NaviSite Zanker Road Data Center Contract For Construction - NaviSite Inc. and XL Construction
GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION
AIA Document A201-1997
1997 Edition - Electronic Format
This document has important legal consequences. Consultation with an attorney
is encouraged with respect to its completion or modification. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.
This document has been approved and endorsed by The Associated General
Contractors of America.
Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth
Edition. Reproduction of the material herein or substantial quotation of its
provisions without written permission of the AIA violates the copyright laws of
the United States and will subject the violator to legal prosecution.
TABLE OF ARTICLES
1. GENERAL PROVISIONS
2. OWNER
3. CONTRACTOR
4. ADMINISTRATION OF THE CONTRACT
5. SUBCONTRACTORS
6. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
7. CHANGES IN THE WORK
8. TIME
9. PAYMENTS AND COMPLETION
AIA DOCUMENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997
EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW
YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicenced photocopying
violates U.S. copyright laws and will subject the violator to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
Electronic Format A201-1997
User Document: 2031A201.DOC -- 6/6/1999.
AIA License Number 109286, which expires
on 6/30/1999
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10. PROTECTION OF PERSONS AND PROPERTY
11. INSURANCE AND BONDS
12. UNCOVERING AND CORRECTION OF WORK
13. MISCELLANEOUS PROVISIONS
14. TERMINATION OR SUSPENSION OF THE CONTRACT
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INDEX
Acceptance of Nonconforming Work
9.6.6, 9.9.3, 12.3
Acceptance of Work
9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3
Access to Work
3.16, 6.2.1, 12.1
Accident Prevention
4.2.3, 10
Acts and Omissions
3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1, 9.5.1, 10.2.5,
13.4.2, 13.7, 14.1
Addenda
1.1.1, 3.11
Additional Cost, Claims for
4.3.4, 4.3.5, 4.3.6, 6.1.1, 10.3
Additional Inspections and Testing
9.8.3, 12.2.1, 13.5
Additional time, Claims for
4.3.4, 4.3.7, 8.3.2
ADMINISTRATION OF THE CONTRACT
3.1.3, 4, 9.4, 9.5
Advertisement or Invitation to Bid
1.1.1
Aesthetic Effect
4.2.13, 4.5.1
Allowances
3.8
All-risk Insurance
11.4.1.1
Applications for Payment
4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10, 11.3,
14.2.4, 14.4.3
Approvals
2.4, 3.1.3, 3.5, 3.10.2, 3.12, 4.2.7, 9.3.2, 13.4.2, 13.5
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Arbitration
4.3.3, 4.4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11.4.9, 11.4.10
Architect
4.1
Architect, Definition of
4.1.1
Architect, Extent of Authority
2.4, 3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6, 7.4, 9.2, 9.3.1, 9.4,
9.5, 9.8.3, 9.10.12, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4
Architect, Limitations of Authority and Responsibility
2.1.1, 3.3.3, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6,
4.2.7, 4.2.10, 4.2.12, 4.2.13, 4.4, 5.2.1, 7.4, 9.4.2, 9.6.4, 9.6.6
Architect's Additional Services and Expenses
2.4, 11.4.101, 12.2.1, 13.5.2, 13.5.3, 14.2.4
Architect's Administration of the Contract
3.1.3, 4.2, 4.3.4, 4.4, 9.4, 9.5
Architect's Approvals
2.4, 3.1.3, 3.5.1, 3.10.2, 4.2.7
Architect's Authority to Reject Work
3.5.1, 4.2.6, 12.1.2, 12.2.1
Architect's Copyright
1.6
Architect's Decisions
4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3,
7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2,
14.2.4
Architect's Inspections
4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5
Architect's Instructions
3.2.3, 3.3.1, 4.2.6, 4.2.7, 4.2.8, 7.4.1, 12.1, 13.5.2
Architect's Interpretations
4.2.11, 4.2.12, 4.3.6
Architect's Project Representative
4.2.10
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Architect's Relationship with Contractor
1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10,
3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2,
7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7,
12, 13.4.2, 13.5
Architect's Relationship with Subcontractors
1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.4.7
Architect's Representations
9.4.2, 9.5.1, 9.10.1
Architect's Site Visits
4.2.2, 4.2.5, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5
Asbestos
10.3.1
Attorneys' Fees
3.18.1, 9.10.2, 10.3.3
Award of Separate Contracts
6.1.1, 6.1.2
Award of Subcontracts and Other Contracts for Portions of the Work
5.2
Basic Definitions
1.1
Bidding Requirements
1.1.1, 1.1.7, 5.2.1, 11.5.1
Boiler and Machinery Insurance
11.4.2
Bonds, Liens
9.10.2
Bonds, Performance, and Payment
7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
Building Permit
3.7.1
Capitalization
1.3
Certificate of Substantial Completion
9.8.3, 9.8.4, 9.8.5
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Certificates for Payment
4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1, 9.10.3, 13.7,
14.1.1.3, 14.2.4
Certificates of Inspection, Testing or Approval
13.5.4
Certificates of Insurance
9.10.2, 11.1.3
Change Orders
1.1.1, 2.4.1, 3.4.2, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8, 4.3.4, 4.3.9, 5.2.3,
7.1, 7.2, 7.3, 8.3.1, 9.3.1.1, 9.10.3, 11.4.1.2, 11.4.4, 11.4.9, 12.1.2
Change Orders, Definition of
7.2.1
CHANGES IN THE WORK
3.11, 4.2.8, 7, 8.3.1, 9.3.1.1, 11.4.9
Claim, Definition of
4.3.1
Claims and Disputes
3.2.3, 4.3, 4.4, 4.5, 4.6, 6.1.1, 6.3, 7.3.8, 9.3.3, 9.10.4, 10.3.3
Claims and Timely Assertion of Claims
4.6.5
Claims for Additional Cost
3.2.3, 4.3.4, 4.3.5, 4.3.6, 6.1.1, 7.3.8, 10.3.2
Claims for Additional Time
3.2.3, 4.3.4, 4.3.7, 6.1.1, 7.3.8, 10.3.2
Claims for Concealed or Unknown Conditions
4.3.4
Claims for Damages
3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.4.5,
11.4.7, 14.1.3, 14.2.4
Claims Subject to Arbitration
4.4.1, 4.5.1, 4.6.1
Cleaning Up
3.15, 6.3
Commencement of Statutory Limitation Period
13.7
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Commencement of the Work, Conditions Relating to
2.2.1, 3.2.1, 3.4.1, 3.7.1, 3.12.6, 4.3.5, 5.2.1, 5.2.3, 6.2.2, 8.1.2,
8.2.2, 8.3.1, 11.1, 11.41, or 11.46, 11.5.1
Commencement of the Work definition of
8.1.2
Communications of the Facilitating Contract Administration
3.9, 4.2.4
Completion, Conditions Relating to
1.6.1, 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 9.10, 12.2,
13.7, 14.12
COMPLETION, PAYMENTS AND
9
Completion, Substantial
4.2.9, 8.1.1, 813., 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2, 12.2, 13.7
Compliance With Laws
1.6.1, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6.4, 4.6.6, 9.6.4,
10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3
Concealed or Unknown Conditions
4.3.4, 8.3.1, 10.3
Conditions of the Contract
1.1.1, 1.1.7, 6.1.1, 6.1.4
Consent, Written
1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, 9.9.1,
9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2
CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
1.1.4, 6
Construction change Directive, Definition of
7.3.1
Construction change Directives
1.1.1, 3.12.8, 4.2.8, 4.3.9, 7.1, 7.3, 9.3.1.1
Construction Schedules, Contractor's
1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Contingent Assignment of Subcontracts
5.4, 14.2.2.2
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Continuing Contract Performance
4.3.3
Contract, Definition of
1.1.2
CONTRACT, TERMINATION OR SUSPENSION OF THE
5.4.1.1, 11.4.9, 14
Contract Administration
3.1.3, 4, 9.4, 9.5
Contract Award and Execution, Conditions Relating to
3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.4.6, 11.5.1
Contract Documents, The
1.1, 1.2
Contract Documents, Copies Furnished and Use of
1.6, 2.2.5, 5.3
Contract Documents, Definition of
1.1.1
Contract Sum
3.8, 4.3.4, 4.3.5, 4.4.5, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4, 9.6.7,
9.7, 10.3.2, 11.4.1, 14.2.4, 14.3.2
Contract Sum, Definition of
9.1
Contract Time
4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1.3, 7.3, 7.4, 8.1.1, 8.2, 8.3.1, 9.5.1,
9.7, 10.3.2, 12.1.1, 14.3.2
Contract Time, Definition of
8.1.1
CONTRACTOR
3
Contractor, Definition of
3.1., 6.1.2
Contractor's Construction Schedules
1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Contractor's Employees
3.2.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.4.7,
14.1, 14.2.1.1,
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Contractor's Liability Insurance
11.1
Contractor's Relationship with Separate Contractors and Owners
Forces
3.12.5, 3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4
Contractor's Relationship with Subcontractors
1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2, 11.4.1.2, 11.4.7,
11.4.8
Contractor's Relationship with the Architect
1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10,
3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2,
7, 8.3.1, 9.2, 9.3, 9.4, 5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12,
13.4.2, 13.5
Contractor's Representations
1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2
Contractor's Responsibility for Those Performing the Work
3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10
Contractor's Review of Contract Documents
1.5.2, 3.2, 3.7.3
Contractor's Right to Stop the Work
9.7
Contractor's Right to Terminate the Contract
4.3.10, 14.1
Contractor's Submittals
3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8.2, 9.8.3,
9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.5.2
Contractor's Superintendent
3.9, 10.2.6
Contractor's Supervision and Construction Procedures
1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.3.4,
7.3.6, 8.2, 10, 12, 14
Contractual Liability Insurance
11.1.1.8, 11.2, 11.3
Coordination and Correlation
1.2, 1.5.2, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1
Copies Furnished of Drawings and Specifications
1.6, 2.2.5, 3.11
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Copyrights
1.6, 3.17
Correction of Work
2.3, 2.4, 3.7.4, 4.2.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2, 13.7.1.3
Correlation and Intent of the Contract Documents
1.2
Cost, Definition of
7.3.6
Costs
2.4, 3.2.3, 3.7.4, 3.8.2, 3.15.2, 4.3, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.6,
7.3.7, 7.3.8, 9.10.2, 10.3.2, 10.5, 11.3, 11.4, 12.1, 12.2.1, 12.2.4, 13.5,
14
Cutting and Patching
[Numbers are cut off]
Damage to Construction of Owner or Separate Contractors
3.14.2, 6.2.4, 9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1, 11.4, 12.2.4
Damage to the Work
3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4
Damages, Claims for
3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.4.5,
11.4.7, 14.1.3, 14.2.4
Damages for Delay
6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2
Date of Commencement of the Work, Definition of
8.1.2
Date of Substantial Completion, Definition of
8.1.3
Day, Definition of
3.1.4
Decisions of the Architect
4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3,
7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2,
14.2.4
Decisions to Withhold Certification
9.4.1, 9.5, 9.7, 14.1.1.3
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Defective or Nonconforming Work, Acceptance, Rejection and Correction of
2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3, 9.10.4,
12.2.1, 13.7.1.3
Defective Work, Definition of
3.5.1
Definitions
1.1, 2.1.1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 4.3.1, 5.1, 6.1.2,
7.2.1, 7.3.1, 7.3.6, 8.1, 9.1, 9.81
Delays and Extensions of Time
3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 7.5.1, 8.3,
9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2
Disputes
4.1.4, 4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8
Documents and Samples at the Site
3.11
Drawings, Definition of
1.1.5
Drawings and Specifications, Use and Ownership of
1.1.1, 1.3, 2.2.5, 3.11, 5.3
Effective Date of Insurance
8.2.2, 11.1.2
Emergencies
4.3.5, 10.6, 14.1.1.2
Employees, Contractor's
3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.4.7,
14.1, 14.2.1.1
Equipment, Labor, Materials and
1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7,
5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4,
14.2.1.2
Execution and Progress of the Work
1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3, 3.4, 3.5, 3.7, 3.10, 3.12,
3.14, 4.2.2, 4.2.3, 4.3.3, 6.2.2, 7.1.3, 7.3.4, 8.2, 9.5, 9.9.1, 10.2,
10.3, 12.2, 14.2, 14.3
Extensions of Time
3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3, 7.4.1, 9.5.1, 9.7.1,
10.3.2, 10.6.1, 14.3.2
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Failure of Payment
4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6
Faulty Work
(See Defective or Nonconforming Work)
Final Completion and final Payment
4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.13, 11.4.1, 11.4.5, 12.3.1,
13.7, 14.2.4, 14.4.3
Financial Arrangements, Owner's
2.2.1, 13.2.2, 14.1.1.5
Fire and Extended coverage Insurance
11.4
GENERAL PROVISIONS
1
Governing Law
13.1
Guarantees (See Warranty)
Hazardous Materials
10.2.4, 10.3, 10.5
Identification of Contract Documents
1.5.1
Identification of Subcontractors and Suppliers
5.2.1
Indemnification
3.17, 3.18, 9.10.2, 10.3.3, 10.5, 11.4.1.2, 11.4.7
Information and Services Required of the Owner
2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 6.2.5,
9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2,
14.1.1.4, 14.1.4
Injury or Damage to Person or Property
4.3.8, 10.2, 10.6
Inspections
3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.2, 9.8.3, 9.9.2,
9.10.1, 12.2.1, 13.5
Instructions to bidders
1.1.1
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Instructions to the Contractor
3.2.3, 3.3.1, 3.8.1, 4.2.8, 5.2.1, 7, 12, 8.2.2, 13.5.2
Insurance
3.18.1, 6.1.1, 7.3.6, 8.2.1, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 9.10.5, 11
Insurance, Boiler and Machinery
11.4.2
Insurance, Contractor's Liability
11.1
Insurance, Effective Date of
8.2.2, 11.1.2
Insurance, Loss of Use
11.4.3
Insurance, Owner's Liability
11.2
Insurance, Project Management Protective Liability
11.3
Insurance, Property
10.2.5., 11.4
Insurance, Store Materials
9.3.2, 11.4.1.4
INSURANCE AND BONDS
11
Insurance Companies, Consent to Partial Occupancy
9.9.1, 11.4.1.5
Insurance Companies, Settlement with
11.4.10
Intent of the Contract documents
1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4
Interest
13.6
Interpretation
1.2.3, 1.4, 4.1.1, 4.3.1, 5.1, 6.1.2, 8.1.4
Interpretations, Written
4.2.11, 4.2.12, 4.3.6
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Joinder and Consolidation of Claims Required
4.6.4
Judgment on Final Award
4.6.6
Labor and Materials, Equipment
1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 42.6, 4.2.7,
5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4,
14.2.1.2
Labor Disputes
8.3.1
Laws and Regulations
1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4, 9.9.1,
10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14
Liens
2.1.2, 4.4.8, 8.2.2, 9.3.3, 9.10
Limitation on consolidation or Joinder
4.6.4
Limitations, Statutes of
4.6.3., 12.2.6, 13.7
Limitations of Liability
2.3, 3.2.1, 3.5.1, 3.7.3, 3.12.8, 3.12.10, 3.17, 3.18, 4.2.6, 4.2.7,
4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.10.4, 10.3.3, 10.2.5, 11.1.2, 11.2.1,
11.4.7, 12.2.5, 13.4.2
Limitations of Time
2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 4.3, 4.4,
4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1,
9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2,
13.5, 13.7, 14
Loss of Use Insurance
11.4.3
Material Suppliers
1.6, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5
Materials Hazardous
10.2.4, 10.3, 10.5
Materials, Labor, Equipment and
1.1.3, 1.1.6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13, 3.15.1, 4.2.6,
4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1., 10.2.4,
14.2.1.2
<PAGE>
Means, Methods, Techniques, Sequences and Procedures of Construction
3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2
Mechanic's Lien
4.4.8
Mediation
4.4.1, 4.4.5, 4.4.6, 4.4.8, 4.5, 4.6.1, 4.6.2, 8.3.1, 10.5
Minor Changes in the Work
1.1.1, 3.12.8, 4.2.8, 4.3.6, 7.1, 7.4
MISCELLANEOUS PROVISIONS
13
Modifications, Definition of
1.1.1
Modifications to the Contract
1.1.1, 1.1.2, 3.7.3, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7, 10.3.2,
11.4.1
Mutual Responsibility
6.2
Nonconforming Work, Acceptance of
9.6.6, 9.9.3, 12.3
Nonconforming Work, Rejection and Correction of
2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2.1,
13.7.1.3
Notice
2.2.1, 2.3, 2.4, 3.2.3, 3.3.1, 3.7.2, 3.7.4, 3.12.9, 4.3, 4.4.8, 4.6.5,
5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3,
13.5.1, 13.5.2, 14.1, 14.2
Notice, Written
2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1, 8.2.2,
9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3.4
Notice of Testing and Inspections
13.5.1, 13.5.2
Notice to Proceed
8.2.2
Notices, Permits, Fees and
2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2
Observations, Contractor's
1.5.2, 3.2, 3.7.3, 4.3.4
<PAGE>
Occupancy
2.2.2, 9.6.6., 9.8, 11.4.1.5
Orders Written
1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1
OWNER
2
Owner, Definition of
2.1
Owner, Information and Services Required of the
2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 6.2.5,
9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2,
14.1.1.4, 14.1.4
Owner's Authority
1.6, 2.1.1, 2.3, 2.4, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.1.3, 4.2.4,
