Document A104™ – 2017
Standard Abbreviated Form of Agreement Between Owner and Contractor
AGREEMENT made as of the ________ day of ________ in the year ________
(In words, indicate day, month and year.)
BETWEEN the Owner:
(Name, legal status, address and other information)
This document has important legal
consequences. Consultation with
an attorney is encouraged with
respect to its completion or
modification.
and the Contractor:
(Name, legal status, address and other information)
for the following Project:
(Name, location and detailed description)
The Architect:
(Name, legal status, address and other information)
The Owner and Contractor agree as follows.
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and
2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and
criminal penalties, and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects’ legal counsel, copyright@aia.org.
1
TABLE OF ARTICLES
1
THE WORK OF THIS CONTRACT
2
DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
3
CONTRACT SUM
4
PAYMENT
5
DISPUTE RESOLUTION
6
ENUMERATION OF CONTRACT DOCUMENTS
7
GENERAL PROVISIONS
8
OWNER
9
CONTRACTOR
10
ARCHITECT
11
SUBCONTRACTORS
12
CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
13
CHANGES IN THE WORK
14
TIME
15
PAYMENTS AND COMPLETION
16
PROTECTION OF PERSONS AND PROPERTY
17
INSURANCE & BONDS
18
CORRECTION OF WORK
19
MISCELLANEOUS PROVISIONS
20
TERMINATION OF THE CONTRACT
21
CLAIMS AND DISPUTES
EXHIBIT A DETERMINATION OF THE COST OF THE WORK
ARTICLE 1 THE WORK OF THIS CONTRACT
The Contractor shall execute the Work described in the Contract Documents, except as specifically indicated in the
Contract Documents to be the responsibility of others.
ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
§ 2.1 The date of commencement of the Work shall be:
(Check one of the following boxes.)
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£
The date of this Agreement.
£
A date set forth in a notice to proceed issued by the Owner.
AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
2
£
Established as follows:
(Insert a date or a means to determine the date of commencement of the Work.)
If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this
Agreement.
§ 2.2 The Contract Time shall be measured from the date of commencement.
§ 2.3 Substantial Completion
§ 2.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve
Substantial Completion of the entire Work:
(Check the appropriate box and complete the necessary information.)
£
Not later than
£
By the following date:
(
) calendar days from the date of commencement of the Work.
§ 2.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are
to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve Substantial Completion
of such portions by the following dates:
Portion of Work
Substantial Completion Date
§ 2.3.3 If the Contractor fails to achieve Substantial Completion as provided in this Section 2.3, liquidated damages, if
any, shall be assessed as set forth in Section 3.5.
ARTICLE 3 CONTRACT SUM
§ 3.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the
Contract. The Contract Sum shall be one of the following:
(Check the appropriate box.)
£
Stipulated Sum, in accordance with Section 3.2 below
£
Cost of the Work plus the Contractor’s Fee, in accordance with Section 3.3 below
£
Cost of the Work plus the Contractor’s Fee with a Guaranteed Maximum Price, in accordance with
Section 3.4 below
(Based on the selection above, complete Section 3.2, 3.3 or 3.4 below.)
§ 3.2 The Stipulated Sum shall be
Documents.
($
), subject to additions and deductions as provided in the Contract
§ 3.2.1 The Stipulated Sum is based upon the following alternates, if any, which are described in the Contract
Documents and are hereby accepted by the Owner:
(State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the
Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other
alternates showing the amount for each and the date when that amount expires.)
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
3
§ 3.2.2 Unit prices, if any:
(Identify the item and state the unit price and the quantity limitations, if any, to which the unit price will be applicable.)
Item
Units and Limitations
Price per Unit ($0.00)
§ 3.2.3 Allowances, if any, included in the stipulated sum:
(Identify each allowance.)
Item
Price
§ 3.3 Cost of the Work Plus Contractor’s Fee
§ 3.3.1 The Cost of the Work is as defined in Exhibit A, Determination of the Cost of the Work.
§ 3.3.2 The Contractor’s Fee:
(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee and the
method of adjustment to the Fee for changes in the Work.)
§ 3.4 Cost of the Work Plus Contractor’s Fee With a Guaranteed Maximum Price
§ 3.4.1 The Cost of the Work is as defined in Exhibit A, Determination of the Cost of the Work.
§ 3.4.2 The Contractor’s Fee:
(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee and the
method of adjustment to the Fee for changes in the Work.)
§ 3.4.3 Guaranteed Maximum Price
§ 3.4.3.1 The sum of the Cost of the Work and the Contractor’s Fee is guaranteed by the Contractor not to exceed
($
), subject to additions and deductions by changes in the Work as provided in the Contract Documents.
This maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would
cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the
Owner.
(Insert specific provisions if the Contractor is to participate in any savings.)
§ 3.4.3.2 The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the
Contract Documents and are hereby accepted by the Owner:
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
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(State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the
Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other
alternates showing the amount for each and the date when that amount expires.)
§ 3.4.3.3 Unit Prices, if any:
(Identify the item and state the unit price and the quantity limitations, if any, to which the unit price will be applicable.)
Item
Units and Limitations
Price per Unit ($0.00)
§ 3.4.3.4 Allowances, if any, included in the Guaranteed Maximum Price:
(Identify each allowance.)
Item
Price
§ 3.4.3.5 Assumptions, if any, on which the Guaranteed Maximum Price is based:
§ 3.4.3.6 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed
Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and
reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality
of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order.
