Knuth Road;
NOW, THEREFORE, BE IT RESOLVED BY THE Ct'TY COMM]:SSION OF
THE CI'TY OF BOYNTON BEACH, FLORI'DA, THAT:
Section 1. The City Commission of the City of Boynton Beach, Florida does
hereby authorize and approve a Construction Surety Escrow Agreement between the
City of Boynton Beach, Bill R. Winchester, Elsie A. Winchester and M. Frank Finfrock,
Co-Trustees of the Knuth Road Trust, and Schroeder and Larche, P.A., Escrow
Agents, a copy of which Agreement is attached hereto as Exhibit "A".
Section 2. The Mayor and City Clerk are authorized and directed to execute
said Agreement.
Section 3. This Resolution shall become effective immediately upon
passage.
PASSED AND ADOPTED this --~ day of 3uly, 2000.
CITY ~ BOY~O~ BI~CH, F~ORIDA
Mayor~...~ ' ~')
Vice ~agor
M r Pro
Cit~ Clerk
Commissioner
~er 062~0
PR~PAR~.D BY:
Nicholas I. Igwe, Esq.
Assistant City Attorney
Cit¥o[ Bolmton Beach
100 E. Boynton Beach Boulevard
Bola~ton Beach, Florida 33425-0310
DRAINAGE EASEMENT
This Drainage Easement made thio day of June, 2000,
between STONIDIAV~N~AS$OCIATION,---~., a Floridanot-for-
profit corporation (hereinafter referred to as "Association"), and
the CITY OF BOYlqTON BEACH, a Florida euini¢ipal corporation
(hereina£ter referred to as "City").
IOI~, Association is the homeowners association for the
residential community known as "Stonehaven#, located within the
Stonehaven PUD ('Stonehaven") situated in Palm Beach County,
Florida, a~d administers, operates and controls the common areas,
including the storm water drainage system and facilities lying
within and serving s.tonehaven; and
....... WHEREAS, City owns the public right-of-way for Knuth Road
£rontin9 on Stonehavenl and
WHEREAS, City desires to discharge atom water runo£f from
Kzluth Road into the private drainage system located with/n
Stonehaven.
NOW, THEREFORE, for and in consideration of the premises and
conditions contained herein, and for other good and valuable
consideration, the receipt and sufficiency o£ which is hereby
acknowledged, the parties agree as £ollows~
1. The £oregoing Recitals are hereby ratified and confirmed
as being true and correct and are incorporated herein by this
reference.
2. Associationherebygra~ts. bargair~, sells and conveys to
City all easement o~er, upon, under ~d th~oush the pro~rty
described on Exhibit "A" here~o ("Easement Area,~, for the purpose
si discharging storm water, in perpetuity, from Knuth Road right-
of-way into the private s=orm water drainage system located within
Stonehaven.
3. ASsociation Xs the fee simple owner of the Easement Area.
4. Association further grants City the right (i) to perform
emergen=y maintenance on the private drainage system, without
notice, when necessary =o maintain sa~sfactory drainage of Knuth
Road a~ to prevent roadway [looding, and (ii) to restrict any
development or alteration of =he storm water system and facilities
located within Stonehaven if such development or alteration will
diminish drainage capacity.
5. Primary responsibility for maintenance of the private
drainage system remains withAssociation.
6. Association hereby agrees to 9rant no other easement or
license or make any'c~venants or pe~t the placement of structures
or £acilities on =he ~asemen~ Area having the effect of interfering
with easement granted herein.
7. The provision of this Easement shall be binding on the
Association, its successors and assigns as a covenant running with
a~d bind/ng upon the Easement Area.
8. This Easement shall not be released or amended without
the ex, tess written consent of the City as evidencedbya document
signed with the same formalities as this document.
9. ~ach person signing this agree~en~ on behalf of either
party ind/vidually warrants tha~ he or she has full legal power to
execute this agreemen~ on behalf of the party for who~he or she is
si~ni~g and to bind and obligate such party with respec~ to all
provisions contained herein.
10. Upon execution of =his ~jreeu~nt. City shall record same
in the Public Records of Palm Beach County, Florida.
IN WITNESS ~IBREOF, the parties hereto have executed this
~reement by their duly authorized representatives on the date
above wr£tten.
Signed, sealed and delivered
in the presence of~
Prin= Name of Wi=ness
STO~HAVEN HOMeOWNerS
ASSOCIATION, INC.
a Florida no=-for-pro~i=
Pr~n= Na~e of Per,on
signing
CITY OF ~OYNTC~ BP2tCH,
~" Pr~n~ Name o~ Person
Prin~ Name of Wi=ness Si~in~
LAND DESCRIPTION
10' DIUUNAGE ~ENT
S~VEN-.q. AT NO.1 (PUD)
~ m~he moull~mm~ ~w ~ LM 1M in .aid STONEI~VEN-PI.(T I~.1 (PUD);
THENCE Sou~ 01'1(~ 2.' ~ ~ ~e e~ IM MMd TrI(:~'A: 5.00 feel;
~ ,ne M Kn~h Roed (CO' dOht-ot-way);
TNENCE ~ ~'48~' EMI, 60.00 f~t ID I~ mlrm M md Trmt 'A'; ~
STATE OF FLORIDA
COUNTY OF PALM ~EACli)
Then foregoing instrumenC wa~~dg~d~.b,.e.f~re~__~ on
· ~ i'1 ~ , 2000, by · ~ -. ~-~ ~ .~f
~- as -- - - .. o
S~~ H~~S ~S~ZATION, INC., a Fl~ida ~-for-prof~t
co~ra~on, on behalf ~ ~be cg~racion. ~/She is ~reonally
Pr~nc, ~ or SCa~ C~esio~d
N~ o~ NoCa~ ~lic - Sta~e
Of Florida
Ny Com~isslon Expires:
Ny Coawiselon Number:
My NoCary Seal:
STATE OF FLORIDA )
COUNTY OF PAI~
__. The foregoing inscrumen~ was ackn~gwl~dg~ before me on
- _-.--- _ . , , 2000, by ~R,,=IW r.
CI~ O~ ~~ 'B~, a Flori~ ~ici~ c~ac~on, on ~half
o~ =~ co~=~on. He/She ia ~roo~lly ~ =o ~s pr~uc~
as idenCif~cacion.
My NoCary Seal=
FrinC, Type or S(amp ¢o~issioned
Name o~ No~azy Public -
Of Florida ~Y~a 8ar~m M.~
4
05/10/00
09:56
SCHROEDER P,. LARCHE, P.A.
N0.042 QOJ
kNU~H ROAD CONSTRUCTION SURETY ESCROW AGREEM~Tr
(/
This Escrow Agreement is made and entered into this day of
, 2000, by and among Bill R. WinchesterT-~lsie A.
Winchester and M. Frank Finfrock, Co-Trustees .of the Knuth Road
Trust dated as of November 15, 1996 ("Trust"), the City of Bo!rnton
Beach, Boynton Beach, Florida ("City") and Schroeder and Larche,
P.A. ("Escrow Agent").
RECITALS
A. City has mandated that Knuth Road be constructed from its
~resent terminus south of Boynton Beach Boulevard so as to connect
w~th Woolbright ROad.
.~ B. Trust is the owner of a parcel of real property located
ih the southwest corner of the intersection of Boynton Beach
Boulevard and Knuth Road (the "Trust Property"), as described on
Exhibit "A".
C. The City of Soynton Beach has imposed upon the Trust
Property the obligation to construct Knuth Road from its present:
terminus south of Boynton Beach Boulevard to the south side of the=
L-25 Lake Worth Drainage District Canal in accordance with plans:
and specifications for same prepared by Shah, Drotos & Associate~
as approved by the City prior to the date hereof ("Trust Phase").
D. Palm Beach County has approved certain portions of the
construction of Knuth Road and certain related improvements for
credit against traffic impact fees which would otherwise be payable
in conjunction with the development of the Trust Property.
E. Applicable regulations of the City require that prior to
commencement of construction of the road, suitable bond or other
surety must be established to insure completion of construction.
F. In accordance with applicable regulations of the City,
the execution of this Agreement and the payment into escrow of the
funds contemplated hereby in accordance herewith shall serve to
constitute compliance with the City's bonding/surety requirement
with respect to the construct/on of the Trust Phase of Knuth Road.
G. Trust intends to enter into a contract With Ryan
Incorporated, Inc. ("Contractor") for theconstruction of the Tr~st
Phase of Knuth Road, a copy of which Contract is attached hereto as
Exhibit "B".
H. The parties have agreed to enter into this Agreement to
confirm (i) that the delivery of the Escrowed Funds to the Escrow
Agent shall satisfy the condition and requirement of the City of
Boynton Beach for bonding the construction of the Trust Phase of
0010-056
MAY 10 '00 10:38
Page I of 8
5612410~98
PAGE. 03
05/10/00 09:56 SCHROEDER & LARCHE, P.A. N0.042 Q04
Knuth Ro~d~ and (ii) the terms and conditions under which the
Escrow Agent shall hold and disburse the Escrowed Funds.
NOW, THEREFORE, in consideration of the covenants and
conditions herein contained and other good and valuable
consideration, =he receipt and sufficiency of which are hereby
acknowledged, =he parties apres as follows:
correct.
The Recitals set forth above are true and
2. Satisfaction Of ~oadition. The City acknowledges that
the requirement that a bond or ocher surety be posted with respect
to the construction of the Trust Phase of Knuth Road shall be
deemed satisfied by=he payment to the Escrow Agent of the Escrowed
Funds in accordance with the terms of this Agreement.
3. D_el~v_er? o~ Escrowed Funds. Escrow Agent hereby
acknowledges that Trust has delivered =o Escrow Agent the sum of
$ 109,981.47 representing one hundred ten (110%) percent of the
costs of construction of the Trust Phase as evidenced by the
Contract (the "Escrowed Funds").
4. Disbursement of Es.~.r_~ed Funds. The Escrow Agent shall=
hold the Escrowed Funds in escrow and shall disburse them strictly:
in accordance with =he following=
A. The Contractor shall submit draw requests
simultaneously =o Escrow Agent .and =he Development Department at
the City of Boynton Beach and such draw requests shall be in a form
acceptable to the City and shall iCe~ize the work for which payment
is being requested.
B. The City shall cause =he work for which payment is
being sought =o be inspec=ed. If ~he work is unacceptable to the
City, the City shall so advise the Con=factor, in writing, via
facsimile, with a copy to Escrow A~ent and it shall be incumbent
upon Contractor to make =he necessary corrections or modifications
to Che work without additional charge.
¢. When =he inspector approves the work, the inspector
shall, via facsimile, to Escrow Agen~ (S61-241-0798) and Contractor
(954-427-6505) fo~ard to Contractor and Escrow Agent a copy of =he
Draw Request on which the City's inspector's approval has been
noted and Escrow A~ent shall, thereupon, disburse to Contractor
ninety (90%) percent of the requested payment.
D. Upon full and final completion of the construction
of th~ ~rust Phase and the approval and acceptance =hereof by a~
appropriate representative of:the Development Department, City of
Boynton Beach and written confirmation of same having been provided
to Escrow Agent, Escrow Agent shall, thereupon, be authorized to
0010-056
Page 2 of 8
$612410?98
MAY 10 '~ 10::~2 PAGE.04
05xlOx0~ 09:56 SCHROEDER & LARCHE, P.A. NO.~2 Q05
pay to C~nt~actor any amounts due and owing under the final draw
request, together with the undisbursed ten {10%) percent retainage.
E. Should Contractor fail or refuse to construct the
Trust Phase in accordance with the requirements of applicable
governmental authority or the Contract or otherwise default in its
performance under the Contract, Contractor shall not be entitled to
any disbursement of the Escrowed Funds so long as it remains in
default. By execution of this Agreement, Contractor acknowledges
that it has no interest in, lien against or claim to the Escrowed
Funds, that the funds have been escrowed solely as the result of
the City's requirements with respect thereto and that this
Agreement does not impose any contractual or other obligation upon
the City in favor of Contractor.
F. Should the Contract be terminated or the
construction not completed to the reasonable satisfaction of the
City's Development Department on or before 11/01/00 (the
"Completion Date"), City may cause the Trust Phase to be completed
utilizing and applying the remainder of the Escrowed Funds without
further consent or approval from Trust.
construction of the Trust Phase is not completed by the Completion-
Date, the City may either (i) agree to extend the Completion Date,
or (ii) complete construction by either utilizing City employees or_
an outside contractor. If the City elects option (ii}, the Escrow
Agent is hereby authorized to disburse the balance of the Escrowed
Funds to th~ Cit~. Notwithstanding the decision of the City to
exercise optzon (ii), Trust agrees that in the event the Escrowed
Funds are insufficient to complete construction of the Trust Phase,
within five (5) business days after written request they shall
provide the City with any additional funds reasonably necessary to
complete construction. Additionally, in the event the Escrowed
Funds exceed the construction cost the City agrees to refund the
difference to Trust as appropriate.
6. ~eneral Escrow
A. Escrow Agent shall deposit the Escrowed Funds in an
interest bearing escrow account. The interest earned shall be
deemed part of the Escrowed Funds.
B. Escrow Agent shall not be deemed to have knowledge
of any mattsr or thing unless and until Escrow Agent has actually
received wrxtten notice of such maurer or thing and Escrow Agent
shall not be charged with any constructive notice whatsoever.
C. Escrow' Agent's responsibilities are purely
ministerial' in nature. Any reduction in the market value of the
Escrowed Funds while~ deposited with Escrow Agent shall be at the
sole risk of Trust.~ Escrow Agent has no duty to invest the
Escrowed Funds except as'provided herein. Escrow Agent shall haVe
0010-056
Page ~ of 8
~Y 10 '00 10:32 5612418798
~5/10/~ 09:56 SCHROEDER ~ LARCHE, P.A. NO. ~2 Q~6
no liabiiit~ in the event of any insolvency of any depository,
failure of any deposi=oryto pay interest or other earnings on sums
deposited or should such depository fail, or refuse =o release sums
deposited or delay in the release or disbursement.of same, it. being
understood'that Escrow Agent's sole obligation is to deposit the
funds in an interest bearing account and to authorize disbureement
therefrom in accordance with the provisions hereof.
D. In the event Escrow Agent shall be uncertain as to
its duties or rights hereunder or shall receive instructions,
claims or demands from =he City or Trust with respect to the
Escrowed Funds or any other sums or things which may be held
hereunder, which, in its sole opinion, are in conflict with any
provision of =hie Agreement, EScrow Agent shall be entitled to
refrain from taking any action until it shall be directed otherwise
in writing by the City and Trust or by a final order or judgment of
a court of competent jurisdiction.
E. It is agreed that the duties of Escrow Agent are
purely ministerial in nature andshall be expressly limited to the
safekeeping of the Escrowed Funds or deposit of same into
account hereinafter specified and for the disposition of same in
accordance with this Agreement. Trust: hereby indemnifies Escrow
Agent and hold it harmless from and against any and all claims,
liabilities, damages, costs, penalties, losses, actions, suits or:
proceedings at law or in equity, or any other expenses, fees or_
charges of any character or nature, which l= may incur or with
which it may be threatened, whether directly or indirectly arising
from or in' any way connected with ~his Agreement, or which may
result from Escrow Agent's following of instructionsfromTrust or
the City, and in connection therewith, indemnifies. Escrow Agent
against any and all expenses, including attorneys' fees and the
cos= of defending any action, suit, or proceeding or resisting any
such claim, whether or not litigation is instituted.
F. It is further agreedtha= Escrow Agent shall have the
right to utilize the ~ervices of ~-~*~ -~ :~cCi~, ...= ......
an? law firm selected by Escrow. Agent, as its attorney and same
shall not affect or in any way prejudice or limit Escrow Agent's
en~itlement to reasonable attorneys' fees for the services of such
attorneys as set forth in this Agreement.
G. In the event Escrow Agen= is joined as a party to a
lawsuit by virtue of the fact that it is holding the Escrowed
Funds, Escro~Agent shall tender the Escrowed Funds to the registry
of the appropriate court.
H. In the even= of a dispute regarding retention or
disbursement of the Escrowed Funds, the Trust, or the City may
initiate an action demanding interpleader. The Escrow Agent shall
not initiate any interpleader or similar action. In the event
Escrow Agent tenders the Escrowed Funds to =he registry of the
appropriate'court, Escrow Agen~ shall be released and relieved from
0010-05g
MAY
Page 4 of 8
561241~798
PAGE.
05/10/00 09:56 SCHROEDER ~ LARCHE, P.A. N0.04~
any and ~lf further obligation and liability hereunder or in
connection herewith.
I. This Escrow Agreement shall remain in effect unless
and until i= is canceled in any of the following manners:
(1) Escrow Agent may resign as Escrow Agent at any
time upon giving notice to the City and Trust of its desire to so
resign; provided, however, thac resignation of Escrow Agent Shall
take effect no earlier than ten (10) days after the giving of
notice of resignation; or
(2) Upon compliance with all escrow provisions as
set forth in this Agreement.
J'. In the event the City and Trust fail to agree to a
successor escrow, agent within the period described hereinabove,
Escrow Agent shall have the right to deposit all of the Escrowed
Funds held hereunder into the registry of an appropriate court and
request judicial determination of the rights of the parties by
interpleader or other appropriate action, and Trust hereby
indemnifies and holds Escrow Agent harmless from and against any
damages or losses in connection =herewith including, but not:
limited to, reasonable a~orneys, fees and court costs at all trial=
and appellate levels.
K. Upon termination of the duties of Escrow Agent in
either manner set forth in subparagraph I of this Section, Escrow
Agent shall deliver all of the Escrowed Funds to the newly
appointed escrow agent designated by the parties.
L. Ail notices, certificates, requests, demands,
materials and other communications hereunder shall be in writing
and deemed to have been duly given (1) upon delivery by and to the
appropriate address of Trust, the City or Escrow Agent as set forth
in thisAgreement or (2) on the third business day after mailingby
United States registered or certified mail, return receipt
requested, postage prepaid to such address. All notices hereunder
shall be addressed to the respective parties at the following
addresses: '
For Escrow Agent:
SCHI~OEDERANDLARCHE0 P.A.
ONE BOCA PLACE, SUITE 319 ATRIUM
2255 GIJ~DES ROAD
BOCA RATON, FL 33431-7313
For Trust:
MR. BILL R. WINCHESTER
P. O. DRAWER 1240
BOYNTON BEACH, FLORIDA
33~35
0010-056
M~¥ 10 '00 10:33
Page 5 of 8
5612418?98
PAGE.
05/10/00 09:56 SCHROEDER ~ LARCHE, P.A. N0.042 Q08
For the City:
THE CITY OF BOYNTON B~ACH
c/o CITY ATTORNEY'S OFFICE
P. O. BOX 310
BOYNTON BEACH, FL 33425-0310
7. Choi=e g~ LaW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
8. Bindin_e_A~reemen2. This Agreement shall be binding upon
the parties hereto and their respective successors and/or assigns.
9. Counterparts. This Agreement may be executed in
counterparts and all counterparts taken together shall be deemed
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement
the day and year first above written.
CITY OF BO)~TTON ~EACF~3 FLORIDA
By: .~ -- =
Print Name of Person Signing
SCm DSR u om.
CZSp% W omrr)
Its: President
KNUTH ROAD TRUST DA4rED NOVEMBER 15,
Bfll R. winchester; aslCo:Truetee
of The Knuth Road Trust Dated as of
November 15, 1996
Elsie A. Winchester, as Co-Trustee
of The Knuth Road Trus~ Dated as of
November 15, 1996
0010-056
'MAY 18 '00 ~.8:34
Page 6 of 8
$61241W~98
PAGE. 08
05/10/00 09:5~ SCHROEDER & LARCHE, P.A. N0.042 Q09
Joined in and Consented to by:
aYAN INC~RP%RATED, IN~.
By: ~F%'~/I
Prin~ Name of Person ~igning
0010-056
Page 7 of 8
MAY 10 '00 10:34 5612418?98 PAGE.09
EXHIBIT "A"
TRUST PROPERTY
LOt 2, KNUTH ROAD P.C.D. PLAT NO. 1, according to the Plat thereof
as recorded in Plat Book 82, at page 45, of the Public Records of
Palm Beach County, Florida.
(j: \ 7\ CLiENTS\WINCHEST\KNUTHRD\EXHIBITA. WPD)
1997 EOI TION
J
.EXHIBIT "B"
AIA DOCUMENT
A101-1997
~$tandard Form of Agreement Belwcen C~ner and Contractor
where the basis of payment ~s a STIPULATED SUM
AGREEMENT I#of~
in the ~ ~ 2000
tETWEEN the~
Ill ~I I l
Post Office Drawer 1240
~o~on BeaCh, ~lortda 33435
~elephone: (561) 732-3961
?acs~le: (561) 732-3993
~~ ~, ~or~ 3~2
INam~ mM Iccmion)
This clocum~t has
rant l~ai ¢ons~luc~s.
Comull~rio~ wit~ m
a~ is ~
~th ms~ m i~
AIA Oocum~t! A2Q1-14~7.
Con,rKt f~r~nsmm~m, is
unless this clocummf is
This document ~ b~en
approved end endorsed by
The Associated Get.ii
ComrKmrS of Am~ica.
The Azchi1~ct ~:
Sllb~m& Associates
The parties acknowledge that Shah Drocos & Associates are en~tneers,e..
nec architects, and prepared the Drawings. They are referrea Co her
as Architect merely as a matter of convenience so as to avoid having
to Change every reference to "Architect" in the Contract Documents.