4.2.9, 4.3.6, 4.4.7, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2,
8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.1, 11.4.3,
11.4.10, 12.2.2, 12.3.1, 13.2.2, 14.3, 14.4
Owner's Financial Capability
2.2.1, 13.2.2, 14.1.1.5
Owner's Liability Insurance
11.2
Owner's Loss of Use Insurance
11.4.3
Owner's Relationship with Subcontractors
1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2
Owner's Right to Carry Out the Work
2.4, 12.2.4, 14.2.2.2
Owner's Right to Clean Up
6.3
Owner's Right to Perform Construction and to Award Separate Contracts
6.1
Owner's Right to Stop the Work
2.3
Owner's Right to Suspend the Work
14.3
<PAGE>
Owner's Right to Terminate the Contract
14.2
Ownership and Use of Drawings, Specifications and Other
Instruments of Service
1.1.1, 1.6, 2.2.5, 3.2.1, 3.11.1, 3.17.1, 4.2.12, 5.3
Partial Occupancy or Use
9.6.6, 9.9, 11.4.1.5
Patching, Cutting and
3.14, 6.2.5
Patents
3.17
Payment, Applications for
4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10.1, 9.10.3,
9.10.5, 11.13, 14.2.4, 14.4.3
Payment, Certificates for
4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10.1, 9.10.3,
9.10.5, 11.13, 14.2.4, 14.4.3
Payment Certificates for
4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1, 9.10.3, 13.7,
14.1.1.3, 14.2.4
Payment, Failure of
4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6
Payment Final
4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5, 12.3.1,
13.7, 14.2.4, 14.4.3
Payment Bond, Performance Bond and
7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
Payments, Progress
4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3
PAYMENTS AND COMPLETION
9
Payments to Subcontractors
5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8, 14.2.1.2
PCB
10.3.1
<PAGE>
Performance bond and Payment Bond
7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
Permits, Fees and Notices
2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2
PERSONS AND PROPERTY, PROTECTION OF
10
Polychlorinated Biphenyl
10.3.1
Product Data, Definition of
3.12.2
Product Data and Samples, Shop Drawings
3.11, 3.12, 4.2.7
Progress and Completion
4.2.2, 4.3.3, 8.2, 9.8, 9.9.1, 14.1.4
Progress Payments
4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3
Project, Definition of the
1.1.4
Project Management Protective Liability Insurance
11.3
Project Manual, Definition of the
1.1.7
Project Manuals
2.2.5
Project Representatives
4.2.10
Property Insurance
10.2.5, 11.4
PROTECTION OF PERSONS AND PROPERTY
10
Regulations and Laws
1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4, 9.9.1,
10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14
Rejection of Work
3.5.1, 4.2.6, 12.2.1
<PAGE>
Releases and Waivers of Liens
9.10.2
Representations
1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2, 9.10.1
Representatives
2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.10, 5.1.1, 5.1.2, 13.2.1
Resolution of Claims and Disputes
4.4, 4.5, 4.6
Responsibility for Those Performing the Work
3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10
Retainage
9.3.1, 9.6.2, 9..5, 9.9.1, 9.10.2, 9.10.3
Review of contract Documents and field Conditions by
Contractor
1.5.2, 3.2, 3.7.3, 3.12.7, 6.13
Review of Contractor's Submittals by Owner and Architect
3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2
Review of Shop Drawings Product Data and Samples by
Contractor
3.12
Rights and Remedies
1.1.2, 2.3, 2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4, 4.5, 4.6, 5.3, 5.4, 6.1, 6.3,
7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14
Royalties Patents and Copyrights
3.17
Rules and Notices for Arbitration
4.6.2
Safety of Persons and Property
10.2, 10.6
Safety precautions and Programs
3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.6
Samples, Definition of
3.12.3
Samples, Shop Drawings, product Data and
3.11, 3.12, 4.2.7
<PAGE>
Samples at the Site, Documents and
3.11
Schedule of Values
9.2, 9.3.1
Schedules Construction
1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.13
Separate Contracts and Contractors
1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.4, 6, 8.3.1, 11.4.7, 12.1.2,
12.2.5
Shop Drawings, Definition of
3.12.1
Shop Drawings, Product Data and Samples
3.11, 3.12, 4.2.7
Site, Use of
3.13.6.1.1, 6.2.1
Site Inspections
1.2.2, 3.2.1, 3.3.3, 3.7.1, 4.2, 4.3.4, 9.4.2, 9.10.1, 13.5
Site Visits Architect's
4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5
Special Inspections and Testing
4.2.6, 12.2.1, 13.5
Specifications, Definitions of the
1.1.6
Specifications, The
1.1.1, 1.1.6, 1.1.7, 1.2.2, 1.6, 3.11, 3.12.10, 3.17
Statute of Limitations
4.6.3, 12.2.6, 13.7
Stopping the Work
2.3, 4.3.6, 9.7, 10.3, 14.1
Stored Materials
6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.4
Subcontractor, Definition of
5.1.1
SUBCONTRACTORS
5
<PAGE>
Subcontractors, Work by
1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7
Subcontractual Relations
5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 11.4.7, 11.4.8, 14.1, 14.2.1, 14.3.2
Submittals
1.6, 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8, 9.9.1,
9.10.2, 9.10.3, 11.1.3
Subrogation, Waivers of
6.1.1, 11.4.5, 11.4.7
Substantial Completion
4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2, 12.2, 13.7
Substantial Completion, Definition of
9.8.1
Substitution of Subcontractors
5.2.3, 5.2.4
Substitution of Architect
4.1.3
Substitutions of Materials
3.4.2, 3.5.1, 7.3.7
Sub-subcontractor, Definition of
5.1.2
Subsurface Conditions
4.3.4
Successors and Assigns
13.2
Superintendent
3.9, 10.2.6
Supervision and Construction Procedures
1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.3.6,
8.2, 8.3.1, 9.4.2, 10, 12, 14
Surety
4.4.7, 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2
Surety, Consent of
9.10.2, 9.10.3
<PAGE>
Surveys
2.2.3
Suspension by the Owner for Convenience
14.4
Suspension of the Work
5.4.2, 14.3
Suspension or Termination of the Contract
4.3.6, 5.4.1.1, 11.4.9, 14
Taxes
3.6, 3.8, 2.1, 7.3, 6.4
Termination by the Contractor
4.3.10, 14.1
Termination by the Owner for Cause
4.3.10, 5.4.1.1, 14.2
Termination of the Architect
4.1.3
Termination of the Contractor
14.2.2
TERMINATION OR SUSPENSION OF THE CONTRACT
14
Tests and Inspections
3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2,
11.4.1.1, 12.2.1, 13.5
TIME
8
Time, Delays and Extensions of
3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 7.5.1, 8.3,
9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2
Time Limits
2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 4.3, 4.4,
4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1,
9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.13, 11.4.1.5, 11.4.6, 11.4.10, 12.2,
13.5, 13.7, 14
Time Limits on Claims
4.3.2, 4.3.4, 4.3.8, 4.4, 4.5, 4.6
<PAGE>
Title to Work
9.3.2, 9.3.3
UNCOVERING AND CORRECTION OF WORK
12
Uncovering of Work
12.1
Unforeseen Conditions
4.3.4, 8.3.1, 10.3
Unit Prices
4.3.9, 7.3.3.2
Use of Document
1.1.1, 1.6, 2.2.5, 3.12.6, 5.3
Use of Site
3.13, 6.1.1, 6.2.1
Values, Schedule of
9.2, 9.3.1
Waiver of Claims by the Architect
13.4.2
Waiver of Claims by the Contractor
4.3.10, 9.10.5, 11.4.7, 13.4.2
Waiver of Claims by the Owner
4.3.10, 9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7, 12.2.2.1, 13.4.2,
14.2.4
Waiver of Consequential Damages
4.3.10, 14.2.4
Waiver of Liens
9.10.2, 9.10.4
Waivers of Subrogation
6.1.1, 11.4.5, 11.4.7
Warranty
3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7.1.3
Weather Delays
4.3.7.2
Work, Definition of
1.1.3
<PAGE>
Written Consent
1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, 9.9.1,
9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2
Written Interpretations
4.2.11, 4.2.12, 4.3.6
Written Notice
2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1, 8.2.2,
9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3, 14
Written Orders
1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1
<PAGE>
1. ARTICLE 1 GENERAL PROVISIONS
1.1 BASIC DEFINITIONS
1.1.1 THE CONTRACT DOCUMENTS
The Contract Documents consist of the Agreement between Owner and Contractor
(hereinafter the Agreement), Conditions of the Contract (General, Supplementary
and other Conditions), Drawings, Specifications, Addenda issued prior to
execution of the Contract, other documents listed in the Agreement and
modifications issued after execution of the Contract. A Modification is (1) a
written amendment to the Contract signed by both parties, (2) a Change Order,
(3) a Construction Change Directive or (4) a written order for a minor change in
the Work issued by the Architect. Unless specifically enumerated in the
Agreement, the Contract Documents do not include other documents such as bidding
requirements (advertisement or invitation to bid, Instructions to Bidders,
sample forms, the Contractor's bid or portions of Addenda relating to bidding
requirements).
1.1.2 THE CONTRACT
The Contract Documents form the Contract for Construction. The Contract
represents the entire and integrated agreement between the parties hereto and
supersedes prior negotiations, representations or agreements, either written or
oral. The Contract may be amended or modified only by a Modification. The
Contract Documents shall not be construed to create a contractual relationship
of any kind (1) [TEXT DELETED] (2) between the Owner and a Subcontractor or Sub-
subcontractor, (3) between the Owner and Architect or (4) between any persons or
entities other than the Owner and Contractor. [TEXT DELETED].
1.1.3 THE WORK
The term "Work" means the construction and services required by the Contract
Documents, whether completed or partially completed, and includes all other
labor, materials, equipment and services provided or to be provided by the
Contractor to fulfill the Contractor's obligations. The Work may constitute the
whole or a part of the Project.
<PAGE>
1.1.4 THE PROJECT
The Project is the total construction of which the Work performed under the
Contract Documents may be the whole or a part and which may include construction
by the Owner or by separate contractors.
1.1.5 THE DRAWINGS
The Drawings are the graphic and pictorial portions of the Contract Documents
showing the design, location and dimensions of the Work, generally including
plans, elevations, sections, details, schedules and diagrams.
1.1.6 THE SPECIFICATIONS
The Specifications are that portion of the Contract Documents consisting of the
written requirements for materials, equipment, systems, standards and
workmanship for the Work, and performance of related services.
1.1.7 THE PROJECT MANUAL
The Project Manual is a volume assembled for the Work which may include the
bidding requirements, sample forms, Conditions of the Contract and
Specifications.
1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS
1.2.1 The intent of the Contract Documents is to include all
items necessary for the proper execution and completion of the Work by the
Contractor. The Contract Documents are complementary, and what is required by
one shall be as binding as if required by all; performance by the Contractor
shall be required only to the extent consistent with the Contract Documents and
reasonably inerrable from them as being necessary to produce the indicated
results.
1.2.2 Organization of the Specifications into divisions,
sections and articles, and arrangement of Drawings shall not control the
Contractor in dividing the Work among Subcontractors or in establishing the
extent of Work to be performed by any trade.
<PAGE>
1.2.3 Unless otherwise stated in the Contract Documents, words
which have well-known technical or construction industry meanings are used in
the Contract Documents in accordance with such recognized meanings.
1.3 CAPITALIZATION
1.3.1 Terms capitalized in these General Conditions include
those which are (1) specifically defined, (1) specifically defined, (2) the
titles of numbered articles and identified references to Paragraphs,
subparagraphs and Clauses in the document or (3) the titles of other document
published by the American Institute Architects.
1.4 INTERPRETATION
1.4.1 In the interest of brevity the Contract Documents
frequently omit modifying words such as "all" and "any" and articles such as
"the" and "an," but the fact that a modifier or an article is absent from one
statement and appears in another is not intended to affect the interpretation of
either statement.
1.5 EXECUTION OF CONTRACT DOCUMENTS
1.5.1 The contract Documents shall be signed by the Owner and
Contractor. [TEXT DELETED]
1.5.2 Execution of the Contract by the Contractor is a
representation that the Contractor has visited the site, become generally
familiar with local conditions under which the Work is to be performed and
correlated personal observations with requirements of the Contract Documents.
1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER
INSTRUMENTS OF SERVICE
1.6.1 [TEXT DELETED]
<PAGE>
2. ARTICLE 2 OWNER
2.1 GENERAL
2.1.1 The Owner is the person or entity identified as such in
the Agreement and is referred to throughout the Contract Documents as if
singular in number. The Owner shall designate in writing representative who
shall have express authority to bind the Owner with respect to all matters
requiring the Owner's approval or authorization. Except as otherwise provided in
Subparagraph 4.2.1, the Architect does not have such authority. The term "Owner"
means the Owner or the Owner's authorized representative.
2.1.2 The Owner shall furnish to the Contractor within fifteen
days after receipt of a written request, information necessary and relevant for
the Contractor to evaluate, give notice of or enforce mechanic's lien rights.
Such information shall include a correct statement of the record legal title to
the property on which the Project is located, usually referred to as the site,
and the owner's interest therein.
2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER
2.2.1 The Owner shall, at the written request of the contractor,
prior to commencement of the Work and thereafter, furnish to the Contractor
reasonable evidence that financial arrangements have been made to fulfill the
Owner's obligations under the Contract. Furnishing of such evidence shall be a
condition precedent to commencement or continuation of the Work. After such
evidence has been furnished, the Owner shall not materially vary such financial
arrangements without prior notice to the Contractor.
2.2.2 [TEXT DELETED]
2.2.3 [TEXT DELETED]
<PAGE>
2.2.4 Information or services required of the Owner by the
Contract Documents shall be furnished by the Owner with reasonable promptness.
Any other information or services relevant to the Contractor's performance of
the Work under the Owner's control shall be furnished by the Owner after receipt
from the Contractor of a written request for such information or services.
2.2.5 [TEXT DELETED]
2.3 OWNER'S RIGHT TO STOP THE WORK
2.3.1 If the Contractor fails to correct Work which is not in
accordance with the requirements of the Contract Documents as required by
Paragraph 12.2 or persistently fails to carry out Work in accordance with the
Contract Documents, the Owner may issue a written order to the Contractor to
stop the Work, or any portion thereof, until the cause for such order has been
eliminated; however, the right of the Owner to stop the Work shall not give rise
to a duty on the part of the Owner to exercise this right for the benefit of the
Contractor or any other person or entity, except to the extent required by
Subparagraph 6.1.3.
2.4 OWNER'S RIGHT TO CARRY OUT THE WORK
2.4.1 If the Contractor defaults or neglects to carry out the
Work in accordance with the Contract Documents and fails within a seven-day
period after receipt of written notice from the Owner to commence and continue
correction of such default or neglect with diligence and promptness, the Owner
may after such seven-day period give the Contractor a second written notice to
correct such deficiencies with a three-day period. If the Contractor within such
three-day period after receipt of such second notice fails to commence and
continue to correct any deficiencies, the Owner may, without prejudice to other
remedies the Owner may have, correct such deficiencies. In such case an
appropriate. Change Order shall be issued deducting from payments then or
thereafter due the Contractor the reasonable cost of correcting such
deficiencies, including Owner's expenses and compensation for the Architect'
additional services made necessary by such default, neglect or failure. [TEXT
DELETED] If payments then or thereafter due the contractor are not
<PAGE>
sufficient to cover such amounts, the Contractor shall pay the difference to the
Owner.
3. ARTICLE 3 CONTRACTOR
3.1 GENERAL
3.1.1 The Contractor is the person or entity identified as such
in the Agreement and is referred to throughout the Contract Documents as if
singular in number. The term "contractor" means the Contractor or the
contractor's authorized representative.
3.1.2 The Contractor shall perform the Work in accordance with
the Contract Documents.
3.1.3 The Contractor shall not be relieved of obligations to
perform the Work in accordance with the Contract Documents either by activities
or duties of the Architect in the Architect's administration of the Contract, or
by tests, inspections or approvals required or performed by persons other than
the Contractor.