§ 3.4.3.7 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon
assumptions contained in Section 3.4.3.5. The Owner shall promptly furnish such revised Contract Documents to the
Contractor. The Contractor shall notify the Owner and Architect of any inconsistencies between the agreed-upon
assumptions contained in Section 3.4.3.5 and the revised Contract Documents.
§ 3.5 Liquidated damages, if any:
(Insert terms and conditions for liquidated damages, if any.)
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
5
ARTICLE 4 PAYMENT
§ 4.1 Progress Payments
§ 4.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment
issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as
provided below and elsewhere in the Contract Documents.
§ 4.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the
month, or as follows:
day of
§ 4.1.3 Provided that an Application for Payment is received by the Architect not later than the
a month, the Owner shall make payment of the certified amount to the Contractor not later than the
day of the
month. If an Application for Payment is received by the Architect after the date fixed
above, payment shall be made by the Owner not later than
(
) days after the Architect receives the
Application for Payment.
(Federal, state or local laws may require payment within a certain period of time.)
§ 4.1.4 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold
retainage from the payment otherwise due as follows:
(Insert a percentage or amount to be withheld as retainage from each Application for Payment and any terms for
reduction of retainage during the course of the Work. The amount of retainage may be limited by governing law.)
§ 4.1.5 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated
below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.
(Insert rate of interest agreed upon, if any.)
%
§ 4.2 Final Payment
§ 4.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the
Contractor when
.1
the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct
Work as provided in Section 18.2, and to satisfy other requirements, if any, which extend beyond final
payment;
.2
the Contractor has submitted a final accounting for the Cost of the Work, where payment is on the basis
of the Cost of the Work with or without a Guaranteed Maximum Price; and
.3
a final Certificate for Payment has been issued by the Architect in accordance with Section 15.7.1.
§ 4.2.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the
Architect’s final Certificate for Payment, or as follows:
ARTICLE 5 DISPUTE RESOLUTION
§ 5.1 Binding Dispute Resolution
For any claim subject to, but not resolved by, mediation pursuant to Section 21.5, the method of binding dispute
resolution shall be as follows:
(Check the appropriate box.)
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£
Arbitration pursuant to Section 21.6 of this Agreement
£
Litigation in a court of competent jurisdiction
AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
6
£
Other (Specify)
If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in
writing to a binding dispute resolution method other than litigation, claims will be resolved in a court of competent
jurisdiction.
ARTICLE 6 ENUMERATION OF CONTRACT DOCUMENTS
§ 6.1 The Contract Documents are defined in Article 7 and, except for Modifications issued after execution of this
Agreement, are enumerated in the sections below.
§ 6.1.1 The Agreement is this executed AIA Document A104™–2017, Standard Abbreviated Form of Agreement
Between Owner and Contractor.
§ 6.1.2 AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, dated as indicated
below:
(Insert the date of the E203–2013 incorporated into this Agreement.)
§ 6.1.3 The Supplementary and other Conditions of the Contract:
Document
Title
Date
Pages
§ 6.1.4 The Specifications:
(Either list the Specifications here or refer to an exhibit attached to this Agreement.)
Section
Title
Date
Pages
§ 6.1.5 The Drawings:
(Either list the Drawings here or refer to an exhibit attached to this Agreement.)
Number
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Title
Date
AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
7
§ 6.1.6 The Addenda, if any:
Number
Date
Pages
Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the
bidding or proposal requirements are enumerated in this Article 6.
§ 6.1.7 Additional documents, if any, forming part of the Contract Documents:
.1
Other Exhibits:
(Check all boxes that apply.)
£
Exhibit A, Determination of the Cost of the Work.
£
AIA Document E204™–2017, Sustainable Projects Exhibit, dated as indicated below:
(Insert the date of the E204-2017 incorporated into this Agreement.)
£
The Sustainability Plan:
Title
£
Date
Supplementary and other Conditions of the Contract:
Document
.2
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Pages
Title
Date
Pages
Other documents, if any, listed below:
(List here any additional documents that are intended to form part of the Contract Documents.)
AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
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ARTICLE 7 GENERAL PROVISIONS
§ 7.1 The Contract Documents
The Contract Documents are enumerated in Article 6 and consist of this Agreement (including, if applicable,
Supplementary and other Conditions of the Contract), Drawings, Specifications, Addenda issued prior to the execution
of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this
Agreement. 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. The intent
of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the
Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required
by all; performance by the Contractor shall be required to the extent consistent with the Contract Documents and
reasonably inferable from them as being necessary to produce the indicated results.
§ 7.2 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 between any persons or entities other than the Owner and the
Contractor.
§ 7.3 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.
§ 7.4 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.
§ 7.5 Ownership and Use of Drawings, Specifications and Other Instruments of Service
§ 7.5.1 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective
Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other
reserved rights in their Instruments of Service, including copyrights. The Contractor, Subcontractors, Subsubcontractors, and suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution
to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as
publication in derogation of the Architect’s or Architect’s consultants’ reserved rights.
§ 7.5.2 The Contractor, Subcontractors, Sub-subcontractors and suppliers are authorized to use and reproduce the
Instruments of Service provided to them, subject to the protocols established pursuant to Sections 7.6 and 7.7, 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 this Project outside the scope of the Work without
the specific written consent of the Owner, Architect and the Architect’s consultants.
§ 7.6 Digital Data Use and Transmission
The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other
information or documentation in digital form. The parties will use AIA Document E203™–2013, Building Information
Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of
digital data.
§ 7.7 Building Information Models Use and Reliance
Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing
the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA
Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document
G202™–2013, Project Building Information Modeling Protocol Form, 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.