The C)~ner and Comractor
1735
~ 0-~ '~]0 16:28 FR R¥~ 9S4~276J85 95~ ~27 6JOS TO 24L0798 ~.0Jx89
ARTICLE 1 THE CONTRACT~ DOCUMENTS
The Contract Docummlts comlst o( t~ ~~ ~~ of t~ Con~t (~ner~L
Supplement~ and ot~ Co~itio~). D~ S~fl~. ~a i~u~ p~or to
e~t~on of thu ~~t. oth~ d~m~ I~t~ In th~ ~mem wd ~i~cz~ons (ssued
~er ~ut~on o~ th~ ~em~t: t~ ~o~ ~ Con~ ~ ~ u ~1~ & p~ of the Contr~
~ i~ ~tt~ to this ~ment or ~ h~in. ~ ~u~ ~p~ ~e entre ~d
~nt~rat~ as~ement ~ the p~ h~o ~ ~~ ~ n~o~ ~p~nta-
tzo~ or a~n~ e~t~ ~t~n ~ o~. ~ ~um~on of the Cont~t ~men~. o~er
ARTICLE 2 THE WORK OIr THIS
The Coau~t~r ~ ~r ~
ARTICLE 3 DATE OF COMHENCENSNT MID SUBSTANTIAL CO#PLETIQN
di~ c1~4 is slGed bdc~ or pmvbkm b ~ ~~to~ ~ ~ a n~ to p~
[0 da~s ~o~Zow[n~ ~ssuance by C~Cy of BoynCon Beach of pe~ ~o~ ~he ~ork.
m
t~/A
Z
The Contract Time shall be measured ~rom the date or'commencement.
The Comr~aor sh~l ~chiev~ Submatial Completion of ~ ~tim Work not later t~
~ ~ ~ ~ ~m ~ d~ o(~~ement, or ~ ~oH~s:
, subNct to adjustments of thi& Contact Time a~ ~ in the Contract Documents.
~rO~ early contMa,On Ojr th4) Wo~.)
OWNER-KO#TRACTO~ .....
AGREEMENT
of ~
173S New Y~k Avem~
U~I'ICL£ 4 CONTRACT SUM
4j Th~ Owner shall I'*? the C~t~ the ~ ~ in ~m ~ ~or ~ Comr~or's
~r~o~ce o( ~h~ ConL~
' Ddl~ (s ~ ,983.15).
subiec~ to ,ddido~ mad ~tio~ U p~ ~ the Contr~ D~m~n~ . ~ Sc~e
4.2 The Conu'~t Sum is blMd upon f~ ~ ~lt~l~t~. [ir ~, whkh ~e ~d~ ~ the
None
4.3 Unit p6cu, if m~/'. z~t Is ~dkn-J:
of V~lu~
ARTICLE S PAYMENTS
5.1 PROGRLSSM1MENI~ * There shall be made from the Construction Escrow
S.L! Sued upo~ Appllc~ ~o~ DeFmem submitted to the Az~tect by, the Contz~ctor and
Cenificztes for Pa.vme~t issued by. tl~ Ambit4~t.%: C~';-~: :k--'J ~-_~_e ~cGmss l~.vmenU on
account of Lhe Contn~ Sum to the Contractor ms ptovk~ below znd elsewhere in the Contact
Documents.
S.L2 The period covmd by. ench ~ (or Fml, ncnt shah be one cdmdnr month
endin$ on the list d&y of the momh. or is
S.13
later than the 2~cb day of the YoZ.~ m~mth. Itr an
^pplication for Payment L~ mceiv~ by the Architect after the application date fixed d~v~, pay-
merit shah be rome ~Ot l~t~ th~ 45 c~s after the Architect
receives the Apptication for Payment.
/Subject to the provisions, of the Construction Escrow,
Provided that an Application for pa.vmmt b mceivM by the A=h~ not later ~m,~,.
~ ~ Ora ~. ~ ~--::: :~:~ ==~ ~t to the Con~o~not ~ be made
S.L4 E~ch ~pplication for l~ymem shall be b~ed on ~ m~ ~ent ~h~u~ o(~lu~ s~it-
ted ~ the Contr~ m ~~e ~ ~ ~t~ D~menu. ~e ~h~ule of ~u~ sh~!
all. ate the entire Con~ S~ am~g ~e ~ ~om of ~e ~rk The ~h~e o(~u~
shall ~ pre~ed in such f~ ~ su~ ~ s~h da~ ~ m~tiate iu ~r~ ~ ~e
~ite~ may r~uire. This ~h~ub. ~ ~ m ~ the ~hi~ct. shall ~ u~ ~ a ~is
F~ re~iainI the Contt~t~'s App[~o~ for Payroll
AM IX)CUNIENT A101,,1~7
OWN[R-CONTRACTOI~
m ~ D.C. 200O4-S29Z
~ 85 '00 ~6~29 ~ R¥~ 95~276J05 95~ ~27 6J05 rO 2~18~98 e.~Sx~ .
S.LS .-~pplic~tion$ ~or ~.Vm~t sh~ll ~ndi~te the lxr~nta~ of completion of each port,on of the
Work as of thc end of the ptr~od covered by. th~ Application for Payment.
$.1.6 Subiect to othm' pr~v~ions of the Contra~ Documents, the amount of each pro~ress pay-
ment shall be computed as follows:
.I Take that portiort o( th~ CoRtra~t Stem ]xope~/&ilogable to comptett~l Work ~ deter-
rnir~ by. multipiyi~ the pmr.~lt~ ~xnpletion of each portio~t of the Work by the
sham of the Contract Sum alior~xted to that portion of the Work in the ~htdtde of vai-
ue~. less retamqe of 'gram pm~eat ( lO %). Pendant final determi-
nation of oxt to the (~ of 'chanlet in the Wot~ amounts not in dLspute shall be
included u p~ in Su~ph ?.~.$ of AIA Document Aaot-t~97~
_____; _...~ ,~. :e ....... - · ~.--_-_-:_~, e.;~ '" '~; '* ' "~ .' '
· ___ · ...~,,--~ 1 .... --'--~ *f ..... ( ' * ~
j SuSa-~ct th, qsreSm of ~ pymmu m~-- ~ ~: ~--:-. and
.~ subu'act am~mu, if amy, ~ whkh ~b~ Archi~K~ has withheld or nulli6~d a Certi~ate
s. t7 ~ ~ payme~ amo~ dmmim~ ~a a~xdan~ with ,~blnnSn~ ~-~,~ shall ~
meats to the full amount of the Contra:z ~ less such amounts as the Aghitect sMu
determine for incomplm~ Work. retailla~ applicable to such work and unsettled claims;
ami (S~I~ ~.~ ~'~ Oocummf A.~-~' rdquim rdeme o]' oplicad~ rctainage .p4m
.3 .-,.t ! :-, .::.__ '__L" ....... ';-=--~: ~ --:;:-' .... '----~'~"::
Comracf Drx'umem~ inscr~ )~re provisiom for such r~l~iO~ o~ limiMgion.)
5.1.8 The maktng of payments
Contractor shall
and satisfaction
(whether prosress payments or final payment) to
further be conditioned upon Contractor's compliance with
of the applicable requirements of the Construction Escrow·
sis F_x~cpt with the O~ner's prioe aptaoval, the Contractor shaU not make ad~ance payments
to suppliers for materials of equipment which haw not been delivered and stored at the site.
S.2 fiNAL PAYMINT
S.2.1 F~nal payment, constitutin$ the cntire unpaid balance of the Contract Sum, shall be made
~ to the Contractor wh4n:
.~ the Contractor has fully p~formcct the Contract except for the Contractoc's responsibil-
,tv to correct Work u provided in SubpazaSraph u.?. of ALA Document A~ot-t~)7, az~d
t~ satU/v other requirements, if any., which txtend b~yond final payment: and
~ a final (~ertificate t'o~ Payment has been issud ~ the A~chitect.
3. Conl::acl:or has ~ully complY, ed w:L:h :he requ:Ltemencs o£
OWNIR.CONTRACV-~-~
4i17~ ~ Yoftt Av~m~. M.W.2
o.¢ 2o00s-$~!
6385 rO 2410798
$.2.2 The Owner's final pa.,~nent to tl~ Contt~tor shall be made no later than ~o days at'ret the
iuuance otr the Architect;$ final C4~i~:nt4 ~x Psym~nt. or &s follows: in accordance with
Construction Escrow.
ARTICLE S TERMINATION OR SUSPENSION
s.l The Contract may be taml~a~.d by the'Owner or the Contr~tor
of AIA Document
Work may be suspended, by the Owner u Drovided in Article ~4 or' AIA DQGJment
ARTICLE 7 MISCELLANEOUS PROVISIONS
73 'The Oqnqler's ~X~sEsl~I~
Bili R. ginchester
the
7.4 Th4 Conu'actor's t. el}rese~~ is:
Neither the Owner's hoc the Contnct~s n~xtsentati~ shall be chansed without ten da.vs'
wTitten notice to the other t~m~y.
provisions:
I.w~ O.C. ~OCI-s2~Z
ARTICLE I ENUHERATION OF CONTRACT 0OCUHENTS
S.! The ContrGct Occum~nts. e.~el)t t~)r Modifications
A~rccmcnt..~re enumerated ~s (olios:
issued a~r execution of this
t~.J The .~4~mcnt ts this ~.xKmed ~)W 4dition of th~ Standard Form of Asreement
Owner ind Contr'~ctor. ALA DQCum~t Atot-tgW.
LL2 The ~ Coflditiom ar~ the lyjry ec~tioit of th~ Getteral Cof~itiom of the Contract for
Constr~ction. AZA D4x2~nent A2m-~jy;.
~.~3 ~ Supplementary. &nd oth~ Cc~di~ of the Contract ire those ~ontainect in the P~ject
t~.4 The S~~m L,e thcm ~ in the t~okct Mam~ dmd u ~n Subgm~t~ t~.~,
and a~ as foliow~:
Section Tide Pqes
~q/A
8.I.S The gt~vin~s ace as ~dlov4. and a~ dated
different date is shown b~low:.
,niess a
0£ 1-13-99
;dA OOCUJdllrf
OWN¢~.co#rnAcFOf
The Anurinn Injtifvel
tls The ~ldend~. ~t' 3fl.v, aze U ~ollC~"s:
Number Dtte
certain ~.nuth Ro&G ~;onstruction Surety l~.8¢row Agreement ~mong Rill R. ~inchester,
~lsie A. ~inchester and ~. Frank ]?infrock~ Co-Trumtees of the Knuth Road Trust ~ated as o~
Zqovember ].5, X~6, the City of ]~oy~ton Beach and $chroede~ and T.arche, P.A. (the
NotWithstanding anything herein to the contrary, this ~4~reement is executed by the Trustee
of tlhe Knuth Road Trust only in the{r reprisentative capacity as Trustees and not
individually and all other parties to Chis Agreement knowingly, voluntarily and
irrevocably, waive the right to assert or enforce any claim of personal liability
against the Trustees, or any of them or their assets.
This ,A~.. rnent is entered into u of the ctsy md year itu written above and is executed in at Itnst
three 0nlmal. ~opies, of which one is to be ~ .to the Contractor, one co the Architect for use
in the achninistmlon of the Co~trdc~ wld the ~mail~der to the Owner,
See iACtached Signature Page
For iOvner
,
0 W N E R
R~ EASTERN
(PHa~ ae, r~ Md till '
OWNtR-CONI'R~C?OA
1'he A~ef~C~ Imh~
~. 173S Niw Ib, k Anf~'~e. N.W.
KNUTH ROAD TRUST DATED NOVEMBER 15,
1996 (TRUST) ~
of The Knuth Road Trust Dated as of
November 15, 1996
Elsie' A. Wih~h~s-t~,-~% Co-Trustee
of The Knuth Road Trust Dated as of
November 15, 1996
(J:\7\CLIENTS\WINCHEST\EBDEVELO\SIGNPAGE.WPD 0010-056 05/01/00 s j)
~EB 18 '~ LO:iT ~R R¥~ 95~4~6J05 954 4~ 6J05 TO 241~98 ~.89x44
ARTICLE 1 GENERAL PROVISIONS
1.1 BASIC D~IqNITION$
1.1.1 TH[ CONTRACT DOCUMENTS
The Contract Documents consist o~ the Agreement ~tween ~ner ~d Contr~or (herinafter
die ~eement). ~nditions of the ~ntr~ (Get,l. 5up~menta~ ~ ~her Co~itiom).
Dra~nGs, 5~ficationS. ~ ~v~ ~or to e~on of the ~ntract. oth~ d~vments
l~s~d in the A~reem~t a~ ~ificatiom i~u~ a~ ~tion of the Con~. A M~ification
~s (:) a ~tten ~ment to the Cont~ si~n~ ~ ~th ~ties, (2) a Cha~c O~er. (~) a
Con~on C~ ~tive or (4)
~ ~chi~ ~ ~fical~ e~umerat~ in ~e ~ement. the Conga ~umen~ do not
inclu~ ~her d~m~s such _a~ bidding ~i~ments (adOrnment or i~itation to
[~ctiom ~ ~. s~ple [o~s. thc Con~Ktor's b~ or ~ions o~ Ad,da ~latin~ to
~i~ ~~).
1./.2 THE CONTRACT
The Contra~ Do~ument~ form th~ Comra~t for Consm~on. The Contr.a~ ~xesents ~he entire
and integrated a~-~--"ment between the parti~ hereto and sutm~,de~ ~ negotiations.
representations or a~t~,mm~ts, ~ith~ written or oral. The Contr~t may be amended or modified
only by a Modification. ~ Contr-act Do~mnents shall nm be construed to create a contractu~
retatiomhip of any Kind (1) between ~e ~ and Contr-a~or. (2) be~weea the Owner and a
Subcoatra~or or Sub-sul~o~or, (}) betwmm the Ow-tm. and Architect or {4) between any
persons or entities other than the Own~ and Comra~or. The Archit~,~ shall, however, be entitled
to performance and enforcement of oblation., under the Contra~ intended to radlitate
performance of the Archit~:t's duti~.
l.iJ THE WORK
The t~ul %Vedt' mean~ ~ ~ma~uction ~ ~ mm~ by the Contm-a~ Document~,
whether completed or partially compImtmd, and includes all other labor, materials, equipment and
se~ices provided or to he provi~led by the Contr~tor to fulfill the Contraetor's obligations. The
Work may con.~tute the whole or a part of the Proje~.
1.1.4 THE PROJECT
The Proiect is the total construction of which the Work performed under the Contract
Documents may he the whole or a part and which may include construction by the Owner or by
:~p~r~te coi~tractot~.
I.i.5 THE DRAWINGS
The Drawin~ are the gratshi¢ and p~torial portions of the Contr~ Do~.~ments showing the
design, lo~atien and dime~uiorts of the Work. gmnor~ly {nduding plans, elevations, sections.
IJ.i mE ~ClFICATKWS
The Speci6c~t~ons a~e that portion of the Contr~t Documents consisting of the written require.
ments for materials, equipment, systems, standards and workmanship for the ~. and perfor-
mance o~ r~lated s~v~ces.
1.2 ¢ORRRLATION ANO 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 ~'e
O 1~7 AfA~
GENERAL CONDITIONS
Of THE CONTRACT FOR
CONSTRUCTION
Th~ AnmrK4m Insli/ule
M
w~ D.C. ~S212
G£NERAL CONDITIONS
Of THE CONTRACT FOR
CONSTRUCTION
?735 M ~ W N.W.
complemental, and what is required by one shall be as bi~ding as if' require~t b;/all; ~rl:ormance
by the Contractor shall be r~luired only to the e~tent consistent with the Contract Documents
and reuonably infer3ble ~:om them is being necess&ry to produce the indicated results.
1.2.J Organization of. the $1~cifications into divisions, sections and articles, and arrangement of
Drawings shill not control the Contrzctor in dividir~ the Work ~rnon~ Subcontr~:tors or in
establishing the extent of.Work to b~ perl~xmed by any trade.
L2J Unles~ otherwise stated in the Contract Documents, words which have well-kn°wn '
technical or comtmctiol] industry meaninp a:e used in the Contract Documents in accordance-.:..:.
with such rec~nizecl meani]~.
1.3 CJ~IITALJZATION
13.1 Terms c~pltalizecl in them General Conditions include th(~e which are O) specifically
de~ned, (2) the tides of numbered articles and idenlifi~d references to Parairap .h~,",Subpira~raphs
and Clauses in the document or(3) the tides of other documents i~blished:by the Arnetlcan
Institme of Axchi~. "'
1.4 INTERPII[TATIO#
1.4.! In the interest of bluvity the Contract Documents f~equently omit
1.5 EXECUTION Of CONTRACT DOCUMENTS ~' ' '* ~..:..
Owner or Contrdaor or both do not si~ ~ll thc Contw:t Documen~ t~.." iArch',k~ ~ idmt~..
such unsisned Documents upon request. .. . .
1.S,2 Execution ot~ the Contract by the Contractor is a representation tf,,~;~e Conti'actoc has
visited the site, become [anerally familiar with local conditions under which ...t~e~Wotk is to be."
performed and correlated penonal observations with requirement~ of the'Con~.. D6oJmenls,.
1.6 OWNERSHIP AND US[ Of DRAWINGS, SPECIfiCATIONS AND OTHEIt" mmUMEl~S
1.~.t The Drawinss, Specifications and other documents, in¢lvdlng those in.elec~:o~i~: foam,
prepared by the Architect and the Architect's consultants a~ Instrumen~'oF~'tluough
which the ~,Votk to be e.x~mted by the Contractor i~ describcd..11~:Contrac~at':n~'~ one
recoed set. Neither the Contractor no~ ~ Subcontractor, Sub.~ubcontractor or 'mater~nl.
equipment supplier shall own or claim a ~opyright in the ~:.~peci~cations~ ~Sd. other.
documents prepared by the Architect or the Architect's consultants, and unles~ othetwbe
indicted the Architect and the A~chitect's consultants shall be deez~'~he authors ~Fth~m' an~
will retain all common law, statutory and other reserved rights, in ~ to the copyrights. Ali
copies of Instrumems of Service. except the Contractor's record s~f~ .~be-teturned or suitably
accounted for to the Architect, on request, upon completion ol+'the'Work- The Drawings.
Specifications and other documents prepared by the Architect and the Architects consultants, a~Jd
copies thereof. ~urnished to the Contractor. are ~or use solely with respect't~ t~~ They are
not to be used by the Contractor or any Subcontractor, 5ub-su~ or material or
equipment supplier on other pro~ects or for additions to this Project outside the scoW of the ~bt'k
without the specific written consent o£ the Owner, Architect and the Architect's consultants. The
Contra~.'tor. Subcontractors. Sub.subcontractors and material or equipment suppliers are
authorized to use and reproduce applicable portions of. thc Drawings. Specifications and other
documents prepared by the A-~chitect and the Architect's consultants appropriate to and for use in
~EB 18 '00 18:]8 P~ RYAN 9544276305 954 42? 6305 TO 2410798 P. ll/44
the ~x,.cution of their Work under the ContrKt Documentz. Ali cop;cs m~de under this
authorization ~h&ll bear the statmory COl'Zitrisht notice, it' any, shown on the Drawinss,
Specifications and other document~ preptred by the Architect and the 'Azchit~ct~ consultants.
Submittal or distribution to meet official regulatory rcqvircm~nt~ or i~or other purpo~s in
connection with thi~ Project is not to be construed as publication in derogation of the Architect's
or A:chitect'$ commltants' copyright~ or other r~trved rights.
ARTICL~ 2. OWNER
2.1.1 'The Owner is-the person Or entity identified u such in the A~reement and is referred to
throu~t ti~ Contract Documents as if singular in number. The Owner shall design.hate in
· writin~ · repmsen~ 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
~ 4.2.~, the Architect does not have such authority. The term "Owner' means the
Own~ or th~ Owner's authorized representative.
· ~..: :-..
2.1.2 The ~ shall furnish to th~.'.Cmtraaor within fifteen days 'after receipt ut' a written
request, information necessary =tnd zdevant for the Contractor to evaluate, ~ve notice of or
enfeecemechanic's lien ri0htL..Such,intmnation shall include a correct statement ut~ the record
legal title to the.property on which thelProject is located, usually ret'er~d to as the site, and the
Owner's interest thengn.
2.2 .INFC)IUI4ATION ~ SERVICES REQ~ OF THE OWNER
evidence has , the..Ow2m' shall not materially vary such financial arrangemen~
~.z Except'ea- pemdt~ and fee~~ tho~e m~uired under Subperasraph ~.~.z, which ~re
the responsibility of the Cont~'~nder the Contract Documents, the Owner shall secure and
pay ~or necessary approval& easements, ~ents and char~es required for construction, use ur
occuptncy o~ permanent structures.c~ for permanent chants in existing facilities.
utility locations for ~ Contractor shall
to the Contt-actM's ~ ut. the Work ~ tli~.~}~en~'s control shall be ~urnished by the
Owner a~ter recei~, from the Contractor of a ,~{{~h'request lror such information or services.
2.2.S Unless otherwise provided in. the .Conuact. Documents, the Contractor will be furnished,
~ee of charse, such .copies of Drawi .n~'.-__-~._.~._-~_: .¥!:.-,.,_-:]-. az are reasonably necessary for
execution of the Work.