3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR
3.2.1 Since the Contract Documents [eligible] carefully study
and compare the various Drawings and other Contract Documents relative to that
portion of the Work, as well as the information furnished by the Owner pursuant
to Subparagraph 2.2.3, shall take field measurements of any existing conditions
related to that portion of the Work and shall observe any conditions at the site
affecting it. These obligations are for the purpose of facilitating construction
by the Contractor and are not for the purpose of discovering errors, omissions,
or inconsistencies in the Contract Documents; however, any errors
inconsistencies or omissions discovered by the Contractor shall be reported
promptly to the [TEXT DELETED] Owner. [TEXT DELETED]
<PAGE>
3.2.2 Any design errors or omissions noted by the Contractor
during this review shall be reported promptly to the [TEXT DELETED] Owner, but
it is recognized that the Contractor's review is made in the Contractor's
capacity as a contractor and not as a licensed design professional unless
otherwise specifically provided in the Contract Documents. [TEXT DELETED]
3.2.3 [TEXT DELETED]
3.3 SUPERVISION AND CONSTRUCTION PROCEDURES
3.3.1 The Contractor shall supervise and direct the Work, using
the Contractor's best skill and attention. The Contractor shall be solely
responsible for and have control over construction means, methods, techniques,
sequences and procedures and for coordinating all portions of the Work under the
Contract, unless the Contract Documents give other specific instructions
concerning these matters. If the Contract Documents give specific instructions
concerning construction means, methods, techniques, sequences or procedures, the
contractor shall evaluate the jobsite safety thereof and, except as stated
below, shall be fully and solely responsible for the jobsite safety of such
means, methods, techniques, sequences or procedures. If the Contractor
determines that such means, methods, techniques, sequences or procedures may not
be safe, the Contractor shall give timely written notice to the Owner [TEXT
DELETED] and shall not proceed with that portion of the Work without further
written instructions from the [TEXT DELETED] Owner. If the Contractor is then
instructed to proceed with the required means, methods, techniques, sequences or
procedures without acceptance of changes proposed by the Contractor, the Owner
shall be solely responsible for any resulting loss or damage.
3.3.2 The Contractor shall be responsible to the owner for acts
and omissions of the Contractor's employees, Subcontractors and their agents and
employees, and other persons or entities performing portions of the Work for or
on behalf of the Contractor or any of its Subcontractors.
3.3.3 The Contractor shall be responsible for inspection of
portions of Work already performed to determine that such portions are in proper
conditions to receive subsequent Work.
<PAGE>
3.4 LABOR AND MATERIALS
3.4.1 Unless otherwise provided in the Contract documents the
contractor shall provide and pay for labor, materials, equipment, tools,
construction equipment and machinery, [TEXT DELETED] transportation, and other
facilities and services necessary for proper execution and completion of the
Work, whether temporary or permanent and whether or not incorporated or to be
incorporated in the Work.
3.4.2 The contractor may make substitutions only with the
consent of the owner, [TEXT DELETED] and in accordance with a Change Order.
3.4.3 The Contractor shall enforce strict discipline and good
order among the Contractors employees and other persons carrying out the
Contract. The Contractor shall not permit employment of unfit persons or persons
not skilled in tasks assigned to them.
3.5 WARRANTY
3.5.1 The Contractor warrants to the Owner [TEXT DELETED] that
materials and equipment furnished under the Contract will be of good quality and
new unless otherwise required or permitted by the Contract Documents, that the
Work will be free from defects not inherent in the quality required or
permitted, and that the Work will conform to the requirements of the Contract
Documents. Work not conforming to these requirements, including substitutions
not properly approved and authorized, may be considered defective. The
Contractor's warranty excludes remedy for damage or defect caused by abuse,
modifications not executed by the Contractor, improper or insufficient
maintenance, improper operation, or normal wear and tear and normal usage. If
required by the [TEXT DELETED] Owner, the Contractor shall furnish satisfactory
evidence as to the kind and quality of materials and equipment.
<PAGE>
3.6 TAXES
3.6.1 The Contractor shall pay sales, consumer, use and similar
taxes for the Work provided by the contractor which are legally enacted when
bids are received or negotiations concluded, whether or not yet effective or
merely scheduled to go into effect.
3.7 PERMITS, FEES AND NOTICES
3.7.1 Unless otherwise provided in the Contract Documents, the
Contractor shall secure and pay for the building permit and other permits and
governmental fees, licenses and inspections necessary for proper execution and
completion of the Work which are customarily secured after execution of the
Contract and which are legally required when bids are received or negotiations
concluded.
3.7.2 The Contractor shall comply with and give notices required
by laws, ordinances, rules, regulations and lawful orders of public authorities
applicable to performance of the Work.
3.7.3 [TEXT DELETED]
3.7.4 If the Contractor performs Work knowing it to be contrary
to laws, statutes, ordinances, building codes, and rules and regulations without
such notice to the [TEXT DELETED] Owner, the Contractor shall assume appropriate
responsibility for such Work and shall bear the costs attributable to
correction.
3.8 ALLOWANCES
3.8.1 [TEXT DELETED]
3.8.2 [TEXT DELETED]
3.8.2.1 [TEXT DELETED]
<PAGE>
3.8.2.2 [TEXT DELETED]
3.8.2.3 [TEXT DELETED]
3.8.3 [TEXT DELETED]
3.9 SUPERINTENDENT
3.9.1 The Contractor shall employ a competent superintendent and
necessary assistants who shall be in attendance at the Project site during
performance of the Work. The superintendent shall represent the contractor, and
communications given to the superintendent shall be as binding as if given to
the Contractor. Important communications shall be confirmed in writing. Other
communications shall be similarly confirmed on written request in each case.
3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES
3.10.1 The Contractor, promptly after being awarded the Contract,
shall prepare and submit for the Owner's [TEXT DELETED] 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 expeditions and practicable execution of the
Work.
3.10.2 The Contractor shall prepare and keep current, for the
Architect's approval, a schedule of Submittals which is coordinated with the
Contractor's construction schedule and allows the Architect reasonable time to
review Submittals.
3.10.3 The Contractor shall perform the Work in general
accordance with the most recent schedules submitted to the Owner [TEXT DELETED].
<PAGE>
3.11 DOCUMENTS AND SAMPLES AT THE SITE
3.11.1 The Contractor shall maintain at the site for the Owner
one record copy of the Drawings, Specifications, Addenda, Change Order and other
Modifications, in good order and marked currently to record field changes and
selections made during construction, and one record copy of approved Shop
Drawings, Product Data, Samples and similar required submittals. [TEXT DELETED].
3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES
3.12.1 Shop Drawings are drawings, diagrams, schedules and other
data specially prepared for the Work by the Contractor or a Subcontractor, Sub-
subcontractor, manufacturer, supplier or distributor to illustrate some portion
of the Work.
3.12.2 Product Data are illustrations, standard schedules,
performance charts, instructions, brochures, diagrams and other information
furnished by the Contractor to illustrate materials or equipment for some
portion of the Work.
3.12.3 Samples are physical examples which illustrate materials,
equipment or workmanship and establish standards by which the Work will be
judged.
3.12.4 Shop Drawings, Product Data, Samples and similar
submittals are not Contract Documents. The purpose of their submittals is to
demonstrate for those portions of the Work for which submittals are required by
the Contract Documents the way by which the Contractor proposes to conform to
the information given and the design concept expressed in the Contract
Documents. [TEXT DELETED].
3.12.5 The Contractor shall review for compliance with the
Contract Documents, approve and submit to the [TEXT DELETED] Owner Shop
Drawings, Product Data, Samples and similar submittals required by the Contract
Documents with reasonable promptness and in such sequence as to cause no delay
in
<PAGE>
the Work or in the activities of the Owner or of separate contractors. [TEXT
DELETED].
3.12.6 By approving and submitting Shop Drawings, Product Data,
Samples and similar submittals, the Contractor represents that the Contractor
has determined and verified materials, field measurements and field construction
criteria related thereto, or will do so, and has checked and coordinated the
information contained within such submittals with the requirements of the Work
and of the Contract Documents.
3.12.7 The Contractor shall perform no portion of the Work for
which the Contract Documents require submittals and review of the Shop Drawings,
Project Data, Samples or similar submittals until the respective submittals has
been approved by the [TEXT DELETED] Owner.
3.12.8 The Work shall be in accordance with approved submittals
except that the contractor shall not be relieved of responsibility for
deviations from requirements of the contract Documents by the [TEXT DELETED]
Owner's approval of Shop Drawings, Product Data, Samples or similar submittals
unless the Contractor has specifically informed the [TEXT DELETED] Owner in
writing of such deviation oat the time of submittals and (1) the [TEXT DELETED]
Owner has given written approval to the specific deviation as a minor change in
the Work, or (2) a Change Order or Construction Change Directive has been issued
authorizing the deviation. The Contractor shall not be relieved of
responsibility for errors or omissions in Shop Drawings, Product Data, Samples
or similar submittals by the [TEXT DELETED] Owner's approval thereof.
3.12.9 The Contract shall direct specific attention, in writing
or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to
revisions other than those requested by the [TEXT DELETED] Owner on previous
submittals. In the absence of such written notice the [TEXT DELETED] Owner's
approval of a resubmission shall not apply to such revisions.
3.12.10 [TEXT DELETED]. The Contractor shall not be
required to provide professional services in violation of applicable law. If
profes-
<PAGE>
sional design services or certifications by a design professional related to
systems, materials or equipment are specifically required of the Contractor by
the Contract Documents, the Owner [TEXT DELETED] will specify all performance
and design criteria that such services must satisfy. The Contractor shall cause
such services or certifications to be provided by a properly licensed design
professional, whose signature and seal shall appear on all drawings,
calculations, specifications, certifications, Shop Drawings and other submittals
prepared by such professional. Shop Drawings and other submittals related to the
Work designed or certified by such professional, if prepared by others, shall
bear such professional's written approval when submitted to the [TEXT DELETED]
Owner. The Owner [TEXT DELETED] shall be entitled to rely upon the adequacy,
accuracy and completeness of the services, certifications or approvals performed
by such design professionals, provided the Owner [TEXT DELETED] have specified
to the Contractor all performance and design criteria that such services must
satisfy. Pursuant to this Subparagraph 3.12.10, the [TEXT DELETED] Owner will
promptly review, approve or take other appropriate action on submittals only for
the limited purpose of checking for conformance with information given and the
design concept expressed in the Contract Documents. the Contractor shall not be
responsible for the adequacy of the performance or design criteria required by
the Contract Documents.
3.13 USE OF SITE
3.13.1 The Contractor shall confine operations at the site to
areas permitted by law, ordinances, permits and the Contract Documents and shall
not unreasonably encumber the site with materials or equipment.
3.14 CUTTING AND PATCHING
3.14.1 The Contractor shall be responsible for cutting, fitting
or patching required to complete the Work or to make its parts fit together
properly.
3.14.2 The Contractor shall not damage or endanger a portion of
the Work or fully or partially completed construction of the Owner or separate
contractors by cutting, patching or otherwise altering such construction, or by
excavation. The Contractor shall not cut or otherwise alter such construction by
the
<PAGE>
Owner or a separate contractor except with written consent of the Owner and of
such separate contractor, such consent shall not be unreasonably withheld. The
Contractor shall not unreasonably withhold from the Owner or a separate
contractor the Contractor's consent to cutting or otherwise altering the Work.
3.15 CLEANING UP
3.15.1 The Contractor shall keep the premises and surrounding
area free from accumulation of waste materials or rubbish caused by operations
under the Contract. At completion of the Work, the Contractor shall remove from
and about the Project waste materials, rubbish, the Contractor's tools,
construction equipment, machinery and surplus materials.
3.16 ACCESS TO WORK
3.16.1 The Contractor shall provide the Owner [TEXT DELETED]
access to the Work in preparation and progress wherever located.
3.17 ROYALTIES, PATENTS AND COPYRIGHTS
3.17.1 The Contractor shall pay all royalties and license fees.
The Contractor shall defend suits or claims for infringement of copyrights and
patent rights and shall hold the Owner [TEXT DELETED] harmless from loss on
account thereof, but shall not be responsible for such defense or loss when a
particular design, process or product of a particular manufacturer or
manufacturers is required by the Contract Documents or where the copyright
violations are contained in Drawings, Specifications or other documents prepared
by the Owner or Architect. However, if the Contractor has reason to believe that
the required design, process or product is an infringement of a copyright or a
patent, the Contractor shall be responsible for such loss unless such
information is promptly furnished to the [TEXT DELETED] Owner.
3.18 INDEMNIFICATION
<PAGE>
3.18.1 To the fullest extent permitted by law and to the extent
claims, damages, losses or expenses are not covered by Project Management
Protective liability insurance purchased by the contractor in accordance with
Paragraph 11.3, the Contractor shall indemnify and hold harmless the Owner,
[TEXT DELETED] 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 [TEXT DELETED] 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 obligations 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 Paragraph 3.18.
3.18.2 In claims against any person or entity indemnified under
this paragraph 3.18 by an employee of the Contractor, a Subcontractor, anyone
directly or indirectly employed by them or anyone for whose acts they may be
liable, the indemnification obligation under Subparagraph 3.18.1 shall not be
limited by a limitation on amount or type of damages, compensation or benefits
payable by or for the Contractor or a Subcontractor under workers' compensation
acts, disability benefit acts or other employee benefit acts.
4. ADMINISTRATION OF THE CONTRACT
4.1 ARCHITECT
4.1.1 [TEXT DELETED]
4.1.2 [TEXT DELETED]
4.1.3 [TEXT DELETED]
4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT
<PAGE>
4.2.1 [TEXT DELETED]
4.2.2 [TEXT DELETED]
4.2.3 [TEXT DELETED]
4.2.4 [TEXT DELETED]
4.2.5 [TEXT DELETED]
4.2.6 [TEXT DELETED]
4.2.7 [TEXT DELETED]
4.2.8 [TEXT DELETED]
4.2.9 [TEXT DELETED]
4.2.10 [TEXT DELETED]
4.2.11 [TEXT DELETED]
4.2.12 [TEXT DELETED]
4.2.13 [TEXT DELETED]
4.3 CLAIMS AND DISPUTES
4.3.1 Definition. A Claim is a demand or assertion by one of
the parties seeking, as a matter of right, adjustment or interpretation of
Contract terms, payment of money, extension of time or other relief with respect
to the terms of the Contract. The term "Claim" also includes other disputes and
matters in question between the Owner and Contractor arising out of or relating
to the Contract.
<PAGE>
Claims must be initiated by written notice. The responsibility to substantiate
Claims shall rest with the party making the Claim.
4.3.2 Time Limits on Claims. Claims by either party must be
initiated within 21 days after occurrence of the event giving rise to such Claim
or within 21 days after the claimant first recognizes the condition giving rise
to the Claim, whichever is later. Claims must be initiated by written notice to
[TEXT DELETED] the other party.
4.3.3 Continuing Contract Performance. Pending final resolution
of a Claim except as otherwise agreed in writing or as provided in Subparagraph
9.7.1 and Article 14, the Contractor shall proceed diligently with performance
of the Contract and the Owner shall continue to make payments in accordance with
the Contract Documents.
4.3.4 [TEXT DELETED]
4.3.5 Claims for Additional Cost. If the Contractor wishes to
make Claim for an increase in the Contract Sum, written notice as provided
herein shall be given before proceeding to execute the Work. Prior notice is not
required for Claims relating to an emergency endangering life or property
arising under Paragraph 10.6.
4.3.6 If the Contractor believes additional cost is involved for
reasons including but not limited to [TEXT DELETED] (1) an order by the Owner to
stop the work where the Contractor was not at fault (2) a written order for a
minor change in the Work issued by the [TEXT DELETED] Owner] (3) failure of
payment by the Owner, (4) termination of the Contract by the Owner, (5) Owner's
suspension or (6) other reasonable grounds, Claims shall be filed in accordance
with this Paragraph 4.3.
4.3.7 Claims for Additional Time
4.3.7.1 If the Contractor wishes to make Claim for an
increase in the Contract Time, written notice as provided herein shall be given.
The
<PAGE>
Contractor's Claim shall include an estimate of cost and of probable effect of
delay on progress of the Work. In the case of a continuing delay only one Claim
is necessary.
4.3.7.2 If adverse weather conditions are the basis for a
Claim for additional time, such Claim shall be documented by data substantiating
that weather conditions were abnormal for the period of time, could not have
been reasonably anticipated and had an adverse effect on the scheduled
construction.
4.3.8 Injury or Damage to Person or Property. If either party to
the Contract suffers injury or damage to person or property because of an act or
omission of the other party, or of others for whose acts such party is legally
responsible, written notice of such injury or damage, whether or not insured,
shall be given to the other party within a reasonable time not exceeding 21 days
after discovery. The notice shall provide sufficient detail to enable the other
party to investigate the matter.
4.3.9 If unit prices are stated in the Contract Documents or
subsequently agreed upon, and if quantities originally contemplated are
materially changed in a proposed Change Order or Construction Change Directive
so that application of such unit prices to quantities of Work proposed will
cause substantial inequity to the Owner or Contractor, the applicable unit
prices shall be equitably adjusted.
4.3.10 Claims for Consequential Damages. The Contractor and Owner
waive Claims against each other for consequential damages arising out of or
relating to this Contract. This mutual waiver includes:
4.3.10.1 damages incurred by the Owner for rental
expenses, for losses of use, income, profit, financing, business and reputation,
and for loss of management or employee productivity or of the services of such
persons; and
4.3.10.2 damages incurred by the Contractor for principal
office expenses including the compensation of personnel stationed there,
<PAGE>
for losses of financing, business and reputation, and for loss of profit except
anticipated profit arising directly from the Work.