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
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§ 7.8 Severability
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 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.
§ 7.9 Notice
§ 7.9.1 Except as otherwise provided in Section 7.9.2, 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 in accordance with AIA Document E203™–2013, Building Information Modeling and Digital
Data Exhibit, if completed, or as otherwise set forth below:
(If other than in accordance with AIA Document E203–2013, insert requirements for delivering Notice in electronic
format such as name, title and email address of the recipient and whether and how the system will be required to
generate a read receipt for the transmission.)
§ 7.9.2 Notice of Claims 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.
§ 7.10 Relationship of the Parties
Where the Contract is based on the Cost of the Work plus the Contractor’s Fee, with or without a Guaranteed Maximum
Price, the Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with
the Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in furthering the interests of
the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of
workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s
interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to
make payments to the Contractor in accordance with the requirements of the Contract Documents.
ARTICLE 8 OWNER
§ 8.1 Information and Services Required of the Owner
§ 8.1.1 Prior to commencement of the Work, at the 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 8.1.1, the Contract Time shall be extended appropriately.
§ 8.1.2 The Owner shall furnish all necessary surveys and a legal description of the site.
§ 8.1.3 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.
§ 8.1.4 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including
those required under Section 9.6.1, the Owner shall secure and pay for other necessary approvals, easements,
assessments, and charges required for the construction, use, or occupancy of permanent structures or for permanent
changes in existing facilities.
§ 8.2 Owner’s Right to Stop the Work
If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents, or
repeatedly fails to carry out the 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 is 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.
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
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§ 8.3 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 ten-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 any 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 15.4.3, 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 the Owner’s expenses and compensation for the Architect’s additional services
made necessary by such default, neglect, or failure. If the Contractor disagrees with the actions of the Owner or the
Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 21.
ARTICLE 9 CONTRACTOR
§ 9.1 Review of Contract Documents and Field Conditions by Contractor
§ 9.1.1 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.
§ 9.1.2 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 8.1.2, 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.
§ 9.1.3 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.
§ 9.2 Supervision and Construction Procedures
§ 9.2.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The
Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences,
and procedures, and for coordinating all portions of the Work under the Contract, unless the Contract Documents give
other specific instructions concerning these matters.
§ 9.2.2 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.
§ 9.3 Labor and Materials
§ 9.3.1 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.
§ 9.3.2 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 skilled in
tasks assigned to them.
§ 9.3.3 The Contractor may make a substitution only with the consent of the Owner, after evaluation by the Architect
and in accordance with a Modification.
§ 9.4 Warranty
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
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
11
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 under normal usage. All other 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 15.6.3.
§ 9.5 Taxes
The Contractor shall pay sales, consumer, use, and other similar taxes that are legally enacted when bids are received or
negotiations concluded, whether or not yet effective or merely scheduled to go into effect.
§ 9.6 Permits, Fees, Notices, and Compliance with Laws
§ 9.6.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building
permit as well as other 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.
§ 9.6.2 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. 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.
§ 9.7 Allowances
The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. The Owner shall
select materials and equipment under allowances with reasonable promptness. Allowance amounts shall include the
costs 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, overhead, profit, and other
expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowance.
§ 9.8 Contractor’s Construction Schedules
§ 9.8.1 The Contractor, promptly 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 not exceed time limits current under
the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project,
shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious
and practicable execution of the Work.
§ 9.8.2 The Contractor shall perform the Work in general accordance with the most recent schedule submitted to the
Owner and Architect.
§ 9.9 Submittals
§ 9.9.1 The Contractor shall review for compliance with the Contract Documents and submit to the Architect Shop
Drawings, Product Data, Samples, and similar submittals required by the Contract Documents in coordination with the
Contractor’s construction schedule and in such sequence as to allow the Architect reasonable time for review. By
submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner and
Architect that the Contractor has (1) reviewed and approved them; (2) determined and verified materials, field
measurements, and field construction criteria related thereto, or will do so; and (3) checked and coordinated the
information contained within such submittals with the requirements of the Work and of the Contract Documents. The
Work shall be in accordance with approved submittals.
§ 9.9.2 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents.
§ 9.9.3 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 or unless the Contractor needs to
provide such services in order to carry out the Contractor's own responsibilities. If professional design services or
certifications by a design professional are specifically required, the Owner and the Architect will specify the
performance and design criteria that such services must satisfy. The Contractor shall cause such services or
certifications to be provided by an appropriately licensed design professional. If no criteria are specified, the design
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
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shall comply with applicable codes and ordinances. Each Party shall be entitled to rely upon the information provided
by the other Party. The Architect will review and approve or take other appropriate action on submittals for the limited
purpose of checking for conformance with information provided and the design concept expressed in the Contract
Documents. The Architect’s review of Shop Drawings, Product Data, Samples, and similar submittals shall be for the
limited purpose of checking for conformance with information given and the design concept expressed in the Contract
Documents. In performing such review, the Architect will approve, or take other appropriate action upon, the
Contractor’s Shop Drawings, Product Data, Samples, and similar submittals.
§ 9.10 Use of Site
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.
§ 9.11 Cutting and Patching
The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit
together properly.
§ 9.12 Cleaning Up
The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish
caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials,
rubbish, the Contractor’s tools, construction equipment, machinery, and surplus material from and about the Project.
§ 9.13 Access to Work
The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever
located.
§ 9.14 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.
§ 9.15 Indemnification
§ 9.15.1 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Architect,
Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses and
expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work,
provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury
to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or
omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts
they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party
indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of
indemnity which would otherwise exist as to a party or person described in this Section 9.15.1.