2-3 OWN~ IUGHT lq0 STOP TNt WORK
2.3.1 It' the ConLtactor faiL~ to c~cti,Work which Ls not in accordance with the requirements
o~the C'~ntract-D(acuments as r~c~i~ecl"~/Parasraph ~ or persistently trails to catty out Work in
O 1~)7
AIA I)~'UMENT AJOM~7
GENERAL ¢ONOITIONS
Of THE ~ONTRACT FOR
CONSTRUCTION
1~ ~ ~ A~ N.W.
~-Cordzncc w/th the Contract Documents, the Owner may i~sue 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 ri~zt o[ the Owner to stop the Work shall not save r/se ~o a dul}' on the
part o£ the Owner to exercis~ this r/~ht lot the benefit of the Contractor or an), other person or
entity, except to the extent required by Subpar~raph 6.1,~.
1.4 OWNER'~ RIG#T ~0 CARRY OUT TN[ WORK
1.4.1 If ~e ~n~Wr &faui~ or n~i~ to ca~ ~t the Work
~nt~ct D~m~ ~ f~ ~thin a ~v~ay ~ a~r receipt of ~ttan noti~
~ to comm~ and ~ntinue co.acgon of such ~fauit or n~le~
pmm~. ~d ~ner ~Y a~r su~ ~n~ pefi~ ~i~ the Contra~r a ~o~
no,ce ~ c~ tach ~ci~ ~ a ~ree-day ~. If the Contr~or ~in
th~ ~ afar r~ei~ of tach ~nd n~ce f~ls to commmce
any ~fi~en~ ~e ~n~ m~.: ~lh~t ~ice to mh~ ~ies the
~~ ~in~ ~n~'s ~ ~d com~i~ ~ the ~it~
m~ ~ ~ ~ ~t, ~e~ ~ f~u~. S~h a~on ~ the
c~ to ~ ~r~ ~ ~ su~ to ~or ap~! of the ~i~cc
~m~ d~ ~e ~n~ ~ n~ su~ent to c~ tach ~nt~ the
ARTICLE 3 CONTRACTOR .. -
3.1 G[NERAI, '
to t~ the Conlraa Docum~ts as ii' sinsuhr in number. The term ~Cohtr4ctor' means
the Contraao~ or the Contractor's authorized representative.
3.1.2 The Contr4cior shall perform the wo~ in accordance with the Conu-ict Documents.
3J.~ The Contraaor shall no~ be relie~d o[ obligations to perform the Work in
with the Contz-aa Docvments either ~ activiti~ or duties of th~ Architect in tl~ )uchi~'s
administration of the Contract, or by tests, inspections or appwva]s required 'or performed by
persons o~her than the ContraC, or.
3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR
3.2.1 SiP, ce the Contract Documents ire complement JrT, beioce, startLn8 ~ pc~icm of the
Wodc, the Contractor shill c3reful~ stu~. ~ compize the v,~i0us Drlw/nss ~ oth~ Contract
Documents relative to that portion oi the Worl~ as well as thc informs/on furnished by the
Owner pursuint to $ubpirlsraph ~.2.3, shaU ta~ field measuremeTItS o( ally exist~
relited to thlt pol~ion o[ the Work and shall observe an)' conditions at the $it~ affect~ iL
obJj$1tiorLs aze [Or the purpose Of fadlitatm8 construction b), the Co~LT'dctor and are not 'for the
purpose o/. discover/ns errors, omissions, or inconsistencies'in the ConW4ct Document~
however. ~ny erro~ h~consistencies or omissions discovered b), the Cont:ic~ sh3U be
promptb/to the A:chitec~ as a :equest/'or in[ormation in such form as the Arch/tact ma), require.
3.2.2 Any des/$n errors or omissions noted by the Co. tractor dur/~lG this rev/e~ sha]~ be
reported promptl), to t he ~chitect. but it is recosnized tha~ the Contractor's mv/ew
Contractor's capicJty Gs 3 contractor and no~ as i lica~d desisn professional unless
specifically provided in the Contract Documents. The Contractor is not requsrect to
the Contract Documents are in accordance with applicable laws, statutes, ordinances,
cod~s, and rules and reSuhtions, but an)' nonconiormit), discovered by or made known to the
Contractor shall be reported promptly to the Architect.
3.2.3 It' the ContraCtor believes that additional cost or time is involved because of clarifications -
or instructions issued by the Architec~ in response to the Contrnctor's notices or requests For
information pursuant to Subparagraphs J.2.x and 3. zz, the Contractor shall make Claims ns
provided in Subparagraphs 4.3.6 and 4.3.?. I1' the Contractor fails to perform the oblisations of
Subparagraphs ~.2.z a~l ~.2. z, the Contractor shall pay such costs and damases to the Owner ~s
would have been avoided if the Contractor had performed such oblisafions. The Contractor shall
not be liable to the Owner or Architect for damages resulting from errors, inconsistencies ~)r
omissions in the Contract Documents or for differences between field measurements or
conditions ami the Coatract Documents unless the Contractor reco~nlzed such error,
inconsistency, omission or difference and knowir~ly failed to r~port it to the Archi.ct.
SUiIII~ON AHD CONSTRUCTION ffROC~DURr~
The ContrJ~or shall ~pervise ~d direct the Work, usi~$ the Co.~ctor's b~t skill znd
attention, The Contr~'tor sh-I] I~ solely responsible for ~ hn~e control over construction
me~m. met~gl~ techniques, $EquEnC~ ~nd proceciures ~ for coordin~tini dl portions of the
V~u-k ~ the Contr~a. unles~ the C, Qntr~ct Documents give other specific imtmctiom
concemir~ these rn~tters. It' ~e Cxmtmct Documents sire specific instructions concern~
construction me~m. methods, tecbniqum, sequences or procecka'es, the Contriaor sh~ll evzlu~te
the iobsite s~ thereof znd, excEp~ u s~ted below, sl~ll be ~ily ~ solely responsible for the
Contzac~ shill si~ t. im~ wTittes n4Xice m ~ Owner incl ArchiLK'L 3nd shill n~ proceed with
t. h3t lx~on of 'the Wade withom ~ml~.~ irmmcfions from ~e Azchitect. ~
~ by the Contr~or, the (~er s'hdl be
~3.2 The ~ shall be respomible to the Owner ~or acts and omissions of the Con-
tractors employees. S~bcontractors and ~dr a~ents ~gt employees, and other persons or entities
performin$ portions of the Work for or on behalf of ~he Contractor or any of its Subcontractors.
Z33 The Contractor shall be r~ble for inspection otr portions of Work alx~giy performed
to determine that such portions ar~ in ixoper condition to receive subsequent Work.
3.~ ~A~OR Aim MATERIAL~
3.4J Uzdess ~ p~d~ in the ~n~ D~en~ the Con~or shall ~i~ and
p~. ~ ~r, ma~ ~ui~, ~ c~stmc~on e~ipment and m~hin~, ~ter, heat,
umz~ ~~~on, ~ ~ ~g~ ~ ~ ~e~ (or pm~r ex~tion ~
mpl~on of ~ Wo~ w~her tem~r~ or ~nt ~ whether or not inco~rated or to
~~ in t~ ~ ".
v The Con~m. ay rna~ substitutions only with the consent of the Owner, after
uation by the ~ and in accordance wi~ · Change Order.
1.4.3 The Contractor shall enforce strict discipline and $ood order among ~he Contractor's
employees and' other persons carryin~ o~t the Contract. The Contractor shall not permit
employ-merit of unfit persons or persons-not skilled in tanks assigned to them.
3.$ WARRANTY
lA.! The Contractor wa/rants 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 Contra~ [~hl~'Ltmealt,% that I~le Work will be free from defects not inherent in the
quality required or permitted, and that the Work will conform to ~he requirements of the Contract
O 1~)97
G~NtRAL CONOITIONS
OF TH~ CONTRACT FOR
CONSTRUCTION
ol Ar~i~Is
I~ ~ ~ A~. N.W.
Documents. Work not conl~ormin$ to these requirements, including substitutions not proper
approved and authorized, ma), be considered defective. The C.,ontr~tor's warranty exclu~'~
remedy for damage or defect caused.by abuse, modifications not executed by the Contractor,
improper or insuffi~.'ient maintenanos, improper operation, or normal wear and tear and normal
u,sqe. If required by the Architect, the Contractor shall furnish satisfactor7 evidence as to the kind
and quality of materials lad equipment.
3.& TAXES
3.S.1 The Contractor shall pay sales, consumer, use and similar t,~ces for the Work provided by
the Contractor which are legally enacted when bids are received or negotiations concluded.
whether or_ tlot yet effective or merely scheduled to go into effect.
3.7 PERMI'fS, FEES AND NOTICLS
3.7.1 Unless ~ provided in the C.,ontz~ct Decuments. the Contractoc shall secure and
necessary ~r proper execution and completion of the Work which are customamy securea aner
execution of the Contract and which are leSally required'when bids are reosi~d or negotiations
retvhtions &nd hwful orders of public authorities applicable to performanos of the
·. ~:.'.'. ' ':;i-."
3.73 It is not the Colltrictor's rasponsibffity to at. hain that th~ ContraS.-.Docmnm~.
Howev~, if the contr,.or ~ that portions of the Contract Documents, ate st'v'man
therewith, the Contractor shall promptly notify the An:hitect and Owner in wTitin~
neces~ry chanh~,s shall be accomplished by appropriate Modi~cation.
3.7.4 If the Contractor performs Work knowing it to be contrary to hws,.~s, 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
auributable to con'ection. -'
3.8 ALLOWANCES
3.8.~ The Contractor shall incluc~ in the Contract Sum all allowances stated in. the
Documents. Items covered by allowances shall be supplied for such amounts sad by such persons
or entities as the Owner may diz~t, but the Contractor shall not be required to employ per. ns
or entities to whom the Conu~ctor has reasonable objection.
3.8.2 l.lnless otherwise provided in the Contract Documents:
.I allowances shiil cover the cost to the Contractor of materials and equipment delivered
at the site and all requited taxes, less applicable trade discounts;
.2 Contractor's costs for unloadin~ and handlin~ at the site., labor, installation ce~.s,
overhead, profit and other exp~nses contemplated for ~ aJlowarlce amounts shall
be includL~i in thc Contract Sum but not in the allowances;
.3 whenever costs are more than or less than ailow-~nces, the Contract Sum shall be
adjusted accorciingly by C..hlnge Order. The amount of the Chan~e Ozcl~ shall
o~007 ^~A® (t) the difference between actual costs and the allowances under Clause 3.8.2.z
~ OQCUNiNT ~ (2) changes in Contractor's costs under Clause
GtNiRA~ ¢ONOmO#S
OK rHt CONTR,~¢T
¢ONSTRtJC.ON 3.03 Materials and equipment under an allowance shall be selected by the Owner in suffici~n~
time to avoid dela.v in the Work.
173S New'dock AW, #.W. ~ ' ·
w.s~Mn. 0.~. 200~6.s~92B
3.9 SUPERINTENDENT
].9.! The Contr~tor shall employ a competent $vperintendent and necessa~ assistants who
shall be in attendance at the Project site during performence of the Work. The superintendent
shall represent the Contractor. and communications given to the superintendent shall be u
bindin~ as if given to the Contractor. Importaflt communications shall be contlrmecl in writing.
Other communicatiom shall be $imilagly confirmed on written request in each case.
3.10 CONTRACTOR'S CONSTRUCHO# SCHEDULES
3.10.1 Th8 ContAaor, promptly atm. Ixing awarded the Contr~,'t, shall prepare and svbmit for
th~ Owner's and Archit~t's information a Contractor's construction $chedul~ for the Work. The
schedule shall not e'meed time limn'ts current under the Contract Documents, shall be revised at
appropriate intetv'ab as required by the conditions of the Work and Project, shall be relateci to the
enLi~ Project to the extent required by the ConLract Documents, and shall provide for expeditio~$
and practicable execution of the Work,
3.~o.~ Tia Contractor shall prepare and imp current, for the Architect's approval, a schedule of
submittab whic~ is ~ with tl~ Contractor's cor~truction schedule and allows the
Azchitect rfl$otmble tim~ zo revtew submittals.
X103 T~e C, mztrKtor shall perform the Work in general accordam:e with the most recent
schedules submitted to the Owner and ArchitKt.
..i~ons` . _-~...C~ Ontm~ ami oth~' Modifications` in g~ o~ ,~ ma~
w c on, one
a~ b~p ~ ~ ~ ~ ~ s~ ~ ~bmiua~. ~ shall ~
~e to ~ ~t~ ~ s~ ~ ~[iv~ ~ the ~it~ ~r submit~l to the ~er u~n
~mp~on of ~e Wor~
3.12 SHOP DRAWINGS, PROPJet DATA AND ~Mdl~.l$
3.~.1 Shop Drawinp a~ drawings, dia~ams` s~$edules and other data specially prepared for the
Work by the Contractor or a Subeomract~. Sub-suboontractor, manufacturer, supplier or
distributor to illu.~-~t~ some portion of the Work.
~.12.2 Product Data ate illustrations, standard schedules, performance charts, instructions,
bnach~ diaGran~ and othea' information ~mished by the Contractor to illustrate materials or
equipment for s(xne portion of the Work.
· -,,~.m ~L~ ~/',~m~ We woflc win De jud~.
3.1~.4 Shop Drawin~ Product Data, Samples aJaL similar submittals are not Contract
DocttmentL ~ ~ of~ ~tt~ ~ to ~ra~ for ~o~ ~ions of the Work f~
whi~ $ubmit~h ~ r~i~ ~ t~ ~n~a~ ~um~ts the ~y by which the Conjuror
pro~s to ¢~ ~ the info~afi~ ~ ~ the d~ign concept expre~ in the Contra~
D~m~. R~ ~ the ~ ~ ~t to the iimitafio~ o~ Subp~graph ~.7.
Informational su~tt~ u~n which ~e ~ ~ n~ e~ed to t~e respon$i~ ~tion may
~ ~ i~ntifi~ in the Con~ D~m~ Su~ittals which ~e not requir~ ~ the Contact
~menu m~ ~ retum~ ~ ~ ~hi~ct ~thout action.
3.12.S The Contractor shall review for complia~:e with the Contract Documents, approve and
submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by
G[Nf/tAL CONDITIONS
OIt TN[ CONTRACT FOR
CONSTRUCTION
ft~ Amlrk:an Institute
~~ D.c. ~-s2o2
Q i~$! AtAO
GENERAl. CONOITIONS
OF TH[ CONTRACT FOR
~ONSTItUCTION
Th~ A~ ~s~Itu~
1~S ~ ~ A~ N.W.
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 no~
marked as reviewed for compliance with the Contract Documents and approved by thc
Contractor may be returned by the .~.hitect without action.
3.12.S By approving and submittin~ Shop Drawings, Product Data, Samples and similar
submittals, the Contractor represents that the Contractor has determined and verified materials,
field mea~uremenu and field construction criteria related thereto, or will do so, and has check~
and coordinated the information contained within such submittals with the requirements of the
Work and olr the Contract Documents.
3.12.7 The Contractor ~hall perform no portion o~' the Work for which the Contract Documeats
require submittal and review of Shop Drawinss, Product Data, Samples or similar submittals until
the respective submittal has been approved by the Architect.
~.t2J The Work shah be in accordance with approved submittals except that the Contractor shall
not be relieved of respon~ty for deviations from requiremenu of the Contract Docurtmm by
the Architect's approval of Shop Drawin~ Product Data, Samples or similar submittab unless the
Cont~ has sl:~4~F,.calb/informed the Architect in writing of' such de~ation at the time
submittal and (t) the Ar~ite~ has given w~tt~n approval to the sF~:ifi¢ 6evimion as a _mJnf~
~an~e in the Wod~ or (2) a C~lan~e Order or Construction ¢lunee Direc~ hs b~n :mued
au~hori2h~ the devi.3tion. The Contractor shah not be relieved oF rupon~it~ h' eh:ors
omissions in Shop Drawin~ Product Da~a. Samples o~ simiim' submittals by' the Arc~'s
approval thereof.
L12.! The Contractor shah direct specific attention, in writing or on resubmitted Shop
Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by
the Architt, ct on previous submittals. In the absence of such written notice the Architect's
approval of a resubmis~ion shall not apply to such revisions.
3.12.1o The Contractor shall not be required to provide professional s~es which
constitute the practice of architecture or engineerin$ unless such services are specifncally requi.,~d
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 mean~
methods, techniques, sequences and procedures, The Contractor shah not be r~luired to provide
professional ser~:es 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 Archi~ 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 desisn professional, whose signature and seal
shah appear on aH drawinss, 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 Atr. kitect
shall be entitled to .rely upon the adequacy, ac~tracy and completeness of the services,
certifications or approvals performed by such design profe~ional$, provkied the O~ner
Architect have specified to the Contractor ali performance and desisn crit~-ria that such servico
must satisfy, l~trsuant to this Subparagraph ~.tz. zo, the Architect will review, approv~ or take other
appropriate action on submittals only for the limited purpose of checking for conformance with
information $iven and the design concept expressed in the Contract Documents. The Contractor
shall not be responsil~ie for the adequacy of the performance or design criteria requited by the
Contract Documents.
~EB 18 '00 i0:~0 ~ ~Y~ 95d~276JO$ 95~ ~2? 6~05 TO 2~10798 ~.l?x4~
3.13 USE OF SITe
3.13.1 The Contractor shall con~ne nperatiuns at the site to area.~ 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
].14.1 The Contractor shall be responsible For cuttLng, fittinK ur patchin8 requited to complete
the Wock or to make ils parts l~t to~ethet properly.
3,14~ The Contractor shall not damage or endanger a portion of the Work or fury or partially
completed construction of the Owlet or separate contractors by cutting, patching or other, vL~
alte~n~ such comttu~on, or by. excavation. The Contractor shall not cut or otherwise ~lter such
construction by the Owner or a separate contractor except with wriuen con.sent of the Owncr and
or' such separate contractor:, such consent shall not be unreasonably withheld. The Contractor
shall not mu'euonabb, w~thhoki Rom the Owner or a sepa-ate contractor the Contractor~
consent to ~ or othe:~ alterin~ the Work.
3,1S CLEANING UP
3,1S.1 The Coalzictor ShJU keep the pmnbes and suttcxmdin8 lea Gree fi~m accumulation of
wa.ste ~ Qr tubbi~ caused by q)aatiams under the ContracL At completion of the Work.
the Coat:actor ~ remove &~cen lad about the Project waste materials, nJbbish, the Contractor's
tools, comm~ea equilxnent, machinery and m.ldUS mate~L~
3.1S.2 Il'the Contricter &ils to clean up ts lxovickcl in the Contract Documents. the Owner may
do so and the cost the~of shall be charged to the Contractor.
3.1~.I The Contractor ~ p~ the Owner and Architect access to the Work in prep~ation
and ptoSzess wherever located.
3.17 ROYALTIF.~, PATENTS AND COII~IUG141~
3.17.1 The Contractor shall pay aU toy~ti~ and lice~ fees. ~e Contr~tor shall ~e~ suiu or
[or 'n~g~t Of co~,h, ~ ~nt ~ .nd shall hold the ~net ,~ A~h't~
from !~ ~ ~nt the~f, ~t ~l not ~ =s~nsible ~or such de~en~ or l~ when
~p~t ~ ~ or p~ ~a ~lat m~uf~tu~r or manu~umn is mquit~
~the ~ntr~ ~nts or where ~e ~ght Holatio~ are contain~ in Drawings.
~ci~c~om ~ ~ d~m~ ~ ~ the O~er or ~hitect. H~er. if the
~a~r ~ t~n to ~ ~t ~ r~uimd ~i~ ~e~ or pr~u~ ~ ~ in~gement
oc~a ~t or a ~nt. the ~n~tor s~i ~ ~nsi~e ~or such I~ u~e~ such
info, on is pm~ ~h~ to ~e ~hit~
3.15 INDENNIflCATION
3._~L_I__To the fiallelt .o~n. t permitted by law aad to the extent claims, damages, loses or
~,e. ases a~. not c .c~ by Project Man~emem ~otecttve Liability insurance purchased by th·
..~n~ractor m .acc._creVice..with .Paragraph n.~, the Contractor shaU indemnie and hold harmless
Ca:e .__~.. n.e_r: .~c~.:tect, Atc.hitect s consultants, and agents and employees of any of them from and
B~ ,nst cLazms. ~amages, losses and ex]x, mes, including but not limited to attorneys' fees. arising
Dui of or resulting ~rom performance of the Wodc. provided that such claim, damage, loss or
ex[
ta~-i
Or
O£
or
ense L~ attributable to bodily injury, sickness, disease or death, or to injury to or destruction oF
rjbie property (other than the Work itself), but only to the extent caused by the nesligent act~
)missions of the Contractor. a Subcontractor, anyone directly or indirectly employed by them
~nyone for whose acts they, may be liable, relcardles~ o(whether or not such claim, damage, loss
:xpense is caused tn part by a party indemnified hereunder. Such obligation shall not be
A/A DOCUMENT A3OI-ISAJ7
GENERAl. CONDITIONS
OF TNE CONTRACT ~OR
CONSTRUCTION
The Ame(Kan In,ti/ute
c~ A~i~ects
~T3S ~ YeW Argue. N.W.
4.2.4 Communications Facilitatin$ Contract Administ~tion. Except as othe~i~ provjd~ in
the Contr~ ~uments or when direc~ communica~ons have ~en s~ci~lly autho~zed, the
Owner and Contractor shall endeav~ to communicate with e~ch other through the A~hit~t
about matters a~sJng out o~ or ~lating to the Contact. Communications by a~ with the
Architect's consultnnts sh~li be through the ~chitect. Communications by and with
Su~ontracto~ ~ martial supplie~ shall ~ thr~h the Contractor. Communications ~ ~d
~th ~para~e contr~tors shall ~ thigh the ~ner.