This mutual waiver is applicable, without limitation, to all consequential
damages due to either party's termination in accordance with Article 14. Nothing
contained in this Subparagraph 4.3.10 shall be deemed to preclude an award of
liquidated direct damages, when applicable, in accordance with the requirements
of the Contract Documents.
4.4 RESOLUTION OF CLAIMS AND DISPUTES
4.4.1 [TEXT DELETED]
4.4.2 [TEXT DELETED]
4.4.3 [TEXT DELETED]
4.4.4 [TEXT DELETED]
4.4.5 [TEXT DELETED]
4.4.6 [TEXT DELETED]
4.4.7 [TEXT DELETED]
4.4.8 If a Claim relates to or is the subject of a mechanic's
lien, the party asserting such Claim may proceed in accordance with applicable
law to comply with the lien notice or filing deadlines prior to resolution of
the Claim. [TEXT DELETED]
4.5 MEDIATION
4.5.1 [TEXT DELETED]
<PAGE>
4.5.2 [TEXT DELETED]
4.5.3 [TEXT DELETED]
4.6 ARBITRATION
4.6.1 [TEXT DELETED]
4.6.2 Claims not resolved by mediation shall be decided by
arbitration which, unless the parties mutually agree otherwise, shall be in
accordance with the Construction Industry Arbitration Rules of the American
Arbitration Association currently in effect. The demand for arbitration shall be
filed in writing with the other party to the Contract and with the American
Arbitration Association. [TEXT DELETED]
4.6.3 A demand for arbitration shall be made within the time
limits specified in Subparagraphs 4.4.6 and 4.6.1 as applicable, and in other
cases within a reasonable time after the Claim has arisen, and in no event shall
it be made after the date when institution of legal or equitable proceedings
based on such Claim would be barred by the applicable statute of limitations as
determined pursuant to Paragraph 13.7.
4.6.4 Limitation on Consolidation or Joinder. [TEXT DELETED]. No
arbitration shall include, by consolidation or joinder or in any other manner,
parties other than the Owner, Contractor, a separate contractor as described in
Article 6 and other persons substantially involved in a common question of fact
or law whose presence is required if complete relief is to be accorded in
arbitration. No person or entity other than the Owner, Contractor or a separate
contractor as described in Article 6 shall be included as an original third
party or additional third party to an arbitration whose interest or
responsibility is insubstantial. Consent to arbitration involving an additional
person or entity shall not constitute consent to arbitration of a Claim not
described therein or with a person or entity not named or described therein. The
foregoing agreement to arbitrate and other agreements to arbitrate with an
additional person or entity duly consented to by parties to the
<PAGE>
Agreement shall be specifically enforceable under applicable law in any court
having jurisdiction thereof.
4.6.5 Claims and Timely Assertion of Claims. The party filing a
notice of demand for arbitration must assert in the demand all Claims then known
to that party on which arbitration is permitted to be demanded.
4.6.6 Judgment on Final Award. The award rendered by the
arbitrator or arbitrators shall be final, and judgment may be entered upon it in
accordance with applicable law in any court having jurisdiction thereof.
5. SUBCONTRACTORS
5.1 DEFINITIONS
5.1.1 A Subcontractor is a person or entity who has a direct
contract with the Contractor to perform a portion of the work at the site. The
term "Subcontractor" is referred to throughout the Contract Documents as if
singular in number and means a Subcontractor or an authorized representative of
the Subcontractor. The term "Subcontractor" does not include a separate
contractor or subcontractors of a separate contractor.
5.1.2 A Sub-subcontractor is a person or entity who has a direct
or indirect contract with a Subcontractor to perform a portion of the Work at
the site. The term "Sub-subcontractor" is referred to throughout the Contract
Documents as if singular in number and means a Sub-subcontractor or an
authorized representative of the Sub-subcontractor.
5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE
WORK
5.2.1 [TEXT DELETED]. The Contractor, as soon as practicable
after award of the Contract, shall furnish in writing to the Owner [TEXT
DELETED] the names of persons or entities (including those who are to furnish
materials or equipment fabricated to a special design) proposed for each
principal
<PAGE>
portion of the Work. The [TEXT DELETED] Owner will promptly reply to the
Contractor in writing stating whether or not the Owner [TEXT DELETED], after due
investigation, has reasonable objection to any such proposed person or entity.
[TEXT DELETED]
5.2.2 The Contractor shall not contract with a proposed person
or entity to whom the Owner [TEXT DELETED] has made reasonable and timely
objection. The Contractor shall not be required to contract with anyone to whom
the Contractor has made reasonable objection.
5.2.3 If the Owner [TEXT DELETED ] has reasonable objection to a
person or entity proposed by the Contractor, the Contractor shall propose
another to whom the Owner [TEXT DELETED] has no reasonable objection. If the
proposed but rejected Subcontractor was reasonably capable of performing the
Work, the Contract Sum and Contract Time shall be increased or decreased by the
difference, if any, occasioned by such change, and an appropriate Change Order
shall be issued before commencement of the substitute Subcontractor's work.
However, no increase in the Contract Sum or Contract Time shall be allowed for
such change unless the Contractor has acted promptly and responsively in
submitting names as required.
5.3 SUBCONTRACTUAL RELATIONS
5.3.1 By appropriate written agreement, [TEXT DELETED] the
Contractor shall require each Subcontractor, to the extent of the Work to be
performed by the Subcontractor, to be bound to the Contractor by terms of the
Contract Documents, and to assume toward the Contractor all the obligations and
responsibilities, including the responsibility for safety of the Subcontractor's
Work, which the Contractor, by these Documents, assumes toward the Owner [TEXT
DELETED]. Each subcontract agreement shall preserve and protect the rights of
the Owner [TEXT DELETED] under the Contract Documents with respect to the Work
to be performed by the Subcontractor so that subcontracting thereof will not
prejudice such rights, and shall allow to the Subcontractor, unless specifically
provided otherwise in the subcontract agreement, the benefit of all rights,
remedies and redress against the Contractor that the Contractor, by the Contract
Documents, has against
<PAGE>
the Owner. Where appropriate, the Contractor shall require each Subcontractor to
enter into similar agreements with Sub-subcontractors. The Contractor shall make
available to each proposed Subcontractor, prior to the execution of the
subcontract agreement, copies of the Contract Documents to which the
Subcontractor will be bound, and, upon written request of the Subcontractor,
identify to the Subcontractor terms and conditions of the proposed subcontract
agreement which may be at variance with the Contract Documents. Subcontractors
will similarly make copies of applicable portions of such documents available to
their respective proposed Sub-subcontractors.
5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
5.4.1 Each subcontract agreement for a portion of the Work is
assigned by the Contractor to the Owner provided that:
5.4.1.1 assignment is effective only after termination of
the Contract by the Owner for cause pursuant to Paragraph 14.2 and only for
those subcontract agreements which the Owner accepts by notifying the
Subcontractor and Contractor in writing; and
5.4.1.2 assignment is subject to the prior rights of the
surety, if any, obligated under bond relating to the Contract.
5.4.2 Upon such assignment, if the Work has been suspended for
more than 30 days, the Subcontractor's compensation shall be equitably adjusted
for increases in cost resulting from the suspension.
6. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE
CONTRACTS
6.1.1 The Owner reserves the right to perform construction or
operations related to the Project with the Owner's own forces, and to award
separate contracts in connection with other portions of the Project or other
construction or
<PAGE>
operations on the site under Conditions of the Contract identical or
substantially similar to these including those portions related to insurance and
waiver of subrogation. If the Contractor claims that delay or additional cost is
involved because of such action by the Owner, the Contractor shall make such
Claim as provided in Paragraph 4.3.
6.1.2 When separate contracts are awarded for different portions
of the Project or other construction or operations on the site, the term
"Contractor" in the Contract Documents in each case shall mean the Contractor
who executes each separate Owner-Contractor Agreement.
6.1.3 [TEXT DELETED]. The Contractor shall make any revisions to
the construction schedule deemed necessary after a joint review and mutual
agreement. The construction schedules shall then constitute the schedules to be
used by the Contractor, separate contractors and the Other until subsequently
revised.
6.1.4 Unless otherwise provided in the Contract Documents, when
the Owner performs construction or operations related to the Project and the
Owner's own forces, the Owner shall be deemed to be subject to the same
obligations and to have the same rights which apply to the Contractor under the
Conditions of the Contract, including, without excluding others, those stated in
Article 3, this Article 6 and Articles 10, 11 and 12.
6.2 MUTUAL RESPONSIBILITY
6.2.1 The Contractor shall afford the Owner and separate
contractors reasonable opportunity for introduction and storage of their
materials and equipment and performance of their activities, and shall connect
and coordinate the Contractor's construction and operations with theirs as
required by the Contract documents.
6.2.2 If part of the Contractor's Work depends for proper
execution or results upon construction or operations by the Owner or a separate
contractor, the Contractor shall, prior to proceeding with that portion of the
Work,
<PAGE>
promptly report to the [TEXT DELETED] apparent discrepancies or defects in such
other construction that would render it unsuitable for such proper execution and
results. Failure of the contractor so to report shall constitute an
acknowledgment that the Owner's or separate contractor's completed or partially
completed construction is fit and proper to receive the Contractor's Work,
except as to defects not then reasonably discoverable.
6.2.3 The Owner shall be reimbursed by the Contractor for costs
incurred by the Owner which are payable to a separate contractor because of
delays, improperly timed activities or defective construction of the Contractor.
The Owner shall be responsible to the Contractor for costs incurred by the
Contractor because of delays, improperly timed activities, damage to the Work or
defective construction of a separate contractor.
6.2.4 The Contractor shall remedy damage wrongfully caused by
the Contractor to completed or partially completed construction or to property
of the Owner or separate contractors as provided in Subparagraph 10.2.5.
6.2.5 The Owner and each separate contractor shall have the same
responsibilities for cutting and patching as are described for the Contractor in
Subparagraph 3.14.
6.3 OWNER'S RIGHT TO CLEAN UP
6.3.1 If a dispute arises among the Contractor, separate
contractors and the Owner as to the responsibility under their respective
contracts for maintaining the premises and surrounding area free from waste
materials and rubbish, the Owner may clean up and [TEXT DELETED] allocate the
cost among those responsible.
7. CHANGES IN THE WORK
7.1 GENERAL
<PAGE>
7.1.1 Changes in the Work may be accomplished after execution of
the Contract, and without invalidating the Contract, by Change Order,
Construction Change Directive or order for a minor change in the Work, subject
to the limitations stated in this Article 7 and elsewhere in the Contract
Documents.
7.1.2 A Change Order shall be based upon agreement among the
Owner, and Contractor [TEXT DELETED] a Construction Change Directive requires
agreement by the Owner [TEXT DELETED] and may or may not be agreed to by the
Contractor; an order for a minor change in the Work may be issued by the [TEXT
DELETED] Owner alone.
7.1.3 Changes in the Work shall be performed under applicable
provisions of the Contract Documents, and the Contractor shall proceed promptly,
unless otherwise provided in the Change Order, Construction Change Directive or
order for a minor change in the Work.
7.2 CHANGE ORDERS
7.2.1 [TEXT DELETED]
7.2.2 Methods used in determining adjustments to the Contract
Sum may include those listed in Subparagraph 7.3.3.
7.3 CONSTRUCTION CHANGE DIRECTIVES
7.3.1 A Construction Change Directive is a written order [TEXT
DELETED] signed by the Owner [TEXT DELETED], directing a change in the Work
prior to the agreement on adjustment, if any, in the Contract sum or Contract
Time, or both. The Owner may by Construction Change Directive, without
invalidating the Contract, order changes in the Work within the general scope of
the Contract consisting of additions, deletions or other revisions, the Contract
Sum and Contract Time being adjusted accordingly.
7.3.2 A Construction Change Directive shall be used in the
absence of total agreement on the terms of a Change Order.
<PAGE>
7.3.3 If the Construction Change Directive provides for an
adjustment to the Contract Sum, the adjustment shall be based on one of the
following methods:
.1 mutual acceptance of a lump sum properly itemized and supported
by sufficient substantiating data to permit evaluation;
.2 unit prices stated in the Contract Documents or subsequently
agreed upon
.3 cost to be determined in a manner agreed upon by the parties and
a mutually acceptable fixed or percentage fee; or
.4 as provided in Subparagraph 7.3.6.
7.3.4 Upon receipt of a Construction Change Directive, the
Contractor shall promptly proceed with the change in the Work involved and
advise the [TEXT DELETED] Owner of the Contractor's agreement or disagreement
with the method, if any, provided in the Construction Change Directive for
determining the proposed adjustment in the Contract Sum or Contract Time.
7.3.5 A Construction Change Directive signed by the Contractor
indicates the agreement of the Contractor therewith, including adjustment in
Contract Sum and Contract Time or the method for determining them. Such
agreement shall be effective immediately and shall be recorded as a Change
Order.
7.3.6 If the Contractor does not respond promptly or disagrees
with the method for adjustment in the Contract Sum, the method and the
adjustment shall be determined by the Architect on the basis of reasonable
expenditures and savings of those performing the Work attributable to the
change, including, in the case of an increase in the Contract Sum, a reasonable
allowance for overhead and profit. In such case, and also under Clause 7.3.3.3,
the Contractor shall keep and present, in such form as the Architect may
prescribe, an itemized accounting together with appropriate supporting data.
Unless otherwise provided in the Contract Docu-
<PAGE>
ments, costs for the purposes of this Subparagraph 7.3.6 shall be limited to the
following:
.1 costs of labor, including social security, old age and
unemployment insurance, fringe benefits required by agreement or
custom, and workers' compensation insurance;
.2 costs of materials, supplies and equipment, including cost of
transportation, whether incorporated or consumed;
.3 rental costs of machinery and equipment, exclusive of hand tools,
whether rented from the Contractor or others;
.4 costs of premiums for all bonds and insurance, permit fees, and
sales, use of similar taxes related to the Work; and
.5 additional costs of supervision and field office personnel
directly attributable to the change.
7.3.7 The amount of credit to be allowed by the Contractor to
the Owner for a deletion or change which results in a net decrease in the
Contract Sum shall be actual net cost [TEXT DELETED]. When both additions and
credits covering related Work or substitutions are involved in a change, the
allowance for overhead and profit shall be figured on the basis of net increase,
if any, with respect to that change.
7.3.8 Pending final determination of the total cost of a
Construction Change Directive to the Owner, amounts not in dispute for such
changes in the Work shall be included in Applications for Payment accompanied by
a Change Order indicating the parties' agreement with part or all of such costs.
[TEXT DELETED]
7.3.9 When the Owner and Contractor agree with [TEXT DELETED]
the adjustments in the Contract Sum and Contract Time, or otherwise reach
agreement upon the adjustments, such agreement shall be effective immedi-
<PAGE>
ately and shall be recorded by preparation and execution of an appropriate
Change Order.
7.4 MINOR CHANGES IN THE WORK
7.4.1 [TEXT DELETED]
8. TIME
8.1 DEFINITIONS
8.1.1 Unless otherwise provided, Contract Time is the period of
time, including authorized adjustments, allotted in the Contract Documents for
Substantial Completion of the Work.
8.1.2 The date of commencement of the Work is the date
established in the Agreement.
8.1.3 [TEXT DELETED]
8.1.4 The term "day" as used in the Contract Documents shall
mean calendar day unless otherwise specifically defined.
8.2 PROGRESS AND COMPLETION
8.2.1 Time limits stated in the Contract Documents are of the
essence of the Contract. By executing the Agreement the Contractor confirms that
the Contract Time is a reasonable period for performing the Work.
8.2.2 The Contractor shall not knowingly, except by agreement or
instruction of the Owner in writing, prematurely commence operations on the site
or elsewhere prior to the effective date of insurance required by Article 11 to
be furnished by the Contractor and Owner. The date of commencement of the Work
shall not be changed by the effective date of such insurance. Unless the date of
<PAGE>
commencement is established by the Contract Documents or a notice to proceed
given by the Owner, the Contractor shall notify the Owner in writing not less
than five days or other agreed period before commencing the Work to permit the
timely filing of mortgages, mechanic's liens and other security interests.
8.2.3 The Contractor shall proceed expeditiously with adequate
forces and shall achieve Substantial Completion within the Contract Time.
8.3 DELAYS AND EXTENSIONS OF TIME
8.3.1 If the Contractor is delayed at any time in the
commencement or progress of the Work by an act or neglect of the Owner, [TEXT
DELETED] or of an employee [TEXT DELETED], or of a separate contractor employed
by the Owner, or by changes ordered in the Work, or by labor disputes, fires,
unusual delay in deliveries, unavoidable casualties or other causes beyond the
Contractor's control, and are not reasonably foreseeable [TEXT DELETED] then the
Contract Time shall be extended by the Change Order for such reasonable time as
the [TEXT DELETED] Owner and Contractor may mutually determine.
