Document A201 – 2017

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General Conditions of the Contract for Construction

for the following PROJECT:

(Name and location or address)

SUIT Animal Control Building Replacement

16464 State Highway 172

Ignacio, CO 81137

THE OWNER:

(Name, legal status and address)

Southern Ute Indian Tribe

PO Box 737

356 Ouray Drive

Ignacio, CO 81137

THE ARCHITECT:

(Name, legal status and address)

ADDITIONS AND DELETIONS:

The author of this document may

have revised the text of the original

AIA standard form. An Additions and

Deletions Report that notes

revisions to the standard form text is

available from the author and should

be reviewed. A vertical line in the left

margin of this document indicates

where the author has added to or

deleted from the original AIA text.

This document has important legal

consequences. Consultation with an

attorney is encouraged with respect

to its completion or modification.

For guidance in modifying this

document to include supplementary

conditions, see AIA Document

A503™–2017, Guide for

Supplementary Conditions.

TABLE OF ARTICLES

GENERAL PROVISIONS

OWNER

CONTRACTOR

ARCHITECT

SUBCONTRACTORS

CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

CHANGES IN THE WORK

TIME

PAYMENTS AND COMPLETION

PROTECTION OF PERSONS AND PROPERTY

ELECTRONIC COPYING of any

portion of this AIA® Document to

another electronic file is prohibited

and constitutes a violation of

footer of this document.

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright

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INSURANCE AND BONDS

UNCOVERING AND CORRECTION OF WORK

MISCELLANEOUS PROVISIONS

TERMINATION OR SUSPENSION OF THE CONTRACT

CLAIMS AND DISPUTES

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright

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INDEX

(Topics and numbers in bold are Section headings.)

Acceptance of Nonconforming Work

9.6.6, 9.9.3, 12.3

Acceptance of Work

9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3

Access to Work

3.16, 6.2.1, 12.1

Accident Prevention

Acts and Omissions

3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.3.2, 14.1, 15.1.2, 15.2

Addenda

1.1.1

Additional Costs, Claims for

3.7.4, 3.7.5, 10.3.2, 15.1.5

Additional Inspections and Testing

9.4.2, 9.8.3, 12.2.1, 13.4

Additional Time, Claims for

3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.6

Administration of the Contract

3.1.3, 4.2, 9.4, 9.5

Advertisement or Invitation to Bid

1.1.1

Aesthetic Effect

4.2.13

Allowances

3.8

Applications for Payment

4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.5.4, 9.6.3, 9.7, 9.10

Approvals

2.1.1, 2.3.1, 2.5, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12.10.1, 4.2.7, 9.3.2, 13.4.1

Arbitration

8.3.1, 15.3.2, 15.4

ARCHITECT

Architect, Definition of

4.1.1

Architect, Extent of Authority

2.5, 3.12.7, 4.1.2, 4.2, 5.2, 6.3, 7.1.2, 7.3.4, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.4.1, 13.4.2,

14.2.2, 14.2.4, 15.1.4, 15.2.1

Architect, Limitations of Authority and Responsibility

2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4, 9.4.2, 9.5.4, 9.6.4, 15.1.4,

15.2

Architect’s Additional Services and Expenses

2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4

Architect’s Administration of the Contract

3.1.3, 3.7.4, 15.2, 9.4.1, 9.5

Architect’s Approvals

2.5, 3.1.3, 3.5, 3.10.2, 4.2.7

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright

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Architect’s Authority to Reject Work

3.5, 4.2.6, 12.1.2, 12.2.1

Architect’s Copyright

1.1.7, 1.5

Architect’s Decisions

3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4.1, 9.5, 9.8.4, 9.9.1, 13.4.2, 15.2

Architect’s Inspections

3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.4

Architect’s Instructions

3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.4.2

Architect’s Interpretations

4.2.11, 4.2.12

Architect’s Project Representative

4.2.10

Architect’s Relationship with Contractor

1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.2, 5.2,

6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 12, 13.3.2, 13.4, 15.2

Architect’s Relationship with Subcontractors

1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3

Architect’s Representations

9.4.2, 9.5.1, 9.10.1

Architect’s Site Visits

3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.4

Asbestos

10.3.1

Attorneys’ Fees

3.18.1, 9.6.8, 9.10.2, 10.3.3

Award of Separate Contracts

6.1.1, 6.1.2

Award of Subcontracts and Other Contracts for Portions of the Work

5.2

Basic Definitions

1.1

Bidding Requirements

1.1.1

Binding Dispute Resolution

8.3.1, 9.7, 11.5, 13.1, 15.1.2, 15.1.3, 15.2.1, 15.2.5, 15.2.6.1, 15.3.1, 15.3.2, 15.3.3, 15.4.1

Bonds, Lien

7.3.4.4, 9.6.8, 9.10.2, 9.10.3

Bonds, Performance, and Payment

7.3.4.4, 9.6.7, 9.10.3, 11.1.2, 11.1.3, 11.5

Building Information Models Use and Reliance

1.8

Building Permit

3.7.1

Capitalization

1.3

Certificate of Substantial Completion

9.8.3, 9.8.4, 9.8.5

Certificates for Payment

4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.4

Certificates of Inspection, Testing or Approval

13.4.4

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright

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Certificates of Insurance

9.10.2

Change Orders

1.1.1, 3.4.2, 3.7.4, 3.8.2.3, 3.11, 3.12.8, 4.2.8, 5.2.3, 7.1.2, 7.1.3, 7.2, 7.3.2, 7.3.7, 7.3.9, 7.3.10, 8.3.1, 9.3.1.1, 9.10.3, 10.3.2,

11.2, 11.5, 12.1.2

Change Orders, Definition of

7.2.1

CHANGES IN THE WORK

2.2.2, 3.11, 4.2.8, 7, 7.2.1, 7.3.1, 7.4, 8.3.1, 9.3.1.1, 11.5

Claims, Definition of

15.1.1

Claims, Notice of

1.6.2, 15.1.3

CLAIMS AND DISPUTES

3.2.4, 6.1.1, 6.3, 7.3.9, 9.3.3, 9.10.4, 10.3.3, 15, 15.4

Claims and Timely Assertion of Claims

15.4.1

Claims for Additional Cost

3.2.4, 3.3.1, 3.7.4, 7.3.9, 9.5.2, 10.2.5, 10.3.2, 15.1.5

Claims for Additional Time

3.2.4, 3.3.1, 3.7.4, 6.1.1, 8.3.2, 9.5.2, 10.3.2, 15.1.6

Concealed or Unknown Conditions, Claims for

3.7.4

Claims for Damages

3.2.4, 3.18, 8.3.3, 9.5.1, 9.6.7, 10.2.5, 10.3.3, 11.3, 11.3.2, 14.2.4, 15.1.7

Claims Subject to Arbitration

15.4.1

Cleaning Up

3.15, 6.3

Commencement of the Work, Conditions Relating to

2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.2, 15.1.5

Commencement of the Work, Definition of

8.1.2

Communications

3.9.1, 4.2.4

Completion, Conditions Relating to

3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 9.10, 12.2, 14.1.2, 15.1.2

COMPLETION, PAYMENTS AND

Completion, Substantial

3.10.1, 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 15.1.2

Compliance with Laws

2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3

Concealed or Unknown Conditions

3.7.4, 4.2.8, 8.3.1, 10.3

Conditions of the Contract

1.1.1, 6.1.1, 6.1.4

Consent, Written

3.4.2, 3.14.2, 4.1.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 13.2, 15.4.4.2

Consolidation or Joinder

15.4.4

CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

1.1.4, 6

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright

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Construction Change Directive, Definition of

7.3.1

Construction Change Directives

1.1.1, 3.4.2, 3.11, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, 9.3.1.1

Construction Schedules, Contractor’s

3.10, 3.11, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2

Contingent Assignment of Subcontracts

5.4, 14.2.2.2

Continuing Contract Performance

15.1.4

Contract, Definition of

1.1.2

CONTRACT, TERMINATION OR SUSPENSION OF THE

5.4.1.1, 5.4.2, 11.5, 14

Contract Administration

3.1.3, 4, 9.4, 9.5

Contract Award and Execution, Conditions Relating to

3.7.1, 3.10, 5.2, 6.1

Contract Documents, Copies Furnished and Use of

1.5.2, 2.3.6, 5.3

Contract Documents, Definition of

1.1.1

Contract Sum

2.2.2, 2.2.4, 3.7.4, 3.7.5, 3.8, 3.10.2, 5.2.3, 7.3, 7.4, 9.1, 9.2, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.5, 12.1.2, 12.3, 14.2.4, 14.3.2,

15.1.4.2, 15.1.5, 15.2.5

Contract Sum, Definition of

9.1

Contract Time

1.1.4, 2.2.1, 2.2.2, 3.7.4, 3.7.5, 3.10.2, 5.2.3, 6.1.5, 7.2.1.3, 7.3.1, 7.3.5, 7.3.6, 7, 7, 7.3.10, 7.4, 8.1.1, 8.2.1, 8.2.3, 8.3.1, 9.5.1,

9.7, 10.3.2, 12.1.1, 12.1.2, 14.3.2, 15.1.4.2, 15.1.6.1, 15.2.5

Contract Time, Definition of

8.1.1

CONTRACTOR

Contractor, Definition of

3.1, 6.1.2

Contractor’s Construction and Submittal Schedules

3.10, 3.12.1, 3.12.2, 4.2.3, 6.1.3, 15.1.6.2

Contractor’s Employees

2.2.4, 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.3, 14.1, 14.2.1.1

Contractor’s Liability Insurance

11.1

Contractor’s Relationship with Separate Contractors and Owner’s Forces

3.12.5, 3.14.2, 4.2.4, 6, 11.3, 12.2.4

Contractor’s Relationship with Subcontractors

1.2.2, 2.2.4, 3.3.2, 3.18.1, 3.18.2, 4.2.4, 5, 9.6.2, 9.6.7, 9.10.2, 11.2, 11.3, 11.4

Contractor’s Relationship with the Architect

1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1, 3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2,

9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 12, 13.4, 15.1.3, 15.2.1

Contractor’s Representations

3.2.1, 3.2.2, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2

Contractor’s Responsibility for Those Performing the Work

3.3.2, 3.18, 5.3, 6.1.3, 6.2, 9.5.1, 10.2.8

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

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Contractor’s Review of Contract Documents

3.2

Contractor’s Right to Stop the Work

2.2.2, 9.7

Contractor’s Right to Terminate the Contract

14.1

Contractor’s Submittals

3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3

Contractor’s Superintendent

3.9, 10.2.6

Contractor’s Supervision and Construction Procedures

1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14, 15.1.4

Coordination and Correlation

1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1

Copies Furnished of Drawings and Specifications

1.5, 2.3.6, 3.11

Copyrights

1.5, 3.17

Correction of Work

2.5, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2, 12.3, 15.1.3.1, 15.1.3.2, 15.2.1

Correlation and Intent of the Contract Documents

1.2

Cost, Definition of

7.3.4

Costs

2.5, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.4, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11.2, 12.1.2, 12.2.1, 12.2.4,