4.2.$ Based on the Architect's ~raiuations of the Contractor's Applications for Payment, the
Atchltect will ~evtew and certify the amounts due the Contractor and will itaue C,e~ficates t~or
[~ayment in such amounts.
4.2.~ The Architect will have authority to re~-t Work that does not conform to the Contract
Documents, Whenever the Architect consklets it necessary or advisable, the Architect w01 have
authority to tequL,'e inspection oz' testin$ of' the Work in accordance with Subparagraphs z~.~.2 and
1~.~.3. ~ or not pJch Work is fabricated, installed or completed. However, neither this
autbo~ty oF t~e Azcl~tect nor a decision made in good faith either to exercise or not to exerd__'~
such authority shall give rise to a duty or responsibility of the Architect to the Contractor,
Subcontraclxx~ n~tetial and equipment suppliers, their ag~tmts or employees, or other persons or
entities performin~ portions of the Work.
4.2.7 The. An:hltect w01 review and approve or take other appropriate action upon the
Contractor s submittab such as Shop Drawin~ Product Data and Samples, but only for the
limited purpose of dm:l~g for cenformance w~th information and the
. g~ven design concept
expressed in the Contract Do~,t~nts. The Architect's action will be taken with such reasonable
promptness as to cause no dei~y in the Work or in the activities of the Owner, Contractor or
separate contractors, while ailowin~ ~nt time in the Architect's professional jud~nent to
pet-mit adequate review. Review of such submittzt~ is not conducted [or the purpose of
determining the accuracy and completeness of other details such as dimensions and quantities, or
for substantiatiz~ imt~ctions ~or installation or perfi~mance otr equipment or systems, all oF
which remain the responsibility of the Contractor ~s required by the Concract Documents. The
Architect's review oFthe Contractor's submittals shall not relieve the Contractor oF the obligations
under paragraphs ~-3, 3.~ and ~.tz. The Architect's review shall not constitute approval of sa[ety
precautions or, unless othezwise specifically stated by, the Architect, of any construction means,
methods, techniques, sequences or Mocedures. The Architect's approval ot~ a specific item shall
not indicate approval of an assembly of'which the item is a component.
4.2.1 'fhe Architect will prepare Change Orders and Conaztuction Change Directives, and may
authorize minor chants in the Work as provided in Para&r~ph 7.4.
4.2.g The A~zitect w~rl conduct inspections to determine the date or dates of Substantial
Completion and the date of' ~ completion, ~ receive and f'or, vatd to the Owner. tror the
Owner's renew and recorc~ written warranties and related documents required by the Contract
a~d as~mbled by the Contractor, and will' issue a final Certificate t~or Payment upon compliance
with the requirements of the Contract Document~.
4.2.10 If the Owner and Architect agree, the Architect will provide one or more project
representatives to assist in carrying out the A~,hitec~'s responaibilities 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
requirem:~nts of.. tl~e Contract Documents on written request of either thc Owner or Contractor.
~NER~L ¢ONOITI
OF THE CONTRACT~O~
CONSTRUCTION
Tht AntlflCMq IltSfif~l
17'JS New Yo~k A~mm~, N.W.
W~hinfon. D.C.
~EB 18 '88 10:~2 ~ ~YAN 95d~?6J05 TO ~a10798
& DOCUMENT A~01-1~7
G f, N~ RAI,, CON01TIONS
nit TH[ CONTRACT
CONSTRUCTION
17~ N~ ~k Av~ N.W.
w~ D.C. ~5~2
-The Archite~'s response to such requests will be made in writing within any time limits agz~ed
upon or otherwise with re~sonable promptness, If no agreement is made concerning the time
within which interpretations required of the Architect shall be ~urnished in compliance with this
Paragraph 4.2, then delay shall not be recognized on account of failure by the A~:hitect to R~mish
such interpretafion~ until ]5 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 ~om the Contract Documents and will be in writin8 or in the form of
drawings. V~en making such interpretations and initial decisions, the A~:hitect will endeavor to
secure faithful performance by both Owner and Contractor, will not show partiality to either and
will nm be liable for results o( interpretations or decisions so rendered in good faith.
4.1.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent
with the intent expressed in the Contract Documents.
43 CLAIMS AND DISI~ITES
43.1 DeFinition. A Claim is a demand or assertion by one of the parties seeking, as a matter o~.
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 matte~ in queslion between the Owner and Contractor arising out of or xeli_tin~ to
the Contract. Claims must be initiated b~. written notice. The responsibility to subslantlnte ~
shall rest with the party making the Claim.
43.1 Tune Limtu on C,t~ns. Claims by either party must be initiated within --,~ days after
occurrence of the event giving rise to such Claim or within ~z days after the claimant first
recognizes the condition giving rise to the Claim, whichever is later. Claims must be initiated by
written noL~ce to the Architect and the other party.
4..t.3 Continuing Contract Performance. Pending final resolution of a Claim except as
otherwise a~reed in writing or as provided in Subparagraph 9.7.t and A:ticle ~4, the Contractor
shall proceed diligently with performance or' the Contract and the Owner shah continue to make
payments in accordance with the Contract Documenu.
43.4 CJaims for Concealed or Lin]mown Conditions. Il' conditions are ez~counteted at the site
which are {1) subsurt'ace or otherwise concealed physical conditions which differ materially from
those indicated in the Contract Documents or (z) unknown physical conditions of an unusual
nature, which differ materially Rom those ordinarily found to exist and generally ~zed as
inherent in construction activities of the character provided for in the Contract Documents, then
nouce by the observing piny shall be' given to the other party pmmpOy before conditions are
disturbed and in no event later than 2: days airter first observance of the conditions. The Architect
wiU promptly investigate such conditions and, if they differ materially and cause an increase or
decrease in the Contractor's co~t of, or time required for, performance of any part of the Work,
will rt.'commend an equitable xtiustment in the Contract Sum or Contract Time, or both. If the
Architect detetmine~ that the conditions at the site are not materially different from tho~e
indicated in the Contract Documents and that no change in the terms o[the Contract is justified,
the Architect shall so notiF/the Owner and Contractor in writing, stating the reasorts. Claims by
either patty in opposition to such determination must be made within u day~ after the Architect
has given notsce of the decismn. Zt~ 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 Arch~tec~ for initial determination, subiect to further proceedings pursuant t°
Paragraph 4.4.
~EB ~ '00 LO:~Z ;~ RY¢:~ 95442763t~5 954 42T 6305 TO 2410798 P.2:/44
4.3.s Claims for Additional Co~t. Ii'the Contractor wishes to make Claim for an increase :n the.
Contrzct Sum. written notice as provided herein shall be siren before procffdir~ to execute the
Work. Prior notice is not required for Claims relating to an emergency encianBedng life or
property ~tsing under PtraSraph 1o.6.
4.3.~ [f the Contractor believcs additional cost is involved for reasons including but not limited
to h) a written interpretation from the Architea. (z) an order by the Owner to stop the Work
where the Conu-acxor was not at fault, (~) a written order for a minor change in the Work issued
by the Azr. hi~ (4) failure of payment by the Owner. (5) termination of the Contract by the
Owner, (6) Owner's smpension or (?) other re~onable ~rounds, Claim shall be filed in
accordance with this Paragraph
4.1.7 CLAIMS FOR AINNTIONAL TIME
43.7.1 If t.~ Con~ wishes to n~ake Claim for in increase in the Contract Time, written
nofic~ as lxovided' herein shall be ~iven. The Contractor's Claim shall include an estimate of cost
and of probable effea of delay on proG'css, of the Work. In the case of a continuing delay only one
43.7A I~ advene weather conditions i~¢ the besLs for a Claim for additional time, such Claim
shill be dooxmented by data. su~ that weather conditions were abnormal for the
peri~ of time, ~ not hav~ been mso~.ibly antidpated and had an adverse effect on the
4JJ ~ ar ~ to l~z~lmm, ~. If either party to the Contract suffers injury or
damqe to pason or ~y because of in act or omission of the other party, or of others for
whose acts such party ts ieplly reslXa~'ble, written notice of such injury or damage, whether or
not in~J~i, shall be given to the other party within a reasonable time not exceeding 2i days after
c~. The notice ~ provide sufficient detail to enable the other party to inv~stisate the
matter.
43.0 If unit prices ~m stated in the Contract Documents or subsequently agreed upon, and if
quantities ori$inally contemplated a~e materially changed in a proposed Change Order or
Construction Chan~e ~ive so that application of such unit prices to quantities of Work
proposed will cause mlxiantial inequity to the Owner or Contractor, the applicable unit prices
shall be equitabb/adjusted.
43.10 C3~ ~or Ooi~ml,izl Dama~. The Contractor and ~n~ ~i~ C~s apinst
~ ~ f~ ~~ti~ ~a~ ~g ~t of ~ ~ating to this Contact. T~s mutual
J d~ ~ ~ ~e ~er for ~ ~s, for I~s of u~, income, p~fit,
financing. ~ ~ ~tafion, 'and for [~ of management or empl~ee
pr~~ ~ of~e ~ OF tach ~ and
.~ d~a~ ~ ~ the Con~ ~ ~1 office ex~n~s i~ludin~ the
~fi~, ~ ~ l~ of profit ~e~ ~d~ed profit arising di~fly ~om ~e Work.
~is mutu~ ~ is applica~e, wither limitation, lo aH con~enti~ dm~s due to either
~ny's ~inati~ ~ ~ce ~ ~~ N~hing contain~ in this Sub~g~ph
~ ~ deem~ m precise ~ ~ of ~at~ direr damages, when applicable, in
accordance ~th ~ r~u~ts of ~'~ ~umen~.
4.4 RESOLUTION oIr CLAIMS ANO DISPUTES
4.4.1 Dedsion cd Archit~,ct. Cllin~. including those alle$in$ an error or omission by the
Architect but exdudin$ those ~ under P~ra~raphs :0.3 throvgh to4, shall be referred
initially to the Architect for decision. An initial decision by the Architect sl~il be required as a
GENERAl. CONDIT
of ~,l COre,ACCel
CONSTRUCTION
~t~ O.C.
~A OOCUI4ENT A301.14JI7
GENERAl, CONOITIONS
,. OF TH~ ¢ONTAACT ItOR
CONSTRUCTION
the A~ Insfitute
of A~i~fs
1735 New ~k A~ N.W.
- condition precedent to mediation, arbitration or litigation of all Claims between the Contractor
and Owner truing prior to the date ~nai payment is due. unle~ ~o days have passed after the
Claim has been ret'erred to the Architect with no decision having been rendered by the Architect.
The Architect will not decide disputes between the Contractc~r 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 oir the foilowin8 actions: (]) request additional supporting data from the claimant or a
response with supportin$ data fi'om the other patty. (2) reject the Claim in whole or in pa~t, (3)
approve the Claim. (4) suggest a compromise, or (5) advise the patties that the Architect is unable
to resolve thq 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 Ciaim~, the Arc, tact may, but shall not be obligated to, cottsult with or seek
int'ormation Rom eil~er party or ~'om persom with special knowledge or expertise who may
assist the Aa:hitect in ~'~iering 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 patty shall respond, within ten days after receipt of ~ request, _saxI ~
either provide a response on the requested supporting data. advise the Architect when the
response or supporting data w~ be furnished or advL~e the Arr. hitect that no suFlx~ (~ata ~1
be ~umished. Upon receipt of the response or supporting data. if any, the Atthitect 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 slate thc rea.
sons therefor and which shall noti~ the parties of any change in the Contract Sum or Contract
Time or both. The approval or reiection of a Claim by the Architect shall be ~ and binding on
the pat~ies but subject to mediation and arbitration.
4.4.~ When a written decision of the Architect states that (~) the decision is final but subject to
mediation and arbitration and (2) a dema]~d trot arbitration orr a Claim covered by such decision
must be made within 3o days after the date on which the party making the demand receives the
final written decision, then failure to demand arbitration within said' ~ days' period t~a~ result
in the An:hitect's decision becoming final and binding upon the Owner and Contractor. If the
Architect renders a decision after arbitration proceedings have been initiated, such dec~im~ may
be entered as evidence, but shall not supersede arbitration proceedings unle~ the decision is
acceptable to ali parties concerned.
4.4.7 Ill}on receipt of a Claim agaillst the Contractor or at any time thereafter, the Architect or
the Owner may. but is not oblisated to, notify the surety, il: any. orr the nature and unount of the
Claim. Itr the Claim t~lates to a possibility of a Contractor's detrault, 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 l~' a Claim relates to or is the ~ubjcct ot~ a mechanic's lien, the party asserting such Claim
may proceed in accordance with applicable law to comply with the lien notice ot ~ilin$ deadlines
prior to resolution of the Claim by the Architect, by mediation or by arbitration.
4.5 MEDIATION
4.S.1 Any Claim arisint~ out of or ,:i&ted to the Contract, except'Claims relatin$ to aesthetic
eff'ec~ and except those waived as provided for in Subparagraphs 4.3.to, 9.so.,s and 9.~o.~ shall, after
initial decision by the Architect or 30 days after ,~bmisston otr the Claim to the Architect. b~
subject to mediation as a condition precedent to arbitratWn or the in.~tRution oi letal or equRable
proceedings by either parW.
4.S.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 Auodation currently in eft, ct. Request iror mediation shall be filed
in writin~ with the other patW to the Contract and with the American Arbitration A~ociation.
The request may be made concurrently with the filing of a demand for arbitration but, in such
event, mediation d~ll proceed in advance otr arbitration or legal or equitable proceedings, which
shall be stayed pending mediation for a period oF 60 days ~rom the date of t~ling, unless stayed for
a longer period by agreement of the pan/es or court order.
4J.3 The patties shah share the mediator's tree and any Rlin~ tees equally. The mediation shall
be held in the place where the Pto~'ct is located, unless another location is mutually agreed upon.
Al~eemenu reached in mediation shall be enforceable u settlement agreemenU in any court
havin~ juttKl~ thereof.
4.6 ARBITRATION
4.0.1 Any Claim arisin$ out of or tdated to the Contract, except Claims relating to aesthe, i¢
effea and exr, elR those wa/red as ~ for in 5ubparalraphs 4.~.10, 9.m.4 and ~.10.% shall, after
decision by the ~itect or ~o days aft~ submission of the Claim to the Architect, be subject to
arbitration. ~ to azbitration, the patties shall endeavor to resolve disputes by mediation in
4.6A Ch/tm not resobed by mediai/m~ ,hall be decided by' arbitration which, unless the parties
mutually a~ee othenvise, shall be in accordm,:e with the Construct/on Industry Arbitration
Rules of the Amerkan A~iLvation Assodation currently in effect. The demand for arbitration
shall be l~led in wtitln~ with the other party to the Contract and with the American Arbitration
Association, and a copy shall be fried with the Architect.
4.Lt A demand R)t azbitration shall be made within the time limits specified in Subparagraphs
4.4.& and 4.~.z as applicalde, and in other cases within a reasonable time after the C~aim hu arisen,
and in no event sha]l it be made after the date when institution of legal or equitable proceedings
based on such Claim would be ban~ by the applicable statute of limitations u detemfined
ptttSuant to ParaGraph ~.7.
4.4.4 l.;,,;tatioa oll Coa.tcdidatio~ at ~/nder. No arbitration arising out of or relating to the
Contrn~ shall include, by ¢omolida~ion or joindet or in a. ny other manner, the Architect, the
Architect's employees or consultants, except by written consent containing specific reference to
the Agreement and signed by the Aghitect, Owner, Contractor and any other person or entity
sought to be ioined. No arbitration shall include, by consolidation or ioinder or in any other
manner, pa. ties other than the Owner, Contra~or. a separate contractor as described in Article S
and other persons mbatantiall¥ involved in a common question of fact or law whose presence is
requited if complete relief ts to be ~ in arbitration. No person or emity other than the
Owner. Contractor or a ~parate contractor as described in Article 6 shall be included as an
nn$inal third party or additional third patty to an arbitration whase interest or responsibility is
insubstantial. Consent to arbitration involving an additional person or entity shall not constitute
corts~nt to arbitration of a Claimnot described therein or with a person or entity not named or
descri~ therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an
additional person or entity duly comentcd to by parties to the Agreement shall be specifically
enforceable under applicable law in any court having jurisdiction thereof.
GENERAL COND!~ ~IS
OF THE CONTRACT FOR
CONSTRUCTION
-4.&.5 Claims and Timely Assertion of Claims. The party filing a no,ce of demand for
arbitration must assert in the demand all Claims t~en known to that party c~zl which arbitration
is permitted to be demanded.
4J.a iudgment on Final Aw"ad. The award rendered by the arbitrator or arbitrators shall be
anal, and judsment may be entered upon it in accordanc~ with applicable law in az~y court
having jurisdiction thereof. .
~1~7 AIA4~
G[N[RAL CONDITIONS
Of ?k[ CONTRACT FOIl
¢0NSTROCTION
The Amer~c~l~ Institute
of
1735 New York Avenue. N.W.
Washin~n, D.C.
ARTICLE S SUBCONTRACTORS 5.1 DEFINITIONS
3.1.1 ^ Sul:~:ontractor 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 re,'red to th..oughout the
Contract DocumenL~ as itr 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 o(a s~pante contractor.
5.1~ A Sub-subcontractor is a person or entity who has a direct or indirect contract with a
Subcontractor to perform a portion c~ the Work at the site. The term "Sub-subcoatractor' is
referred to throuli~ut the Contr-.ct Documents as if singular in number and means ·
Sub-subcontractor or an authorized rcptes~tative of the Sub-subcontractor.
_--
$.2 AWARD Of SUICONTRACTS AND OTHER CONTRACTS fOR PORTIONS Olr THE WORK
5.2.1 Unless otherwise stated in the Contract Documents or the ~ mqui~ the
Contractor, as soon as practicable after award of the Contract, shall Ru-nlsh in writing to the
Owner throush the Architect the names of persons or entities (including tho~ who are to furnish
materials or equipmem fabricated to a special design) proposed for each. principal portion of the
Work. The Architect will promptly reply to the Contractor in writing statL~ 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 nociea of no
reasonable objection.
5.2.2 The Contractor shall not contract with a proposed pe~on or entity to whom the Owner
or Architect has made reasonable and timely objection. The Contractor shall not be requir~ to
contract with anyone to whom the Contractor has made reasonable objection.
S.2J If the Owner or Architect has reasonable objection to a person or entity pro. ed by the
Contractor, the Contractor shall prolx~e another to whom the Owner or Att. hitec~ has no
reasonable objection. If the proposed'but rejected Sulxontractor was reasonably capable o~
performing the Work, the Contract Sum and Contract Time shall be iac~ or decreased by the
difference, if any, occasioned by such change, and an appropriate Change Order shall be issued
before commencement of Se sub~itute Subcontractot's Work. However, no increase in the
Contract Sum or Contract Time shall be allowed for such chanse unless the Contractor has acted
promptly and responsively in submitting names as required.
5.2.4 The Contractor shall not chanse a Subcontractor, person or entity previously selected if thc
Owner or A:chitect makes reasonable objection to such substitute.
S.3 SUBCONTRACTUAL RELATIONS
5..1.1 By appropriate agreement, written where legally required for validity, the Contractor shall
require each Subcontractor. to the ~tent of the Work to be per£ormed by the Subcontractor, to be
bound to the Contractor by terms oL' the Contract Documents. and to assume toward the
Contractor all the c~,l,~ations and responsibilities, including the responsibility for safety ot' the
Subcontractor's Work, which the ContrKtor, by these Documents, assumes toward the Owner ami _
Architect. Each subcontract asreement shldl preserve and protect the dShts of the Owner and
Azchitect under the Contract Documents w(th respect to the Work to be performed by the
Subcontractor so that subcontracting thereof will not prejudice such rights, and shall aUow to the
Subcontractor, unless speci~ically provided otherwise in the subcontract eSteement, the benefit of
all hg,hts, remedies end redress ag,ainst the Contractor that the Contractor, by the Contract
Documents, has asaL, m the C%~rner. Where appropriate, the Contractor shall require each
Subcontractor to enter into similar .-,$reemems with Sub-subconLractors. The Conuactor shall
make avagable to each ~roposed Subcontractor. prior to the execution of the subconU'act a~ree-
me~t. copies of the Conu~t Documents to which the Subcontractor will be bound, and, upon
written request of the Subcontractor. identi~y to the Subcontractor terms and condiLion,s of the
ptopoeed subcontract a&teement which may be at variance with the Contract Documems.
Subcoa~ will similazly make copies of applicable portions of such documents available to
their test:active p~oLaosed Sub-~ubcontra.'tots.
S.4 CONI'INGENT ASSIGNMENT Ofr SUICOIdTRACTS
5.43 EKh subcc~tnct affreement loc a portion of thc Work is assi~ by the Contractor to the
.~ ~ is effect~ only after ~,,ination of the Contnct by the Owner for cause
puauam to Pmera~ ~.z md o~,y ~or ~ subcoatract a~.emenu which the Owner
accepta.by notifyin8 the Stdxxmtractor and Contractor in w~itins; and
.~ asai~nmem ia mbject to the prior rishu of the surety, if any, obligated under bond ·
relatL~ to the Contract.
s.4.2 ~ such assi~nam~ it' tMWock hes been smpended for more than ~o days. the
Subcontractor's compensation shall be equitebly adjusted for iacreases in cost resulting from the
ARTICLE 6 CONSTRUCTION IY OWNER OR BY SEPARATE CONTRACTORS
~.1 OWNER'S RIGHT TO PIRFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS
S.I.1 The Owner ~serves the ti&bt to perform construction or operations related to the Project
with the Owner's ow~ fOTCeS. ~ to awazd separate contra:ts in connection w~th other portions
of the Project or other coasttuctJon or o[~erations on the site under Conditions of the Contract
identical or substantially similar to these incka:lin$ thOM portions related to insurance and
waiver of subrogation. If the Contractor claims that delay or additional co~t is involved because of
~ch action by the Owner. the Coutraaor shall make such Claim as provided in Paragraph 4.3.