8.3.2 Claims relating to time shall be made in accordance with
applicable provisions of Paragraph 4.3.
8.3.3 This Paragraph 8.3 does not preclude recovery of damages
for delay by either party under other provisions of the Contract Documents.
9. PAYMENTS AND COMPLETION
9.1 CONTRACT SUM
9.1.1 The Contract Time is stated in the Agreement and,
including authorized adjustments, is the total amount payable by the Owner to
the Contractor for performance of the Work under the Contract Documents.
<PAGE>
9.2 SCHEDULE OF VALUES
9.2.1 Before the first Application for Payment, the Contractor
shall submit to the [TEXT DELETED] Owner a schedule of values allocated to
various portions of the Work, prepared in such form and supported by such data
to substantiate its accuracy as the [TEXT DELETED] Owner may require. This
schedule, unless objected to by the [TEXT DELETED] Owner, shall be used as a
basis for reviewing the Contractor's Applications for Payment.
9.3 APPLICATIONS FOR PAYMENT
9.3.1 At least ten days before the date established for each
progress payment, the Contractor shall submit to the [TEXT DELETED] Owner an
itemized Application for Payment for operations completed in accordance with the
schedule of values. Such application shall be [TEXT DELETED] supported by such
data substantiating the Contractor's right to payment as the Owner [TEXT
DELETED] may require, such as copies of requisitions from Subcontractors and
material suppliers, and reflecting retainage if provided for in the Contract
Documents.
9.3.1.1 As provided in Subparagraph 7.3.8, such
applications may include requests for payment on account of changes in the Work
which have been properly authorized by Construction Change Directives, [TEXT
DELETED] but not yet included in Change Orders.
9.3.1.2 Such applications may not include requests for
payment for portions of the Work for which the Contractor does not intend to pay
to a Subcontractor or material supplier, unless such Work has been performed by
others whom the Contractor intends to pay.
9.3.2 Unless otherwise provided in the Contract Documents,
payments shall be made on account of materials and equipment delivered and
suitably stored at the site for subsequent incorporation in the Work. If
approved in advance by the Owner, payment may similarly be made for materials
and equipment suitably stored off site at a location agreed upon in writing.
Payment for materials
<PAGE>
and equipment stored on or off site shall be conditioned upon compliance by the
Contractor with procedures satisfactory to the Owner to establish the Owner's
title to such materials and equipment or otherwise protect the Owner's interest,
and shall include the costs of applicable insurance, storage and transportation
to the site for such materials and equipment stored off the site.
9.3.3 The Contractor warrants that title to all Work covered by
an Application for Payment will pass to the Owner no later than the time of
payment. The Contractor further warrants that upon submittals of an Application
for Payment all Work for which [TEXT DELETED] 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 encumbrances in favor of
the Contractor, Subcontractors, material suppliers, or other persons or entities
making a claim by reason of having provided labor, materials and equipment
relating to the Work.
9.4 CERTIFICATES FOR PAYMENT
9.4.1 [TEXT DELETED]
9.4.2 [TEXT DELETED]
9.5 DECISIONS TO WITHHOLD CERTIFICATION
9.5.1 [TEXT DELETED]
.1 defective Work not remedied;
.2 third party claims filed or reasonable evidence indicating
probable filing of such claims unless security acceptable to the
Owner is provided by the Contractor;
.3 failure of the Contractor to make payments properly to
Subcontractors or for labor, materials or equipment;
<PAGE>
.4 reasonable evidence that the Work cannot be completed for the
unpaid balance of the Contract Sum;
.5 damage to the Owner or another contractor;
.6 [TEXT DELETED]
.7 persistent failure to carry out the Work in accordance with the
Contract Documents.
.8 [TEXT DELETED]
9.6 PROGRESS PAYMENTS
9.6.1 The Owner shall make payment in the manner and within the
time provided in the Contract Documents [TEXT DELETED].
9.6.2 The Contractor shall promptly pay each Subcontractor, upon
receipt of payment from the Owner, out of the amount paid to the Contractor on
account of such Subcontractor's portion of the Work, the amount to which said
Subcontractor is entitled, reflecting percentages actually retained from the
payments to the Contractor on account of such Subcontractor's portion of the
Work. The Contractor shall, by appropriate agreement with each Subcontractor,
require each Subcontractor to make payments to Sub-subcontractors in a similar
manner.
9.6.3 [TEXT DELETED]
9.6.4 [TEXT DELETED] The Owner [TEXT DELETED] shall not have an
obligation to pay or to see to the payment of money to a Subcontractor except as
may otherwise be required by law.
9.6.5 Payment to material suppliers shall be treated in a manner
similar to that provided in Subparagraphs 9.6.2, 9.6.3 and 9.6.4.
<PAGE>
9.6.6 [TEXT DELETED] A progress payment, or partial or entire
use or occupancy of the Project by the Owner shall not constitute acceptance of
Work not in accordance with the Contract Documents.
9.6.7 Unless the Contractor provides the Owner with a payment
bond in the full penal sum of the Contract Sum, payments received by the
Contractor for Work properly performed by Subcontractors and suppliers shall be
held by the Contractor for those Subcontractors or suppliers who performed Work
or furnished materials, or both, under contract with the Contractor for which
payment was made by the Owner. Nothing contained herein shall require money to
be placed in a separate account and not commingled with money of the Contractor,
shall create any fiduciary liability or tort liability on the part of the
Contractor for breach of trust or shall entitle any person or entity to an award
of punitive damages against the Contractor for breach of the requirements of
this provision.
9.7 FAILURE OF PAYMENT
9.7.1 [TEXT DELETED]
9.8 SUBSTANTIAL COMPLETION
9.8.1 [TEXT DELETED]
9.8.2 When the Contractor considers that the Work, or a portion
thereof which the Owner agrees to accept separately, is substantially complete,
the Contractor shall prepare and submit to the Owner [TEXT DELETED] a
comprehensive list of items to be completed or corrected prior to final payment.
Failure to include an item on such list does not alter the responsibility of the
Contractor to complete all Work in accordance with the Contract Documents.
9.8.3 Upon receipt of the Contractor's list, the [TEXT DELETED]
Owner will make an inspection to determine whether the Work or designated
portion thereof is substantially complete. If the [TEXT DELETED] Owner's
inspection discloses any item, whether or not included on the Contractor's list,
which is not sufficiently complete in accordance with the Contract Documents so
that the
<PAGE>
Owner can occupy or utilize the Work or designated portion thereof for its
intended use, the Contractor shall, before insurance of the Certificate of
Substantial Completion, complete or correct such item upon notification by the
[TEXT DELETED] Owner. In such case, the Contractor shall then submit a request
for another inspection by the [TEXT DELETED] Owner to determine Substantial
Completion.
9.8.4 When the Work or designated portion thereof is
substantially complete, the [TEXT DELETED] Owner will prepare a Certificate of
Substantial Completion which shall establish the date of Substantial Completion,
shall establish responsibilities of the Owner and Contractor for security,
maintenance, heat, utilities, damage to the Work and insurance, and shall fix
the time within which the Contractor shall finish all items on the list
accompanying the Certificate. Warranties required by the Contract Documents
shall commence on the date of Substantial Completion of the Work or designated
portion thereof, unless otherwise provided in the Certificate of Substantial
Completion.
9.8.5 The Certificate of Substantial Completion shall be
submitted to the [TEXT DELETED] Contractor for [TEXT DELETED] its written
acceptance of responsibilities assigned to them in such Certificate. Upon such
acceptance and consent of surety, if any Upon Substantial Completion of the Work
, the Owner shall make payment of retainage applying to such Work or designated
portion thereof. such payment shall be adjusted for Work that is incomplete or
not in accordance with the requirements of the Contract Documents.
9.9 PARTIAL OCCUPANCY OR USE
9.9.1 The Owner may occupy or use any completed or partially
completed portion of the Work at any stage when such portion is designated by
separate agreement with the Contractor, provided such occupancy or use is
consented to by the insurer as required under Clause 11.4.1.5 and authorized by
public authorities having jurisdiction over the Work. Such partial occupancy or
use may commence whether or not the portion is substantially complete, provided
the Owner and Contractor have accepted in writing the responsibilities assigned
to each of them for payments, retainage, if any, security, maintenance, heat,
utilities, damage to the Work and insurance, and have agreed in writing
concerning the period for correction
<PAGE>
of the Work and commencement of warranties required by the Contract Documents.
When the Contractor considers a portion substantially complete, the Contractor
shall prepare and submit a list to the [TEXT DELETED] Owner [TEXT DELETED].
Consent of the Contractor to partial occupancy or use shall not be unreasonably
withheld. The stage of the progress of the Work shall be determined by written
agreement between the Owner and Contractor. [TEXT DELETED]
9.9.2 Immediately prior to such partial occupancy or use, the
own, and Contractor [TEXT DELETED] shall jointly inspect the area to be occupied
or portion of the Work to be used in order to determine and record the condition
of the Work.
9.9.3 Unless otherwise agreed upon, partial occupancy or use of
a portion or portions of the Work shall not constitute acceptance of Work not
complying with the requirements of the Contract Documents.
9.10 FINAL COMPLETION AND FINAL PAYMENT
9.10.1 [TEXT DELETED]
9.10.2 neither final payment nor any remaining retained
percentage shall become due until the Contractor submits to the [TEXT DELETED]
Owner (1) an affidavit that payrolls, bills for materials and equipment, and
other indebtedness connected with the Work for which the Owner or the Owner's
property might be responsible or encumbered (less amounts withheld by Owner)
have been paid or otherwise satisfied, (2) a certificate evidencing that
insurance required by the Contract Documents to remain in force after final
payment is currently in effect and will not be canceled or allowed to expire
until at lease 30 days' prior written notice has been given to the Owner, (3) a
written statement that the Contractor knows of no substantial reason that the
insurance will not be renewable to cover the period required by the Contract
Documents, (4) consent of surety, if any, to final payment and (5), if required
by the Owner, other data establishing payment or satisfaction of obligations,
such as receipts, releases and waivers of liens, claims, security interests or
encumbrances arising out of the Contract, to the extent and in such form as may
be designated by the Owner. If a Subcontractor refuses to furnish a release or
waiver
<PAGE>
required by the Owner, the Contractor may furnish a bond satisfactory to the
Owner to indemnify the Owner against such lien. If such lien remains unsatisfied
after payments are made, the Contractor shall refund to the Owner all money that
the Owner may be compelled to pay in discharging such lien, including all costs
and reasonable attorneys' fees.
9.10.3 If, after Substantial Completion of the Work, final
completion thereof is materially delayed through no fault of the Contractor or
by issuance of Change Orders affecting final completion, [TEXT DELETED] the
Owner shall, upon application by the Contractor [TEXT DELETED], and without
terminating the Contract, make payment of the balance due for that portion of
the Work fully completed and accepted. If the remaining balance for Work not
fully completed or corrected is less than retainage stipulated in the Contract
Documents, and if bonds have been furnished, the written consent of surety to
payment of the balance due for that portion of the Work fully completed and
accepted shall be submitted by the [TEXT DELETED] Contractor to the [TEXT
DELETED] Owner prior to [DELETE- certification of] such payment. Such payment
shall be made under terms and conditions governing final payment, except that it
shall not constitute a waiver of claims.
9.10.4 The making of final payment shall constitute a waiver of
Claims by the Owner except those arising from:
.1 liens, Claims, security interests or encumbrances arising out of
the Contract and unsettled;
.2 failure of the Work to comply with the requirements of the
Contract Documents; or
.3 terms of special warranties required by the Contract Documents.
<PAGE>
.4 Acceptance of final payment by the Contractor, a Subcontractor or
material supplier shall constitute a waiver of claims by that
payee except those previously made in writing and identified by
that payee as unsettled at the time of final Application for
Payment.
10. PROTECTION OF PERSONS AND PROPERTY
10.1 SAFETY PRECAUTIONS AND PROGRAMS
10.1.1 The Contractor shall be responsible for initiating,
maintaining and supervising all safety precautions and programs in connection
with the performance of the Contract.
10.2 SAFETY OF PERSONS AND PROPERTY
10.2.1 The Contractor shall take reasonable precautions for
safety of, and shall provide reasonable protection to prevent damage, injury or
loss to:
10.2.1.1 employees on the Work and other persons who may
be affected thereby;
10.2.1.2 the Work and materials and equipment to be
incorporated therein, whether in storage on or off the site, under care, custody
or control of the Contractor or the Contractor's Subcontractors or
Sub-Subcontractors; and
10.2.1.3 other property at the site or adjacent thereto,
such as trees, shrubs, lawns, pavements, roadways, structures and utilities not
designated for removal, relocation or replacement in the course of construction.
10.2.2 The Contractor shall give notices and comply with
applicable laws, ordinances, rules, regulations and lawful orders of public
authorities
<PAGE>
bearing on safety of persons or property or their protection from damage, injury
or loss.
10.2.3 The Contractor shall erect and maintain, as required by
existing conditions and performance of the Contract, reasonable safeguards for
safety and protection, including posting danger signs and other warnings against
hazards, promulgating safety regulations and notifying owners and users of
adjacent sites and utilities.
10.2.4 When use or storage of explosives or other hazardous
materials or equipment or unusual methods are necessary for execution of the
Work, the Contractor shall exercise utmost care and carry on such activities
under supervision of properly qualified personnel.
10.2.5 The Contractor shall promptly remedy damage and loss
(other than damage or loss insured under property insurance required by the
Contract Documents ) to property referred to in Clauses 10.2.1.2 and 10.2.1.3
caused in whole or in part by the Contractor, a Subcontractor, a
Sub-Subcontractor, or anyone directly or indirectly employed by any of them, or
by anyone for whose acts they may be liable and for which the Contractor is
responsible under Clauses 10.2.1.2 and 10.2.1.3 except damage or loss
attributable to acts or omissions of the Owner or Architect or anyone directly
or indirectly employed by either of them, or by anyone for whose acts either of
them may be liable, and not attributable to the fault or negligence of the
Contractor. The foregoing obligations of the Contractor are in addition to the
Contractor's obligations under Paragraph 3.18.
10.2.6 The Contractor shall designate a responsible member of
the Contractor's organization at the site whose duty shall be the prevention of
accidents. This person shall be the Contractor's superintendent unless otherwise
designated by the Contractor in [TEXT DELETED] writing to the Owner [TEXT
DELETED].
10.2.7 The Contractor shall not load or permit any part of the
construction or site to be loaded so as to endanger its safety.
<PAGE>
10.3 HAZARDOUS MATERIALS
10.3.1 If reasonable precautions will be inadequate to prevent
foreseeable bodily injury or death to persons resulting from a material or
substance, including but not limited to asbestos or polychlorinated biphenyl
(PCB), encountered on the site by the Contractor, the Contractor shall, upon
recognizing the condition, immediately stop Work in the affected area and report
the condition to the Owner [TEXT DELETED] in writing.
10.3.2 [TEXT DELETED]
10.3.3 [TEXT DELETED]
10.4 The Owner shall not be responsible [TEXT DELETED] for materials
and substances brought to the site by the Contractor unless such materials or
substances were required by the Contract Documents.
10.5 If, without negligence on the part of the Contractor, the
Contractor is held liable for the cost of remediation of a hazardous material or
substance solely by reason of performing Work as required by the Contract
Documents, the Owner shall indemnify the Contractor for all cost and expense
thereby incurred.
10.6 EMERGENCIES
10.6.1 In an emergency affecting safety of persons or property,
the Contractor shall act, at the Contractor's discretion, to prevent threatened
damage, injury or loss. Additional compensation or extension of time claimed by
the Contractor on account of an emergency shall be determined as provided in
Paragraph 4.3 and Article 7.
11. INSURANCE AND BONDS
11.1 CONTRACTOR'S LIABILITY INSURANCE
<PAGE>
11.1.1 The Contractor shall purchase from and maintain in a
company or companies lawfully authorized to do business in the jurisdiction in
which the Project is located such insurance as will protect the Contractor and
Owner from claims set forth below which may arise out of or result from the
Contractor's operations under the Contract and for which the Contractor may be
legally liable, whether such operations be by the Contractor or by a
Subcontractor or by anyone directly or indirectly employed by any of them, or by
anyone for whose acts any of them may be liable:
.1 claims under workers' compensation, disability benefit and other
similar employee benefit acts which are applicable to the Work to
be performed;
.2 claims for damages because of bodily injury, occupational
sickness or disease, or death of the Contractor's employees;
.3 claims for damages because of bodily injury, sickness or disease,
death of any person other than the Contractor's employees;
.4 claims for damages insured by usual personal injury liability
coverage;
.5 claims for damages, other than to the Work itself, because of
injury to or destruction of tangible property, including loss of
use resulting therefrom;
.6 claims for damages because of bodily injury, death of a person or
property damage arising out of ownership, maintenance or use of a
motor vehicle;
.7 claims for bodily injury or property damage arising out of
completed operations; and
.8 claims involving contractual liability insurance applicable to
the Contractor's obligations under Paragraph 3.18.