13.4, 14

Cutting and Patching

3.14, 6.2.5

Damage to Construction of Owner or Separate Contractors

3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 12.2.4

Damage to the Work

3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4, 12.2.4

Damages, Claims for

3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.3.2, 11.3, 14.2.4, 15.1.7

Damages for Delay

6.2.3, 8.3.3, 9.5.1.6, 9.7, 10.3.2, 14.3.2

Date of Commencement of the Work, Definition of

8.1.2

Date of Substantial Completion, Definition of

8.1.3

Day, Definition of

8.1.4

Decisions of the Architect

3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.4.2, 14.2.2, 14.2.4, 15.1,

15.2

Decisions to Withhold Certification

9.4.1, 9.5, 9.7, 14.1.1.3

Defective or Nonconforming Work, Acceptance, Rejection and Correction of

2.5, 3.5, 4.2.6, 6.2.3, 9.5.1, 9.5.3, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1

Definitions

1.1, 2.1.1, 3.1.1, 3.5, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1, 15.1.1

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright

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Delays and Extensions of Time

3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5

Digital Data Use and Transmission

1.7

Disputes

6.3, 7.3.9, 15.1, 15.2

Documents and Samples at the Site

3.11

Drawings, Definition of

1.1.5

Drawings and Specifications, Use and Ownership of

3.11

Effective Date of Insurance

8.2.2

Emergencies

10.4, 14.1.1.2, 15.1.5

Employees, Contractor’s

3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3.3, 11.3, 14.1, 14.2.1.1

Equipment, Labor, or Materials

1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4,

14.2.1.1, 14.2.1.2

Execution and Progress of the Work

1.1.3, 1.2.1, 1.2.2, 2.3.4, 2.3.6, 3.1, 3.3.1, 3.4.1, 3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.6, 8.2, 9.5.1, 9.9.1, 10.2, 10.3,

12.1, 12.2, 14.2, 14.3.1, 15.1.4

Extensions of Time

3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4, 9.5.1, 9.7, 10.3.2, 10.4, 14.3, 15.1.6, 15.2.5

Failure of Payment

9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2

Faulty Work

(See Defective or Nonconforming Work)

Final Completion and Final Payment

4.2.1, 4.2.9, 9.8.2, 9.10, 12.3, 14.2.4, 14.4.3

Financial Arrangements, Owner’s

2.2.1, 13.2.2, 14.1.1.4

GENERAL PROVISIONS

Governing Law

13.1

Guarantees (See Warranty)

Hazardous Materials and Substances

10.2.4, 10.3

Identification of Subcontractors and Suppliers

5.2.1

Indemnification

3.17, 3.18, 9.6.8, 9.10.2, 10.3.3, 11.3

Information and Services Required of the Owner

2.1.2, 2.2, 2.3, 3.2.2, 3.12.10.1, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4

Initial Decision

15.2

Initial Decision Maker, Definition of

1.1.8

Initial Decision Maker, Decisions

14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5

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Initial Decision Maker, Extent of Authority

14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5

Injury or Damage to Person or Property

10.2.8, 10.4

Inspections

3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.4

Instructions to Bidders

1.1.1

Instructions to the Contractor

3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.4.2

Instruments of Service, Definition of

1.1.7

Insurance

6.1.1, 7.3.4, 8.2.2, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 10.2.5, 11

Insurance, Notice of Cancellation or Expiration

11.1.4, 11.2.3

Insurance, Contractor’s Liability

11.1

Insurance, Effective Date of

8.2.2, 14.4.2

Insurance, Owner’s Liability

11.2

Insurance, Property

10.2.5, 11.2, 11.4, 11.5

Insurance, Stored Materials

9.3.2

INSURANCE AND BONDS

Insurance Companies, Consent to Partial Occupancy

9.9.1

Insured loss, Adjustment and Settlement of

11.5

Intent of the Contract Documents

1.2.1, 4.2.7, 4.2.12, 4.2.13

Interest

13.5

Interpretation

1.1.8, 1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15.1.1

Interpretations, Written

4.2.11, 4.2.12

Judgment on Final Award

15.4.2

Labor and Materials, Equipment

1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1,

14.2.1.2

Labor Disputes

8.3.1

Laws and Regulations

1.5, 2.3.2, 3.2.3, 3.2.4, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9.1, 10.2.2, 13.1, 13.3.1, 13.4.2, 13.5, 14, 15.2.8, 15.4

Liens

2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8

Limitations, Statutes of

12.2.5, 15.1.2, 15.4.1.1

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Limitations of Liability

3.2.2, 3.5, 3.12.10, 3.12.10.1, 3.17, 3.18.1, 4.2.6, 4.2.7, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.6.8, 10.2.5, 10.3.3, 11.3, 12.2.5, 13.3.1

Limitations of Time

2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 5.2, 5.3, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7,

9.8, 9.9, 9.10, 12.2, 13.4, 14, 15, 15.1.2, 15.1.3, 15.1.5

Materials, Hazardous

10.2.4, 10.3

Materials, Labor, Equipment and

1.1.3, 1.1.6, 3.4.1, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4,

14.2.1.1, 14.2.1.2

Means, Methods, Techniques, Sequences and Procedures of Construction

3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2

Mechanic’s Lien

2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8

Mediation

8.3.1, 15.1.3.2, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1, 15.4.1.1

Minor Changes in the Work

1.1.1, 3.4.2, 3.12.8, 4.2.8, 7.1, 7.4

MISCELLANEOUS PROVISIONS

Modifications, Definition of

1.1.1

Modifications to the Contract

1.1.1, 1.1.2, 2.5, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7, 10.3.2

Mutual Responsibility

6.2

Nonconforming Work, Acceptance of

9.6.6, 9.9.3, 12.3

Nonconforming Work, Rejection and Correction of

2.4, 2.5, 3.5, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2

Notice

1.6, 1.6.1, 1.6.2, 2.1.2, 2.2.2., 2.2.3, 2.2.4, 2.5, 3.2.4, 3.3.1, 3.7.4, 3.7.5, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 7.4, 8.2.2 9.6.8, 9.7,

9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, 13.4.1, 13.4.2, 14.1, 14.2.2, 14.4.2, 15.1.3, 15.1.5, 15.1.6, 15.4.1

Notice of Cancellation or Expiration of Insurance

11.1.4, 11.2.3

Notice of Claims

1.6.2, 2.1.2, 3.7.4, 9.6.8, 10.2.8, 15.1.3, 15.1.5, 15.1.6, 15.2.8, 15.3.2, 15.4.1

Notice of Testing and Inspections

13.4.1, 13.4.2

Observations, Contractor’s

3.2, 3.7.4

Occupancy

2.3.1, 9.6.6, 9.8

Orders, Written

1.1.1, 2.4, 3.9.2, 7, 8.2.2, 11.5, 12.1, 12.2.2.1, 13.4.2, 14.3.1

OWNER

Owner, Definition of

2.1.1

Owner, Evidence of Financial Arrangements

2.2, 13.2.2, 14.1.1.4

Owner, Information and Services Required of the

2.1.2, 2.2, 2.3, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4,

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15.1.4

Owner’s Authority

1.5, 2.1.1, 2.3.32.4, 2.5, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1,

9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.4, 11.5, 12.2.2, 12.3, 13.2.2, 14.3, 14.4, 15.2.7

Owner’s Insurance

11.2

Owner’s Relationship with Subcontractors

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

Owner’s Right to Carry Out the Work

2.5, 14.2.2

Owner’s Right to Clean Up

6.3

Owner’s Right to Perform Construction and to Award Separate Contracts

6.1

Owner’s Right to Stop the Work

2.4

Owner’s Right to Suspend the Work

14.3

Owner’s Right to Terminate the Contract

14.2, 14.4

Ownership and Use of Drawings, Specifications and Other Instruments of Service

1.1.1, 1.1.6, 1.1.7, 1.5, 2.3.6, 3.2.2, 3.11, 3.17, 4.2.12, 5.3

Partial Occupancy or Use

9.6.6, 9.9

Patching, Cutting and

3.14, 6.2.5

Patents

3.17

Payment, Applications for

4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.6.3, 9.7, 9.8.5, 9.10.1, 14.2.3, 14.2.4, 14.4.3

Payment, Certificates for

4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4

Payment, Failure of

9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2

Payment, Final

4.2.1, 4.2.9, 9.10, 12.3, 14.2.4, 14.4.3

Payment Bond, Performance Bond and

7.3.4.4, 9.6.7, 9.10.3, 11.1.2

Payments, Progress

9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4

PAYMENTS AND COMPLETION

Payments to Subcontractors

5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 14.2.1.2

PCB

10.3.1

Performance Bond and Payment Bond

7.3.4.4, 9.6.7, 9.10.3, 11.1.2

Permits, Fees, Notices and Compliance with Laws

2.3.1, 3.7, 3.13, 7.3.4.4, 10.2.2

PERSONS AND PROPERTY, PROTECTION OF

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Polychlorinated Biphenyl

10.3.1

Product Data, Definition of

3.12.2

Product Data and Samples, Shop Drawings

3.11, 3.12, 4.2.7

Progress and Completion

4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.4

Progress Payments

9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4

Project, Definition of

1.1.4

Project Representatives

4.2.10

Property Insurance

10.2.5, 11.2

Proposal Requirements

1.1.1

PROTECTION OF PERSONS AND PROPERTY

Regulations and Laws

1.5, 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9.1, 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14, 15.2.8, 15.4

Rejection of Work

4.2.6, 12.2.1

Releases and Waivers of Liens

9.3.1, 9.10.2

Representations

3.2.1, 3.5, 3.12.6, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.10.1

Representatives

2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.10, 13.2.1

Responsibility for Those Performing the Work

3.3.2, 3.18, 4.2.2, 4.2.3, 5.3, 6.1.3, 6.2, 6.3, 9.5.1, 10

Retainage

9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3

Review of Contract Documents and Field Conditions by Contractor

3.2, 3.12.7, 6.1.3

Review of Contractor’s Submittals by Owner and Architect

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

Review of Shop Drawings, Product Data and Samples by Contractor

3.12

Rights and Remedies

1.1.2, 2.4, 2.5, 3.5, 3.7.4, 3.15.2, 4.2.6, 5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.1, 12.2.2, 12.2.4, 13.3, 14,

15.4

Royalties, Patents and Copyrights

3.17

Rules and Notices for Arbitration

15.4.1

Safety of Persons and Property

10.2, 10.4

Safety Precautions and Programs

3.3.1, 4.2.2, 4.2.7, 5.3, 10.1, 10.2, 10.4

Samples, Definition of

3.12.3

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Samples, Shop Drawings, Product Data and