6.1.2 When ~eparate contracts ate awazded t'o~ di~erent p~rtions o~ the ~o~ or other
~~on ~ o~ ~ ~e si~, ~ te~ 'Co~or" in ~e Contr~t D~umen~ in ~
~ ~ ~ ~ ~n~ w~ ~' e~h ~pa~te ~cr-Contra~or ~ement.
&.13 The Owner t,~]] ~de/or coordination-of the activities of the Owner's own t'o~ce~ and
of each separate contractm wit~ the Work of ~ Conlr~or, who shall cooperate with them. The
Co~tractor sh~ pattidpate with other separate contractors and the Owner in re,dewing, their
construction schedules when directed to do so. '['he Contractor shall make any revisions to the
construction schedule deemed necea~ry aEt~t a joint review and mutual asteement. The
construction schedubs shaU then constitute the schedules to be used by the Contractor, sepazate
contractors and the Owner uatil subsequent~ revi~.
6.1.4 Unle~ otherwise provided in the Contract Documents, when the Owner performs
cor~truction or operations related to the Project with the Owner's own t~orces, the Owner shall be
deemed to be subject to the same oblisations and te have the same rishts which apply to the
GINERAL CONOITi ~S
OF THE CONTRAC!~ ~R
CONSTRUCTION
I~5 ~ ~ A~, N.W.
~~ D.C. ~5~9]
~EB 18 '~0 10:J~ ~e R¥~ 95d~276JO$ 95~ ~27 GJOS TO 2~10798 P.26/~
Conlractor under the Conditions of the Contr~;t, including, without excluding o~hers, tho~e
sta~-.d in Article 3. this Article S and Articles ]o, n and
t2 MUTUAl. R[SPON$1~ILITY
~.2.1 The Contractor shall afford the Owner and separate contractors reasonable opl~rtunity
for introduction and storage o[ their materials and equipment and performance o[ their
activities, and shall connect and coordinate the Contractor's construction and operations with
theirs as required by the Contr-~ct Decuments.
0.2.2 If part of the Contractor's Work depends for proper execution or results upon
construction br 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
di~repancies or defects in such other comtruction that would render it unsuitable For such
proper execution and results. Failure of the Contractor so to report shall constitute an
acknowledsment that the Owner's or separate contractor's completed or ptttia~, completed
construction is fit and proper to receive the Contractor's Work, except as to deflects ne4 then
reasonably discoverable,
0,23 The Owner shall be reimlxlrsed by the Contractor for costs incurred by the Owner which
are payable to a separate contractor because of delays, improperly timed activities or d~fectjve
construction of the Contr~or. The Owner shall be responsible to the Contractor for cost~
incurred by the Contractor because of delays, improperly timed ~tivities, dama~ to the WorR or
defectiv~ construction of a sel~ar'ate contractor.
0.~.4 The Contractor shall promptly remedy damage wrongfully caused by the Conua~ to
completed or partially completed construction or to property of the Owner or separate
contractors as provided in Subparagraph m.z5.
0.2.5 The Owner and each separate contractor shall have the same rcsponu'bilities for c~tting
and patching as are de~ribed for the Contractor in .%bparagraph 344.
63 OWNER'S RIGHT fO CLEAN UP
0.3.1 If a disl'~te at~"s among the Contractor, separate ~ontractors and the Owner as to ~
responsibility under their respective contracts for maintaining the premises and surrounding area
free from waste materials and rubbish, the Owner may clean up ~ the Architect will allocate the
cost among thc~e responsible.
GENERAL CONDITIONS
OF TH( CONTRACT
CONSTRUCTION
)'he Am~,~fl
1~5 Ne~ ~k A~ N.W.
ARTICLE 7 CHANGES IN THE WORK '
7.1 GENERAL
7.1.1 Changes in the Work may be a~omplished aher execution of the Contract, and without
invalidating the Contract, by Change O~, 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 Ar-.hitect and
may or may not be agreed to by the Contractor: an order t'or 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 Contraa
Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change
Order, Construction Ch ange Directive or order for a minor change in the Work.
7.2 CHANGE ORDERS
7.2.1 A Change Order is a written instrument prepared by the Architect and sisned by th~
Owner. Contractor and Architect, stating their asreement upon all olr the following: .I change in the Work:
.2 the amount of the ad~stment, iL' ally, in the Contt~ Sum: and
.3 the extent of the adjustment, if any. in the ContracT, Time.
7.2.:, Methods used in determining adiustments to the Contract Sum may include those listed
7.3 CONSTRUCTION CHANGE OIRECTIVES
73.1 A Construction C~anse Directive-is a written order prepared by the Architect and signed
by LI~ Owner and A,,r, hitect, d~'ecting 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 Chan~e
Dim:tire. withom tnv~idatin$ the Contract, order chin&es in the Wo~ w~thin the leneral scope
of the Contract consLsting of addifion~ deletions or other revisions, the Contract Sum and
Comra:~ T~me bein~ icl~sted accordingly.
7.3.2 A ComtnJ~on Chan~ Directive shill be used in the absence o~' total a~,ment on the
terms of a Chin~ C)Kkt.
733 Ifthe Construction Chan~ Dlte~ivc provides for an adjustment to the Coatract Sum, the
ad~stment shall be besed on one or,be foaow~ n~b0ds:
.t mutual of a lump p opedy itemized and supported by sufficient
substanl~ data to permit
.~ unit prices stated in the Contract Documents or subsequently a~reed upon;
j cost to be determ~,,-d in a manner agreed upon by the parties and a mutually
.4 as provided in Subparagraph
73.4 Upon receipt of a Comt~ction Chnn___ge Directive, the Contractor shall promptly ps~:eed
with the chanse 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 p~ adjustment in the Contract Sum or Contract Time.
73.S A Construction Chan~e Directive signed by the Contractor indicates the agreement of the
Contractor therewith, includ~ adjustment in Contract Sum and Contract Time or the method
L'or determinin~ them. Such agreement shah be effective immediately and shall be recorded as a
Change Order.
73.~ If the Contractor does not tea-pond promptly ot disagrees with the method t'or adjustment
in the Contract Sum, the method and the adjustment shall be determined by the Architect on the
basis of reasonable ecpenditures and savings of throe performing the Work attributable to the
chart&e, including, in case of an increase in the Contract Sum, a reasonable allowance for overhead
and profit. Zn such c~_~ and also under Clause 7.~.3,3, the Contractor shah keep and present, in
such form as the A~chitect may prescribe, an itemized accounting together with appropriate
supporting data. Lln__t,~__~ otherwise provided in the Contract Decuments, costs for the purposes of
this Subpetagraph 7.~.6 shall be limited to the followin8:
.~ costs of labor, including social secu~ty, old age and unemployment insurance. ~Lnge
benelqts required by agreement or custom, and workers' compensation insurance:
.~ cosLs of matenaJ~ supplies and equipment. ~cludint~ cost of transportation, whether
incorporated or comumed;
-] rental costs of machinory and equipment, exclusive or' hand tooLs, whether rented from
' the Cc~ntractor or others4
~HE~AL ¢ONO~i
CONS?KUCTION
The Alneric~ ifllfiffufe
173S New ~m'k Avem~ fi.w,
washinlw~ o.c ~s24J2
.4 costs of premiums Bor all bonds and insur~rKe, permit Bees, and sales, use or simiJar
taxes related to the Work; ami
.s additional costs of supervision ,nd field office personnel directly attributable to the
change.
7.3.7. The amount of credit to be anowed by the Contractor to the Owner i:or a deletion or
change which results ~ a net decrease in the Contr~t 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 t'or overhead and profit shall be figured on the basis of net
in~, it' any, with respect to that change.
7..t.I Pending final determination of the total cost oB a Construction Change Directive to the
Owner, amounts not in dispute for such changes in the Work shall be indudad in Applications for
Payment accompanied by a Change Order indicatin8 the parties' agreement with part or all of
such costs. For am/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 o(c~t shall adjust the Contract Sum on the same basis as a Chan~ Otcl~. subject
to the tight of either party to disagree and assert a claim in accordance with AzSJcle 4.
7.3.! When the Owner and Contractor agree with the determination made by, the Architect
concerning the adjustments in the Contract Sum and Contract Time, or mhezwise ~:teacb
a~reement upon the adjustments, such a~rteernent shall be et.t.ective immediately and ~ be
recorded by preparation and execution or' an appropriate Chan~e Order.
7.4 MINOe CaAmSU I# mE WO~
7.4.! The Azchitect will have authority to order minor changes in the Work eot involving adjust.
meat in the Contract Sum or extension or. the Contract Time and not inconsistent with the intent
oE the Contract Documents. Such changes shall be effected by written order and shall be bincLin8
ors the Owner and Contractor. The Contractor shall carry out such written orders promptly.
ARTICLE I TIME
I.I DEFINITIO4~
e.1.! Unless otherwise provided. Contract Time is the period of time, including authorized
adjustments, allotted in the Contract Documents for Substantial Completion ofr the Work.
1.1.2 The date of commencement of the Work is the date established in the A&reement.
t1.~ The date of Substantial Completion is the date certified by the Architect in accordance
with Paragraph 9.8.
E NF. RAL CGNOI?IONS
THC CONTRACT FOR
CONSTRUCTION
M A~S
8.1.4 The term "day" u used in the Contract Documents shall mean calendar day unless
otherwise specifically defined.
8.2 PROGRESS )d~O COMPLETION
8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By
executing the A&reement the COntractor ConRrms that thc Contract Time is a reasonable period
for pcrformin$ the '~)rk.
8.2.2 The Contractor shall not knowingly, except by agreement or instruction o( the Owner in
writing, prematurely commence operation.~ on the site or eLsewhere prior to the effective date o~'
insurance required by Article u to be furnished by the Contractor and Owner. The date of
commencement of thc Work shall not be changed by thc effective date of such insurance. Unless
the date oEcommencement is established by thc Contract Documents or a no, ice to proceed ~iven
b? thc Owner. the Contractor shall notify the Owner in wrltin$ not less than five days or other-
agreed period before commencing the Work to permit the timely filin~ of rnorgeges, mcchanic's
liens and other security interests.
1.2,~ The Contractor shall pro,ced expeditiously with adequate l~orces and shall achieve
Substantial Completion within the Contract Time.
t3 - O~L~YS ANO EXTENSIO~ OF TINE
1.3.1 If ~ ~ ~ ~!~ at any t~e ~ ~e comm~ement or pr~
w ~ ~ ~ oE ~ ~ ~ ~c~ or or w empl~ o~ either, or
empl~ ~ the ~er. or ~ ~ n~ in the Wo~ or ~ ia~r dispu~s, fi~, unusual.
~ph 4.~
e3J This Pat-asra. ~ 0,3 does not lmdudc ncovery'of damq~s for delay by either party under
other paTdstens of the ~ ~
jIdTICLE ! PAYMENTS &lid CONFLETION
t.1 CONllL4CT SUM
t.1.1 The Con '.h. litlSum is stated in theAiireement and, includin~ luthorized idjustments, is the
total amount ~ by .the Owner to the Coutnctor for performance of the Work under the
SCHEDUL[ OF VALUES
~.1 lkfore the .kst,. Application far. l~yment,, the Contractor shall submit to the Architect a
schedule of values' all0cat~ to various portions of the Work, prepared in such t~orm and
supported by such dart to substantiate i~s accuracy u the Architect ma.v require. This schedule.
unless objected to by the Architect, shall be uaed as & basis for reviewing the Contractor's
Applications for Payment,
03 APPLICATIONS fOR PAYMENT
03.1 At least ten diys before the date est3blished for eac~ progress payment, the Cont,~ctor
sh~li sulxnit to'the Architect an itemi~,d Application for Payment for operations completed in
accc~lancc with the sCl~lule' of values. Such ~pplic~on shill be notarized, if~ required, and
supported by such dat~ substantilti~ the Contractor's risht to payment as the Owner or
Architect mi¥ ~equir~suc~. as copies of requi~iticms., f~.m Subcontr'~ctors ~d material suppliers,
ar~d refle~ina reta~ .Gn~.. if provided for in thc. C~ttict i~'uments.
~3.tI As ~ in Subparasr,ph 7,3-8, such G'pplic'ations may include requests for payment on
account of chan~s in the Wor~ which hb'vv been properly authorized by Con$~'ucLion Change
Directive, or ~y interim determinafiom'oCthe Architect, I~t not yet included in Change Orders.
· 3.1,2 Such applications may nm include requests for payment for portions of the Work for
which the Contractor does not inte~l to l~y to a Subcontractor or material supplier, unless such
~'ork has be~: i~e~formed by other"whom the Contractor intends to pay.
,ada DOCUMENT
GENERAL CONOI?I~-
OIIr THE CONTRACT
CONSTI~UCTION
The AMicln Insmusl
1735 New YOW ~ N.W.
W~shinimn, C).C. 2tXZCi-S2~2
incorporation in the Work. If approved in advance by the ~er. paym szmilarly ~ m~
for ma.~.s ~d .q'pment suitably store~ off the ~~
Pavment for mate~a~ ~ ~i~ment -,~--~ _~re~o u~n in w~ting.
~st, and shall inc[u~ ~e
~ of a ' e ~u~e, sto~g~ and trans~adon to the site /or su~ · .
t.3.3 The Contractor wan-ants that tide to all Work covered by an Application for Payment will
pass to the Owner no later than the time of payment. The Contractor R~rt]let wan-ants that upon
submittal of an Application/or 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 intetesls or encum.
brances in favor of the Contractor, Subcontractors, material suppliers, ot other persons or entities
making a claim by tea,son of having provided labor, materials and equipment relatin~ to the Week.
L4 CERTIIqCA~E5 FOR PAYMENT
t.4.1 The Arcl~t~t w~. with~ s~ven days alter receipt DJ' the Contrlc~or's Xp~ for
Payment, either L~'ue to the Owner a Certificate for Payment. with a copy to the Contrac~r, for
such amount as the Architect determines is properly due, or notify the Contractor and ~in .
writing of the Architect's reasons for withholding certification in whole or in part as provided in
Subparagraph
~.4.2 The issuance of a Certificate for Payment will constitute a representation by the Arch~
to the Owner, based on the Architect's evaluation of the Work and the data comprisin$ 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 result,sole
subsequent tests and inspections, to correction orr minor deviations From the Contract Documents
prior to completion and to specific qualifications expressed by the Architect. The issuance oF a
CerQficate for Payment will fi~rther 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 {~) made exhaustive or continuous on-site inspections to
check the quality or quantity ot' the Work. (2J reviewed construction means, methods, techniques,
sequences or procedures, (3) reviewed copies of requisitions received fi.om Subcontracton 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 u.~ed
money previously paid on account of the Contract Sum.
9.S DECISIONS TO WITHHOLD CERTIfiCATION
I.S.! The Architect may withhold a Certificate t'or Payment in whole or tn part. to the extent
reasonably necessary to protect the Owner. if in the Architect's opinion the representations to the
Owner required by Subparagraph ~.~.2 cannot be made. It' the .~chitect is unable to cerQ~v
payment in the amount otr the Application. the ,'Vchitect will notify the Contractor ~nd Owner as
provided in Subparagraph 9.4.1. It'the Contractor and ,Vchitect cannot agree on a revised amount.
the Architect will promptly issue a Certificate for Payment for the amount/or which the Architect
i.~ 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 pa~t of a
Certificate for Payment prt'viously issued, to such extent as may be necessary in the Atchitect~
,o .-
opinion to prot~:~ the Owner from los~ [or which ~¢ Contractor is r~ponsible, including
.~ d~tive Work not ~medi~;
unle~ ~cudty Kcept~le to ~e ~er is p~ ~ ~e ~ntra~or;
.3 F~iu~ of the Contr~or to m~ pa~enO pro~r~ to Su~on~to~ or for la~r~
ma~ais Or ~ipmen~
~ ~ ~e that ~e ~ ca~ ~ c~ple~ for ~e un~d ~}anc~ of
J ~ to ~ ~ or ~h~ comnc~or;
.~ r~bk ~nc~ th~ ~ W~ ~ n~ ~ ~mplet~ within th~ Contrgt Time,
.? ~sis~t ~ to ~ ~t the Wo~ in ~e ~ ~e Contr~ D~ments.
The Atchi~.will, on reque~' ~ to a Subcontractor, if practicable, information
ze~zzxiiag perc~t~ Of compk, tJo~.~x~lmounts applied for ~ the Contractor a~ action t~n
~n ~ ~ ~ a~ ~ Oa ~nt of ~0~ Of the W~k done ~ su~
~.~ ~ nor ~hi~ s~ ~ ~ ~i~on to pay or to ~e to ~e paint
~ ~ ~~.~ ~ ~itut~ ~~k n~ in accord~c~ ~th the Contr~
~.,.7 Unless thtContractor provides th~ Owner with a payment bond in the ~uil penal sum of
thc Contract Sum, payments received by th~-.Contrtctor for Work properb- performed by
Subcontr~:tors tnd~.:~uppliers si'mil he hek],'-by'the Contractor For thos~ Subcontractors or
suppliers wJlb' perR~rmed Wock .or furnished materials, or both, under contract with the
Coatz'actor for which pWmeat w~made by the Owner. Nothing contained herein shall require
money to be [dated in a seFezale.ai:~aum and not commingled with money of the Contractor,
shall create any fiduciary liabi~ty ~'tort liability on the part of the Contractor for breach of trust
or sh~ll entitle any person or entity to an award of punitive damages against the Contractor for
bee. ach of th~ r~luUemez~ og this provision.
~ OOCUMENT ~ ~.1~e7
GENERAL CONOi~NS
oIr Tl,4g ¢ONTRA¢~ FOR
¢ONSTkUCTION
~[N~f RA(. CONOITIONS
_ 2Ir TN~ ~ONTRACT
CONSTRUCTION
Th~ A~l~'~n
Of A~hi~f~
17JS ~w Y~ A~ N.W.
g.7 FAILURE OF PAYMENT
g.7.1 [f the Architect does not roue a Certificate t'or Payment, through no fault 'orr thc
Contractor, within seven days after receipt of the Contractor's Application Ear Payment, or if' the
Owner does not pay the Contractor within s~ven days after the date establL~hed in the Contract
Documents the amount certified by the Architect or a~rded 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 ha~ been received. The Cor~trac! Time shall be extended appropri-
ately and the Contract Sum shall be increased by the amount of the Contractor's rea.~onabte costs
of shut-down, delay and start-up, plus interest as provided for in the Contract Documents.
g.g SUBSTANTIAL COMPLETION
g.I.! 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.
~.L2 When thc Contractor considers that the Work. or a portion thereof which the
agrees to accept separately, is substantially complete, the Contractor shall prepize md submit to
the Architect a comprehensive llst of items to be compkted or corrected prior to final payment.
Failure to include in item on such list does not liter the responsib~ity of the Contrlctor to
compile all Work in accorchnce with the Contract Documents.
I.gJ IApon receipt of the. Contractor's list, the Architect will make an impection to ~
whether the Work or desisnated portion thereof is substantially complete. If th~
inspection discloses ~ item, whether or not included on the Contractor's list, which is not
sufficiently complete in accorchnce with the Contract Documem~ so that the Owlaer can occtzl~
or utilize the Work or clesi~nited portion thereof for its intended u~e, the Contractor shsII, before
issuance of the C, ertifi~ of Substantial Completion, complete or cotlect-such item up0EI
notification by the Architect. In such case, the Contractor shall then submit a request for another
inspection by the Architect to determine Substantial Completion.
~.L4 When the Work or designated portion thereof is substantially complete, the Architect will
prepare a Certificate of Substantial Completion which shall establish the date or' 5ul:mantial
Completion, shall establish responsibilities oF the Owner and Contractor for security,
maintenance, heat, utilities, damage to the Work and insurance, and shall ix the time within
which the Contractor shall finish all items on the list accompanyin$ the Certi~cate. War~anties
required by the Contract Documenu shall commence on the date of Substantial Completion olr
the Work or designated portion thereof unless othetwis~ provided in the Certfficate ot'Substantial
Completion.
~.&s The Certificate of Substantial Completion shall be submitted to the Owner and
Contractor for their written acceptance of responsibilities assigned to them in such ~.
L1pon such acceptance and consent of surety, if any, the Owner shall make payment of reteinage
applying to such Work or designated Portion thereof. Such payment:shall be adjusted for Work
that is incomplete or not in a~cc~dance with the requirements o~' the Contract Documents.