<PAGE>
11.1.2 The insurance required by Subparagraph 11.1.1 shall be
written for not less than limits of liability specified in the Contract
Documents or required by law, whichever coverage is greater. Coverages, whether
written on an occurrence or claims-made basis, shall be maintained without
interruption from date of commencement of the Work until date of final payment
and termination of any coverage required to be maintained after final payment.
11.1.3 Certificates of insurance acceptable to the Owner shall
be filed with the Owner prior to commencement of the Work. These certificates
and the insurance policies required by this Paragraph 11.1 shall contain a
provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least 30 days' prior written notice has been given to
the Owner. If any of the foregoing insurance coverages are required to remain in
force after final payment and are reasonably available, an additional
certificate evidencing continuation of such coverage shall be submitted with the
final Application for Payment as required by Subparagraph 9.10.2. Information
concerning reduction of coverage on account of revised limits or claims paid
under the General Aggregate, or both, shall be furnished by the Contractor with
reasonable promptness in accordance with the Contractor's information and
belief.
11.2 OWNER'S LIABILITY INSURANCE
11.2.1 The Owner shall be responsible for purchasing and
maintaining the Owner's usual liability insurance.
11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE
11.3.1 Optionally, the Owner may require the Contractor to
purchase and maintain Project Management Protective Liability insurance from the
Contractor's usual sources as primary coverage for the Owner's, Contractor's and
Architect's vicarious liability for construction operations under the Contract.
Unless otherwise required by the Contract Documents, the Owner shall reimburse
the Contractor by increasing the Contract Sum to pay the cost of purchasing and
maintaining such optional insurance coverage, and the Contractor shall not be
responsible
<PAGE>
for purchasing any other liability insurance on behalf of the Owner.
The minimum limits of liability purchased with such coverage shall be equal to
the aggregate of the limits required for Contractor's Liability Insurance under
Clauses 11.1.1.2 through 11.1.1.5.
11.3.2 To the extent damages are covered by Project management
Protective Liability insurance, the Owner, Contractor and Architect waive all
rights against each other for damages, except such rights as they may have to
the proceeds of such insurance. The policy shall provide for such waivers of
subrogation by endorsement or otherwise.
11.3.3 The Owner shall not require the Contractor to include the
Owner, Architect or other persons or entities as additional insureds on the
Contractor's Liability Insurance coverage under Paragraph 11.1.
11.4 PROPERTY INSURANCE
11.4.1 Unless otherwise provided, the Owner shall purchase and
maintain, in a company or companies lawfully authorized to do business in the
jurisdiction in which the Project is located, property insurance written on a
builder's risk "all-risk" or equivalent policy form in the amount of the initial
Contract Sum, plus value of subsequent Contract modifications and cost of
materials supplied or installed by others, comprising total value for the entire
Project at the site on a replacement cost basis without optical deductibles.
Such property insurance shall be maintained, unless otherwise provided in the
Contract Documents or otherwise agreed in writing by all persons and entities
who are beneficiaries of such insurance, until final payment has been made as
provided in Paragraph 9.10 or until no person or entity other than the Owner has
an insurable interest in the property required by this Paragraph 11.4 to be
covered, whichever is later. This insurance shall include interests of the
Owner, the Contractor, Subcontractors, and Sub-subcontractors in the Project.
11.4.1.1 Property insurance shall be on an "all-risk" or
equivalent policy form and shall include, without limitation, insurance against
the perils of fire (with extended coverage) and physical loss or damage
including,
<PAGE>
without duplication of coverage, theft, vandalism, malicious mischief, collapse,
earthquake, flood, windstorm, falsework, testing and startup, temporary
buildings and debris removal including demolition occasioned by enforcement of
any applicable legal requirements, and shall cover reasonable compensation for
Architect's and Contractor's services and expenses required as a result of such
insured loss.
11.4.1.2 If the Owner does not intend to purchase such
property insurance required by the Contract and with all of the coverages in the
amount described above, the Owner shall so inform the Contractor in writing
prior to commencement of the Work. The Contractor may then effect insurance
which will protect the interests of the contractor, Subcontractors and Sub-
subcontractors in the Work, and by appropriate Change Order the cost thereof
shall be charged to the Owner. If the Contractor is damaged by the failure or
neglect of the Owner to purchase or maintain insurance as described above,
without so notifying the Contractor in writing, then the Owner shall bear all
reasonable costs properly attributable thereto.
11.4.1.3 If the property insurance requires deductibles,
the Owner shall pay costs not covered because of such deductibles.
11.4.1.4 This property insurance shall cover portions of
the Work stored off the site, and also portions of the Work in transit.
11.4.1.5 Partial occupancy or use in accordance with
Paragraph 9.9 shall not commence until the insurance company or companies
providing property insurance have consented to such partial occupancy or use by
endorsement or otherwise. The Owner and the Contractor shall take reasonable
steps to obtain consent of the insurance company or companies and shall, without
mutual written consent, take no action with respect to partial occupancy or use
that would cause cancellation, lapse or reduction of insurance.
11.4.2 Boiler and Machinery Insurance. The Owner shall purchase
and maintain boiler and machinery insurance required by the Contract Document or
by law, which shall specifically cover such insured objects during installation
and until final acceptance by the Owner, this insurance shall include
<PAGE>
interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the
Work, and the Owner and Contractor shall be named insureds.
11.4.3 Loss of Insurance. The Owner, at the Owner's option, may
purchase and maintain such insurance as will insure the Owner against loss of
use of the Owner's property due to fire or other hazards, however caused. The
Owner waives all rights of action against the Contractor for loss of use of the
Owner's property, including consequential losses due to fire or other hazards
however caused.
11.4.4 If the Contractor requests in writing that insurance for
risks other than those described herein or other special causes of loss be
included in the property insurance policy, the Owner shall, if possible, include
such insurance, and the cost thereof shall be charged to the Contractor by
appropriate Change Order.
11.4.5 If during the Project construction period the Owner
insures properties, real or personal or both, at or adjacent to the site by
property insurance under policies separate from those insuring the Project, or
if after final payment property insurance is to be provided on the completed
Project through a policy or policies other than those insuring the Project
during the construction period, the Owner shall waive all rights in accordance
with the terms of Subparagraph 11.4.7 for damages caused by fire or other causes
of loss covered by this separate property insurance. All separate policies shall
provide this waiver of subrogation by endorsement or otherwise.
11.4.6 Before an exposure to loss may occur, the Owner shall
file with the Contractor a copy of each policy that includes insurance coverages
required by this Paragraph 11.4. Each policy shall contain all generally
applicable conditions, definitions, exclusions and endorsements related to this
Project. Each policy shall contain a provision that the policy will not be
canceled or allowed to expire, and that its limits will not be reduced, until at
least 30 days' prior written notice has been given to the Contractor.
11.4.7 Waivers of Subrogation. The Owner and Contractor waive
all rights against (1) each other and any of their subcontractors, sub-subcon-
<PAGE>
tractors, agents and employees, each of the other, and (2) the Architect,
Architect's consultants, separate contractors described in Article 6, if any,
and any of their subcontractors, sub-subcontractors, agents and employees, for
damages caused by fire or other causes of loss to the extent covered by property
insurance obtained pursuant to this Paragraph 11.4 or other property insurance
applicable to the Work, except such rights as they have to proceeds of such
insurance held by the Owner as fiduciary. The Owner or Contractor, as
appropriate, shall required of the Architect, Architect's consultants, separate
contractors described in Article 6, if any, and the subcontractors, sub-
subcontractors, agents and employees of any of them, by appropriate agreements,
written where legally required for validity, similar waivers each in favor of
other parties enumerated herein. the policies shall provide such waivers of
subrogation by endorsement or otherwise. A waiver of subrogation shall be
effective as to a person or entity even though that person or entity would
otherwise have a duty of indemnification, contractual or otherwise, did not pay
the insurance premium directly or indirectly, and whether or not the person or
entity had an insurable interest in the property damaged.
11.4.8 A loss insured under Owner's property insurance shall be
adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary
for the insureds, as their interests may appear, subject to requirements of any
applicable mortgagee clause and of Subparagraph 11.4.10. The Contractor shall
pay Subcontractors their just shares of insurance proceeds received by the
Contractor, and by appropriate agreements, written where legally required for
validity, shall require Subcontractors to make payments to their Sub-
subcontractors in similar manner.
11.4.9 If required in writing by a party in interest, the Owner
as fiduciary shall, upon occurrence of an insured loss, give bond for proper
performance of the Owner's duties. The cost of required bonds shall be charged
against proceeds received as fiduciary. The Owner shall deposit in a separate
account proceeds so received, which the Owner shall distribute in accordance
with such agreement as the parties in interest may reach, or in accordance with
an arbitration award in which case the procedure shall be as provided in
Paragraph 4.6. If after such loss not other special agreement is made and unless
the Owner terminates the Contract for conve-
<PAGE>
nience, replacement of damaged property shall be performed by the Contractor
after notification of a Change in the Work in accordance with Article 7.
11.4.10 The Owner as fiduciary shall have power to adjust and
settle a loss with insurers unless one of the parties in interest shall object
in writing within five days after occurrence of loss to the Owner's exercise of
this power, if such objection is made, the dispute shall be resolved as provided
in Paragraphs 4.5 and 4.6. The Owner as fiduciary shall, in the case of
arbitration, make settlement with insurers in accordance with directions of the
arbitrators. If distribution of insurance proceeds by arbitration is required,
the arbitrators will direct such distribution.
11.5 PERFORMANCE BOND AND PAYMENT BOND
11.5.1 The Owner shall have the right to require the Contractor
to furnish bonds covering faithful performance of the Contract and payment of
obligations arising thereunder as stipulated in bidding requirements or
specifically required in the Contract Documents on the date of execution of the
Contract.
11.5.2 Upon the request of any person or entity appearing to be
a potential beneficiary of bonds covering payment of obligations arising under
the Contract, the Contractor shall promptly furnish a copy of the bonds or shall
permit a copy to be made.
12. UNCOVERING AND CORRECTION OF WORK
12.1 UNCOVERING OF WORK
12.1.1 If a portion of the Work is covered contrary to the [TEXT
DELETED] requirements specifically expressed in the Contract Documents, it must,
if required in writing by the [TEXT DELETED] requirements specifically expressed
in the Contract Documents, it must, if required in writing by the [TEXT DELETED]
Owner be uncovered for the [TEXT DELETED] Owner's examination and be replaced at
the Contractor's expense without change in the Contract Time.
<PAGE>
12.1.2 If a portion of the Work has been covered with the [TEXT
DELETED] Owner has not specifically requested to examine prior to its being
covered, the [TEXT DELETED] Owner may request to see such Work and it shall be
uncovered by the Contractor. If such Work is in accordance with the Contract
Documents, costs of uncovering and replacement shall, by appropriate Change
Order, be at the Owner's expense. if such Work is not in accordance with the
Contract Documents, correction shall be at the Contractor's expense unless the
condition was caused by the Owner or a separate contractor in which event the
Owner shall be responsible for payment of such costs.
12.2 CORRECTION OF WORK
12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION
12.2.1.1 The Contractor shall promptly correct Work
reject by the [TEXT DELETED] Owner or failing to conform to the requirements of
the contract Documents, whether discovered before or after Substantial
Completion and whether or not fabricated, installed or completed. Costs of
correcting such rejected Work, including additional testing and inspections and
[TEXT DELETED] expenses made necessary thereby, shall be at the Contractor's
expense.
12.2.2 AFTER SUBSTANTIAL COMPLETION
12.2.2.1 In addition to the contractor's obligations
under Paragraph 3.5, if, within one year after the date of Substantial
Completion of the Work or designated portion thereof or after the date for
commencement of warranties established under Subparagraph 9.9.1, or by terms of
an applicable special warranty required by the Contract Documents, any of the
Work is found to be not in accordance with the requirements of the Contract
Documents, the Contractor shall correct it promptly after receipt of written
notice from the Owner to do so unless the Owner has previously given the
Contractor a written acceptance of such condition. The Owner shall give such
notice promptly after discovery of the condition. During the one-year period for
correction of Work, if the Owner fails to notify the contractor and give the
Contractor an opportunity to make the correction, the Owner waives the rights to
require correction by the Contractor and to make a claim for breach of
<PAGE>
warranty. If the Contractor fails to correct nonconforming Work within a
reasonable time during that period after receipt of notice from the Owner [TEXT
DELETED], the Owner may correct it in accordance with Paragraph 2.4.
12.2.2.2 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 performance of the Work.
12.2.2.3 [TEXT DELETED]
12.2.3 The Contractor shall remove from the site portions of the
Work which are not in accordance with the requirements of the Contract Documents
and are neither corrected by the Contractor nor accepted by the Owner.
12.2.4 The Contractor shall bear the cost of correcting
destroyed or damaged construction, whether completed or partially completed, of
the Owner or separate contractors caused by the Contractor's correction or
removal of Work which is not in accordance with the requirements of the Contract
Documents.
12.2.5 Nothing contained in this Paragraph 12.2 shall be
construed to establish a period of limitation with respect to other obligations
which the contractor might have under the Contract Documents. Establishment of
the one-year period for correction of Work as described in Subparagraph 12.2.2
relates only to the specific obligation of the contractor to correct the Work,
and has no relationship to the time within which the obligation to comply with
the Contract Documents may be sought to be enforced, nor to the time within
which proceedings may be commenced to establish the Contractor's liability with
respect to the Contractor's obligations other than specifically to correct the
Work.
12.3 ACCEPTANCE OF NONCONFORMING WORK
12.3.1 If the Owner prefers to accept Work which is not in
accordance with the requirements of the Contract Documents, the Owner may do so
instead of requiring its removal and correction, in which case the Contract Sum
will
<PAGE>
be reduced as appropriate and equitable. Such adjustment shall be effected
whether or not final payment has been made.
13. MISCELLANEOUS PROVISIONS
13.1 GOVERNING LAW
13.1.1 The Contract shall be governed by the law of the place
where the Project is located.
13.2 SUCCESSORS AND ASSIGNS
13.2.1 The Owner and Contractor respectively bind themselves,
their partners, successors, assigns and legal representatives to the other party
hereto and to partners, successors, assigns and legal representatives of such
other party in respect to covenants, agreements and obligations contained in the
Contract Documents. Except as provided in Subparagraph 13.2.2, neither party to
the Contract shall assign the Contract as a whole without written consent of the
other. If either party attempts to make such an assignment without such consent,
that party shall nevertheless remain legally responsible for all obligations
under the Contract.
13.2.2 The Owner may, without consent of the Contractor, assign
the Contract to an institutional lender providing construction financing for the
Project. In such event, the lender shall assume the Owner's rights and
obligations under the Contract Documents. The Contractor shall execute all
consents reasonably required to facilitate such assignment.
13.3 WRITTEN NOTICE
13.3.1 [TEXT DELETED]
13.4 RIGHTS AND REMEDIES
13.4.1 Duties and obligations imposed by the Contract Documents
and rights and remedies available thereunder shall be in addition to and not a
<PAGE>
limitation of duties, obligations, rights and remedies otherwise imposed or
available by law.
13.4.2 No action or failure to act by the Owner, [TEXT DELETED]
or Contractor shall constitute a waiver of a right or duty afforded them under
the Contract, nor shall such action or failure to act constitute approval of or
acquiescence in a breach thereunder, except as may be specifically agreed in
writing.
13.5 TESTS AND INSPECTIONS
13.5.1 Test, inspections and approvals of portions of the Work
required by the Contract Documents or by laws, ordinances, rules, regulations or
orders of public authorities having jurisdiction shall be made at an appropriate
time. Unless otherwise provided, the Contractor shall make arrangements of 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 [TEXT DELETED] Owner timely notice of when and where tests and
inspections are to be made so that the [TEXT DELETED] Owner may be present for
such procedures. The Owner shall bear costs of tests, inspections or approvals
which do not become requirements until after bids are received or negotiations
concluded.
13.5.2 If the [TEXT DELETED] Owner or public authorities having
jurisdiction determine that portions of the Work require additional testing,
inspection or approval not included under Subparagraph 13.5.1, the [TEXT
DELETED] Owner will, [TEXT DELETED] instruct the Contractor to make arrangements
for such additional testing, inspection or approval by an entity acceptable to
the Owner, and the Contractor shall give timely notice to the [TEXT DELETED]
Owner of when and where tests and inspections are to be made so that the [TEXT
DELETED] Owner may be present for such procedures. Such costs, except as
provided in Subparagraph 13.5.3, shall be at the Owner's expense.
13.5.3 If such procedures for testing, inspection or approval
under Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the Work
to comply with requirements established by the Contract Documents, all costs
made
<PAGE>
necessary by such failure including those of repeated procedures [TEXT DELETED]
shall be at the Contractor's expense.
13.5.4 Required certificates of testing, inspection or approval
shall, unless otherwise required by the contract Documents, be secured by the
Contractor and promptly delivered to the [TEXT DELETED] Owner.
13.5.5 If the [TEXT DELETED] Owner is to observe tests,
inspections or approvals required by the Contract Documents, the [TEXT DELETED]
Owner will do so promptly and, where practicable, at the normal place of
testing.