§ 9.15.2 In claims against any person or entity indemnified under this Section 9.15 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 9.15.1 shall not be limited by a limitation on amount or type of damages,
compensation or benefits payable by or for the Contractor or Subcontractor under workers’ compensation acts,
disability benefit acts or other employee benefit acts.
ARTICLE 10 ARCHITECT
§ 10.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an
Owner’s representative 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,
unless otherwise modified in writing in accordance with other provisions of the Contract.
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
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§ 10.2 Duties, responsibilities, and limitations of authority of the Architect as set forth in the Contract Documents shall
not be restricted, modified, or extended without written consent of the Owner, Contractor, and Architect. Consent shall
not be unreasonably withheld.
§ 10.3 The Architect will visit the site at intervals appropriate to the stage of the construction to become generally
familiar with the progress and quality of the portion of the Work completed, and to determine in general, 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 safety precautions and programs in
connection with the Work, since these are solely the Contractor’s rights and responsibilities under the Contract
Documents.
§ 10.4 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and
quality of 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.
§ 10.5 Based on the Architect’s evaluations of the Work and 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.
§ 10.6 The Architect has authority to reject Work that does not conform to the Contract Documents and to require
inspection or testing of the Work.
§ 10.7 The Architect will review and approve or take other appropriate action upon, the Contractor’s submittals such as
Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with
information given and the design concept expressed in the Contract Documents.
§ 10.8 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract
Documents on written request of either the Owner or Contractor. The Architect will make initial decisions on all claims,
disputes, and other matters in question between the Owner and Contractor but will not be liable for results of any
interpretations or decisions rendered in good faith.
§ 10.9 The Architect’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed
in the Contract Documents.
ARTICLE 11 SUBCONTRACTORS
§ 11.1 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.
§ 11.2 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 Subcontractors or suppliers proposed for each of the principal
portions of the Work. The Contractor shall not contract with any Subcontractor or supplier to whom the Owner or
Architect has made reasonable written objection within ten days after receipt of the Contractor’s list of Subcontractors
and suppliers. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract
Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an
appropriate Change Order shall be issued before commencement of the substitute Subcontractor’s Work. The Contractor
shall not be required to contract with anyone to whom the Contractor has made reasonable objection.
§ 11.3 Contracts between the Contractor and Subcontractors shall (1) require each Subcontractor, to the extent of the
Work to be performed by the Subcontractor, to be bound to the Contractor by the 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, which the Contractor, by the Contract Documents, assumes toward the Owner and Architect, and
(2) allow the Subcontractor the benefit of all rights, remedies and redress against the Contractor that the Contractor, by
these Contract Documents, has against the Owner.
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
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ARTICLE 12 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
§ 12.1 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.
§ 12.2 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 activities with theirs as required by the Contract Documents.
§ 12.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a
Separate Contractor because of delays, improperly timed activities, or defective construction of the Contractor. The
Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed
activities, damage to the Work, or defective construction of a Separate Contractor.
ARTICLE 13 CHANGES IN THE WORK
§ 13.1 By appropriate Modification, changes in the Work may be accomplished after execution of the Contract. The
Owner, without invalidating the Contract, may order changes in the Work within the general scope of the Contract
consisting of additions, deletions, or other revisions, with the Contract Sum and Contract Time being adjusted
accordingly. Such changes in the Work shall be authorized by written Change Order signed by the Owner, Contractor,
and Architect, or by written Construction Change Directive signed by the Owner and Architect. Upon issuance of the
Change Order or Construction Change Directive, the Contractor shall proceed promptly with such changes in the Work,
unless otherwise provided in the Change Order or Construction Change Directive.
§ 13.2 Adjustments in the Contract Sum and Contract Time resulting from a change in the Work shall be determined by
mutual agreement of the parties or, in the case of a Construction Change Directive signed only by the Owner and
Architect, by the Contractor’s cost of labor, material, equipment, and reasonable overhead and profit, unless the parties
agree on another method for determining the cost or credit. Pending final determination of the total cost of a
Construction Change Directive, the Contractor may request payment for Work completed pursuant to the Construction
Change Directive. The Architect will make an interim determination of the amount of payment due for purposes of
certifying the Contractor’s monthly Application for Payment. When the Owner and Contractor agree on adjustments to
the Contract Sum and Contract Time arising from a Construction Change Directive, the Architect will prepare a Change
Order.
§ 13.3 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract
Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes
shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such
written orders promptly. If the Contractor believes that the proposed minor change in the Work will affect the Contract
Sum or Contract Time, the Contractor shall notify the Architect and shall not proceed to implement the change in the
Work.
§ 13.4 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated
in the Contract Documents or from those conditions ordinarily found to exist, the Contract Sum and Contract Time shall
be equitably adjusted as mutually agreed between the Owner and Contractor; provided that the Contractor provides
notice to the Owner and Architect promptly and before conditions are disturbed.
ARTICLE 14 TIME
§ 14.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing this Agreement the
Contractor confirms that the Contract Time is a reasonable period for performing the Work.
§ 14.2 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the
Contract Documents for Substantial Completion of the Work.
§ 14.3 The term “day” as used in the Contract Documents shall mean calendar day unless otherwise specifically defined.
§ 14.4 The date of Substantial Completion is the date certified by the Architect in accordance with Section 15.6.3.
§ 14.5 If the Contractor is delayed at any time in the commencement or progress of the Work by (1) changes ordered in
the Work; (2) by labor disputes, fire, unusual delay in deliveries, abnormal adverse weather conditions not reasonably
Init.