~.g PARTIAL OCCUI~NCY OR USE
9.~.! The Owner may occupy or use any completed or partially completed portion of the Work
at any stage when such portion is designated by .~eparate agreement with the Contractor.
provided such occupano/or use is consented to by the insurer as required under Clause l~l.Z.5 and
authorized by public authorities having jurisdiction over the Work. Such partial occups.nc), ot 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 olr them for payments.
retainage, ii' any. security, maintenance, heat, utilities, damage to the Work and insurance, and
hav~ agreed in writing concernin$ the period ~'or correction of the Work and commencement of-
warranties required by the Contrac~ D(~-uments. When the Contractor considers a portion
substantially complete, the Contractor shall prepare and submit a fist to the Architect as
provided under Subparnoraph 9.8?-. Consent of the Contractor to partial occupancy or us~ shall
not be unreasonably withheld. The stage of the progress of the Work shall be d~termined by
written asreement belween the Owner and Contractor or, if no asreement is reached, by decision
or' the A~chitect.
t.9.2 .fzzLgledilM~y prioc to such partial occupancy or use, the Owner, Contractor and Azchit~t
sh~li jointly ~ tl~ area to be occupied or portion o1: the Work ~o be used in order to
determine and record the condition of the Work.
9.93 Unless otben~se agreed upon, partial occupancy or use of a portion or portions of thc
Work shall not constitute acceptance of Work not complying with the requirements of the
9.10 IqNAL GOMFLETION AND RNAL II~yMENT
9.10.I U~n mceilX ol~ written aot~ Lhat ~e Work ~s ready [or finnl inspection and acceptance
and UlXm recd.'pt' of a fiaa~ Applkati~'for Payment, the Architect will promlx~y make such
the Contract ~ performed, the Axchi~ will promptly issue a final Certify. ate for l~yment
stating.that to ~e best of the Architect's knowkd~e, information and belief, and on the basis of
the Azc~tect's 0n-si~ visits and im~ the Work ha~ been completed in accordance with
terms and conditions of the ~ Doounents and that the entire balance found to be due the
Con~ and noted in the final ~'is due and payable, The A~chit~ct's final Certificate
~or Payment will r.m~ti.' 'tu~.t' fia'ther ~...t~m~ntation that conditions listed in Subparagraph 9.w,2
ContraCtOr submits to the Atcliitect fl) an affidavit that payrolls, bi~ for materials and
equipment, and other inde. l~edness connec~ with the Work ~or which the Owner or the Owner's
property might be t'es~onn'ble or encumbere~ (k~s amounts withheld by Owner) have been paid
or othet-wi~ satiaGed, (z) a certificate evidencing that insurance required by the Conu-act
Documents to female in force after final payment is currently in effect and will not be ~anceled
or allo~ed to ~ until at least 3o day~' prior written notice ha~ been given to the Owner, (~) a
written statem~t that the Contzactor'kaow~ of no m~tantial reason that the ir~urance will not
be renewable to cov~ the period ~'by the Contr~t Documents, (4) consent of,~urety, if any,
to ~ pa~ ~ ~), if ~ ~ ~ ~, ~er data ~tablishlng ~em or
u~on of ~a~ such ~ ~, rele~ ~ ~ of liens, claims. ~c~ty mte~
~ ~~:~ ~t of ~ ~mr~ ~ ~e e~ent ~ in such fo~ ~ may
~~ ~ ~ ~. If a ~or ~s m ~mish a ~le~ or ~iver req~ ~ the
~~e Con~ ~y ~"a ~nd ~~ to the ~ner to i~mni~ the ~
~s~n.u~~ ' u~=~
,. rem~ ~en~ ~e made, the Con.for sh~l
re~ to ~ ~et ~~ ~at ~ ~ ~.~ Com~Hed to pay in ~cha~in8 such lien,
~luding aH ~'and ~nabie att0m~s' fe~.
~.10~ fi, ~t ~bst~al ~mpl~ ~f~e ~ ~al ~mplet/on ~e~of is ma~aily dehy~
th~sh no fault of.~e Con~ctor ~ ~, i~e of C~e Or. rs aff~t~g fi~ completi~;~
~ ~e ~t so'con~ ~ ~ shaH,~n application by the ~ntracwr ~ ~r~
~0h ~ ~: ~itect. ~ ~(~inatin8 ~e ~nt~ct, m~ paymem of the bal~ce due
. ...., . ,:. a~ '-, .-; ..~-
f~ ~at ~ of the W~ ~'~ted an~ ~cept~. If the remai&ng bala~e for ~k not
. ~ compleed or corrected is I~ ~' retainage sti~iated in the Contr~t D~umems. a~ if
~nds have ~en ~rnished. the written con~nt of surety to payment of the bal~ce due for
. '~ . [' ..
.MA OOC~IdSNT A2C ~7
GENERAL ¢OND!T!~.~
OF THE CONTRACT fOR
CONSTRUCTION
The American Iflsfilv~e
17~JS ~ ~ A~, N.W.
portion oir the Work fi~lly completed and accepted shall be submitted by'.th~ Con~'actor to the
Architect prior to certification or' such payment. Such payment shall be m~cle under terms and
conditions 8oveming final Payment, except that it shall not constitute a waiver or' claims.
t.10.4 '['he making oJ' final payment shall constitute a w~iver o£ Claims by the Owner ~cept
those ~sins fi'om:
.z liens, Claims, security interests or encumbrances arisin8 out ot' the Contract and
unsettled;
· ~ l~ailure of the Work to comply with the requirements or' the Contract Documents; or
3 terms o[ special w~ranties required by the Contract Documents.
t.10.5 Ar, c-eptance or' f'mal payment by the Contractor, a Subcontractor or material supplier shall
cortstitute a waiver or' claims by that payee except those previously made in writin$ and identified
by that payee as unsettled at the time of final Application tror Payment.
ARTICL~ 10 PROTECTION OF PERSONS AND PROPERTY 10.1 SAFETY PRECAUTIONS AND FRC~IAI, L~
10.u The Contr~or ~ Ix respomdble for initiatin& maintaining and sup~4si~ all s~/
precautions and prolrams in connection with the per~ormmce of the Contract.
SAFETY OF PERSONS AND-PROPF. RTY :-
I0.~! The Contraclor shall take reasonable precautions for safety of,"and s~-preV~
teesonable imocection to prevent damage, injury or less to: - -' - -'
3 employees on the Work and other pemons who may be affected ~ '
.a the Work and materiab and equipment to be incorporat~ed the~ein~:~thet
on or off the site, under care, custody or control of the Contzscto~ ~r t~ Con'tzac~ar's
Subcontractoa or Sub-subconttacto~ and ~
J 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 otr construction.
10.~.2 The Contractor shall give notices and comply with applicable laws, ordinances, ales,
regulations and lawful orders of public authorities bearing on sa(cry ot' persons or pmlx~y or
their protection firom damage, injury or loss.
10.241 The Contractor shall erect md maintain, as required by existing' conditions and
Perlrormance of the Contract, reasonable saf'e~uard~ for safety and protection, includ~ posting
dan~er signs and other wsminss ~inst hazards, promulgating safety regulations and. notifyin~
owners and users of adjacent sites and 'utilities.
10.:L4 When use or stora~ of explosives or other hazardous materials or equipr~eat or unusual
methods ~re n~.essary for execution of the Work, the Contractor shall gxgrcise utrecht caze and
carry on such activities under supervision of properly qualified
10.2.$ 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 io in
Clauses lo.~l.~, and lo.a.l.~ caused in whole or in part by the Contractor, a Subcontractor,
Sub-subcontractor. or anyone directly or indirectly employed by any of them, or by anyone For
whose acts they may he liable and trot which the Contractor ,s responsible under Clauses
and m.:4.~ except damage or loss attributable to acts or omissions or' the Owner or Architect or
anyone directly or indirectly employed by either oF them. or by anyone [For who~e acts eithel' of
them may be liable, and not attributable to the £ault or negligence of' the Contractor. The
f'ote~oins, oblisations or' the 'Contractor ~re in addition to the Contractor's obligations under
Paragraph ~.~8.
tO.2.& Thc Contractor shall designate a responsible member oir the Contractor's or~aniz~t4on at
the site whose dvty shall be the prevention of accidents. This person shall be the Contractor's
superintendent unless otherwise desisnated by the Contractor in writing to the Owner and
Architect.
IO.2.7 The Contractor shall not load or i~rmit any par~ o1' the construction or site to be loacled
· ..: ':~'.~' · ~~A~ '
~.~1 :' I~ an ~en~ aEf~.~Y'o/~ons or pm~y. the Contr~to[ s~ll ~, at the
"'~6ntra~r~ diet,ion, to pr~ent t~[e~n~ d~a~e, miu~ or loss. ~ditional coronation or
· xter~ion o( time claimed by the Contractor on account of an emergency shall be determined as
provided in Paragraph 4.3 and Article ?.
GENERAL CONOITIONS
L~OF ~ N[ CONTRACT FOR
CONSTRUCTION
The American Institut~
of ~fs
173S ~w ~k A~ N.~.
Wa~ D.C ~S2~
ARTICLE 11 INSURANCE AND BONDS
11.1 CONTRACTOR'S LIABILITY INSUI~NCE
I1.1.1 The Contractor shall purchase ~zom and maintain in a company or companies law~Hy
authori~d to do ~sine~ in ~e iu~iction in w~ ~e ~o~ct is l~ated such in~ra~e u will
p~t~t the Cont~ctor ~om ~s ~t fo~h ~low which may arise out o~ ~ r~lt ~m ~e
~ntr~tor's o~tio~ un~r thc Contract ~d for ~ the ~ntrac~or may ~ I~i~
wh~h~ ~h' o~rations ~ ~ the ~ntra~or or by a Su~ontr~tor or ~ anyone dirKtl~ or
i~ctly empl~ ~ ~ o~ them. or ~ an~ne ~or wh~e a~s ~y o~ ~em may ~ lia~e:
J cl~ u~er wor~' companion, di~lity ~ne~t and ~er simil~ ~pl~
~ne~t a~s whi~ are 3p~i~ie to ~e Work m ~ ~(orm~;
.2 claims (~ d~s ~ of ~ily inju~, ~pa~onal sickne~ or d~ue, or
mh~ ~ t~ ~n~'s em~;
J ~a~ f~ d~a~ ~ ~ ~ ~nal ~j~ ~it~ c~
~ d~ ~r ~ ~ ~ to ~e W~k i~if, ~u~ o~ in~ ~ ~ ~i~ of
t~ ~y, incl~ ~ of ~ ~ultins them~m;
~ d~ms for ~m~ ~ of ~ ~ju~, ~ath of a ~ ~ p~
~bi~ ~t of ~~ m~~ or ~ of a minor
.z ~ f~ ~ ~W ~ ~y d~e ~ing ~t o; com~ o~~
· cla~s invol~g con~a~ual liability insurance applicable ~ ~
11.1.2 The insurance required by Subparagraph z~.z.~ shall be written for not less than limits of
liability, specified in the Contract Documents or required by law, whichev~ cov~age is greater.
Coverages, whether ~'itten on an occurrence or claims-made basis, shall be maint~ncd wit~ou~
interruption From date of commencement of the Work until date ot~ ~ 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 ~ded with the Owner prior to
commencement of the Work. These certificates and the insurance policies required by this
Para~'aph tr.: shall contain a provision that coverages afforded urKler the policies will not be
canceled or allowed to expire until at least ~o days' prior written notice has been given to the
Owner. If any of the foregoin$ insurance coverages are required to remain in [~ce a~m Es]al
payment and are reasonably available, ~n additional certificate evidencing continuation of such
coverage shall be submitted with the final Application trot Payment as zequ~red by Subparagraph
9ao.2. Information concerning reduction of coverage on account of revised ~__m__its or claims paid
under the General Aggregate, or both, shah be ~tmished by the Contractor wiLh reasonable
promptness in accordance with the Contractor's information and belief.
11.3 PROJECT MANAGIrM[NT PROTECTIVE LIABILITY INSURANCE
11.3.1 Optionally, the Owner may require the Contractor to purch~e and maintain Pro~:t
Management Protective Liability insurance from the Contractor's usual sources as primary
coverage for the Owner'3, Contractor's and Architect's vicarious liability ~'or construction
operations under the Contract. Unless otherwise required by the Contract Documents. thc Owner
~hail reimburse the Contractor ~ incr~asin$ the Contract Sum to pay the co~t of purchasing and
maintaining such optional insurance coverage, a~d the Contractor shall not be responsible for
purchasing any other liability insurance
liability purchased with st~ch coverage shall be equal to the a~.~regate of the limits required t'or
Contractor~ Liability In.~uranee under Clause~
113.2 To the extent damages are cornered by P~o~ct Management Protective Li~flity i~urance.
~ ~. ~~r ~ ~hit~ ~ all ~ts aghast e~ oth~ for d~ages, e~e~ ~h
~ ~ ~ ~ h~ to the pr~.~ of such ins~ce. The ~iicy ~a]l p~de ~or such
~ of ~~ ~ e~o~ment or othe~ise.
]zJJ T~ ~ ~1 not req~re t~ Con~ to in~u~ the ~. ~chi~t or o~r
~ ~ ~ ~ ~ditionnl insures on the ~ntr~or's ~ab~ity l~u,nce ~rage u~r
11.4 PROPERTY INSORANC~
This ' shall include interim of the Owner. the Contractor. Su~ontractors and
without limitation, insurance a~ainst th, perils of tim (with .e~-tended~i.~,l.l.o~.
or damage indudi~, without duplicative, t~sm, malicious_ _mi~hief,
con ,, ao . ,,ind, lai. g?
L
char~ed to the Owner. I ira:tot
is damaged Dy the failure or neglect of the Owner to
purc:hase~ insurance as de~ribed above, without so notifying the Contractor in
...... :__ ~.~f TH[ CONTRACTqIOll
................ ~---', ...... r ...... ~ ......... ~ r--, ....· ....................... ,~ ~ ~kA~. ~.W.
K)CUMENT AdlOl-1~7
N[RAL ¢ONOITIONS
THE CONTRACT FOR
CONSTRUCTION
T~ A~r~ lflstitum
N~ ~ ~ N.W.
mutual
ct to partial occupancy or us~ that would cau.~~~'''~ wzmou¢
written
consent.
t
machinery insurance required by the Contract Documents orby law- --'' -- - -- specific~ll.v
· . 1' wy ,~wner; mis lnsurdrlc¢
---::-:. :: .... : --,-:.-.:.- '_-_~ C:.-.:.-::'_:.- :h:!! _~..-.:.--..~
lo,, of.. of the ' y. m~uaing con,~en,ial ,~ d.e'to ~,. o, oth--"~'-~;,:~
· .- ........... ~':' ..... : .......
t._,~., ~,.c!,' o,.~. ~~t
nc ~.~wner snau w~ve all nj~I/dl~eec~l~m~.e with the ~ of Subpar~,raph U~.TfOr
au,.s~. ~, ~ . .cau,s of loss covered by this separate property insurance. Ali
· ~.~..~~,
each poucy that includes insurance cover~es requireci by this
!h,, ~,. ~. ,.~ ~!~. y ,ha~ the ,oli~
Z exp:re, _=.~t not be reduced, until at least .to days prior written notice has been
-~:'-':.. -; ...:
11.4.7 Wiivers Oir StilN'o~atiOn. The Owner and Comractor waive aU rishts against (:) i~dch other
and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and
(z) the Architect, Architect's consultants, separate contractors descn'bed in Article 6, if any, and
any of their subcontractors, mb-subcontractors, agents and employees, for damages caused by fire
or other causes of 1o~ to the extent covered by property insurance obtained pursuant to this
Paragraph n.4 or other property insurance applicable to the Work, except such rights as they have
to proceeds of such insurance held by the O~ner as fiduciary. The Owner or Contractor,
appropriate, shall require of the Architect. Architect's consultants, separate contractors described
in Article ~. 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 o£ subrogation shall be effective as to a
person or entity even though that person or entity would otherwise have a du~y of indemniica-
tion, contractual or otherwise, did not pay the insurance premium directly or indirectl%
whether or not the perfon or entity had an insurable interest in thc property damaged.
The Contractor shaQ pay Su~ontra~o. their jmt shams of inmrance pr~eeds received ~ the
Contra~or, ~ ~ approp~a~ ag~emcn~ ~itten wh~ l~Y r~uir~ for ~lidity. ~h~l
require Su~ontractom to m~ pa~t~ to ~eir ~OnttKtorS in simila~ manner.
separate :;¢~lnt proceeds so received, which the Own~:b~te in lccordance with such
of ' ¥ shall be perf°rmM I~ the Contractor after notification of a Change in the
1tS.l The Owner shall have the d~ht to nquire the Contractor to ~rnish bonds covering
f~ithful perfonnanc~ of Uae Contract and l~ymmt of otdigatiom arising thereunder as stipulated
in ~ requirements oc speci~iJly required in the Contract Documents on the date of
cr. ecution of the Cont~
11J.2 Upon the request of any person o~ entity appearing to be a potential beneficiary of bonds
coveting payment of ob~tiom, azising unde~ the Contract, the Contractor shall promptly
~urnish a copy of the bonds or shall permit a copy to be made.
ARTICLE 12 UNCOVERING AND CORRECTION OIr WORK 12.1 UNCOVLqlNG OIr WOP3C
12.LI If a lx~tion of the Wot~/s cov~ed contrar~ to t~ Architect's request or to requirements
specifically expr~____~/in the Contract Documents, it must, if required in writing by the Architect.
be tmcovered for the Azcbi~'s examination and be z~placed at the Contractor's expense without
n.L~ If a porti,~ ~ ~ work h. beea c,,~.'." Which th, ^nhitect h,s not s~iaca.y
reque~tect to e:mXt, ina 1~.o~ to. id.. bein$ c~,~tect may request to see such Work and
it shah be uncovezed by the Contractor. [f such Work is in accordance with the Comract
Documents, cos~ of uncoverin$ &nd ment shall by appropriate Change Order. be at the
Owner's expense. Ilr such Work is not m ~e with the Contract Documents. correction
shah be at the Contractor's expense unJeu the condition w-as caused by the Owner or a separate
contractor in. which event the Owner shall be re~p0rtsible for payment of such co, ts.
C) 19~? AIAO
GENERAL CONDIT IS
OIf THE CONTRAC~-~R
CONSTRUCTION
The AmorJcon Imri~Jte
o~ ~s
~ o.~
~Y~N 95aa276305 954
42'7 G,.3~}5 TO 2410798
P.J0/44
0[N~RAI. CONDITIONS
OF THE COMTRAC! FOR
CO~TRUCT~O~
I~S ~w ~k ~ N.W.
wo~, O.C
-12.] CORRECTION OF WORK
12.2.1 8~FORB ON AFTER SUBSTANTIAL COMPLETION
12.2.1.1The Contractor shall promptly correct Work rejected by the Architect or failing to con£orm
to the requirements of the Contract Documents, whether discovered before or after Substantial
Completion and whether or not ~abricated, installed or completed. Costs of correcting such
rejected Work. including additional testing and inspections and compensation for thc AJ'chitect's
services and expenses made necessary thereby, shall be at the Contractor's expense.
12.2.2 AFTER SUBSTANTIAL COMPleTION
12.2.2.! ~'1 addition to the Contractor's obligations under Paragraph 3-~, if, within one year after the
date of Subst~-ltial Completion of the Work or designated portion thereof or after the date for
commencement of warranties established under Subparagraph 9.9.t, or by terms of an applicable
special w-~n, anty ~ by the Contract Documents, any of the Work is fotmcl 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 siren the Contractor a written acceptance of' such condition. The ,Own~ shall give
such notice promptly after discovery of the condition. During the one-year period for
of Work, if the Owner fails to notify the Contractor and giw the ContrKtor an ol~x~t~li~ to
¢ ~vner may correct it m accomance with Paragraph z4.
IZ.Z.Z.2The one-year period for ¢olTecfion of Work shah be ex~ended ~th top,ct to p0rfi~ of'
Work first lX, fformed after Substantial Completion by the period of time Ix~,een Substimb]
Completion and the actual performance of the Work.
12.2.23The one-year period for correction of Work shall not be extended by c~ Work
performed by the Contractor pursuant to this Paragraph z2.2.
12.2.3 The Contr'a~or shall remove from the site portions of the Work which are not in
accordance with the requirements of the Contract Documents and are neither ~ by the
Contractor nor accepted by the Owner.
12.2.4 The Contractor shah bear the cost of correcting destroyed or damaged construction.
whether completed or partially completed, of the Owner or separate contractors caused by the
Contractor'~ correction or removal of Work which is not in accordance with the requizements of
the Contract Document~
12.2.5 Nothing contained in this Paragraph ~.2 shall be construed .to establish a period of
limitation with respect to other obligations which the Contractor might have under the Con~
Documents. Establishment of the one-year period for correction, of Work as described in
Subparagraph 12.~.a relates only to the specific obligation of the ContraCtOr to correct the Wodc,
and hu no relationship to the time within which the obligation to comply'with the C, ontzict
Documents may be sought to be enforced, nor to the time within 'which proceedings may be
commenced to establish the ConLtactor's liability with respect to the Comtactor's obligations
other than specifically to correct the Work.
12_t ACCEPTANCE OF NONCONFORMING WORK
12.3.1 If the Owner prefers to accept Work which i.s not in accordance with the requirements of
the Contract Documents, the Owner may do so tnsteaci of requiring i'ts removal ~ correction,
tn which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment
shall he effected whether or not final payment has been made. ~,~
ARTICLE 13 MISCELLANEOUS PROVISIONS
13.1 GC)V~ItNING LAW
13.1.1 '['he Contract shall be governed by the law of the phce where the Project is located.