13.5.6 Tests or inspections conducted pursuant to the Contract
Documents shall be made promptly to avoid unreasonable delay in the Work.
13.6 INTEREST
13.6.1 [TEXT DELETED]
13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD
13.7.1 As between the Owner and Contractor:
.1 Before Substantial Completion. As to acts or failures to act
occurring prior to the relevant date of Substantial Completion,
any applicable statute of limitations shall commence to run and
any alleged cause of action shall be deemed to have accrued in
any and all events not later than such date of Substantial
Completion;
.2 Between Substantial Completion and Final Certificate for Payment.
As to acts or failures to act occurring subsequent to the
relevant date of Substantial Completion and prior to issuance of
the final Certificate for Payment, any applicable statute of
<PAGE>
limitations shall commence to run and any alleged cause of action
shall be deemed to have accrued in any and all events not later
than the date of issuance of the final Certificate for Payment;
and
.3 After Final Certificate of Payment. As to acts or failures to act
occurring after the relevant date of issuance of the final
Certificate for Payment, any applicable statute of limitations
shall commence to run and any alleged cause of action shall be
deemed to have accrued in any and all events not later than the
date of any act or failure to act by the Contractor pursuant to
any Warranty provided under Paragraph 3.5, the date of any
correction of the Work or any failure to correct the Work by the
Contractor under Paragraph 12.2, or the date of actual commission
of any other act or failure to perform any duty or obligation by
the Contractor or Owner, whichever occurs last.
14. TERMINATION OR SUSPENSION OF THE CONTRACT
14.1 TERMINATION BY THE CONTRACTOR
14.1.1 The Contractor may terminate the Contract if he Work is
stopped for a period of 30 consecutive days through no act or fault of the
Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or
any other persons or entities performing portions of the Work under direct or
indirect contract with the Contractor, for any of the following reasons:
.1 issuance of an order of a court or other public authority having
jurisdiction which requires all Work to be stopped;
.2 an act of government, such as a declaration of national emergency
which requires all Work to be stopped;
.3 [TEXT DELETED]
<PAGE>
.4 [TEXT DELETED]
14.1.2 The Contractor may terminate the Contract if, through no
act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their
agents or employees or any other persons or entities performing portions of the
Work under direct or indirect contract with the contractor, repeated
suspensions, delays or interruptions of the entire Work by the Owner as
described in Paragraph 14.3 constitute in the aggregate more that 100 percent of
the total number of days scheduled for completion, or 120 days in any 365-day
period, whichever is less.
14.1.3 If one of the reasons described in Subparagraph 14.1.1 or
14.1.2 exists, the Contractor may, upon seven days' written notice to the Owner
and Architect, terminate the Contract and recover from the Owner payment for
Work executed and for proven loss with respect to materials, equipment, tools,
and construction equipment and machinery, including reasonable overhead, profit
and damages.
14.1.4 If [TEXT DELETED] the Work is stopped for a period of 60
consecutive days through no act or fault of the Contractor or a Subcontractor or
their agents or employees or any other persons performing portions of the Work
under contract with the Contractor because the Owner has persistently failed to
fulfill the Owner's obligations under the Contract Documents with respect to
matters important to the progress of the Work, the Contractor may, upon seven
additional day's written notice of the Owner [TEXT DELETED], terminate the
Contract and recover from the Owner as provided in Subparagraph 14.1.3.
14.1.5 See ARTICLE 15.2.
14.2 TERMINATION BY THE OWNER FOR CAUSE
14.2.1 [TEXT DELETED]
.1 [TEXT DELETED]
.2 [TEXT DELETED]
<PAGE>
.3 [TEXT DELETED]
.4 [TEXT DELETED]
14.2.2 When any of the above reasons exist, the Owner, [TEXT
DELETED] may without prejudice to any other rights or remedies of the Owner and
after giving the contractor and the Contractor's surety, if any, seven days'
written notice, terminate employment of the Contractor and may, subject to any
prior right of the surety:
.1 [TEXT DELETED] take possession of the site and of all materials,
equipment, tools, and construction equipment and machinery
thereon owned by the Contractor;
.2 accept assignment of subcontracts pursuant to Paragraph 5.4; and
.3 finish the Work by whatever reasonable method the Owner may deem
expedient. Upon request of the Contractor, the Owner shall
furnish to the contractor a detailed accounting of the costs
incurred by the Owner in finishing the Work.
14.2.3 When the Owner terminates the Contract for one of the
reasons stated in Subparagraph 14.2.1, the Contractor shall not be entitled to
receive further payment until the Work is finished.
14.2.4 If the unpaid balance of the contract sum exceeds costs
of finishing the work, [TEXT DELETED] and other damages incurred by the Owner
and not expressly waived, such excess shall be paid to the Contractor. If such
costs and damages exceed the unpaid balance, the Contractor shall pay the
difference to the Owner. [TEXT DELETED]
<PAGE>
14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE
14.3.1 The Owner may, without cause, order the Contractor in
writing to suspend, delay or interrupt the Work in whole or in part for such
period of time as the Owner may determine.
14.3.2 The Contract Sum and Contract time shall be adjusted for
increases in the cost and time caused by suspension, delay or interruption as
described in Subparagraph 14.3.1. Adjustment of the Contract Sum shall include
profit. No adjustment shall be made to the extent:
.1 that performance is, was or would have been so suspended, delayed
or interrupted by another cause for which the Contractor is
responsible; or
.2 that an equitable adjustment is made or denied under another
provision of the Contract.
14.4 TERMINATION BY THE OWNER FOR CONVENIENCE
14.4.1 The Owner may, at any time, terminate the Contractor for
the Owner's convenience and without cause.
14.4.2 Upon receipt of written notice from the Owner of such
termination for the Owner's convenience, the Contractor shall:
.1 cease operations as directed by the Owner in the notice;
.2 take actions necessary, or that the Owner may direct, for the
protection and preservation of the Work; and
.3 except for Work directed to be performed prior to the effective
date of termination stated in the notice, terminate all existing
subcontracts and purchase orders and enter into no further
subcontracts and purchase orders.
<PAGE>
14.4.3 In case of such termination for the Owner's convenience,
the Contractor shall be entitled to receive payment for Work executed, and costs
incurred by reason of such termination, along with reasonable overhead and
profit on the Work not executed.
15. MISCELLANEOUS PROVISIONS
15.1 [TEXT DELETED] Article 4.6 relating to Arbitration shall only
apply to Claims involving a sum of less than $100,000. Any Claim involving a sum
of $100,000 or more may be subject to mediation and/or binding or non-binding
arbitration, but only upon the separate written agreement of Contractor and
Owner agreeing to such mediation or arbitration.
15.2 [TEXT DELETED]
15.3 Progress Payments under this Contract which are not paid within
thirty (30) days following the date on which such payments are due, are subject
to and will be charged a late fee of two percent (2%) per month on the unpaid
amount. See California Civil Code Section 3260.
15.4 If the Final Payment under this Contract is not paid within
forty-five (45) days following the date of completion, the unpaid amount will be
subject to a late fee of two percent (2%) per month on the unpaid amount. See
California Civil Code Section 3260.
15.5 Should any litigation be commenced by any party hereto with
respect to this Contract, the prevailing party shall be entitled to recover its
reasonable attorney's fees and all costs of suit.
<PAGE>
STANDARD FORM OF AGREEMENTS BETWEEN
OWNER AND DESIGN/BUILDER
AIA Document A191- Electronic Format
This document has important legal consequences: consultation with an attorney is
encouraged with respect to its completion or modification. Authentication of
this electronically drafted AIA document may be made by using AIA document D401.
Copyright 1985, (C) 1996 The American Institute of Architects, 1735 New York
Avenue, NW, Washington, DC 20006-5292. Reproduction of the material herein or
substantial quotation of its provisions without the written permission of the
AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution.
1996 EDITION
TABLE OF ARTICLES
PART 1 AGREEMENT
1. Design/Builder 6. Dispute Resolution - Mediation and Arbitration
2. Owner 7. Miscellaneous Provisions
3. Ownership and Use of 8. Termination of the Agreement
Documents and 9. Basis of Compensation
Electronic Data 10. Other Conditions and Services
4. Time
5. Payments
PART 2 AGREEMENT
1. General Provisions 8. Changes in the Work
2. Owner 9. Correction of Work
3. Design/Builder 10. Dispute Resolution - Mediation and Arbitration
4. Time 11. Miscellaneous Provisions
5. Payments 12. Termination of the Agreement
6. Protection of Persons 13. Basis of Compensation
and Property 14. Other Conditions and Services
7. Insurance and Bonds
<PAGE>
STANDARD FORM OF AGREEMENTS BETWEEN
OWNER AND DESIGN/BUILDER
AIA Document A191 - Electronic Format
This document comprises two separate Agreements: Part 1 Agreement and Part 2
Agreement. Before executing the Part 1 Agreement, the parties should reach
substantial agreement on the Part 2 Agreement. To the extent referenced in these
Agreements, subordinate parallel agreements to A191 consist of AIA Document
A491, Standard Form of Agreements Between Design/Builder and Contractor, and AIA
Document B901, Standard Form of Agreements Between Design/Builder and Architect.
PART 1 AGREEMENT
1996 EDITION
AGREEMENT
made as of the 14 day of June in the year of 1999
(In words, indicate day, month and year.)
BETWEEN the Owner:
(Name and Address)
NaviSite, Inc.
100 Brickstone Square
Andover, MA 01810
The Owner is a Delaware corporation.
The Owner hereby represents and warrants to Design/Builder that Owner is a
lessee of the real property at which the Work is to be performed and that the
name and address of the fee simple is: Carr America Realty Corporation, 1810
Gateway Drive, Suite 150, San Mateo, CA 94404
and the Design/Builder:
(Name and Address)
XL CONSTRUCTION, a California Corporation
<PAGE>
1500 Berger Drive
San Jose, CA 95112-2703
License No. 64780
For the following Project:
(Include Project name, location and a summary description.)
NaviSite Zanker Road Data Center, a 66,000 s.f. Design/Builder Internet data
center
2720 Zanker Road
San Jose, CA 95134
The architectural services described in Article I will be provided by the
following person or entity who is lawfully licensed to practice architecture:
<TABLE>
<CAPTION>
(Name and address) (Registration Number) (Relationship to Design/Builder)
<S> <C> <C>
Dowler Gruman Associates,
550 Ellis St., Mountain View, CA 94043 Architect
</TABLE>
Normal structural, mechanical and electrical engineering services will be
provided contractually through the Architect except as indicated below:
<TABLE>
<CAPTION>
(Name, address and discipline) (Relationship to Design/Builder)
<S> <C>
Structural Engineers, Inc., 4970 El Camino Real #100,
Los Altos, CA 94022-1461 Structural Engineer
</TABLE>
The name and address of the Construction Lender is:
None
The Owner and the Design/Builder agree as set forth below.
<PAGE>
TERMS AND CONDITIONS - PART 1 AGREEMENT
ARTICLE 1
DESIGN/BUILDER
1.1 SERVICES
1.1.1 Preliminary design, budget, and schedule comprise the services required
to accomplish the preparation and submission of the Design/Builder's Proposal as
well as the preparation and submission of the Design/Builder's Proposal as well
as the preparation and submission of any modifications to the Proposal prior to
execution of the Part 2 Agreement.
1.2 RESPONSIBILITIES
1.2.1 Design services required by this Part 1 Agreement shall be performed by
qualified architects and other design professionals. The contractual obligations
of such professional persons or entities are undertaken and performed in the
interest of the Design/Builder.
1.2.2 The agreements between the Design/Builder and the persons or entities
identified in this Part 1 Agreement, and any subsequent modifications, shall be
in writing. These agreements, including financial agreements with respect to
this Project, shall be promptly and fully disclosed to the Owner upon request.
1.2.3 Construction budgets shall be prepared by qualified professionals, cost
estimators or contractors employed, or, retained by and acting in the interest
of the Design/Builder.
1.2.4 The Design/Builder shall be responsible to the Owner for acts and
omissions of the Design/Builder's employees, subcontractors and their agents and
employees, and other persons, including the Architect and other design
professionals, performing any portion of the Design/Builder's obligations under
this Part 1 Agreement.
1.2.5 If the Design/Builder believes or is advised by the Architect or by
another design professional retained to provide services on the Project that
implementation of
<PAGE>
any instruction received from the Owner would cause a violation of any
applicable law, the Design/Builder shall notify the Owner in writing. Neither
the Design/Builder nor the Architect shall be obligated to perform any act which
either believes will violate any applicable law.
1.2.6 Nothing contained in this Part 1 Agreement shall create a contractual
relationship between the Owner and any person or entity other than the
Design/Builder.
1.3 BASIC SERVICES
1.3.1 The Design/Builder shall provide a preliminary evaluation of the Owner's
program and project budget requirements, each in terms of the other.
1.3.2 The Design/Builder shall visit the site, become familiar with the local
conditions, and correlate observable conditions with the requirements of the
Owner's program, schedule and budget.
1.3.3 The Design/Builder shall review laws applicable to design and
construction of the Project; correlate such laws with the Owner's program
requirements; and advise the Owner if any program requirement may cause a
violation of such laws. Necessary changes to the Owner's program shall be
accomplished by appropriate written modification or disclosed as described in
Paragraph 1.3.5.
1.3.4 The Design/Builder shall review with the Owner alternative approaches to
design and construction of the Project.
1.3.5 The Design/Builder shall submit to the Owner a Proposal, including the
completed Preliminary Design Documents, a statement of the proposed contract
sum, and a proposed schedule for completion of the Project. Preliminary Design
Documents shall consist of preliminary design drawings, outline specifications
or other documents sufficient to establish the size, quality and character of
the entire Project, its architectural, structural, mechanical and electrical
systems and the materials and such other elements of the Project as may be
appropriate. Deviations from the
<PAGE>
Owner's program shall be disclosed in the Proposal. If the Proposal is accepted
by the Owner, the parties shall then execute the Part 2 Agreement. A
modification to the Proposal before execution of the Part 2 Agreement shall be
recorded in writing as an addendum and shall be identified in the Contract
Documents of the Part 2 Agreement.
1.4 ADDITIONAL SERVICES
1.4.1 The Additional Services described under this Paragraph 1.4 shall be
provided by the Design/Builder and paid for by the Owner if authorized or
confirmed in writing by the Owner.
1.4.2 Making revisions in the Preliminary Design Documents, budget or other
documents when such revisions are:
.1 inconsistent with approvals or instructions previously given by the
Owner, including revisions made necessary by adjustments in the
Owner's program or Project budget;
.2 required by the enactment or revision of codes, laws or regulations
subsequent to the preparation of such documents; or
.3 due to changes required as a result of the Owner's failure to render
decisions in a timely manner.
1.4.3 [TEXT DELETED] When authorized, the Design/Builder shall provide
professional services to assist the Owner in the preparation of the program.
Programming services may consist of:
.1 consulting with the Owner and other persons or entities not
designated in this Part 1 Agreement to define the program
requirements of the Project and to review the understanding of such
requirements with the Owner;
<PAGE>
.2 documentation of the applicable requirements necessary for the
various Project functions or operations;
.3 providing a review and analysis of the functional and organizational
relationships, requirements, and objectives for the Project;
.4 setting forth a written program of requirements for the Owner's
approval which summarizes the Owner's objectives, schedule,
constraints, and criteria.
1.4.4 Providing financial feasibility or other special studies.
1.4.5 Providing planning surveys, site evaluations, or comparative studies of
prospective sites.
1.4.6 Providing special surveys, environmental studies, and submissions
required for approvals of governmental authorities or others having jurisdiction
over the Project.
1.4.7 Providing services relative to future facilities, systems, and
equipment.
1.4.8 Providing services at the Owner's specific request to perform detailed
investigations of existing conditions or facilities or to make measured drawings
thereof.
1.4.9 Providing services at the Owner's specific request to verify the
accuracy of drawings or other information furnished by the Owner.
1.4.10 Coordinating services in connection with the work of separate persons
or entities retained by the Owner, subsequent to the execution of this Part 1
Agreement.
1.4.11 Providing analyses of owning and operating costs.
<PAGE>
1.4.12 Providing interior design and other similar services required for or in
connection with the selection, procurement or installation of furniture,
furnishings, and related equipment.
1.4.13 Providing services for planning tenant or rental spaces.
1.4.14 Making investigations, inventories of materials or equipment, or
valuations and detailed appraisals of existing facilities.
ARTICLE 2
OWNER
2.1 RESPONSIBILITIES
2.1 The Owner shall provide full information in a timely manner regarding
requirements for the Project, including a written program which shall set forth
the Owner's objectives, schedule, constraints and criteria.
2.1.2 The Owner shall establish and update an overall budget for the Project,
including reasonable contingencies. This budget shall not constitute the
contract sum.