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
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anticipatable, unavoidable casualties, or any causes beyond the Contractor’s control; or (3) 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 may determine, subject to the provisions of Article 21.
ARTICLE 15 PAYMENTS AND COMPLETION
§ 15.1 Schedule of Values
§ 15.1.1 Where the Contract is based on a Stipulated Sum or the Cost of the Work with a Guaranteed Maximum Price
pursuant to Section 3.2 or 3.4, the Contractor shall submit a schedule of values to the Architect before the first
Application for Payment, allocating the entire Stipulated Sum or Guaranteed Maximum Price 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. This schedule of values shall be used as a basis for reviewing the Contractor’s Applications
for Payment.
§ 15.1.2 The allocation of the Stipulated Sum or Guaranteed Maximum Price under this Section 15.1 shall not constitute
a separate stipulated sum or guaranteed maximum price for each individual line item in the schedule of values.
§ 15.2 Control Estimate
§ 15.2.1 Where the Contract Sum is the Cost of the Work, plus the Contractor’s Fee without a Guaranteed Maximum
Price pursuant to Section 3.3, the Contractor shall prepare and submit to the Owner a Control Estimate within 14 days
of executing this Agreement. The Control Estimate shall include the estimated Cost of the Work plus the Contractor's
Fee.
§ 15.2.2 The Control Estimate shall include:
.1
the documents enumerated in Article 6, including all Modifications thereto;
.2
a list of the assumptions made by the Contractor in the preparation of the Control Estimate to supplement
the information provided by the Owner and contained in the Contract Documents;
.3
a statement of the estimated Cost of the Work organized by trade categories or systems and the
Contractor's Fee;
.4
a project schedule upon which the Control Estimate is based, indicating proposed Subcontractors, activity
sequences and durations, milestone dates for receipt and approval of pertinent information, schedule of
shop drawings and samples, procurement and delivery of materials or equipment the Owner's occupancy
requirements, and the date of Substantial Completion; and
.5
a list of any contingency amounts included in the Control Estimate for further development of design and
construction.
§ 15.2.3 When the Control Estimate is acceptable to the Owner and Architect, the Owner shall acknowledge it in writing.
The Owner's acceptance of the Control Estimate does not imply that the Control Estimate constitutes a Guaranteed
Maximum Price.
§ 15.2.4 The Contractor shall develop and implement a detailed system of cost control that will provide the Owner and
Architect with timely information as to the anticipated total Cost of the Work. The cost control system shall compare
the Control Estimate with the actual cost for activities in progress and estimates for uncompleted tasks and proposed
changes. This information shall be reported to the Owner, in writing, no later than the Contractor's first Application for
Payment and shall be revised and submitted with each Application for Payment.
§ 15.2.5 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon
assumptions contained in the Control Estimate. The Owner shall promptly furnish such revised Contract Documents to
the Contractor. The Contractor shall notify the Owner and Architect of any inconsistencies between the Control
Estimate and the revised Contract Documents.
§ 15.3 Applications for Payment
§ 15.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the
Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under
Section 15.1, for completed portions of the Work. The application shall be notarized, if required; be supported by all
data substantiating the Contractor’s right to payment that the Owner or Architect require; shall reflect retainage if
provided for in the Contract Documents; and include any revised cost control information required by Section 15.2.4.
Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does
not intend to pay a Subcontractor or supplier, unless such Work has been performed by others whom the Contractor
intends to pay.
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
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§ 15.3.2 With each Application for Payment where the Contract Sum is based upon the Cost of the Work, or the Cost of the
Work with a Guaranteed Maximum Price, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or
invoices with check vouchers attached, and any other evidence required by the Owner to demonstrate that cash
disbursements already made by the Contractor on account of the Cost of the Work equal or exceed progress payments
already received by the Contractor plus payrolls for the period covered by the present Application for Payment, less that
portion of the progress payments attributable to the Contractor’s Fee.
§ 15.3.3 Payments shall be made on account of materials and equipment delivered and suitably stored at the site for
subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for
materials and equipment stored, and protected from damage, off the site at a location agreed upon in writing.
§ 15.3.4 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no
later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all
Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to
the best of the Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or
other encumbrances adverse to the Owner’s interests.
§ 15.4 Certificates for Payment
§ 15.4.1 The Architect will, within seven days after receipt of the Contractor’s Application for Payment, either issue to
the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is
properly due, or notify the Contractor and Owner of the Architect’s reasons for withholding certification in whole or in
part as provided in Section 15.4.3.
§ 15.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based
on the Architect’s evaluations of the Work and the data in the Application for Payment, that, to the best of the
Architect’s knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work
is in accordance with the Contract Documents, and 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.
§ 15.4.3 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 15.4.2 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 15.4.1. If the Contractor and the 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 9.2.2, because of
.1
defective Work not remedied;
.2
third-party claims filed or reasonable evidence indicating probable filing of such claims unless security
acceptable to the Owner is provided by the Contractor;
.3
failure of the Contractor to make payments properly to Subcontractors or suppliers for labor, materials or
equipment;
.4
reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;
.5
damage to the Owner or a Separate Contractor;
.6
reasonable evidence that the Work will not be completed within the Contract Time and that the unpaid
balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or
.7
repeated failure to carry out the Work in accordance with the Contract Documents.
§ 15.4.4 When either party disputes the Architect’s decision regarding a Certificate for Payment under Section 15.4.3, in
whole or in part, that party may submit a Claim in accordance with Article 21.
Init.