3.11, 3.12, 4.2.7

Samples at the Site, Documents and

3.11

Schedule of Values

9.2, 9.3.1

Schedules, Construction

3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2

Separate Contracts and Contractors

1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2

Separate Contractors, Definition of

6.1.1

Shop Drawings, Definition of

3.12.1

Shop Drawings, Product Data and Samples

3.11, 3.12, 4.2.7

Site, Use of

3.13, 6.1.1, 6.2.1

Site Inspections

3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.9.2, 9.4.2, 9.10.1, 13.4

Site Visits, Architect’s

3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.4

Special Inspections and Testing

4.2.6, 12.2.1, 13.4

Specifications, Definition of

1.1.6

Specifications

1.1.1, 1.1.6, 1.2.2, 1.5, 3.12.10, 3.17, 4.2.14

Statute of Limitations

15.1.2, 15.4.1.1

Stopping the Work

2.2.2, 2.4, 9.7, 10.3, 14.1

Stored Materials

6.2.1, 9.3.2, 10.2.1.2, 10.2.4

Subcontractor, Definition of

5.1.1

SUBCONTRACTORS

Subcontractors, Work by

1.2.2, 3.3.2, 3.12.1, 3.18, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7

Subcontractual Relations

5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 14.1, 14.2.1

Submittals

3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.4, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3

Submittal Schedule

3.10.2, 3.12.5, 4.2.7

Subrogation, Waivers of

6.1.1, 11.3

Substances, Hazardous

10.3

Substantial Completion

4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 15.1.2

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Substantial Completion, Definition of

9.8.1

Substitution of Subcontractors

5.2.3, 5.2.4

Substitution of Architect

2.3.3

Substitutions of Materials

3.4.2, 3.5, 7.3.8

Sub-subcontractor, Definition of

5.1.2

Subsurface Conditions

3.7.4

Successors and Assigns

13.2

Superintendent

3.9, 10.2.6

Supervision and Construction Procedures

1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.4

Suppliers

1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.5.4, 9.6, 9.10.5, 14.2.1

Surety

5.4.1.2, 9.6.8, 9.8.5, 9.10.2, 9.10.3, 11.1.2, 14.2.2, 15.2.7

Surety, Consent of

9.8.5, 9.10.2, 9.10.3

Surveys

1.1.7, 2.3.4

Suspension by the Owner for Convenience

14.3

Suspension of the Work

3.7.5, 5.4.2, 14.3

Suspension or Termination of the Contract

5.4.1.1, 14

Taxes

3.6, 3.8.2.1, 7.3.4.4

Termination by the Contractor

14.1, 15.1.7

Termination by the Owner for Cause

5.4.1.1, 14.2, 15.1.7

Termination by the Owner for Convenience

14.4

Termination of the Architect

2.3.3

Termination of the Contractor Employment

14.2.2

TERMINATION OR SUSPENSION OF THE CONTRACT

Tests and Inspections

3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2, 12.2.1, 13.4

TIME

Time, Delays and Extensions of

3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5

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Time Limits

2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8,

9.9, 9.10, 12.2, 13.4, 14, 15.1.2, 15.1.3, 15.4

Time Limits on Claims

3.7.4, 10.2.8, 15.1.2, 15.1.3

Title to Work

9.3.2, 9.3.3

UNCOVERING AND CORRECTION OF WORK

Uncovering of Work

12.1

Unforeseen Conditions, Concealed or Unknown

3.7.4, 8.3.1, 10.3

Unit Prices

7.3.3.2, 9.1.2

Use of Documents

1.1.1, 1.5, 2.3.6, 3.12.6, 5.3

Use of Site

3.13, 6.1.1, 6.2.1

Values, Schedule of

9.2, 9.3.1

Waiver of Claims by the Architect

13.3.2

Waiver of Claims by the Contractor

9.10.5, 13.3.2, 15.1.7

Waiver of Claims by the Owner

9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.3.2, 14.2.4, 15.1.7

Waiver of Consequential Damages

14.2.4, 15.1.7

Waiver of Liens

9.3, 9.10.2, 9.10.4

Waivers of Subrogation

6.1.1, 11.3

Warranty

3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.2, 9.10.4, 12.2.2, 15.1.2

Weather Delays

8.3, 15.1.6.2

Work, Definition of

1.1.3

Written Consent

1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.10.3, 13.2, 13.3.2, 15.4.4.2

Written Interpretations

4.2.11, 4.2.12

Written Orders

1.1.1, 2.4, 3.9, 7, 8.2.2, 12.1, 12.2, 13.4.2, 14.3.1

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ARTICLE 1 GENERAL PROVISIONS

§ 1.1 Basic Definitions

§ 1.1.1 The Contract Documents

The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement)

and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings,

Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement, and Modifications

issued after execution of the Contract. .In the event of a conflict, contradiction, or ambiguity between the terms and conditions

of this Agreement and any attachments or exhibits to this Agreement, then the terms and conditions of this Agreement shall

prevail and control. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3)

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

specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid,

Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals,

the Contractor’s bid or proposal, or portions of Addenda relating to bidding or proposal requirements.

§ 1.1.2 The Contract

The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement

between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The

Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a

contractual relationship of any kind (1) between the Contractor and the Architect or the Architect’s consultants, (2) between

the Owner and a Subcontractor or a Sub-subcontractor, (3) between the Owner and the Architect or the Architect’s

consultants, or (4) between any persons or entities other than the Owner and the Contractor. The Architect shall, however, be

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

Architect’s duties.

§ 1.1.3 The Work

The term “Work” means the construction and services required by the Contract Documents, whether completed or partially

completed, and includes all other labor, materials, equipment, and services provided or to be provided by the Contractor to

fulfill the Contractor’s obligations. The Work may constitute the whole or a part of the Project.

§ 1.1.4 The Project

The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part

and which may include construction by the Owner and by Separate Contractors.

§ 1.1.5 The Drawings

The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions

of the Work, generally including plans, elevations, sections, details, schedules, and diagrams.

§ 1.1.6 The Specifications

The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment,

systems, standards and workmanship for the Work, and performance of related services.

§ 1.1.7 Instruments of Service

Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and

intangible creative work performed by the Architect and the Architect’s consultants under their respective professional

services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings,

specifications, and other similar materials.

§ 1.1.8 Initial Decision Maker

The Initial Decision Maker is the entity or person identified in the Agreement to render initial decisions on Claims in

accordance with Section 15.2. The Initial Decision Maker shall not show partiality to the Owner or Contractor and shall not be

liable for results of interpretations or decisions rendered in good faith.

§ 1.1.9 TRIBE

The term “Tribe” means Southern Ute Indian Tribe.

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

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§ 1.1.10 PROVIDE

Unless otherwise indicated, the term “provide” shall include furnishing and installing a product, materials, systems, and/or

equipment complete and in place, fully tested and approved.

§ 1.1.11 APPROVED

The term “approved” or “approval” shall mean approved or approval in writing, unless otherwise indicated.

§ 1.1.12 THE GMP

The term “GMP” shall mean the Guaranteed Maximum Price as defined in the Agreement.

§ 1.1.13 COST OF THE WORK

The term “Cost of the Work” shall have the same meaning as used in the Agreement.

§ 1.1.14 CONTRACTOR

The term “Contractor” shall also mean the Construction Manager, where the term “Construction Manager,” instead of the term

“Contractor” is used in the Agreement.

§ 1.2 Correlation and Intent of the Contract Documents

§ 1.2.1 It is intended that the Contract Documents include all items necessary for the proper execution and completion of the

Work by the Contractor. All Work shown in, described in, or reasonably inferable from the Contract Documents to produce

the indicated results shall be performed by the Contractor so that the Owner can occupy or utilize the Work for its intended

use. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; in the

event of a conflict or inconsistency in or among the Contract Documents, or between the Contract Documents and any

applicable laws, statutes, ordinances, regulations, or codes in effect at the time the GMP is bid or negotiated, the provision

most favorable to the Owner shall control, and the Contractor shall, unless otherwise directed in writing by the Owner,

perform to the extent reasonably inferable from the Contract Documents, as a whole, as being necessary or desirable to

provide the indicated results and to provide the greatest quantity, highest quality, highest degree of safety, most stringent

material, equipment or Work and must complete execution of the Architect’s design intent as evidenced by the Contract

Documents.

§ 1.2.1.1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining

provisions. If it is determined that any provision of the Contract Documents violates any applicable law, or is otherwise

invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and

enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to

the parties’ intentions and purposes in executing the Contract.

§ 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control

the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade.

§ 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry

meanings are used in the Contract Documents in accordance with such recognized meanings.

§ 1.2.4 All indications or notations which apply to one or a number of similar situations, materials or processes shall be deemed

to apply to all such situations, materials or processes wherever they appear in the Work, except where a contrary result is clearly

indicated by the Contract Documents.

§ 1.2.5. Work for which no explicit quality or standards of materials and/or workmanship is defined in the Contract Documents

shall be of good quality for the intended use, and consistent with the quality of the surrounding Work and of the construction of

the Project generally.

§ 1.2.6. The Drawings are generally made to scale, but all working dimensions shall be taken from the figured dimensions, or by

actual measurements taken at the job, and not be scaled from the Drawings. Whether or not an error is believed to exist,

deviation from the Drawings and the dimensions given thereon shall be made only after approval in writing from the Architect

and Owner.

§ 1.2.7. Where the Work is to fit with existing conditions or work to be performed by others, the Contractor shall fully and

completely join the Work with such conditions or work, unless otherwise specified.

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

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§ 1.3 Capitalization

Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered

articles, or (3) the titles of other documents published by the American Institute of Architects.

§ 1.4 Interpretation

In the interest of brevity the Contract Documents frequently omit modifying words such as “all” and “any” and articles such

as “the” and “an,” but the fact that a modifier or an article is absent from one statement and appears in another is not intended

to affect the interpretation of either statement.

§ 1.5 Ownership and Use of Drawings, Specifications, and Other Instruments of Service

§ 1.5.1 The Owner is hereby deemed the Sole and Exclusive owner of all drawings, specifications and other documents,

including those in electronic form, prepared by the Architect and the Architect’s consultants for this Project (collectively, the

“Documents”), and shall retain all legal, statutory and other reserved rights in those drawings, specifications, and other

documents, including copyright and other protective rights applicable to the work product of the Architect or its consultants..

The Contractor, Subcontractors, Sub-subcontractors, and suppliers shall not own or claim a copyright in the Instruments of

Service.

§ 1.5.2 The Contractor, Subcontractors, Sub-subcontractors, and suppliers are authorized to use and reproduce the Instruments

of Service provided to them, subject to any protocols established pursuant to Sections 1.7 and 1.8, solely and exclusively for

execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the

Instruments of Service. The Contractor, Subcontractors, Sub-subcontractors, and suppliers may not use the Instruments of

Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of

the Owner, Architect, and the Architect’s consultants.

§ 1.6 Notice

§ 1.6.1 Except as otherwise provided in Section 1.6.2, where the Contract Documents require one party to notify or give notice

to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is

addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic

transmission if a method for electronic transmission is set forth in the Agreement.

§ 1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly

served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered

mail, or by courier providing proof of delivery.

§ 1.7 Digital Data Use and Transmission

The Contractor may transmit Instruments of Service over a publicly accessible website for the solicitation of Subcontractors and

Suppliers. The parties may also transmit Instruments of Services electronically as needed to facilitate the Work.