13.2 SUCCESSORS AND ASSIGNS
13.2.1The Owner and Contractor respectively bind thermelves, their panners, sucxessors, assigns
and legal representatives to the other party hereto and to panners, successors, a&signs and legal
rep~esentativas of such other party in re~pect to covenants, agreements and obligations contained
in the Contract Documents. F..x~ a~ provided in Subparagraph ta.~z, neither piny to the
Contract shall -..~sign the Contract as a whole without written consent of the other. If either party
attempts to mike such an assignment without such consent, that piny shall neverlhele~ remain
legally ~tx)nsibie for aH obligations under the Contract.
13.2.2 The Owner may. without consent of the Contractor, ~sign the Contract to an
imti"~utional lender providing cons tm a ion fnancin$ for the Pro~e~t. In such event, the lender
shall umme the Owner's rights and obilptiom under the Contract Documents. The Contractor
shall execute ali consents re~mzab~ nquited to facilitate such assi~,mnent.
~ MITTEN NOTICE
H3.1 V/trit~ 3XAice shgil be cieeilMd to hl~ been duly ~ if delivered in person to the
individual or a manber of the Grin or entity or to an officer of the corporation for which it ~a~
intended, or if~ at or sent by m~lstmd or certified mail to the ~ lx~iness address known
to the Fany saving notict
13.4 . RIGHTS'ANO REMEOIES
13.4.1 D~tie~ &~d ~ ~m~[. by the C,c~ [~:~-~l~t~ arid l'i~ht~ and remedies
availai~ themma:~ shall be in addifi0a to ~ Ilot a lillMtation of duties, obligations, rights and
or
13.4.2 No action or failure to act by the Owner, Ardfit~ or Contr~tor shall constitute a waiver
of a right or duty ~forded them under the Contr'~, 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 ANO IN,Si~CTIONS
13.5.1 Tests, impecgom and approvals if portions of the Work required by the Contract
Documents or by laws, orciinanca, mits, rt~jlations or orders of public authorities having
jurisdiction shall be made at an app~te time. l.lnlsss o4~r~se prov/dcd, the Contractor shall
make arrangements for such tests, imfJectiom and .a~provals with an independent testing
laboratory or entily ~_~cepiabie to the Owner, or with the appropriate public authority, -,nd shah
beat all relatai costs oF tests, impections and approvals. The Contractor shall give the Architect
timely notice ofwhen and where tests and inspectiom are to be made ~ 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 b/ets al~ received or negoliations concluded.
i~.$.2 If the Architect, Owner or pub~ authorities havin~ iurisdiction determine that portions
of the Work require ~dditional tast~ izlspectioa or appro~i not included under gubper~raph
~3.~.z, the Architect will, upon written authm'iza~q.' .n/rom the Owner, instrua the Contractm' to
make arrangements for such additional testing, inspection or approval by an entity ~:ceptable to
the Owner, and the Contractor shall ~ive timely notice to the Architect of when and where tests
and inspections are to be made so that the Architect may be present for such procedures. Such
costs, except as provided in Subparag~ph t~.5.~, shall be at the Owner's expense.
Lt. S3 If such procedures for testing, impection or approval under 5ubparagr4phs 13.~ and
reveal failure of the portions of the Work to comply with requirements established by the
Contract Documents, aH costs made necessary by such failure includinB those of repeated
procedures and compensation for the Architect's services and expenses shall be at the Contractor's
expense.
t1.$.4 R~ certificates of testing, inspeclion or approval shaH. unless otherwise required by
the Contract Documents, be secured by the Contractor and promptly delivered to the Architect.
I~.S.S If the Architect is to observe tests, inspections or approvals required by the Contract
Documents,-t~le Architect will do so promptly and, where practicable, at the normal place
of testing.
13.S.0 Tests or inspections conducted pursuant to the Contract Documents shall be made
promptly to avoid unreasonable delay in the Work.
GENERAL CONDITIONS
Of TW~ CONTRACT FOR
CONSTRUCTION
1735 Nsw ~ A~ N.W.
13.S INTEREST
1~.~.I [~yllie/ltS clue lad unpaid under t~e Contract Documents shill bear interest ~)m the dale
paynle~t is due at such rate as the patties may a[ree upon in writin8 or, in the ablence thereof, at
the lc&al rate ptevailin~ ~x)m time to time at the place where the Project is located.' · :
1~.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD
Be~oee Suix~tial ~ As to acu or ~lum to act occtes, i~ ~ m ~
m~ ~ of Su~al ~mpl~ion, any appl~le s~tu~..~&f ~ ~
comm~ to mn ~ ~ a~ ~ of ~on shall ~ ~ ~ ~ ~ ~
~y ~ aH ~U nm l~ ~ ~ da~ of ~~ ~on:'
~tw~n Su~ ~mp~on ~ ~ ~te ~ ~t. ~ to ~ ~
~ilur~ to act ~ng su~ent to ~e mle~nt date o[ ~~ ~m~ -~
p~or to i~an~ of the final ~ifi~te for Pa~ent. ~y ap~ ~ of
limi~tiom shall commence to mn ~ any ~ cau~ of ~gon ~ ~' ~ m
haw ~cm~ in any a~ all ~ts not la~ ~an the date of ~u~ of~ ~'
C~te f~ Pa~ent; ~
A~ ~ ~ote f~ ~enL ~ to acU or failures to a~ ~ a~ ~
~t date of ~an~ of the Rn~ Ce~iRote for ~yment, ~ a~ mm~ of
h~ a~ in ~y a~ ~i ~nts nm later th~ the ~te of ~y a~ ~ ~ ~ ~ ~
the ~ntt~f ~t to ~ W~anty p~ u~ ~aph ~5, ~'~ o~
co--ion of the Work or ~lure to co,ct the Work ~ ~.~acmr Un~ ~r~
~.z, ot the date of a~uai ~mmi~ion o~ ~y ~h~ ~t ot'~ to ~t~o~ ~'du~ ~
~[igation ~ ~e Con,actor or ~ner, which~ ~cu~ I~t. '-'
ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT .... -'-
14.1 TERMINATION IY THE CONTRACTOR
14.1.1 The Contractor may terminate the Contract if the Work is stopped fora pet~od otr3o con-
secutive days through no act or fault of the Contractor or a Subcontractor, Sub-s~bco~tractot ot
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:
~ issuance of an order of a court or other public authority having iuri'~iction which
requires all Work to be stopped;
.2 an act of 8overnment. such as a declaration of national eme~enc.v which requires ali
Work to be stopped; ~
because the Architect' has not issued a ~ca~ ~ ~ent ~ hM not notifi~ ~
Comractor o~ the ~n f~ ~thhol~ ~ca~on ~ pr~id~ in Subp~$~ph
~.44, or ~ the ~er ~ not m~ p~t on · ~ni~t~ for Pa~ent ~ffiin
th~ ~ime sta~ in the ~n~ct ~men~; ~
the O~er h~ ~ to ~h to ~e ConU~or prom~ly, u~n ~e Contr~tor's
~est, re~n~e ~nce ~ ~ ~ Sub~aph ~2.~.
14.1.2 The ContrKtor may termiz~te the Contract if. throush no act or ~uh of the Contractor
or a ~ubcontr~tor, ~ub-subcomr~tor or their ~ents or employees or ~rv/other persons or
· eniities p~fom~, ixxiiom oi~ the Work under direct or imtlrect contract with the Contractor,
repeated suspemiom, ~[~ys or inlerruptiom of the entire Work by the Owner ~s described in
Pazai~ph ~4.~ ccmtitute in the a~rt, pt~ more than ~oo percent of the to~ai number of days
s~h~duled for completion, or t~o d~ys in any ~6~-day period, whichever is less.
· equipmmt, tooa,, and conmvction equipment and mKhiner~, i~cludin$ reuo~d~ie overhead.
....~.t~ '.lithe ~ is ~ for · ~ of.~ ams~aive da~ thro~h no ~t ~ tult o[ ~
important to the ~'of~ Wot~t]~...Con~ m~y. upon ~n ~ti~ ~' ~tten
..~ ~. ,, . :~
~.~ ~ ~ ~~ ~,~if~ Con~
.~ [~ to m~ ~ ~ Su~n~o~ ~ ma~i~ or lair in Kc~dan~ ~th thz
M~.2 ~ ~ o[ ~ ~ re~ ~t, the ~, ~n ~fication by th~ ~hltect that
~p~t a~ m~hin~W th~on ~n~ ~ tht Cont~tor:
J ~ni~h: ~e Work ~at~ ~~ m~h~ the ~ner may deem ex~di~nt. ~n
re~st ~. the Contr~tor. t~ ~ s~i ~mish ~o the Contractor · d~il~
~ntini o~ ~ ~ incased ~ th~ ~er in tnishing the Work.
~ ~zn the ~n~ t~~ the Contragt Yor one o[ the rezsons ~t~ted in
S~p~gragh ~,a.t. the Go~ ~ w~t ~ ~ntit~ ~o r~c~iv~ ~rlher p~yment until the W~k
G~N~RAL CONO~Tt
OF THi: CONTIt.4C'I'u,'~,~
CONSTRUCTION
173S Nmv ~ Avewe, N.W.
10:5~
R¥~ 95d~276385 95~ 42? ~J05 TO
P.44/44
M.2.4 If th~ Unl~id ba~tnce o£ the Contract 5urn ~s cm~ of finish~g the'Wo~. ~clud~g
com~tion f~ the ~'s ~c. ~ ~n~ m~e n~'there~, and other
d~ ~cu,~ ~ ~e ~ner ~ not ~y ~iv~.'~ch~ shall ~..paid to the
~nt~oc Ir~ co~ and d~a~ ~ the unp~ ~1~, the Cont~oor ~ali pay the
fmmce to the ~. The am~nt to ~ pa~ to ~e ~n~a~or or ~c ~ ~e ~ may ~, shah
~ ~ the ~i~, u~n a~licadon, ~ this ~ligation for ~a~e~t shall su~ivc
~nationof~e~nt~t. .. .' - ~ r',. -,
M~I ~e ~ may, ~t ~, o~ ~e Co~tor in ~ting t~..~, ~l~,or ~. ·
the ~ wh~ ~ ~ pa~ f~ m~ ~.'~e ~'the ~er~ ~i~." ' . 'j,..-
· . · ~.
......... - ..... o n.
"~' ~ ~-:~ ~ac No ~~t shall ~ ~ to ~e-~ent: "~
~ -- ~ ........ ~ ..........
C~
te.4.! The Owns~ may. at any lime. mate ~e Contract for the Owners conve~ ~
M.4~ Upen teceilx of wrim mzt~ce ~ '~he OWnei. 'of such' termination for tl~ Owz~,'s
cor~eniem, e. theCommcu~shall: .-' t., 'l
.z cease operations as directed by the Owner in the notice; .... ~/;-- / -
,~ take actions necessary, or that the Owner may direct, for the ~on 'and
preservation orr the Work; and ' ,.:
.s except for Work directed to be performed prior to the effective date orr t~rmination
stated in the nmice, terminate all existing subcontracts and p~cl~ue orclem a~d enter --
into no Further subcontracts and purchase orders.
14.4.3 In case of such termination for the Owner~ convenience, the Contractor shall be 4rntided
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.
DGEMERAL CONDiTiONS
THE CONTRACT FOR
CONSTRUCTION
rhl Amir~can
T735 New Ym'k ~. N.W.
Washi,~O~. O. CL 2CXX~S2~Z
AJA OOCUI4SNT A301-l~J7
GENERAL. CONDITIONS
OIr THE CONTRACT FOR
CONSTRUCTION
INDEX
Acr.~ptance of Nonconform~l W~k
Acceptance of Work
Acc~s to Work 3.10. 6.~.h
Accident Pravemion
4.=.~, zo
Acts ~xl Ontissiom
AII~
App~is
A~it~t d.1
~hite~, ~i~on of
~ite~. ~nt of
~, ~ita~ of Au~ty
~i~ity
7~ 9~.~, 9.6.~ ~.6,6
~hitect's ~ition~l ~c~ l~ ~s
A~itect's Ad~ti~ of ~e ~nt~t
~hit~'s ~s z.4. ~.~
Architect's Authority to Paiect W~rk -
.*,rchitect's Copyright
Architect's l~c~siom
Architect's Inspections
At. item's Instructions
Architect's Interpretations
A:chitect's Pro~,~'t Representative 4.2-1o
Architect's Relationship with Cont .factor
Architect's Site visits ' .-' -' ~ '
1~.~ '~.' . _ ...
~ -'
Attorneys'
A~vatd of Separate Con~
for Portions of the Work
Basic Definitions
Bidding Requimn~3~.., , ·
~nds. ~cn ~.~0.:
~nds, Perform~ ~ ~t
$7.)
1.~
~nificate of Su~ntial Core.ion ~.~$ ~.8.~ ~.8.5
~nific~es for ~t
<.'.~rtii~cztes o( Inspection~ Tettin~ Or Approve!
t).~.4 ,
Ccrtificat~ of lnsuranc~
gAO.:, ti.L3
~nge Or~
~ ~ ~~ of
~, ~ of
Clt~ ~ D~
· ~4 "
~ ~ to ~~
~t. ~S.~, ~ -'-'
Completion. Conditions Relatin$ to
~.~.z~ ~.zo~ L~. 0.7, ~
COMPRI130#, IM~'IWEWTS ;dEO · ' !
Completion, Substantial
9. to.4.2, ~.z.
Compliancc ~ ~ws
~ncm~ ~ ~ Ce~itio~
4.~. 8.~.:. :o.3
Conditions of the Contract
z.z.z, :.LT, &.:.:, G. L4
Con~ent, Written
t.G. 3.4.2, 3,~?,.$, ~.14,2, 4,1.2, 4.~4, ~6.4, 9.~2,
~LS, 9.9.1, 9.:o.~ 9.tO.~ It~t, ~ ~4.2
C~ION BY MIR OR BY
(~on C~ D~ive, ~nition o~
7.~z
~~ ~i~n~t ~ S~
~ntr~ ~i~on
~nt~ A~ ~ ~tioa, ~itiom ~lati~
to
~ ~m~ ~pi~ Fu~cd
~nttm ~~ ~finition
1.1.~
~ S~
Contn~ ~m. ~finition of
· ~ &3.~ 4-4.5, 5.2.3, 7.~z.~ 7.3, 7,~ 8J.z, 8.2,
Contr~ '~me, ~fini~on o~
.8.LZ
C~
~tnct~, Defini~on of
I.&l.~ 3.~ ).~L ~1~2, &J.?.2, 6.1.3
Cont~t~ Empl~
.~2. ~4.3, ~$.z. 3.9, ~18.2. 4.2.3. 4.2.6.1o.2. Io.~
ILI.I, ll.&~, l&l. 14.2.1.1.
Cont~mFs L~ility lnsur~ce ILl
01907 AIAI
At& DOCUMENT
GINERAL CONOITIONS
OF THE CONTRACT FOR
CONSTRUCTION
t~ A~ In.irate
of
I~S ~ ~k A~, N.W.
C°ntr'~tor's Rdationship with S~'~t~
Contra~rs md Owner's ~om~s
3-~-5, ~.Z4.~, 4.2.4, 6. 1~.4.7, IZ.I.2, XZ.2.4
Cofltr~ctor's Relationship with Subcontractors
t.~.Z, 3,3,~,. $18.1. SZ&2, ~, 9.6.2, ~.6.7. 9.10.z,
Contractor's Relationship with thc Architect
L~.Z.t.& 3J.$ 3.~.z. ~2.2. 3.2.3, 3.~.~, 3-~2, ~.~.z.
..t.7.~, ~.10, $1h 3.i2. ].t6, 3.1~, 4J.2, 4.L$ 4.2, 4.3-4'
4.4-z. 4.4-7. 5.1, 6.~, 7, 8.~, 9.2, 9.3, 9.4, .5, 9.7,
9.& 9.9, w.2.6, 10.3, ILl, 11.4.7, z2.
C0ntr~c~or's
t.$.z, 2*54, 3.~.6, 6~z, &~z, 9.3-3,
Concracmr'$ Respomibilit~ tot Those Performin;
thc Work
~ontr~ctor'$ ~ of Contr~t Docummtts t.5*~, $~, 3,7.3
Cotttr~ctor'$ Right to Stop the Work
9.7
Contractor's Right to Terminat~ the Cont~
Contraaoc's Subudttals
3.10, 3*IL 3.12, 4.2.7, 5.Z.h 5.2-3, 7.3,6, 9.2, 9.3,
9.8.2. 9~.~ 9.9.1, 9JO~ 9.10,3. llJ.3,
Contruclor's Superinl~ncknt
Contractor*s Supervision and Construction
Contractual Liability Insurance
LLI.I.8, 11.2.
Coordination arid C,m~htion
t.a.z.~l. 3.3.t, ~.zo, 3.12.6, 6.~.$
Copies Furnbh~! of Dr~winss ~ Specie. iota
1.6. ~-~-S, $11
Copyrights
Correciion of Wo~
2.$ ~4' 3-7.~. 4-~. 9.4.z. 9.6z,
~.z. 13.7.1,3
Correlation ~t In~ea~ of the Co,,u~ct
1.~
Coe~, Definition of
7.~.6
Costs
7.~.3-3, 7.3.6, 7.J.7, 7.$8, 9.m.2. to.$~, to.l, 11.3,
Cutti,,l md P~tr, bin$
GENERAL CONDITIONS
O~ THE CONTRACT FOR
CON/TRUCTION
6.2.5, LM
Dtmase ~o Construction of Owner or S~parMe
Contrnctom
12.2.4
Dam~e to the Work
~2, 9.9.L zO.~.2, lO.~.S. ~0.6. l~.4. u.z.4
Damases, Chims ~or _
LI.I,.I,. 1,1..4.5. 11.4.7. I&.Z.}.
Damages for Delay
&.tJ. 8.3.3, 9.5.1.6, 9.7, to.,~.Z
Date of Commencement of
Date of ~bstantial Completion, Definition of 8.t.~
Day, Definition of
61.4
Decisions of thc Architect
4.2.~. 4.z.7. 4.a. Zh 4.2-~,
4.4.6, 4.% 6.$ ~.3.6, 7.~.6
9.64. 9.9.1.155.~ 14.2-~ 14.~A
Decidons to Withhold
9.4,1. tS. 9.7,
Defective or Nonconformin$ Wor~. A~zepunce,
Rejection znd Cont, cxi~ of : .
Defective Work. ~finition ~ :
Dis~tes
D~nu ~ S~ples at ~ ~
~ngs, Definition o(
DraMngs ~ S~io~ ~ ~ ~p 0f
Eff~e ~e of
E~g~s
Empi~, Conrad's
~uipment, La~, ~ ~
Execution ~d ~ of the ~k
~tcnsions o~ Time
Fiilure of ~mmt
Znmran~e. PL, oiect ~,qement Protective LisMity
Insurance C. ompanies. Coment to Partial ~upoflcy
9.9.1.
I~ura~e ~mpanies, ~ttlement with
Intent Of the Con.ct D~ments
L:.z, 4.:.7, ~Lt~ .gig 7.4
Int~~
&~4
~mitlti~, ~tamt~ o~
4.~, ~2.~ ~.~ %&a, %6.~ %6.7.
IO.~5,11.1.~ IICI. 11.~7. ~5, ]3.4.2
~mitatiom of
4.2.7, ,~ *d, *~ ,6, ~.2, g~ ~ 6.2.~ 7.~
tg ~ ~.~, ~.~ %d.l, 9.S, %6. %7. ~.~
~ ~.1, ~2., ,g6. 5.2.~, %3, 9.~2. %6, 9.10.~
1~ Io.~ IO.S
MatriX. L~, gquipment ~
J. IS.I. > *~.7, ~.~ 6.2J. ?.~.6. 9.~ %~
~,~.1.~ %10.~ lO.~i, lO.~& M.~I.2
~. M~ T~niq~ ~qutn~ and
~ums o; ~ast~gtion
M~hani¢'s
Z
)UA DOCUMENT A,~01-1~7
GENERAL CONDITIONS
OP THe CONTRACT
CONSTRUCTION
~~ o.c ~S~
G~N~RAL CONOITIONS
OF THE CONTRACT fOR
CONSTRUCTION
Th4 AmeriCOn Ir~i~ute
173S ~ ~ A~ N.~.
W, sh~ O.C ~SZtZ
4.4,~, 4.4.3, 4.4.6, 4.4.& &S, 4.6.L 4.63, &3.:, t0.~
Minor Cba~es in the Work
1L.Z.L 3.13.8, 4,L8, 4.~.6, 7.1. 7.4
MISCELI. ANEOeJS PROVISIONS
Modificn~ions, Definition of
MocEfic~tions to the Contr~'~
Mutuil llesponsiln~ity
N~ ~ Rejection and Com~im of
Notice
4.4.8, 4.6.5, .S.'~.t, 8.2.2, 9-7, 9ao, ~o.3.3, ~3.3,
Notice, Wzittiu
Noti~ o~ Tes~i~ ~l lmpeaions
Notic~ to Pr~:~
Observations. Contr~,'tor's
Orckrs. Written
Owner, Definition
Owncr. lafonnatioa end Services Itequi~ecl o(the
11.2, 11.4. l~.~.l, i]-5.2, 14.1.1.4, 14.L4
Owner's Authority
4.1.~, 4.2..4, 4,2..~,
6.1. 6.~ 7.2-1, 7.3.1, S.Z.L 8.~4, ~.~.t, ~.~.z, g-SJ,
~.9.1, ~.10.3,10.3.2, II.L3. ~L~.I. tL4.;~ IL4.1o,
12-L2- i~.~.1, t~.2.2, 14,~, 14.4
Owner's Financill Cepibility 2. Lt, t}.2.~, 14-Lt.5
Owner's Liability ln~,ance
Owner% Loss of Usc Insurance ~.4.3
Owner's Relationship with Subcontractors
LI.L ~.~, 5.3. 5.4- D.6.& %m.2-
Owner's Ri~t to ~ Out ~e
Own~'s Ri~t to CI~ ~p
O~s ~ht ~ ~dO~ ~m~ ~ to
A~ 5~te ~n~u
O~s ~i~ht to Stop ~e Work
~er's Ri~t to 5us~ ~e
l~zhin& Cmtia$ and
3.14, 6.2.S
Patents
hyment, Certific3t~s (or
9.1o.:b t3.7, ~4.LL~, 14.2,.4
Payment, Failure or
Payment. Final
4.L1, 4.2-9, 4.].2, 9.8.~, 9.1°' llJ~
11.4.~, L2,.,~kl, 13-7, 14.2-4.
piTment Boad, Perf~ Bcmd iud
7.3.6.4, ~.&.7, ~.to.~, ~t.4.~, 11~ ..