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
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§ 15.5 Progress Payments
§ 15.5.1 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.
§ 15.5.2 Neither the Owner nor Architect shall have an obligation to pay or see to the payment of money to a
Subcontractor or supplier except as may otherwise be required by law.
§ 15.5.3 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.
§ 15.5.4 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.
§ 15.6 Substantial Completion
§ 15.6.1 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.
§ 15.6.2 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.
§ 15.6.3 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. When the Architect determines that the Work or designated portion
thereof is substantially complete, the Architect will issue a Certificate of Substantial Completion which 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 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.
§ 15.6.4 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.
§ 15.7 Final Completion and Final Payment
§ 15.7.1 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 will promptly make such inspection and, when the Architect
finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly
issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on
the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with 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 stated in
Section 15.7.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled.
§ 15.7.2 Final payment shall not become due until the Contractor has delivered to the Owner a complete release of all
liens arising out of this Contract or receipts in full covering all labor, materials and equipment for which a lien could be
filed, or a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied
after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay
in discharging such lien, including costs and reasonable attorneys’ fees.
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
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§ 15.7.3 The making of final payment shall constitute a waiver of claims by the Owner except those arising from
.1
liens, claims, security interests or encumbrances arising out of the Contract and unsettled;
.2
failure of the Work to comply with the requirements of the Contract Documents;
.3
terms of special warranties required by the Contract Documents; or
.4
audits performed by the Owner, if permitted by the Contract Documents, after final payment.
§ 15.7.4 Acceptance of final payment by the Contractor, a Subcontractor or supplier shall constitute a waiver of claims
by that payee except those previously made in writing and identified by that payee as unsettled at the time of the final
Application for Payment.
ARTICLE 16 PROTECTION OF PERSONS AND PROPERTY
§ 16.1 Safety Precautions and Programs
The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in
connection with the performance of the Contract. The Contractor shall take reasonable precautions for safety of, and
shall provide reasonable protection to prevent damage, injury, or loss to
.1
employees on the Work and other persons who may be affected thereby;
.2
the Work and materials and equipment to be incorporated therein, whether in storage on or off the site,
under care, custody, or control of the Contractor, a Subcontractor, or a Sub-subcontractor; and
.3
other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways,
structures and utilities not designated for removal, relocation, or replacement in the course of
construction.
The Contractor shall comply with, and give notices required by, applicable laws, statutes, ordinances, codes, rules and
regulations, and lawful orders of public authorities bearing on safety of persons and property and their protection from
damage, injury, or loss. The Contractor shall promptly remedy damage and loss to property caused in whole or in part
by the Contractor, a Subcontractor, a sub-subcontractor, or anyone directly or indirectly employed by any of them, or by
anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 16.1.2 and 16.1.3.
The Contractor may make a claim for the cost to remedy the damage or loss to the extent such damage or loss is
attributable to acts or omissions of the Owner or Architect or by anyone for whose acts either of them may be liable, and
not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition
to the Contractor’s obligations under Section 9.15.
§ 16.2 Hazardous Materials and Substances
§ 16.2.1 The Contractor is responsible for compliance with the requirements of the Contract Documents regarding
hazardous materials or substances. If the Contractor encounters a hazardous material or substance not addressed in the
Contract Documents, and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to
persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB),
encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work
in the affected area and notify the Owner and Architect of the condition. When the material or substance has been
rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By
Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount
of the Contractor’s reasonable additional costs of shutdown, delay, and start-up.
§ 16.2.2 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor,
Subcontractors, Architect, Architect’s consultants, and agents and employees of any of them from and against claims,
damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance
of the Work in the affected area, if in fact, the material or substance presents the risk of bodily injury or death as
described in Section 16.2.1 and has not been rendered harmless, provided that such claim, damage, loss, or expense is
attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the
Work itself), except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking
indemnity.
§ 16.2.3 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the
cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the
Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred.
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
19
ARTICLE 17 INSURANCE AND BONDS
§ 17.1 Contractor’s Insurance
§ 17.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability, containing the
endorsements, and subject to the terms and conditions, as described in this Section 17.1 or elsewhere in the Contract
Documents. The Contractor shall purchase and maintain the insurance required by this Agreement from an insurance
company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located.
The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set
forth in Section 18.4, unless a different duration is stated below:
§ 17.1.2 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less
than
($ ) each occurrence,
($ ) general aggregate, and
($ ) aggregate for
products-completed operations hazard, providing coverage for claims including
.1
damages because of bodily injury, sickness or disease, including occupational sickness or disease, and
death of any person;
.2
personal and advertising injury;
.3
damages because of physical damage to or destruction of tangible property, including the loss of use of
such property;
.4
bodily injury or property damage arising out of completed operations; and
.5
the Contractor’s indemnity obligations under Section 9.15.
§ 17.1.3 Automobile Liability covering vehicles owned by the Contractor and non-owned vehicles used by the
Contractor, with policy limits of not less than
($
) per accident, for bodily injury, death of any person, and
property damage arising out of the ownership, maintenance, and use of those motor vehicles along with any other
statutorily required automobile coverage.
§ 17.1.4 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile
Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess
or umbrella insurance policies result in the same or greater coverage as those required under Section 17.1.2 and 17.1.3,
and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The
excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the
underlying insurers.
§ 17.1.5 Workers’ Compensation at statutory limits.
§ 17.1.6 Employers’ Liability with policy limits not less than
employee, and
($ ) policy limit.