§ 1.8 Building Information Models Use and Reliance

Any use of, or reliance on, all or a portion of a building information model without agreement to written protocols governing

the use of, and reliance on, the information contained in the model shall be at the using or relying party’s sole risk and without

liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model,

and each of their agents and employees.

ARTICLE 2 OWNER

§ 2.1 General

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

Documents as if singular in number. The Owner hereby designates the Tribe’s Construction Project Manager with authority

for all Project matters requiring the Owner’s approval or authorization. Except as otherwise provided in Section 4.2.1, the

Architect does not have such authority. The term “Owner” means the Owner or the Owner’s authorized representative.

§ 2.1.2 The Owner shall furnish to the Contractor, within fifteen days after receipt of a written request, information necessary

and relevant for the Contractor to evaluate, give notice of, or enforce mechanic’s lien rights. Such information shall include a

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

Owner’s interest therein.

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

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§ 2.2 Evidence of the Owner’s Financial Arrangements

§ 2.2.1 Prior to commencement of the Work and upon written request by the Contractor, the Owner shall furnish to the

Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the

Contract. The Contractor shall have no obligation to commence the Work until the Owner provides such evidence. If

commencement of the Work is delayed under this Section 2.2.1, the Contract Time shall be extended appropriately.

§ 2.2.2 Following commencement of the Work and upon written request by the Contractor, the Owner shall furnish to the

Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the

Contract only if (1) the Owner fails to make payments to the Contractor as the Contract Documents require; (2) the Contractor

identifies in writing a reasonable concern regarding the Owner’s ability to make payment when due; or (3) a change in the

Work materially changes the Contract Sum. If the Owner fails to provide such evidence, as required, within fourteen days of

the Contractor’s request, the Contractor may immediately stop the Work and, in that event, shall notify the Owner that the

Work has stopped. However, if the request is made because a change in the Work materially changes the Contract Sum under

(3) above, the Contractor may immediately stop only that portion of the Work affected by the change until reasonable

evidence is provided. If the Work is stopped under this Section 2.2.2, the Contract Time shall be extended appropriately and

the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shutdown, delay and start-up, plus

interest as provided in the Contract Documents.

§ 2.2.3 After the Owner furnishes evidence of financial arrangements under this Section 2.2, the Owner shall not materially

vary such financial arrangements without prior notice to the Contractor.

§ 2.2.4 Where the Owner has designated information furnished under this Section 2.2 as “confidential,” the Contractor shall

keep the information confidential and shall not disclose it to any other person. However, the Contractor may disclose

“confidential” information, after seven (7) days’ notice to the Owner, where disclosure is required by applicable law,

including a subpoena or other form of compulsory legal process issued by a court or governmental entity with competent

jurisdiction, or by valid court or mediator(s) order. The Contractor may also disclose “confidential” information to its

employees, consultants, sureties, Subcontractors and their employees, Sub-subcontractors, and others who need to know the

content of such information solely and exclusively for the Project and who agree to maintain the confidentiality of such

information.

§ 2.3 Information and Services Required of the Owner

§ 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those

required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges

required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities.

§ 2.3.2 The Owner shall retain an architect lawfully licensed to practice architecture, or an entity lawfully practicing

architecture, in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the

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

§ 2.3.3 If the employment of the Architect terminates, the Owner shall employ a successor to whom the Contractor has no

reasonable objection and whose status under the Contract Documents shall be that of the Architect.

§ 2.3.4 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of

the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished

by the Owner but shall exercise proper precautions relating to the safe performance of the Work.

§ 2.3.5 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable

promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the

Contractor’s performance of the Work with reasonable promptness after receiving the Contractor’s written request for such

information or services.

§ 2.3.6 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the

Contract Documents for purposes of making reproductions pursuant to Section 1.5.2.

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

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§ 2.4 Owner’s Right to Stop the Work

If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required

by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a

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

however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for

the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3.

§ 2.5 Owner’s Right to Carry Out the Work

If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a

seven-day period after receipt of notice from the Owner to commence and continue correction of such default or neglect with

diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such default or

neglect. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect

and the Architect may, pursuant to Section 9.5.1, withhold or nullify a Certificate for Payment in whole or in part, to the

extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies, including Owner’s

expenses and compensation for the Architect’s additional services made necessary by such default, neglect, or failure. If

current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner.

ARTICLE 3 CONTRACTOR

§ 3.1 General

§ 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract

Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project

is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor

with respect to all matters under this Contract. The term “Contractor” means the Contractor or the Contractor’s authorized

representative.

§ 3.1.2 The Contractor shall use its best skill and effort in performing thee Work and shall perform the Work in a good and

workmanlike manner in accordance with the Contract Documents and applicable industry standards. The Contractor

represents that it has the necessary knowledge, experience, abilities, skills and resources to perform the Work.

§ 3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents

either by activities or duties of the Architect in the Architect’s administration of the Contract, or by tests, inspections or

approvals required or performed by persons or entities other than the Contractor.

§ 3.2 Review of Contract Documents and Field Conditions by Contractor

§ 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become

generally familiar with local conditions under which the Work is to be performed, and correlated personal observations with

requirements of the Contract Documents.

§ 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work,

carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information

furnished by the Owner pursuant to Section 2.3.4, shall take field measurements of any existing conditions related to that

portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of

facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or

inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors,

inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the

Architect may require. It is recognized that the Contractor’s review is made in the Contractor’s capacity as a contractor and

not as a licensed design professional, unless otherwise specifically provided in the Contract Documents.

§ 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws,

statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly

report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such

form as the Architect may require. If the Contractor, without written notice thereof to the Architect and Owner, performs any

Work with knowledge that such Work violates and applicable law, statute, ordinance, building code, rule or regulation or that

there is an error, inconsistency or omission in the Contract Documents, or if the Contractor, in the exercise of its professional

judgement, should have known of such violation, error, inconsistency or omission, the Contractor shall be responsible for the

performance thereof and for the full cost of correcting the same.

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

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§ 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect

issues in response to the Contractor’s notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor

shall submit Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the

Contractor shall pay such costs and damages to the Owner, subject to Section 15.1.7, as would have been avoided if the

Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to

the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for

differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract

Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities.

§ 3.3 Supervision and Construction Procedures

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

be solely responsible for, and have control over, construction means, methods, techniques, sequences, and procedures, and for

coordinating all portions of the Work under the Contract. If the Contract Documents give specific instructions concerning

construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluate the jobsite safety thereof and

shall be solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. If the

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

give timely notice to the Owner and Architect, and shall propose alternative means, methods, techniques, sequences, or

procedures. The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the

completed construction. Unless the Architect objects to the Contractor’s proposed alternative, the Contractor shall perform the

Work using its alternative means, methods, techniques, sequences, or procedures.

§ 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor’s employees, Subcontractors

and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the

Contractor or any of its Subcontractors.

§ 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such

portions are in proper condition to receive subsequent Work.

§ 3.4 Labor and Materials

§ 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials,

equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services

necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated

or to be incorporated in the Work.

§ 3.4.2 Except in the case of minor changes in the Work approved by the Architect, with Owners prior approval in accordance

with Section 3.12.8 or ordered by the Architect in accordance with Section 7.4, the Contractor may make substitutions only

with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order or Construction

Change Directive.

§ 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons

carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks

assigned to them. The Contractor shall use its best efforts to avoid creating any labor-related Work delays or disputes.

§ 3.5 Warranty

§ 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be

of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the

Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in

the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these

requirements may be considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse,

alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal

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

and quality of materials and equipment. The warranty provided for under section 3.5 shall be in addition to, and not in

limitation of, any other warranty or remedy required or permitted by law or any of the Contract Documents, and such warranty

shall be interpreted to require the Contractor to replace any defective materials and equipment and to re-execute any faulty

Work or Work that is not in compliance with the Contract Documents that is disclosed to the Contractor within a period of one

(1) year (or longer if otherwise specifically provided in the Contract Documents) after Substantial Completion of the Work. If

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

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the Owner discovers or determines, at any time prior to the expiration of the applicable warranty period, that any such fault or

defect exists, the Contractor shall promptly correct such fault or defect at its sole expense, and such correction shall be

warranted for an additional warranty period of one (1) year from the date of such correction. The Contractor’s obligations

under section 3.5 also extend to Work performed by any Subcontractor, except to the extent that any such warranties extend

for a longer period of time, in which event Contractor’s obligations shall also continue in effect for such longer period of time.

Contractor shall assign such extended warranties directly to the Owner.

§ 3.5.2 All material, equipment, or other special warranties required by the Contract Documents shall be issued in the name of

the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 9.8.4.

§ 3.6 Taxes

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

legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into

effect. Owner represents and Contractor acknowledges that under Colorado statute, C.R.S. § 39-26-727, effective May 30,

2014, all sales of tangible personal property or services to the Southern Ute Indian Tribe are exempt from all state and local

sales or use tax if the vendor is located (i) on the Southern Ute Indian Reservation or (ii) outside of the Southern Ute Indian

Reservation but the property or services is delivered by the vendor and received by the Southern Ute Indian Tribe on the

Southern Ute Indian Reservation. Colo. Rev. Stat. § 39-26-727(3)(a) (2014). Contractor shall deliver its products and services

to Owner on the Southern Ute Indian Reservation, and as a result, all such products and support delivered under the Agreement

shall be exempt from state and local sales or use taxes, notwithstanding anything in the Agreement or otherwise to the contrary.

Accordingly, Owner will not reimburse Contractor for any sales, use, excise or similar taxes paid by Contractor, and any

amounts paid as such shall be promptly reimbursed by Contractor to Owner. Together with this Agreement, Owner is

furnishing Contractor with a copy of Owner’s tax-exempt certificate.

§ 3.7 Permits, Fees, Notices and Compliance with Laws

§ 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as

well as for other applicable permits, fees, licenses, and inspections by government agencies necessary for proper execution

and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids

are received or negotiations concluded.

§ 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and

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

contrary in the Agreement, Contractor shall be solely responsible for Contractor's compliance with the Southern Ute Tribal

Employment Rights Code (the “TERO Code”), including any fees due and payable thereunder. Contractor shall be required to

work in compliance with the Southern Ute Indian Tribe’s Lands Division to determine whether a crossing permit is necessary

and shall be solely responsible for obtaining such crossing permit if it is determined to be necessary for Contractor or any

subcontractors. Contractor may obtain TERO Code compliance information from the Tribe’s TERO office by calling 970-5632291 or 970-563-2292.

§ 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and

regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and

shall bear the costs attributable to correction.

§ 3.7.4 Concealed or Unknown Conditions The Contractor represents that, in advance of execution of this Agreement, it has

thoroughly reviewed the existing site conditions and that it has no reason to believe those conditions are not suitable for the

Work contemplated in this Agreement. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise

concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical

conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent

in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice

to the Owner and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the

conditions. The Architect will promptly investigate such conditions and, if the Architect determines that they differ materially

and cause an increase or decrease in the Contractor’s cost of, or time required for, performance of any part of the Work, will

recommend that an equitable adjustment be made in the Contract Sum or Contract Time, or both. If the Architect determines

that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in

the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor, stating the reasons. If either

party disputes the Architect’s determination or recommendation, that party may submit a Claim as provided in Article 15.