P-dymcnts, ~
pAYMENTS AHO
P3¥ments to Subcontractor~
PCB
to.~.~
Performince Goad iud Payment Bond
7.~.6.4, ~.&.7. ~.m.~, u.4.~, TLS
Perrmt. s, Fees ~md Notic~
P~ILSOHS AND FItO4~RTY, MtOI~CTIOfl Of
t,olychlor~natecl Biphcnyl lo.~.l
Prc~luct Data, Deflnitiun Of
Product Data ~d Sample, Shop
~osre~ ~d ~m~e~on
~res~ ~u
4.~.~ ~.~ ~.~ ~.&S, ~-tO-3, ~6, t~.~
1~.4
~ _
~.~ ~.10.~
R~~es
R~lu~on of ~
~~ (~ ~ ~in~ t~ ~k
Re~ina~
~.~, ~&~ ~.~
~ ~ ~or
R~ of Con~'s ~~ ~ ~r
R~ of Shop Dn~
Samples ~
Rifhts ~d R~ies
R~es, At~U
Rules ~nd ~ices for Arbitration
Safety of Persons and Property
IO.2.
Sef.ety Precautions ~nd Programs
3.3.L 4.z.~, 4.2.7, $.3.t. 10.1, lo.z. to.6
Samples, Definition of
Samplcs, 5hop Drawings, Froduct Data and
3.11, 3.12, 4~.7
Sunplss at the Site, Documents and
3.11
Schedule of Values
Schedule~ Comcruction
~cparate Contracts and Contractors
12,J.2,12,2.S
Shop Drawings, L~efinition of
,1.12.1
Shop Duwin~ Product Data end Samples
Site, Ibeof
Site Inspections
Site visits, Architect's
Special Inspections and Testir~
Stx. cifications. Dcfinition of the
1.1.6
Specifications. The
i. LI, LtL I.L?. i.~.2, L6, 3.11, 3.12.10, 3.z7
Statute otr Limitations ,~.$.,% tl.z.6,
Stoppir~ the Work
Stor~l Materials
~.2.~, ~-~.L 10.2.1.2, 1o.2.4, IL4.~.4
Subcontra~o~, Definition of
S
Subcontra~ors, Work by
Subcon~ Relations
S-J, ~.4. ~.,I.I.~ 9.6. ~.IO Io.2.1, II.~.?. 11.4.8. 14.1,
Submittals
L6, $I0, 3.~x, ~-~i. 4.2.7, $.2. L $-~-3, 7.~.6, ~.-'. ~.~,
~.~, ~.~.Io ~.IO.~ ~.IO.3. II.I..~
S~brolation, Waivers of'
Substantial Completion 4.2.~. &1.1,
~bstafltial Completion, OefinitJon of 9.$.1
AIA ~OCUMENT.4~10M~97
GENERAL CONOITIONS
OF THE CONTRACT FOR
CONSTRUCTION
r~ A~kon Insrqu~e
I~S ~ Y~ A~. N.W.
~I~ D.C. 2~52~2
,01997 AiA~
A~A OOCUMINT A~1-1~7
(~N~RAL CONOITIONS
OF TH[ CONTRACT FOR
CONSTRUCTION
Tl'm A~lr~.~ Inlfifuft
,Of Af~hite~f$
1735 New York Avem~. N,W.
z. Lz. 2,-". 2.4, 3.~-.z, J,?.J, 3.zo, 3.n, j. zz.s, ,1.35.1.
4.2.4.3, 44, 4.S. 4.6.'$.2, S-3, :~-4, 6.Z.4, 7.3, 7.4,
9.10, tl.l.3. II.4.I.S, Il.4.&. 11.4.10, 12.2, I~.S, 1.1-7, 14
Time Limits on Claims
4.3.2, ~.~.~. 4.~.8. 4.4, 4.J, 4.6
Title to work
UNCOV[RING AND CORRECTION OF WORK
Uncoverins of Work
1.1n for~en Condition~
4.3.4, &~z, tO.3
~.init Prices
4.3,9, ?.3,3,~
~lse of Docunwnts
t.~.3, t.6~ 2~.5, 3.t~.6~ 5.3
Values, Seheduk of
t~, 9.3,z
w~iv~, of ~ ~ t~ ~t~
~i~ ~ ~ms ~ ~ ~~ ~o. 9.~ z~7. t~
~ty
4.~7.2
w~k. ~ of
~tt~ ~t
~.~ ~.y,l. ~.m.2, y.m.~ n~ 1~
W~t~n ~
~tten
MAY 12 '~ i~9 ~R RYAN 95~76J05 95~ ~? 6J~5 TO ~I0798 P.~0~
KNUTH ROAD PHASE 2
- 9945
JPERVlSlON
GRADING
12' STABILIZED SUBC-:-:-:-:-:-:-:-:-~ADE (INCLUOE SHOULDER)
LIb~ROCK
1-1/2" ASPHALT [2 LIFTS}
SIDEWALK WI RAMPS
IV ANCHORS
DOUBLE YELLOW
8tDITY BARRIER
PHASE2
CONTRACT UN~
QTY P~CE
1
1
3,080
2.980
1,160
188
65
1,082
2,164
1
1,200
1
1
$1,~
CONTRACT.
TOTAL
CONTRACT
VALUE
1,087.5~
18,01U~
11,50Z80
17.110.00
1,868.75
1.400.00
1,514.80
%840.00
2,100.00
TOTAL PAGE.02 **
EXHIBIT "A"
KNUTH ROAD CONSTRUCTION SURETY ESCROW AGRS~..
This Escrow Agreement is made and entered into this day of
, 2000, by and among Bill R. Winchester,~sie A.
W~nches=er and M. Frank Finfrock, Co-Trustees of the Kauth Road
Trust ~ated as of November 15, 1996 (,Trust")0 the City of Boynton
Beach, Boynton Beach, Florida ("City") and Schroeder and Larche,
P.A. (.Escrow Agent").
RECITALS
l~reeent tezlllinu8 south of Boynton ~eacft ~oulevarc~ so as us uv~=uu
=h Woolbright Road
B. Trust is the owner of a parcel of .real property located
i~ the southwest corner of t.h.e intersectlo.n, of ~oynt0n Beach
Boulevard and Knuth Road (the Trust Proper~y ), as described on
ExhibiU #A".
C. The City of Boynton Beach has imposed upon the Trust
Property the obligation to construct Knuth Road from its presen~
,er~nu~ sou~h of Boynto- Beach Boul_evar. d .to the ??_u_~ch. Swiid~hO_fl~.~
L-25 Lak~. WorLh Drainage District canal In accor?mn==_ _. ¥ .
'cations for same prepared by Shah, Dro=os & ASSOC~ac.es
a__~_~=f~. ' ' to the date hereof (-TrUst Phase").
u .mmroved by the C~ty prior
D. Palm Beach County has approved certain portions of the
construction of Knuth Road and cer=ain related improvements for
credit against traffic impact fees which would otherwise be payable
in conjunct:ion with the development of the Trust Property. '
E. Applicable regul.ation~s of the City require that prior to
commencement of construct=on oz the road, suitable bond or other
surety must be established to insure completion of construction.
F. In accordance with applicable regular.ions of the City,
the execution _of t.~i? A~.ree .?_nt ~_a~d__~c_h_e__~a.?_n_[.~n~t°~heaslcf°~e~ethceo
funds contempla.~eo here.my. ~.n. ac_c.ofu,a,nc=~_~fj/~s~&~e~ ~;~;irement
constitute comp~.i, ance w~.tn i~e__u_~l~l~e T~u~j~,~m,~ase g~f ~h Road.
with respect to the constr~lcu~on ~ w&
G. Trust intends to enter into a contract With Ryan
Incorporated, Inc. (,,Contractor") for the construction of the Trust
Phase of Knuth Road, a copy of which contract is attached hereto as
Exhibit
H. The parties have agreed to enter into this Agreement to
(i) that the delivery of the Escrowed Funds to the Escrow
confirm
Agent shall satisfy the condition and r~quirement of the City of
Boynton Beach for bonding the constructi6n of the Trust Phase of
0010-056
Page I of 8
M~¥ 10 '~ 19:32
5612410'/98
~5/~0~00 09:~ SCHROEDE~ & ~RCHE,
Knuth Roadl and (ii) the terms and conditions under which the
Escrow Agent shall hold and disburse the Escrowed Funds.--
NOW, THEREFORE, in consideration of
conditions herein contained and other
consideration, the receipt and sufficiency
acknowledged, the parties agree as follows:
1. F~. The Recitals sec forth above are true and
correct.
the covenants and
good and valuable
of which are hereby
2. "setis~ac~on g~ Co~_it~-. The ~ity acknowledges that
the requirement that a bond '~ ot~r surety be posted with respect
~ th? cogst.ruction of the Trust Phase of Knuth Road shall be
~u~._~en~a_.satlsfl.edby t~epa_ymen~ to th~ Escrow Agent of the Escrowed
~unu~ Ln accoraanae wLth C~e terms o~ this Agreement.
3. Delivery o~ Escrowed ~,-~- Escrow
ac .. .... ~,,~ hereby
knowledges that Trust has delxvered to Escrow Agent the sum of
$.. 109,98~ ~7 representing one hundred ten (110%) percen~ of the
~osts of construction of the Trust Phase as evidenced by the
con, rat= (the "Escrowed Funds").
Eocrowed Funds ~n escrow and shall
in accordance with the following:
The EacrowAgent shal~
disburse them strictly
A. The Con~ractor shall submit draw requests
~mu_lt?neo~sly to Escrow Agent and the Development Department a~
~ne uicy o£ Boynton Beach and such draw requests shall be in a form
accepCable to the Cityand shall itemize the work for which payment
is being requested.
B. The City shall cause the work for which payment is
being sought to be inspected. If the work is unacceptable to the
City, the City shall so advise the Contractor, in writing, via
facsimile, with a copy to ~scrow A~ent and it shall be incu~0ent
upon Contractor to make the necessary corrections or modifications
to the work without additional charge.
C. When the inspector approves the work, the inspector
shall, via facsimile, ~o Escrow A~ent (~61-241-0798) and Contractor
(954-427-6305) forward to Contractor and Escrow Agent a copy of the
Draw Request on which the City,s inspector,s approval has been
noted and Escrow Agent shall, thereupon, disburse to Contractor
ninety (90%) percent of the requested payment.
D. Upon full and final completion of the construction
of the Trust Phase and the approval and acceptance thereof by an
appropriate representative of the Development Department, City of
Boynton Beach and written confirmation of same having been provided
to Escrow Agent, Escrow Agent shall, thereupon, be authorized to
0010-056
Page 2 of 8
MIrY ~0 '~ 10:32
PAGE. la4
0~/10/00 89:~6 SCHRCEDER & L~RC~E, P.~. ~.04~ DG~
DaY to Contractor any amounts due and owing under the final draw
request° together with the undisbursed ten (10%) percent retainage.
E. Should contractor fail or refuse to construct the
Trust Phase in accordance with the requirements of applicable
govez~_ntal authority or the Contract or o~.he..rwise ~e_faul~_i~n_~i~:
performance under the Contract, C_ontrac. tor eh. all not ~ e?c_zc.ze~ _
any disbursement of the Escrowed PunU8 ac lo. ng a.s
default. By execution of this Agreement, Contractor ac~nowleoges
chat it has no interest in, lien against or Claim to the Escrowed
Funds, that the ~unds have been escrowed solely as the result of
the City's requirements with respect thereto and that
Agreement does not-impose any contractual or other obligation upon
the City in favor of Contractor.
F. Should the Contract be terminated or the
construction not completed to the reasonable satisfaction of the
~/~/00 (the
City'S Development Department on or. be_fore. __
.Completion Date"), City. may tau. se. tne_Tr~, st_~nase
utilizing an~ applying the remainder o~ ~ne ~.scrowea
further consent or a~=oval from Trus~.
o~ (ii) co. lets construct~op_ ny_.e~tne, r u.t~l~z~.ng_ ~,z_.=_.X,
an outside contractor. If the ClOy elects option tza~,
.... ~-- '~]' ~,-~ a~ees ~ha~ in ~he even~
~ds are ~fficient to ,a~lete aonst~otzon of the ~st P~s ,
within five (5) bus,ness days after written '=~es= the~ shall
pr~i~ Che Cigy with any ad~ion~ f~s r~asonab%y
co~leCe cons=~c=ion. ~=zonaziy, zg. =ne even= one
~4s ~ceed =he construction cock =he Cz=y agrees
difference =o T~s= as appropriate.
A. Escrow Agent shall degosi= =he Escrowed
interest bearing escrow accent. The interest ea~e~ s~ll
dee~d part of =he Escrowed
B. Escrow ~en= ~hall ncc be dee~d =o have ~owl~ge
of any ~=ter or ~hing unless and ~=il Escrow Agent has actually
received ~i==en no=ice of such ~ccer or ~hi~g ~d Escrow Agent
shall not be cha~ed with any cons=~cuive notice wha~s~ver.
C. Escrow A~en= ' s responsibilities a~e ~urely
ministerial in nature. ~y reduction in uhe ~rket value o~ the
Escrowed ~ while dep°si=ed with Escrow Agent shall be
sole risk of Trust. Escrow Agent has no duty =o invest =he
Escr~ed ~s except as 9rovide~ herein. Escrow ~ent e~ll ha~
0010
Page ~ of 8
P~:IY ~0 '00 ~0:~2 DGZ241WT~G
.~. 042
no liabiiit~' in the event of any insolvency of any depository,
failure of any depository to pay interest or ocher earnings on sums
deposited or should such depository fail, or refuse to release sums
deposited or delay in the release or disbursement.of Same, it. being
understOOd 'that Escrow Agent's sole obligation is to deposxt the
fun~s in an interest bearing account and to authorize disbureemen~
therefrom in accordance with the provisions hereof.
D. In the event Escrow Agent shall be uncertain as to
its duties or rights hereunder or shall receive instructions,.
claims or demands from the City or Trust with respect to the
Escrowed Funds or ~ny ocher sums or things which may be held
hereunder, which, in ice sole opinion, are in conflict with any
provision of this Agreement, Escrow Agent shall be entitled to
refrain from zaking any action un~il it shall be directed otherwise
in writing by the City and Trust or by a final order or judgment of
a court of competent jurisdiction.
R. It is agreed that the duties of Escrow Agent are
purely ministerial in nature and shall be expressly lim/ted to the
safekeeping of the Escrowed Funds or deposit of same into the
account hereinafter specified and for the disposition of same in
accordance with this Agreement. Trust hereby indemnifies Escro~
hoi it harm e?s from ail ciai.,:
l lilclee, ~amageo, costs, penalties, losses, actions, suits o~
proceedings at law or in equity, or any other expenses, fees or
.c~a.r~es. of .agy 9.haracter or nature, which it may incur or with
~nacn it maybe threatened, whether directly or indirectly arising
from. p~-~n ~ny way co,~n~,ected wigh thi~ Agreement, or which may
result ~rom sscrowAgent s following of instructions from Trust or
the City, and in connection therewith, indemnif~es Escrow Agen~
against any and all expenses, including attorneys' fees and the
cost of defending any action, suit, or proceeding or resisting any
such claim, whether or not litigation is instituted.
F. It }? further agreed t~at Escrow Agent shall hav~ ~he\.
right to utilize ~ne se ' ~~--~,---~- ......... ~
~xces of ..................... z, ..... ~ .... ~k
~v law fi~ selected by Escrow Agent, as its atto~ey and sa~
sh~ll not affect or in any way prejudice or limit Escrow Agent's
entitl~nc =o reas~able atto~eys, fees for the semites of such
a=to~eys as set fetch in this A~reement.
G. In the event Escrow Agen= is joined as a paz~y to a
lawsuit by virtue of the fact that it is holding the Escrowed
Fuzids, Escrow Agent shall tender the Escrowed Funds to the registry
of the al~ropriate court.
H. In the event of a dispute regarding retention or
disbursement of the Escrowed Funds, the Trust, or the City may
initiate an action demand/ng interpleader. The Escrow Agent shall
not initiate any intezloleader or similar action. In the event
Escrow Agent tenders the Escrowed Funds to the registry of the
appropriate'court, Escrow Agen~ shall be released and relieved from
0010-096
Page 4 of 8
09:~6 SC~ROEDE,~ & k.:~¢~E, P.A.
any and ali fur=her obligation and liability hereunde~r or in
connection herewith.
I. This Escrow Agreement shall remain in effect unless
and un=il it is canceled in any of the following manners:
(1) Escrow Agent may resign as Escrow Agent at any
time upon giving notice to the City and Trust of its desire to so
resign; provided, however, =hat resignation of Escrow Agent shall
cake effect no earlier than ten (10) days after =he giving of
notice of resignation; or
(2)- Upon compliance with all escrow provisions as
se= forth in this Agreement.
J'. In the even= =he City and Trust fail to agree =o a
ccessor escrow ent . .chin =he per. od
Escrow Agent shall ha. ye =ne right to aeposic all o= =ne nsc
;~nds held hersunder into the regi_str_y_ of .a~..appr?p.r.~a=e ~cro~esa~n~_-
request ~ud/cial determination st =ne r~gn~s st
in~ezpleader or ocher appropriate action, and Trust. hereby
nde aifiee and holao Escrow Ag. eh= h. armle.e.a, fr.o~_a~..d aga~_r~ n~oo~
damages or losses in cormec=~on_ cnere.w~cn .~ncaua~n~_, .~.u; n.=_
liuUted to, reasonable atto=heyS' tees aha
and appellate levels.
r
Upon =ermina=ion of the du=~es ~f Escrow' Ag~ntr~
either mann se~ £or~h in subparagraph I o£ =his Section, =sc
Agent shall deliver all of the Escrowed Funds to the newly
appointed escrow agent designated by the parties.
L. All no=ices, cer=~ficates, requests, demands,
materials and other communications hereunder shall be in writing
and deeMd to have been duly ~iven (1) upon delivery by and to =he
appropriate address of TrUSt, the City or Escrow Agent ~s eec forth
inth~sAgreement or (2) on ~he third business day after mailing by
United States registered or certified ma~l, return receipt
requested, pOs=age prepaid to such a.d~ess. .Ail no=ices hereunder
sh~11 be a~dressed to the respect=ye parties ac =he following
addresses:
For EecrowAgent:
SCH~OEDERANDLARCHE, P.A.
ONE BOCA PLACE, SUITE 319 ATRIUM
2255 GLADES ROAD
BOCA RATON, FL 33431-7313
For Trust:
MR. BILL R. WINCHESTER
P. O. DRAWER 1240
BOYNTON BEACH, FLORIDA
33435
0010-056
Page 5 si 8
/~:~¥ 10 '~ 10:J'J
THE CITY OF BOYNTON BSACH
c/o CITY ATTORNEY'S OFFICE
P. O. BOX 310
BOYNTON BRACH, FL 33425-0310
7. Choice 0£ L~W. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
8. Bindin~A~re.emenh. This Agreement shall be bindingupon
the par~i6s hereto_and their respective successors and/or assigns.
9. Counhez~arts. This Agreement
counterparts andS11 counterparts taken
one and the same instrument.
may be executed in
togs=her shall be deemed
IN WITNESS WHEREOF, the parties have executed this Agreement
the day and year firs2 above written.
CITY OF BOYNTON BEACH, FLORIDA
By:
Print Name of Person Signing
Its:
SCHR&DER AND LARCHE, P.A.
Its: President
KNUTH ROAD TRUST DAT~ NOVEMBER IS
/.
Bnl R' WinC~ester~
of The Knuth Road Trust Dated as of
November 15, 1996
Elsie' A. Winchester, as co-TruStee
of The KnuCh Road Trus~ Dated as of
November 15, 1996
0010-056
Page 6 of 8
10:34 561241W798 PP~E. ~8
~o£ned ~n and Consented ~o b~:
R¥~ ZNCORP(~I~ATSD, ZNC.
P=~nclts; Ne~m~//~_~;~~ot~ Pe=son $~gning
0010-056
Page ? o~ 8
EXHIBIT "A"
TRUST PROPERTY
Lot 2, KNITrH ROAD P.C.D. PLAT NO. 1, according to the Plat thereof
as recorded in Plat Book 82, at page 45, of the Public Records of
Palm Beach County, Florida.
(J: \ 7\CLIENTS\WINCHEST\KNUTHRD\EXHIBITA. WPD)
EXI{IBIT
RYAN INCOI~POI~ATED CONTRACT