($
) each accident
($
) each
§ 17.1.7 If the Contractor is required to furnish professional services as part of the Work, the Contractor shall procure
Professional Liability insurance covering performance of the professional services, with policy limits of not less than
($
) per claim and
($
) in the aggregate.
§ 17.1.8 If the Work involves the transport, dissemination, use, or release of pollutants, the Contractor shall procure
Pollution Liability insurance, with policy limits of not less than
($ ) per claim and
($ ) in the
aggregate.
§ 17.1.9 Coverage under Sections 17.1.7 and 17.1.8 may be procured through a Combined Professional Liability and
Pollution Liability insurance policy, with combined policy limits of not less than
($
) per claim and
($ ) in the aggregate.
§ 17.1.10 The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the
requirements in this Section 17.1 at the following times: (1) prior to commencement of the Work; (2) upon renewal or
replacement of each required policy of insurance; and (3) upon the Owner’s written request. An additional certificate
evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the
final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the
period required by Section 17.1.1. The certificates will show the Owner as an additional insured on the Contractor’s
Commercial General Liability and excess or umbrella liability policy.
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
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20
§ 17.1.11 The Contractor shall disclose to the Owner any deductible or self- insured retentions applicable to any
insurance required to be provided by the Contractor.
§ 17.1.12 To the fullest extent permitted by law, the Contractor shall cause the commercial liability coverage required by
this Section 17.1 to include (1) the Owner, the Architect, and the Architect’s Consultants as additional insureds for
claims caused in whole or in part by the Contractor’s negligent acts or omissions during the Contractor’s operations;
and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor’s negligent acts or
omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and
non-contributory to any of the Owner’s general liability insurance policies and shall apply to both ongoing and
completed operations. To the extent commercially available, the additional insured coverage shall be no less than that
provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04, and, with respect to the
Architect and the Architect’s Consultants, CG 20 32 07 04.
§ 17.1.13 Within three (3) business days of the date the Contractor becomes aware of an impending or actual
cancellation or expiration of any insurance required by this Section 17.1, the Contractor shall provide notice to the
Owner of such impending or actual cancellation or expiration. Upon receipt of notice from the Contractor, the Owner
shall, unless the lapse in coverage arises from an act or omission of the Owner, have the right to stop the Work until the
lapse in coverage has been cured by the procurement of replacement coverage by the Contractor. The furnishing of
notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage.
§ 17.1.14 Other Insurance Provided by the Contractor
(List below any other insurance coverage to be provided by the Contractor and any applicable limits.)
Coverage
Limits
§ 17.2 Owner’s Insurance
§ 17.2.1 Owner’s Liability Insurance
The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance.
§ 17.2.2 Property Insurance
§ 17.2.2.1 The Owner shall purchase and maintain, from an insurance company or insurance companies lawfully
authorized to issue insurance in the jurisdiction where the Project is located, property insurance written on a builder's
risk “all-risks” completed value or equivalent policy form and sufficient to cover the total value of the entire Project on
a replacement cost basis. The Owner’s property insurance coverage shall be no less than the amount of the initial
Contract Sum, plus the value of subsequent Modifications and labor performed or materials or equipment supplied by
others. The property insurance shall be maintained until Substantial Completion and thereafter as provided in Section
17.2.2.2, unless otherwise provided in the Contract Documents or otherwise agreed in writing by the parties to this
Agreement. This insurance shall include the interests of the Owner, Contractor, Subcontractors, and Sub-subcontractors
in the Project as insureds. This insurance shall include the interests of mortgagees as loss payees.
§ 17.2.2.2 Unless the parties agree otherwise, upon Substantial Completion, the Owner shall continue the insurance
required by Section 17.2.2.1 or, if necessary, replace the insurance policy required under Section 17.2.2.1 with property
insurance written for the total value of the Project that shall remain in effect until expiration of the period for correction
of the Work set forth in Section 18.4.
§ 17.2.2.3 If the insurance required by this Section 17.2.2 is subject to deductibles or self-insured retentions, the Owner
shall be responsible for all loss not covered because of such deductibles or retentions.
§ 17.2.2.4 If the Work involves remodeling an existing structure or constructing an addition to an existing structure, the
Owner shall purchase and maintain, until the expiration of the period for correction of Work as set forth in Section 18.4,
“all-risks” property insurance, on a replacement cost basis, protecting the existing structure against direct physical loss
or damage, notwithstanding the undertaking of the Work. The Owner shall be responsible for all co-insurance penalties.
Init.
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
21
§ 17.2.2.5 Prior to commencement of the Work, the Owner shall secure the insurance, and provide evidence of the
coverage, required under this Section 17.2.2 and, upon the Contractor’s request, provide a copy of the property
insurance policy or policies required by this Section 17.2.2. The copy of the policy or policies provided shall contain all
applicable conditions, definitions, exclusions, and endorsements.
§ 17.2.2.6 Within three (3) business days of the date the Owner becomes aware of an impending or actual cancellation or
expiration of any insurance required by this Section 17.2.2, the Owner shall provide notice to the Contractor of such
impending or actual cancellation or expiration. Unless the lapse in coverage arises from an act or omission of the
Contractor: (1) the Contractor, upon receipt of notice from the Owner, shall have the right to stop the Work until the
lapse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contractor; (2)
the Contract Time and Contract Sum shall be equitably adjusted; and (3) the Owner waives all rights against the
Contractor, Subcontractors, and Sub-subcontractors to the extent any loss to the Owner would have been covered by the
insurance had it not expired or been cancelled. If the Contractor purchases replacement coverage, the cost of the
insurance shall be charged to the Owner by an appropriate Change Order. The furnishing of notice by the Owner shall
not relieve the Owner of any contractual obligation to provide required insurance.