§ 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers,

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

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archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any

operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall

promptly take any action necessary to obtain governmental authorization and all necessary approvals required to resume the

operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall

continue with all other operations that do not affect those remains or features. Requests for equitable adjustments in the

Contract Sum and Contract Time arising from the existence of such remains or features may be made, if applicable, as

provided in Article 15.

§ 3.8 Allowances

§ 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by

allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor

shall not be required to employ persons or entities to whom the Contractor has reasonable objection.

§ 3.8.2 Unless otherwise provided in the Contract Documents,

allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all

required taxes, less applicable trade discounts;

Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other

expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the

allowances; and

whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by

Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the

allowances under Section 3.8.2.1 and (2) changes in Contractor’s costs under Section 3.8.2.2.

§ 3.9 Superintendent

§ 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the

Project site at all times during performance of the Work. The superintendent shall represent the Contractor, and

communications given to the superintendent shall be as binding as if given to the Contractor.

§ 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the name

and qualifications of a proposed superintendent. Within 14 days of receipt of the information, the Architect may notify the

Contractor, stating whether the Owner or the Architect (1) has reasonable objection to the proposed superintendent or (2)

requires additional time for review. Failure of the Architect to provide notice within the 14-day period shall constitute notice

of no reasonable objection.

§ 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and

timely objection. The Contractor shall not change the superintendent without the Owner’s consent, which shall not

unreasonably be withheld or delayed.

§ 3.10 Contractor’s Construction and Submittal Schedules

§ 3.10.1 The Contractor, within 14 days of after being awarded the Contract, shall submit for the Owner’s and Architect’s

information a Contractor’s construction schedule for the Work. The schedule shall contain detail appropriate for the Project,

including (1) the date of commencement of the Work, interim schedule milestone dates, and the date of Substantial

Completion; (2) an apportionment of the Work by construction activity; and (3) the time required for completion of each

portion of the Work. The schedule shall provide for the orderly progression of the Work to completion and shall not exceed

time limits current under the Contract Documents. The schedule shall be revised at appropriate intervals as required by the

conditions of the Work and Project.

§ 3.10.2 The Contractor, within 14 days of after being awarded the Contract and thereafter as necessary to maintain a current

submittal schedule, shall submit a submittal schedule for the Architect’s approval. The Architect’s approval shall not be

unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor’s construction

schedule, and (2) allow the Architect reasonable time to review submittals, and highlight dates with response times needed to

satisfy long lead item procurement as it affects the Work. If the Contractor fails to submit a submittal schedule, or fails to

provide submittals in accordance with the approved submittal schedule, the Contractor shall not be entitled to any increase in

Contract Sum or extension of Contract Time based on the time required for review of submittals.

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

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§ 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner

and Architect.

§ 3.10.4 The Contractor shall prepare and submit to the Owner and Architect weekly (or at such other frequency as approved by

the Owner), a summary report in a form and in sufficient detail and content as may be approved by the Owner, including a

statement concerning whether the performance of the Work is on schedule and, if not, the reasons therefor. If the performance of

the Work is not in compliance with the most recent schedule previously furnished by the Contractor, the weekly report shall

include the Contractor’s plan for completing the Work within the Contract Time.

§ 3.10.5 The Contractor shall hold progress meetings weekly (or at such other frequency as may be approved by the Owner), at

the site with representatives of the Owner, Architect and such other parties as the Owner may request. At such meetings, the

Contractor shall report in detail on the progress of the Work and the relationship thereof to the construction schedule.

§ 3.10.6 The Contractor shall request dates for proposed utility outages or tie-ins, parking lot or road obstructions, or any other

proposed interferences of the Tribe’s normal operations 14 days prior to the Work. This outage request must be approved by

the Owner in writing prior to the Work. § 3.11 Documents and Samples at the Site

The Contractor shall make available, at the Project site, the Contract Documents, including Change Orders, Construction

Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made

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

in electronic form or paper copy, available to the Architect and Owner, and delivered to the Architect for submittal to the

Owner upon completion of the Work as a record of the Work as constructed. At the date of final completion, as a condition

precedent to final payment, the Contractor shall furnish to the Architect, for delivery to the Owner, the Record Drawings

showing the field changes and selections as previously approved by the Owner, and indicating the Work as actually installed, in

electronic format, satisfying the requirements of, to the extent reasonably practical, the requirements of the CAD Drawing

Guidelines referred to therein, a copy of which is attached as an Attachment to the B133 Agreement (in being the Owner’s

preference that the Architect uses the Contracted Information Exchange).

§ 3.12 Shop Drawings, Product Data and Samples

§ 3.12.1 Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or

a Subcontractor, Sub-subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work.

§ 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other

information furnished by the Contractor to illustrate materials or equipment for some portion of the Work.

§ 3.12.3 Samples are physical examples that illustrate materials, equipment, or workmanship, and establish standards by which

the Work will be judged.

§ 3.12.4 Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. Their purpose is to

demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the

Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the

Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to

take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract

Documents may be returned by the Architect without action.

§ 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve, and submit to the Architect, Shop

Drawings, Product Data, Samples, and similar submittals required by the Contract Documents, in accordance with the

submittal schedule approved by the Architect and the Owner 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.

§ 3.12.6 By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner

and Architect that the Contractor reviewed, approved and verified all dimensions, quantities, field conditions, relations to

existing Work, coordination with Work to be installed later, coordination with information on Shop Drawings, Product Data,

Samples, or similar submittals previously approved by the Architect and Owner, or submitted by the Contractor for approval

but not yet acted upon by Architect and Owner, and verification of compliance with all the requirements of the Contract

Drawings. The accuracy of all such information is the responsibility of the Contractor. In approving these submittal

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

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documents, the Architect and Owner shall be entitled to rely upon the Contractor’s representation that such information is

accurate and in compliance with the Contract Documents.

§ 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of

Shop Drawings, Product Data, Samples, or similar submittals, until the respective submittal has been approved by the Architect

and Owner. The Contractor shall submit any such Shop Drawings, Product Data, Samples or other similar submittals to the

Architect and Owner for approval prior to the construction thereof in a timely and orderly sequence so as to allow for adequate

review thereof by the Architect and Owner and to avoid any delay in the progress of the Work.

§ 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of

responsibility for deviations from the requirements of the Contract Documents by the Architect’s and Owner’s approval of

Shop Drawings, Product Data, Samples, or similar submittals, unless the Contractor has specifically notified the Architect and

Owner ,in writing, of such deviation at the time of submittal and (1) the Architect and Owner has given written approval to the

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

authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings,

Product Data, Samples, or similar submittals, by the Architect’s or the Owner’s approval thereof.

§ 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or

similar submittals, to revisions other than those required by the Architect and Owner on previous submittals. In the absence of

such notice, the Architect’s or Owner’s approval of a resubmission shall not apply to such revisions.

§ 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or

engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the

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

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

violation of applicable law.

§ 3.12.10.1 If professional design services or certifications by a design professional related to systems, materials, or equipment

are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all

performance and design criteria that such services must satisfy. The Contractor shall be entitled to rely upon the adequacy and

accuracy of the performance and design criteria provided in the Contract Documents. The Contractor shall cause such services

or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all

drawings, calculations, specifications, certifications, Shop Drawings, and other submittals prepared by such professional.

Shop Drawings, and other submittals related to the Work, designed or certified by such professional, if prepared by others,

shall bear such professional’s written approval when submitted to the Architect. The Owner and the Architect shall be entitled

to rely upon the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design

professionals, provided the Owner and Architect have specified to the Contractor the performance and design criteria that such

services must satisfy. Pursuant to this Section 3.12.10, the Architect will review and approve or take other appropriate action

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

expressed in the Contract Documents.

§ 3.12.10.2 If the Contract Documents require the Contractor’s design professional to certify that the Work has been performed

in accordance with the design criteria, the Contractor shall furnish such certifications to the Architect at the time and in the

form specified by the Architect.

§ 3.13 Use of Site

§ 3.13.1 The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes,

rules and regulations, lawful orders of public authorities, and the Contract Documents and shall not unreasonably encumber

the site with materials or equipment. The right of possession of the site, including the Project and all improvements thereon by

the Contractor, shall remain at all times with the Owner.

§ 3.13.2 The Contractor shall perform the Work in such a manner as to cause minimum interference with or disruption of the

Owner’s operations and activities and of other contractor performing work or services thereon. The Contractor shall take, and

shall cause every Subcontractor to take all necessary precautions (including those required by the Owner’s safety regulations) to

protect the Tribe’s existing improvements and facilities, including but not limited to all existing landscaping, roadways,

buildings, utilities, equipment and all persons (including pedestrians, building occupants and guests) and property therein and

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

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shall reimburse the Owner, upon demand, for any costs, expenses, charges or fees relating to the replacement or repair of any

loss or damage to the property of the Owner caused by the Contractor or Subcontractor.

§ 3.13.3 For building security purposes, the Owner has a “closed door” policy requiring all doors and windows in furnished

buildings on site be closed and latched completely and should not be propped open. The Owner expressly reserves the right to

fine the Contractor Five Hundred Dollars ($500) for each violation of such policy committed by the Contractor or any

Subcontractor, which amount may be deducted from those portions of the Contract Sum next becoming due to the Contractor. If

the Contractor or any Subcontractor has a specific need to prop open any doors or windows in connection with the Work, the

Contractor must obtain the Owner’s prior approval thereof.

§ 3.13.4 Contractor acknowledges that there may be limited space available near the work site. Space on or about the site or

otherwise the Tribe’s property shall be used by the Contractor, any Subcontractor, any of their respective employees or others in

their control only for the parking of vehicles needed during the construction process and any such vehicle shall be parked only

in areas designated and approved in advance by the Owner. All other vehicles belonging to the Contractor, any Subcontractors

or any of their respective employes or others in their control, including, but not limited to, vehicles used by any of them for

traveling to and from work, shall be parked only in the area designated and approved by the Owner. The Contractor shall be

responsible and liable for ensuring that the owners all of vehicles, regardless of location or duration have properly obtained

parking permits in advance. Any parking fees, tickets, fines or other charges incurred or levied as the result of the parking of any

vehicle in violation of this Section 3.13.4 shall be the responsibility and liability of the Contractor.

§ 3.13.5 Under no circumstances shall the Contractor, any Subcontractor or any of their respective employees take any action

(including, but not limited to, opening, and closing valves or switches, tripping breakers, etc.) that might cause an interruption,

regardless of the length thereof, of any utility service or other building service systems, including with limitation, gas, water, air

conditioning, and ventilating systems. If during the course of the Work, it shall be necessary for reasons of safety, convenience

or other reasons, to cause the interruption of any utility service or other building system service, the Contractor shall submit an

Outage Request Form (10) working days in advance of the date of any such proposed interruption. The actual interruption and

subsequent restoration of any such utility service or other building system service shall be performed only by maintenance

employees of the Owner.

§ 3.13.6 The Contractor shall be permitted access to the site between 6am and 6pm Monday through Friday, or at such other

times as may be authorized by the Owner. If the Contractor desires access to the site other than during said authorized hours, the

Contractor shall request permission from the Owner at least 48 hours in advance, which permission may be granted or denied at

the Owner’s sole discretion. Where Work is being performed in or near occupied areas, it may be necessary to schedule “noisy”

Work outside of business hours and/or on weekends.

§ 3.14 Cutting and Patching

§ 3.14.1 The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts

fit together properly. All areas requiring cutting, fitting, or patching shall be restored to the condition existing prior to the

cutting, fitting, or patching, unless otherwise required by the Contract Documents.

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

Owner or Separate Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor

shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner

and of the Separate Contractor. Consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold,

from the Owner or a Separate Contractor, its consent to cutting or otherwise altering the Work.

§ 3.15 Cleaning Up

§ 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish

caused by operations under the Contract. It shall be the responsibility of the Contractor to ensure the Project site is inspected

daily and no debris or trash is permitted to remain thereon. Trash must be removed daily at the Contractor’s expense as part of

the Cost of Work, subject to the GMP and not allowed to be disposed of in Owner’s waste receptacles. At completion of the

Work, the Contractor shall remove waste materials, rubbish, the Contractor’s tools, construction equipment, machinery, and

surplus materials from and about the Project.

§ 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the Owner shall

be entitled to reimbursement from the Contractor.

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

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§ 3.16 Access to Work

The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever located.

§ 3.17 Royalties, Patents and Copyrights

The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of

copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be

responsible for defense or loss when a particular design, process, or product of a particular manufacturer or manufacturers is

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

documents prepared by the Owner or Architect. However, if an infringement of a copyright or patent is discovered by, or

made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to

the Architect.

§ 3.18 Indemnification

§ 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify defend, and hold harmless the Owner, Architect,

Architect’s consultants, any other entities as required by Owner to be named as Additional Insureds, and officers, directors,

partners, members, agents and employees of any of them from and against claims, damages, losses, and expenses, including

but not limited to attorneys’ fees, arising out of or resulting from performance of the Work, but only to the extent caused in

whole or in part by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed

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

caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other

rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18.

§ 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a

Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the

indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages,

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

benefit acts, or other employee benefit acts.

ARTICLE 4 ARCHITECT

§ 4.1 General

§ 4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the

Agreement.

§ 4.1.2 Duties, responsibilities, and limitations of authority of the Architect as set forth in the Contract Documents shall not be

restricted, modified, or extended without written consent of the Owner, and Architect. Consent shall not be unreasonably

withheld.

§ 4.2 Administration of the Contract

§ 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an

Owner’s representative during construction, and in accordance with the agreement between the Owner and the Architect and

will be an Owner’s consultant and representative on a non-exclusive basis (with the Owner retaining final decision making

authority) during construction, until the date the Architect issues the final Certificate for Payment. The Architect will have

authority to act on behalf of the Owner only to the extent provided in the Contract Documents.

§ 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the

Owner, to become familiar with and keep the Owner informed about the progress and quality of the portion of the Work

completed, and to guard the Owner against defects and deficiencies in the Work, and determine if the Work observed is being

performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents.

However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or

quantity of the Work. The Architect will not have control over, charge of, or responsibility for the construction means,

methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since

these are solely the Contractor’s rights and responsibilities under the Contract Documents.

§ 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

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the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2)

known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies

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

with the requirements of the Contract Documents. The Architect will not have control over or charge of, and will not be

responsible for acts or omissions of, the Contractor, Subcontractors, or their agents or employees, or any other persons or

entities performing portions of the Work.

§ 4.2.4 Communications

The Owner and Contractor shall endeavor to include the Architect in all communications that relate to or affect the Architect’s

services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct

communications between the Owner and the Contractor otherwise relating to the Project. Communications by and with the

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

through the Contractor. Communications by and with Separate Contractors shall be through the Owner. The Contract

Documents may specify other communication protocols.

§ 4.2.5 Based on the Architect’s evaluations of the Contractor’s Applications for Payment, the Architect will review and

certify the amounts due the Contractor and will issue Certificates for Payment in such amounts after consultation with and

approved by the Owner.

§ 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect

considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance

with Sections 13.4.2 and 13.4.3, whether or not the Work is fabricated, installed or completed. However, neither this authority

of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty

or responsibility of the Architect or Owner to the Contractor, Subcontractors, suppliers, their agents or employees, or other

persons or entities performing portions of the Work.

§ 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor’s submittals such as Shop

Drawings, Product Data, and Samples, for the purpose of checking for conformance with information given and the design

concept expressed in the Contract Documents. The Architect’s action will be taken in accordance with the submittal schedule

approved by the Architect with reasonable promptness while allowing sufficient time in the Architect’s professional judgment

to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and

completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or

performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract

Documents. The Architect’s review of the Contractor’s submittals shall not relieve the Contractor of the obligations under

Sections 3.3, 3.5, and 3.12. The Architect’s review shall not constitute approval of safety precautions or of any construction

means, methods, techniques, sequences, or procedures. The Architect’s approval of a specific item shall not indicate approval

of an assembly of which the item is a component. The Architect’s submittal response time shall be limited to no more than 14

business days (including the sub-consultant and Owner).

§ 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may order minor changes in the

Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding

concealed and unknown conditions as provided in Section 3.7.4, which shall not become effective unless executed by the

Owner and the Contractor.

§ 4.2.9 The Architect will conduct inspections to determine, subject to Owner’s approval, the date or dates of Substantial

Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and

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

and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment, for approval by the

Owner pursuant to Section 9.10.

§ 4.2.10 If the Owner and Architect agree, the Architect will provide one or more Project representatives to assist in carrying

out the Architect’s responsibilities at the site. The Owner shall notify the Contractor of any change in the duties,

responsibilities and limitations of authority of the Project representatives.

§ 4.2.11 The Architect will recommend matters concerning performance under, and requirements of, the Contract Documents

on written request of either the Owner or Contractor. The Architect’s response to such requests will be made in writing within

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

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any time limits agreed upon or otherwise with reasonable promptness.

§ 4.2.12 The recommendations of the Architect will be consistent with the intent of, and reasonably inferable from, the

Contract Documents and will be in writing or in the form of drawings. When making such recommendations, the Architect

will endeavor to secure faithful performance by the Contractor and will not be liable for recommendations rendered in good

faith.

§ 4.2.13 The Architect’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in

the Contract Documents.

§ 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The Architect’s

response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness.

If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for

information. Notwithstanding anything in the Contract Documents to the contrary, a failure by the Architect to perform any of

its duties or responsibilities under the Contract Documents shall not constitute a default by the Owner thereunder or relieve the

Contractor from any of its duties or responsibilities under the Contract Documents.

ARTICLE 5 SUBCONTRACTORS

§ 5.1 Definitions

§ 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at

the site. The term “Subcontractor” is referred to throughout the Contract Documents as if singular in number and means a

Subcontractor or an authorized representative of the Subcontractor. The term “Subcontractor” does not include a Separate

Contractor or the subcontractors of a Separate Contractor.

§ 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a

portion of the Work at the site. The term “Sub-subcontractor” is referred to throughout the Contract Documents as if singular

in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor.

§ 5.2 Award of Subcontracts and Other Contracts for Portions of the Work

§ 5.2.1 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract,

shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work, including

those who are to furnish materials or equipment fabricated to a special design. Within 14 days of receipt of the information,

the Architect may notify the Contractor whether the Owner or the Architect (1) has reasonable objection to any such proposed

person or entity or (2) requires additional time for review. Failure of the Architect to provide notice within the 14-day period

shall constitute notice of no reasonable objection. The Contractor shall develop bidders’ interest in the Project.

The Owner will decide whether or not to approve a subcontractor after Contractor provides the following items to the Architect:

A. a list of Subcontractors;

B. the company’s name;

C. a contact person;

D. contact information (email, address, telephone, cell phone, and fax numbers);

E. outline of Subcontractor’s services;

the cost for these services;

G. an analysis of the proposed Subcontractor’s bid as compared with the bids of other proposed Subcontractors;

H. the amount of any bond required to be obtained by the proposed Subcontractor;

the Contractor’s recommendation with respect to the proposed Subcontractor; and

such other information with respect to the proposed Subcontractor as the Owner may reasonably request.

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§ 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made

reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has

made reasonable objection.

§ 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor

shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor

was reasonably capable of performing the Work, the GMP and Contract Time shall be increased or decreased by the

difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the

substitute Subcontractor’s Work. However, no increase in the GMP or Contract Time shall be allowed for such change unless

the Contractor has acted promptly and responsively in submitting names as required.

§ 5.2.4 The Contractor shall not substitute a Subcontractor, person, or entity for one previously selected if the Owner or

Architect makes reasonable objection to such substitution.

§ 5.3 Subcontractual Relations

By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed

by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor

all the obligations and responsibilities, including the responsibility for safety of the Subcontractor’s Work that the Contractor,

by these Contract Documents, assumes toward the Owner. Each subcontract agreement shall preserve and protect the rights of

the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that

subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided

otherwise in the subcontract agreement, the benefit of all rights, remedies, and redress against the Contractor that the

Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each

Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed

Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the

Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and

conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will

similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors.

§ 5.3.1 If Contractor subcontracts, Contractor shall be liable for ensuring that any portion of the Work to be performed by any

Subcontractor shall be pursuant to a written subcontract between the Contractor and such Subcontractor, who shall include

provisions requiring that such Subcontractor:

oversee all of the Subcontractor’s work;

follow the Tribal Employment Rights Code in selecting Subcontractors;

ensure that subcontractors exercise their work with the same degree of skill and care required by the industry’s

customary professional practice;

pay any costs incurred for failing to meet these standards;

waive all rights the contracting parties may have against one another or that the Subcontractor may have

against the Owner for damages caused by fire or other perils that would be covered by the property insurance

required by the Contract Documents; and

require that Subcontractors comply with all obligations in this Agreement, Contract Documents, including

but not limited to, the indemnification provisions set forth in Section 3.17 and the requirement of the

Subcontractor to obtain and maintain the policies of insurance required under Article 11 and furnish to the

Owner the certificates and waivers referred to therein.

§ 5.3.2 The Owner reserves the right to require Contractor replace any Subcontractor. If the Owner exercises this right, the

Owner will pay all reasonable costs for replacing Subcontractors.

§ 5.3.3 Nothing in this agreement creates a contractual relationship between any subcontractor and the Owner.

§ 5.4 Contingent Assignment of Subcontracts

§ 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that

assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2

and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and

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Contractor; and

assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract.

When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor’s rights and

obligations under the subcontract.

§ 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor’s compensation shall

be equitably adjusted for increases in cost resulting from the suspension.