§ 17.2.2.7 Waiver of Subrogation
§ 17.2.2.7.1 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, subsubcontractors, agents, and employees, each of the other; (2) the Architect and Architect’s consultants; and (3) Separate
Contractors, if any, and any of their subcontractors, sub-subcontractors, agents, and employees, for damages caused by
fire, or other causes of loss, to the extent those losses are covered by property insurance required by this Agreement or
other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The
Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities
identified above from the Architect, Architect’s consultants, Separate Contractors, subcontractors, and subsubcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims
pursuant to this Section 17.2.2.7 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be
effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification,
contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly,
or (3) whether or not the person or entity had an insurable interest in the damaged property.
§ 17.2.2.7.2 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent
to the site by property insurance under policies separate from those insuring the Project, or if after final payment
property insurance is to be provided on the completed Project through a policy or policies other than those insuring the
Project during the construction period, to the extent permissible by such policies, the Owner waives all rights in
accordance with the terms of Section 17.2.2.7.1 for damages caused by fire or other causes of loss covered by this
separate property insurance.
§ 17.2.2.8 A loss insured under the Owner’s property insurance shall be adjusted by the Owner as fiduciary and made
payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any
applicable mortgagee clause. The Owner shall pay the Architect and Contractor their just shares of insurance proceeds
received by the Owner, and by appropriate agreements, written where legally required for validity, the Architect and
Contractor shall make payments to their consultants and Subcontractors in similar manner.
§ 17.2.3 Other Insurance Provided by the Owner
(List below any other insurance coverage to be provided by the Owner and any applicable limits.)
Coverage
Limits
§ 17.3 Performance Bond and Payment Bond
§ 17.3.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the
Contract and payment of obligations arising thereunder as stipulated in the Contract Documents on the date of execution
of the Contract.
Init.
/
AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
22
§ 17.3.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of
obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a
copy to be furnished.
ARTICLE 18 CORRECTION OF WORK
§ 18.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the
Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed, or
completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and
replacement, and compensation for the Architect’s services and expenses made necessary thereby, shall be at the Contractor’s
expense, unless compensable under Section A.1.7.3 in Exhibit A, Determination of the Cost of the Work.
§ 18.2 In addition to the Contractor’s obligations under Section 9.4, if, within one year after the date of Substantial
Completion of the Work or designated portion thereof or after the date for commencement of warranties established
under Section 15.6.3, or by terms of an applicable special warranty required by the Contract Documents, any of the
Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it
promptly after receipt of notice from the Owner to do so unless the Owner has previously given the Contractor a written
acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the
one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an
opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a
claim for breach of warranty.
§ 18.3 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in
accordance with Section 8.3.
§ 18.4 The one-year period for correction of Work shall be extended with respect to portions of Work first performed
after Substantial Completion by the period of time between Substantial Completion and the actual completion of that
portion of the Work.
§ 18.5 The one-year period for correction of Work shall not be extended by corrective Work performed by the
Contractor pursuant to this Article 18.
ARTICLE 19 MISCELLANEOUS PROVISIONS
§ 19.1 Assignment of Contract
Neither party to the Contract shall assign the Contract without written consent of the other, except that the Owner may,
without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project if the
lender assumes the Owner’s rights and obligations under the Contract Documents. The Contractor shall execute all
consents reasonably required to facilitate such assignment.
§ 19.2 Governing Law
The Contract shall be governed by the law of the place where the Project is located, excluding that jurisdiction’s choice
of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration
Act shall govern Section 21.6.
§ 19.3 Tests and Inspections
Tests, inspections, and approvals of portions of the Work required by the Contract Documents or by applicable laws,
statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities shall be made at an appropriate
time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, and approvals with
an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall
bear all related costs of tests, inspections, and approvals. The Contractor shall give the Architect timely notice of when
and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner
shall bear costs of tests, inspections, or approvals that do not become requirements until after bids are received or
negotiations concluded. The Owner shall directly arrange and pay for tests, inspections, or approvals where building
codes or applicable laws or regulations so require.
§ 19.4 The Owner’s representative:
(Name, address, email address and other information)
Init.
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AIA Document A104™ – 2017 (formerly A107™ - 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017
by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,
and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American
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23
§ 19.5 The Contractor’s representative:
(Name, address, email address and other information)
§ 19.6 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ prior notice to the
other party.
ARTICLE 20 TERMINATION OF THE CONTRACT
§ 20.1 Termination by the Contractor
If the Architect fails to certify payment as provided in Section 15.4.1 for a period of 30 days through no fault of the
Contractor, or if the Owner fails to make payment as provided in Section 4.1.3 for a period of 30 days, the Contractor
may, upon seven additional days’ notice to the Owner and the Architect, terminate the Contract and recover from the
Owner payment for Work executed, including reasonable overhead and profit, costs incurred by reason of such
termination, and damages.
§ 20.2 Termination by the Owner for Cause
§ 20.2.1 The Owner may terminate the Contract if the Contractor
.1
repeatedly refuses or fails to supply enough properly skilled workers or proper materials;
.2
fails to make payment to Subcontractors for materials or labor in accordance with the respective
agreements between the Contractor and the Subcontractors;
.3
repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders
of a public authority; or
.4
otherwise is guilty of substantial breach of a provision of the Contract Documents.
§ 20.2.2 When any of the reasons described in Section 20.2.1 exists, the Owner, upon certification by the Architect that
sufficient cause exists to jus...
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