§ 5.4.3 Upon assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor

contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity, the Owner shall

nevertheless remain legally responsible for all of the successor contractor’s obligations under the subcontract.

ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

§ 6.1 Owner’s Right to Perform Construction and to Award Separate Contracts

§ 6.1.1 The term “Separate Contractor(s)” shall mean other contractors retained by the Owner under separate agreements. The

Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and with

Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract, including those

provisions of the Conditions of the Contract related to insurance and waiver of subrogation.

§ 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site,

the term “Contractor” in the Contract Documents in each case shall mean the Contractor who executes each separate OwnerContractor Agreement.

§ 6.1.3 The Owner shall provide for coordination of the activities of the Owner’s own forces and of each Separate Contractor

with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with any Separate

Contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to its

construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then

constitute the schedules to be used by the Contractor, Separate Contractors, and the Owner until subsequently revised.

§ 6.2 Mutual Responsibility

§ 6.2.1 The Contractor shall afford the Owner and Separate Contractors reasonable opportunity for introduction and storage of

their materials and equipment and performance of their activities and shall connect and coordinate the Contractor’s

construction and operations with theirs as required by the Contract Documents.

§ 6.2.2 If part of the Contractor’s Work depends for proper execution or results upon construction or operations by the Owner

or a Separate Contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly notify the Architect

and the Owner of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that

would render it unsuitable for proper execution and results of the Contractor’s Work. Failure of the Contractor to notify the

Architect of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the

Owner’s or Separate Contractor’s completed or partially completed construction is fit and proper to receive the Contractor’s

Work. The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or

Separate Contractor that are not apparent.

§ 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor because

of the Contractor’s delays, improperly timed activities or defective construction. The Owner shall be responsible to the

Contractor for costs the Contractor incurs because of a Separate Contractor’s delays, improperly timed activities, damage to

the Work or defective construction.

§ 6.2.4 The Contractor shall promptly remedy damage that the Contractor causes to completed or partially completed

construction or to property of the Owner or Separate Contractor as provided in Section 10.2.5.

§ 6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are described

for the Contractor in Section 3.14.

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§ 6.3 Owner’s Right to Clean Up

If a dispute arises among the Contractor, Separate Contractors, and the Owner as to the responsibility under their respective

contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up

and the Owner and Architect will allocate the cost among those responsible.

ARTICLE 7 CHANGES IN THE WORK

§ 7.1 General

§ 7.1.1 The Work, the Contract Time, the Contract Sum, the GMP or any other matter covered under the Contract Documents

may be changed only by a written Change Order executed by Owner and Contractor prior to the performance of the Work or

other occurrence giving rise thereto. The Owner may, in its sole discretion, order change in the Work consisting of additions,

deletions or modifications or the substitution of any material in lieu of that specified in the Contract Documents.

§ 7.1.2 The party desiring a change in the Work shall submit a request therefore to the other party and the Architect. The

Contractor shall submit any request for a change as soon as practicable after determining the need for such change to allow for

adequate consideration for such request by the Owner and the Architect and to minimize any delay in the progress of the Work

that might result therefrom. Promptly after receipt of any such request, the Architect shall submit the same to the Contractor for

an itemized quotation of any resulting change in the Contract Sum, the GMP, the Contract Time or any schedules previously

furnished by the Contractor to the Owner. The submission of that request to the Contractor for quotation with respect to the

proposed change in Work shall not constitute a directive to the Contractor to perform the proposed change.

§ 7.1.3 No change in the Work, whether by way of alternation, addition, the substitution of any material or otherwise, shall be

the basis for an addition to the Contract Sum or GMP or a change in the Contract Time unless and until such alternation,

addition or other change has been authorized by a Change Order executed and issued in accordance with and in strict

compliance with the requirements of this Article 7. This requirement is of the essence of the Contract Documents.

§ 7.2 Change Orders

§ 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor, and Architect

stating their agreement upon all of the following:

The change in the Work;

The amount of the adjustment, if any, in the Contract Sum or GMP;

The extent of the adjustment, if any, in the Contract Time: and

The percentage of markup on the Change Order, if any.

§ 7.2.2 When the parties have reached agreement with respect to all matters described in Section 7.2.1, the Architect shall

prepare and submit the proposed Change order to the Contractor and the Owner. After execution of a Proposed Change Order by

the Owner and the Contractor, the same shall thereafter constitute a part of the Contract Documents.

§ 7.2.3 No change in the Contract Sum, change in the Contract Time, or additional work is authorized absent a written Change

Order executed by the Tribal Chairman or his designee. The terms of this paragraph may not be waived.

§ 7.3 Construction Change Directives

§ 7.3.1 In the absence of total agreement on the terms of a Change Order, the Architect may interpret or explain the Drawings

and Specifications and the intent thereof by issuing a written clarification statement, which statement may add details or

supply additional information, but shall not alter the scope of the Work, the Contract Sum, the GMP or the Contract Time. If

the Contractor believes that any such clarification constitutes a change to the Work, the Contract Sum, the GMP of the

Contract Time, the Contractor shall immediately notify the Architect and Owner, and submit a request for a Change Order

with respect thereto; the Contractor shall not proceed with the Work until a written Change Order has been executed by the

Owner and the Contractor.

§ 7.3.2 If the Contractor disagrees with the adjustment in the Contract Time, the Contractor may make a Claim in accordance

with applicable provisions of Article 15.

§ 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum or GMP,

the Architect and Owner shall determine the adjustment on the basis of reasonable expenditures and savings of those

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performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead

and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case,

the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with

appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.4

shall be limited to the following:

Costs of labor, including applicable payroll taxes, fringe benefits required by agreement or custom, workers’

compensation insurance, and other employee costs approved by the Architect;

Costs of materials, supplies, and equipment, including cost of transportation, whether incorporated or

consumed;

Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or

others;

Costs of premiums for all bonds and insurance, permit fees, and sales, use, or similar taxes, directly related to

the change; and

Costs of supervision and field office personnel directly attributable to the change.

§ 7.4 Minor Changes in the Work

The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not

involve an adjustment in the Contract Sum, GMP or an extension of the Contract Time. The Architect’s order for minor

changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract

Sum, GMP, or Contract Time, the Contractor shall notify the Architect and shall not proceed to implement the change in the

Work. If the Contractor performs the Work set forth in the Architect’s order for a minor change without prior notice to the

Architect that such change will affect the Contract Sum, or GMP or Contract Time, the Contractor waives any adjustment to

the Contract Sum, GMP or extension of the Contract Time.

ARTICLE 8 TIME

§ 8.1 Definitions

§ 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the

Contract Documents for Substantial Completion of the Work.

§ 8.1.2 The date of commencement of the Work is the date established in the Agreement.

§ 8.1.3 The date of Substantial Completion is the date when (1) the progress of the Work has achieved the state of completion

described in the Section 9.8.1 and (2) the progress of the Work has been certified by the Architect and approved by the Owner

as having achieved Substantial Completion.

§ 8.1.4 The term “day” as used in the Contract Documents shall mean calendar day unless otherwise specifically defined.

§ 8.2 Progress and Completion

§ 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement, the

Contractor confirms that the Contract Time, schedule of the Work, and other time limits specified in the Contract Documents

is a reasonable period for proper execution, performing and completion of the Work.

§ 8.2.2 The Contractor shall not, except by agreement or instruction of the Owner in writing, commence the Work prior to the

effective date of insurance required to be furnished by the Contractor and Owner.

§ 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the

Contract Time, it being agreed that time shall be of the essence in the performance by the Contractor and its agreements under

the Contract Documents.

§ 8.3 Delays and Extensions of Time

§ 8.3.1 If the Contractor is materially delayed at any time in the commencement or progress of the Work by (1) an act or

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neglect of the Owner or Architect, of an employee of either, or of a Separate Contractor; (2) by Change Orders; (3) by labor

disputes, fire, unusual delay in deliveries, unavoidable casualties, adverse weather conditions documented in accordance with

Section 15.1.6.2, or other causes beyond the Contractor’s control; (4) by delay authorized by the Owner pending non-binding

mediation and dispute resolution; or (5) by other causes that the Contractor asserts, and the Architect determines, justify delay,

then the Contract Time shall be extended for such reasonable time as the Architect, with written consent of the Owner, may

determine.

§ 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15.

§ 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract

Documents.

ARTICLE 9 PAYMENTS AND COMPLETION

§ 9.1 Contract Sum

§ 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the subject to the limitation of

the GMP. The “Contract Sum” as used in the Contract Documents shall mean the smaller of (1) the Cost of the Work, plus

Contractor’s Fee, or (2) Guaranteed Maximum Price (as all such terms are defined in the Agreement)..

§ 9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally

contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity

to the Owner or Contractor, the applicable unit prices shall be equitably adjusted in the Proposed Change Order; provided,

however, no increase in the Contract Sum or GMP shall occur unless the same is provided for in a Change Order satisfying

the requirements of Section 7.2.1.

§ 9.2 Schedule of Values

Where the Contract is based on a Guaranteed Maximum Price, the Contractor shall submit a schedule of values to the

Architect and the Owner, for their approval, before the first Application for Payment, allocating the entire GMP to the various

portions of the Work. The schedule of values shall be prepared in the form, and supported by the data to substantiate its

accuracy, required by the Architect and Owner. This schedule, unless objected to by the Architect, shall be used as a basis for

reviewing the Contractor’s Applications for Payment. Any changes to the schedule of values shall be submitted to the

Architect and supported by such data to substantiate its accuracy as the Architect may require, and unless objected to by the

Architect, shall be used as a basis for reviewing the Contractor’s subsequent Applications for Payment.

§ 9.3 Applications for Payment

§ 9.3.1 At the time established in the Agreement, the Contractor shall submit to the Architect and Owner an itemized

Application for Payment prepared in accordance with the schedule of values, for completed portions of the Work. The

application shall be notarized, if required, and supported by all data substantiating the Contractor’s right to payment that the

Owner or Architect require, such as copies of requisitions, and releases and waivers of liens from Subcontractors and

suppliers, and shall reflect retainage if provided for in the Contract Documents.

§ 9.3.1.1 Each application for Payment shall be notarized and furnished in triplicate, shall be in the form of AIA Document G702

(the “Application for Payment), as amended, a copy of which is attached hereto as an Attachment to the Agreement, and where

applicable, AIA Document G702A, (the “Continuation Statement”) or on such forms agreement approved by the Owner, and

accompanied by (i) a Conditional Waiver and Release on Progress Payment from the Contractor and from all Subcontractors

and suppliers of material with respect to that portion of the Work to be paid for from funds requested under the Application for

Payment or any prior Application for Payment, each in the form attached as an Attachment to the Agreement, and (ii) with the

final Application for Payment, a Conditional Waiver and Release on Final Payment form the Contractor and from all

Subcontractors and suppliers of material, each in the form attached as an Attachment to the Agreement neither of which forms

shall be amended or modified in any way except for completion of the blanks contained therein. The Contractor shall furnish a

copy of each Application for Payment to the Owner concurrently with the submission to the Architect. The submission by the

Contractor to the Owner and the Architect of an Application for Payment shall constitute that the portions of the Work with

respect to which payment is being requested are complete in accordance with the requirements of the Contract Documents.

§ 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor

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does not intend to promptly pay a Subcontractor or supplier, unless such Work has been performed by others whom the

Contractor intends to promptly pay.

§ 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment

delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in writing in advance by the

Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in

writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor

with procedures satisfactory to the Owner to establish the Owner’s title to such materials and equipment or otherwise protect

the Owner’s interest, and shall include the costs of applicable insurance, storage, and transportation to the site, for such

materials and equipment stored off the site.

§ 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner on the

date of performance thereof.. The Contractor further warrants that upon submittal of an Application for Payment all Work for

which Certificates for Payment have been previously issued and payments received from the Owner shall be free and clear of

liens, claims, security interests, or encumbrances, in favor of the Contractor, Subcontractors, suppliers, or other persons or

entities that provided labor, materials, and equipment relating to the Work.

§ 9.3.4 The Contractor may obtain reimbursement from the Owner for certain necessary and reasonable expenses incurred in

connection with the Work, but only in accordance with the Reimbursable Guidelines attached as an Attachment to the

Agreement and only to the extend provided for in the Contract Documents and approved in advance by the Owner.

§ 9.4 Certificates for Payment

§ 9.4.1 The Architect will, within seven days after receipt of the Contractor’s Application for Payment, either (1) issue to the

Owner a Certificate for Payment in the full amount of the Application for Payment, with a copy to the Contractor; or (2) issue

to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Contractor

and Owner of the Architect’s reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold

certification of the entire Application for Payment, and notify the Contractor and Owner of the Architect’s reason for

withholding certification in whole as provided in Section 9.5.1.

§ 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the

Architect’s evaluation of the Work and the data in the Application for Payment, that, the Work has progressed to the point

indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment

in the amount certified. The foregoing representations are subject to an evaluation of the Work for conformance with the

Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor

deviations from the Contract Documents prior to completion, and to specific qualifications expressed by the Architect.

However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or

continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods,

techniques, sequences, or procedures; (3) reviewed copies of requisitions received from Subcontractors and suppliers and other

data requested by the Owner to substantiate the Contractor’s right to payment; or (4) made examination to ascertain how or for

what purpose the Contractor has used money previously paid on account of the Contract Sum. In addition to, the issuance by the

Architect of a Certificate of Payment shall constitute a recommendation to the Owner by the Architect in respect to the amounts

to be paid to the Contractor; provided, however, such recommendation shall be non-binding on the Owner, and the Owner shall

have the right to refuse to make payment on a Certificate of Payment as otherwise provided for the in the Contract Documents.

§ 9.5 Decisions to Withhold Certification

§ 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect

the Owner, if in the Architect’s opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the

Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as

provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue

a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The

Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole

or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect’s opinion to

protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions

described in Section 3.3.2, because of

defective Work not remedied;

third party claims filed or reasonable evidence indicating probable filing of such claims, unless security

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acceptable to the Owner is provided by the Contractor;

failure of the Contractor to make payments properly to Subcontractors or suppliers for labor, materials or

equipment;

reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;

damage to the Owner or a Separate Contractor;

reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance

would not be adequate to cover actual or liquidated damages for the anticipated delay;

repeated failure to carry out the Work in accordance with the Contract Documents; or

failure to maintain any specified records or documents relating to the Work.

§ 9.5.2 When either party disputes the Architect’s decision regarding a Certificate for Payment under Section 9.5.1, in whole

or in part, that party may submit a Claim in accordance with Article 15. If the Contractor disputes any determination by the

Architect with regard to all or any part of the Certificate for Payment, the Contractor shall nevertheless expeditiously continue

to perform the Work.

§ 9.5.3 When the reasons for withholding certification are removed, certification will be made for amounts previously

withheld.

§ 9.5.4 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint

checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work

properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall

notify the Architect and the Contractor shall reflect such payment on its next Application for Payment.

§ 9.6 Progress Payments

§ 9.6.1 After the Architect has issued a Certificate for Payment and the same has been approved by the Owner, the Owner shall

make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect.

Notwithstanding the foregoing, the Owner may, in its sole discretion, withhold its approval of all or any portion of any

progress payment otherwise to become due and owing to the Contract as a result of (1) the occurrence of any acts and

omissions described in clauses 1 through 8 of Section 9.5.1, (2) failure by the Contractor to deliver and/or provide to the Owner

any Conditional Waiver and Release on Progress Payment by the Contractor or any Subcontractors in compliance with the

requirements of Section 9.3.1, (3) failure by the Contractor to reimburse Owner for any damage in compliance with the

requirements of Section 10.2.5 or clean-up of the site in compliance with the requirements noted in Section 3.15.1, (4) or

failure by the Contractor to address any reasonable concerns of the Owner regarding any pending or threatened claims for

bodily injury, loss of or damage to property, or non-payment of labor, materials or equipment, including mechanic’s and

materialmen’s liens, in connection with the Work. The Owner shall not be deemed in default by reason of withholding payment

to the Contractor as herein provided. When the basis for withholding any payment that has otherwise become due and owning

to the Contractor has been resolved to the Owner’s satisfaction, amounts withheld with respect thereto will be paid to the

Contractor, less any amounts deducted for costs and expense incurred by the Owner in connection therewith.

§ 9.6.2 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment from the Owner, the

amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on

account of the Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor,

require each Subcontractor to make payments to Sub-subcontractors in a similar manner.

§ 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of

completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of

portions of the Work done by such Subcontractor.

§ 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid

Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to

furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors and suppliers to ascertain

whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay, or to see to the

payment of money to, a Subcontractor or supplier, except as may otherwise be required by applicable law.

§ 9.6.5 The Contractor’s payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and

9.6.4.

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright

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§ 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall

not constitute acceptance of Work not in accordance with the Contract Documents.

§ 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the GMP, payments received

by the Contractor for Work properly performed by Subcontractors or provided by suppliers shall be held by the Contractor for

those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for

which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and

not commingled with money of the Contractor, create any fiduciary liability or tort liability on the part of the Contractor for

breach of trust, or entitle any person or entity to an award of punitive damages against the Contractor for breach of the

requirements of this provision.

§ 9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents, the Contractor shall defend

and indemnify the Owner from all loss, liability, damage or expense, including reasonable attorney’s fees and litigation

expenses, arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier. Upon receipt

of notice of a lien claim or other claim for payment, the Owner shall notify the Contractor. If approved by the applicable

court, when required, the Contractor may substitute a surety bond for the property against which the lien or other claim for

payment has been asserted.

§ 9.7 Failure of Payment

If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of

the Contractor’s Application for Payment, or if the Owner does not pay the Contractor within seven days after the date

established in the Contract Documents, the amount certified by the Architect or awarded by dispute resolution, then the

Contractor may, upon seven additional days’ notice to the Owner and Architect, stop the Work until payment of the amount

owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the

amount of the Contractor’s reasonable costs of shutdown, delay and start-up, plus interest as provided for in the Contract

Documents.

§ 9.8 Substantial Completion

§ 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is

sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its

intended use, subject only to minor punchlist items, the absence of completion of which will not interfere with the Owner’s

intended use of the Project. The Work will not be considered to have achieved Substantial Completion until all systems included

in the Work are operational as designed, the instruction of the Owner’s personnel in the operation of such systems is complete,

all designated or required permits, inspections and certification have been obtained, and all final finishes included in the Work

have been completed, with the only remaining Work being of a minor punchlist nature which could be completed within thirty

(30) days (or such other period as may be agreed to by the Owner) and the absence of completion of which, and the subsequent

performance thereof, would not interfere with the Owner’s intended use of the Project. The date on which all said punchlist

items have been fully completed and accepted by the Owner and the other conditions of the Contract fully satisfied shall be the

date of final completion.

§ 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is

substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed

or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to

complete all Work in accordance with the Contract Documents.

§ 9.8.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work or

designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not included

on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can

occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the

Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the

Contractor shall then submit a request for another inspection by the Architect or the Owner to determine Substantial

Completion.

§ 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of

Substantial Completion that, when approved by the Owner, shall establish the date of Substantial Completion; establish

responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and

reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The

American Institute of Architects. This draft was produced at 13:16:44 MDT on 06/04/2025 under Subscription No.20240079435 which expires on , is not for

resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright

violations, e-mail docinfo@aiacontracts.com.

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fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by

the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof

unless otherwise provided in the Certificate of Substantial Completion.

§ 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of

responsibilities assigned to them in the Certificate. Upon such acceptance, and consent of surety if any, the Owner shall make

payment of retainage applying to the Work or designated portion thereof. Such payment shall be adjusted for Work that is

incomplete or not in accordance with the requirements of the Contract Documents.

§ 9.8.6 Upon receipt of Substantial Completion of the Work, if not performed already, the Contractor shall acquaint the Owner

with various features and operation of the facilities and equipment contained therein. An orientation walk-through and training

shall be scheduled by the Contractor upon no less than seventy-two (72) hours prior written notice thereof to the Owner. The

seventy-two (72) hour period of written notice is intended to all allow all interested parties and opportunity to be represented at

the walk-through.

§ 9.9 Partial Occupancy or Use

§ 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such

portion is designated by Owner, provided such occupancy or use is consented to by the insurer and authorized by public

authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is

substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of

them in accordance with the Contract Documents for payments, retainage, if any, security, maintenance, heat, air

conditioning, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of

the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion

substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent

of the Contractor to partial occupancy or use shall not be required. The stage of the progress of the Work shall be determined

by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. All

warranty periods under the Contract Document will begin on the date of Substantial Completion of the entire Work in

accordance with provision of Section 9.8.4 hereof, notwithstanding the early occupancy and use of portions thereof by Owner

pursuant to the provisions of this Section 9.9.

§ 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor, and Architect shall jointly inspect the area

to be occupied or portion of the Work to be used in order to determine and record the condition of the Work.

§ 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute

acceptance of Work not complying with the requirements of the Contract Documents.

§ 9.10 Final Completion and Final Payment

§ 9.10.1 Upon receipt of the Contractor’s notice that the Work is ready for final inspection and acceptance and upon receipt of

a final Application for Payment, the Architect and the Owner will promptly make such inspection. When the Architect finds

the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final

Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the

Architect’s on-site visits and inspections, the Work has been completed in accordance with the Contract Documents and that

the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final

Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the

Contractor’s being entitled to final payment have been fulfilled.

§ 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the

Architect and the Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected

with the Work for which the Owner or the Owner’s property might be responsible or encumbered (less amounts withheld by

Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents

to remain in force after final payment is currently in effect, (3) a written statement that the Contractor knows of no reason that

the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to

final payment, (5) documentation of any special warranties, such as manufacturers’ warranties or specific Subcontractor

warranties,(6) if required by the Owner, other data establishing payment or satisfaction of obligat

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