2.1.3 The Owner shall designate a representative authorized to act on the
Owner's behalf with respect to the Project. The Owner or such authorized
representative shall render decisions in a timely manner pertaining to documents
submitted by the Design/Builder in order to avoid unreasonable delay in the
orderly and sequential progress of the Design/Builder's services. The Owner may
obtain independent review of the documents by a separate architect, engineer,
contractor, or cost estimator under contract to or employed by the Owner. Such
independent review shall be undertaken at the Owner's expense in a timely manner
and shall not delay the orderly progress of the Design/Builder's services.
2.1.4 [TEXT DELETED]
<PAGE>
2.1.5 [TEXT DELETED]
2.1.6 [TEXT DELETED]
2.1.7 [TEXT DELETED]
2.1.8 [TEXT DELETED]
2.1.9 [TEXT DELETED]
2.1.10 If the Owner requires the Design/Builder to maintain any special
insurance coverage, policy, amendment, or rider, the Owner shall pay the
additional cost thereof, except as otherwise stipulated in this Part 1
Agreement.
2.1.11 The Owner shall communicate with persons or entities employed or
retained by the Design/Builder through the Design/Builder, unless otherwise
directed by the Design/Builder.
ARTICLE 3
OWNERSHIP AND USE OF DOCUMENTS
AND ELECTRONIC DATA
3.1 [TEXT DELETED]
3.2 [TEXT DELETED]
3.3 [TEXT DELETED]
3.4 [TEXT DELETED]
ARTICLE 4
TIME
4.1 Upon the request of the Owner, the Design/Builder shall prepare a
schedule for the performance of the Basic and Additional Services which shall
not exceed the
<PAGE>
time limits contained in Paragraph 10.1 and shall include allowances for periods
of time required for the Owner's review and for approval of submissions by
authorities having jurisdiction over the Project.
4.2 If the Design/Builder is delayed in the performance of services under
this Part 1 Agreement through no fault of the Design/Builder, any applicable
schedule shall be equitably adjusted.
ARTICLE 5
PAYMENTS
5.1 [TEXT DELETED]
5.2 [TEXT DELETED] Payments for Basic Services, Additional Services, and
Reimbursable Expenses provided for in this Part 1 Agreement shall be made
monthly on the basis set forth in Article 9.
5.3 Within thirty [TEXT DELETED] (30) days of the Owner's receipt of a
properly submitted and correct Application for Payment, the Owner shall make
payment to the Design/Builder.
5.4 [TEXT DELETED] Amended. See 10.5.
ARTICLE 6
DISPUTE RESOLUTION - MEDIATION
AND ARBITRATION
6.1 Subject to Article 10.6, claims, disputes or other matters in question
between the parties to this Part 1 Agreement arising out of or relating to this
Part 1 Agreement or breach thereof shall be subject to and decided by [TEXT
DELETED] binding arbitration [TEXT DELETED]. Such arbitration shall be conducted
in accordance with the Construction Industry Arbitration Rules of the American
Arbitration Association currently in effect.
<PAGE>
6.2 [TEXT DELETED]
6.3 Demand for arbitration shall be filed in writing with the other party to
this Part 1 Agreement and with the American Arbitration Association. A demand
for arbitration shall be made within a reasonable time after the claim, dispute
or other matter in question has arisen. In no event shall the demand for
arbitration be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be
barred by the applicable statutes of repose or limitations.
6.4 An arbitration pursuant to this Paragraph may be joined with an
arbitration involving common issues of law or fact between the Design/Builder
and any person or entity with whom the Design/Builder has a contractual
obligation to arbitrate disputes. No other arbitration arising out of or
relating to this Part 1 Agreement shall include, by consolidation, joinder or in
any other manner, an additional person or entity not a party to this Part 1
Agreement or not a party to an agreement with the Design/Builder, except by
written consent containing a specific reference to this Part 1 Agreement signed
by the Owner, the Design/Builder and all other persons or entities sought to be
joined. Consent to arbitration involving an additional person or entity shall
not constitute consent to arbitration of any claim, dispute or other matter in
question not described in written consent or with a person or entity not named
or described therein. The foregoing agreement to arbitrate and other agreements
to arbitrate with an additional person or entity duly consented to by the
parties to this Part 1 Agreement shall be specifically enforceable in accordance
with applicable law in any court having jurisdiction thereof.
6.5 The award rendered by the arbitrator or arbitrators shall be final, and
judgment may be entered upon it in accordance with applicable law in any court
having jurisdiction thereof. Amended by Article 10.6.
ARTICLE 7
MISCELLANEOUS PROVISIONS
7.1 Unless otherwise provided, this Part 1 Agreement shall be governed by the
law of the place where the Project is located.
<PAGE>
7.2 The Owner and the Design/Builder, respectively, bind themselves, their
partners, successors, assigns and legal representatives to the other party to
this Part 1 Agreement and to the partners, successors and assigns of such other
party with respect to all covenants of this Part 1 Agreement. [TEXT DELETED]
Design/Builder shall not assign this Part 1 Agreement without the written
consent of the other. Design/Builder acknowledges that execution by CMGI, Inc.
of the form of Guaranty attached here to satisfies the requirements that proper
financial arrangements are in place with respect to the owner regarding this
agreement.
7.3 Unless otherwise provided, neither the design for nor the cost of
remediation of hazardous materials shall be the responsibility of the
Design/Builder.
7.4 This Part 1 Agreement represents the entire and integrated agreement
between the Owner and the Design/Builder and supersedes all prior negotiations,
representations or agreements, either written or oral. This Part 1 Agreement
may be amended only by written instrument signed by both the Owner and the
Design/Builder.
7.5 Prior to the termination of the services of the Architect or any other
design professional designated in this Part 1 Agreement, the Design/Agreement
shall identify to the Owner in writing another architect or design professional
with respect to whom the Owner has no reasonable objection, who will provide the
services originally to have been provided by the Architect or other design
professional whose services are being terminated.
ARTICLE 8
TERMINATION OF THE AGREEMENT
8.1 This Part 1 Agreement may be terminated by either party upon seven (7)
days' written notice should the other party fail to perform substantially in
accordance with its terms through no fault of the party initiating the
termination.
8.2 This Part 1 Agreement may be terminated by the Owner without cause upon at
least seven (7) days' written notice to the Design/Builder.
<PAGE>
8.3 In the event of termination not the fault of the Design/Builder, the
Design/Builder shall be compensated for services performed to the termination
date, together with Reimbursable Expenses the due and Termination Expenses.
Termination Expenses are expenses directly attributable to termination,
including a reasonable amount for overhead and profit, for which the
Design/Builder is not otherwise compensated under this Part 1 Agreement.
ARTICLE 9
BASIC OF COMPENSATION
9.1 COMPENSATION FOR BASIC SERVICES
9.1.1 [TEXT DELETED]
9.1.2 [TEXT DELETED]
9.1.3 [TEXT DELETED]
9.2 COMPENSATION FOR ADDITIONAL SERVICES
9.2.1 [TEXT DELETED]
9.3 REIMBURSABLE EXPENSES
9.3.1 [TEXT DELETED]
9.3.2 [TEXT DELETED]
9.4 [TEXT DELETED]
9.5 INTEREST PAYMENTS
9.5.1 [TEXT DELETED] See Article 10.5
<PAGE>
(Usury laws and requirements under the Federal truth in Lending Act, similar
state and local consumer credit laws and other regulations at the Owner's and
Design/Builder's principal places of business at the location of the Project and
elsewhere may affect the validity of this provision. Specific legal advice
should be obtained with respect to deletion, modification or other requirements,
such as written disclosures or waivers)
9.6 [TEXT DELETED]
9.7 [TEXT DELETED]
ARTICLE 10
OTHER CONDITIONS AND SERVICES
10.1 The Basic Services to be performed shall be commenced on and, subject to
authorized adjustments and to delays not caused by the Design/Builder, shall be
completed, in accordance with the Project Schedule, Exhibit "C" dated 6/22/99.
The Design/Builder's Basic Services consist of those described in Paragraph 1.3
as part of Basic Services, and include normal professional engineering and
preliminary design services, unless otherwise indicated.
10.2 Services beyond those described in Paragraph 1.4 are as follows:
(insert descriptions of other services, identify Additional Services indicated
within Basic Compensation and modifications to the payment and compensation
terms included in this Agreement)
10.3 The Owner's preliminary program, budget, and other documents, if any, are
enumerated as follows:
Title: Date:
10.4 Should any litigation be connected by any party hereto with respect to
this Agreement, the prevailing party shall be entitled to recover its reasonable
attorneys' fees and all cost of suit.
10.5 Article 5.4 shall read as follows: Payments due the Design/Builder under
this Part 1 Agreement which are not paid with in thirty (30) days following the
date on which such payments are due, are subject to and will be charged a late
fee of two percent (2%) per month on the unpaid amount. See California Civil
Code 3260.1.
<PAGE>
10.6 Article 6 relating to arbitration shall only apply to claims or disputes
involving a sum of less than $50,000. Any claim or dispute involving a sum of
$50,000 or more may be subject to arbitration, binding or non-binding, but only
upon the separate written agreement of Owner and Design/Builder agreeing to such
arbitration.
10.7 Contractors are required by law to be licensed and regulated by the
Contractors' State License Board which has jurisdiction to investigate
complaints against contractors if a complaint regarding a patent act or omission
is filed within four years of the date of the alleged violation. A complaint
regarding a latent act or omission pertaining to structural defects must be
filed within 10 years of the date of the alleged violation. Any question
concerning a contractor may be referred to the Registrar, Contractors' State
License Board, P.O. Box 2600, Sacramento, California 95826.
This Agreement entered into as of the day and year first written above.
OWNER DESIGN/BUILDER
/s/ Kenneth W. Hale /s/ Eric Raff
----------------------------------------- -----------------------------------
(Signature) (Signature)
Kenneth W. Hale CFO Date: 11/11/99 Eric Raff, President Date: 9/27/99
----------------------------------------- -----------------------------------
(Printed name and title) (Printed name and title)
<PAGE>
Standard Form of Agreements Between
Owner and Design/Builder
AIA Document A191 - Electronic Format
This document comprises two separate Agreements Part I Agreement and Part 2
Agreement. Before executing the Part I Agreement, the parties should reach
substantial agreement on the Part 2 Agreements. To the extent referenced in
these Agreements, subordinate parallel agreements to A191 consists of AIA
Documents A491, Standard Form of Agreement Between Design/Builder and
Contractor, and AIA Documents B901, Standard Form of Agreement Between
Design/Builder and Architect.
PART 2 AGREEMENT
1996 EDITION
--------------------------------------------------------------------------------
AGREEMENT
made as of the 14th day of July in the year of 1999
(In words, indicate day, month and year.)
BETWEEN the Owner:
(Name and address)
NaviSite, Inc.
300 Federal St.
Andover, MA 01810
The Owner is a Delaware Corporation.
The Owner hereby represents and warrants to Design/Builder that Owner is a
lessee of the real property at which the Work is to be performed and that the
name and address of the owner of the fee simple is:
<PAGE>
Carr America Realty Corporation
1819 Gateway Drive, Suite 150
San Mateo, CA 94404
and the Design/Builder:
(Name and address)
XL CONSTRUCTION, a California corporation
1500 Berger Drive
San Jose, CA 95112-2703
License No. 647480
For the following Project:
(Include Project name, location and a summary description)
NaviSite Zanker Road Data Center, a 66,000 s.f. Design/build internet data
center
2720 Zanker Road
San Jose, CA 95134
The architectural services described in Article 3 will be provided by the
following person or entity who is lawfully licensed to practice architecture:
(Name and address) (Registration Number) (Relationship to Design/Builder)
Dowler Gruman Associates
550 Ellis St.
Mountain View, CA 94043 Architect
Normal structural, mechanical and electrical engineering services will be
provided contractually through the Architect except as indicated below:
(Name, address and discipline)
Structural Engineers, Inc., 4970 El Camino Real #100, Los Altos, CA 94022-1461
The Owner and the Design/Builder agree as set forth below.
<PAGE>
--------------------------------------------------------------------------------
TERMS AND CONDITIONS -- PART 2 AGREEMENT
--------------------------------------------------------------------------------
ARTICLE 1
GENERAL PROVISIONS
1.1 BASIC DEFINITIONS
1.1.1 The Contract Documents consist of the Part I Agreement to the extent not
modified by this Part 2 Agreement, this Part 2 Agreement, the Design/Builder's
Proposal and written addenda to the Proposal identified in Article 14, the
Construction Documents approved by the Owner in accordance with Subparagraph
3.2.3 and Modifications issued after execution of this Part 2 Agreement. A
Modification is a Change Order or a written amendment to this Part 2 Agreement
signed by both parties, or a Construction Change Directive issued by the Owner
in accordance with Paragraph 8.3.
1.1.2 The term "Work" means the construction and services provided by the
Design/Builder to fulfill the Design/Builder's obligations.
1.2 EXECUTION, CORRELATION AND INTENT
1.2.1 It is the intent of the Owner and Design/Builder that the Contract
Documents include all items necessary for proper execution and completion of the
Work. The Contract Documents are complementary, and what is required by one
shall be as binding as if required by all; performance by the Design/Builder
shall be required only to the extent consistent with and reasonably inferable
from the Contract Documents as being necessary to produce the intended results.
Words that have well-known technical or construction industry meanings are used
in the Contract Documents in accordance with such recognized meanings.
<PAGE>
1.2.2 If the Design/Builder believes or is advised by the Architect or by
another design professional retained to provide services on the Project that
implementation of any Instruction received from the Owner would cause a
violation of any applicable law, the Design/Builder, shall notify the Owner in
writing. Neither the Design/Builder nor the Architect shall be obligated to
perform any act which either believes will violate any applicable law.
1.2.3 Nothing contained in this Part 2 Agreement shall create a contractual
relationship between the Owner and any person or entity other than the
Design/Builder.
1.3 OWNERSHIP AND USE OF DOCUMENTS
1.3.1 [TEXT DELETED]
1.3.2 [TEXT DELETED]
1.3.3 [TEXT DELETED]
1.3.4 [TEXT DELETED]
ARTICLE 2
OWNER
2.1 The Owner shall designate a representative authorized to act on the
Owner's behalf with respect to the Project. The Owner or such authorized
representative shall examine documents submitted by the Design/Builder and shall
render decisions in a timely manner and in accordance with the schedule accepted
by the Owner. The Owner may obtain independent review of the Contract Documents
by a separate architect, engineer, contractor, or cost estimator under contract
to or employed by the Owner. Such independent review shall be undertaken at the
Owner's expense in a timely manner and shall not delay the orderly progress of
the Work.
2.2 The Owner may appoint an on-site project representative to observe the
Work and to have such other responsibilities as the Owner and Design/Builder
agree in writing.
<PAGE>
2.3 The Owner shall cooperate with the Design/Builder in securing building and
other permits, licenses and inspections. The Owner shall not be required to pay
the fees for such permits, licenses and inspections unless the cost of such fees
is excluded from the Design/Builder's Proposal.
2.4 [TEXT DELETED]
2.5 [TEXT DELETED]
2.6 [TEXT DELETED]
2.7 [TEXT DELETED]
2.8 [TEXT DELETED]
2.9 If the Owner observes or otherwise becomes aware of a fault or defect in
the Work or noncomformity with the Design/Builder's Proposal or the Construction
Documents, the Owner shall give prompt written notice thereof to the
Design/Builder.
2.10 [TEXT DELETED] The Owner shall at the request of the Design/Builder upon
execution of this Part 2 Agreement furnish to the Design/Builder the form of
guaranty attached hereto excecuted by CMGI, Inc.
2.11 The Owner shall communicate with persons or entities employed or retained
by the Design/Builder through the Design/Builder, unless otherwise directed by
the Design/Builder.
ARTICLE 3
DESIGN/BUILDER
3.1 SERVICES AND RESPONSIBILTIES
<PAGE>
3.1.1 Design services required by this Part 2 Agreement shall be performed by
qualified architects and other design professionals. The contractual
obligations of such professional persons or entities are undertaken and
performed in the interest of the Design/Builder.
3.1.2 The agreements between the Design/Builder and the persons or entities
identified in this Part 2 Agreement, and any subsequent modifications, shall be
in writing. These agreements, including financial arrangements with respect to
this Project, shall be promptly and fully disclosed to the Owner upon request.
3.1.3 The Design/Builder shall be responsible to the Owner for wilful
misconduct and negligent acts and omissions of the Design/Builder's employees,
subcontractors and their agents and employees, and other persons, including the
Architect and other design professionals performing any portion of the
Design/Builder's obligations under this Part 2 Agreement.
13.2 BASIC SERVICES
3.2.1 The Design/Builder's Basic Services are described below and in Article
14.
3.2.2 The Design/Builder shall designate a representative authorized to act on
the Design/Builder's behalf with respect to the Project.
3.2.3 The Design/Builder shall submit Construction Documents for review and
approval by the Owner. Construction Documents may include drawings,
specifications, and other documents and electronic data setting forth in detail
the requirements for construction of the Work, and shall:
.1 be consistent with the intent of the Design/Builder's Proposal;
.2 provide information for the use of those in the building trades; and
.3 include documents customarily required for regulatory agency
approvals.
<PAGE>
3.2.4 The Design/Builder, with the assistance of the Owner, shall file
documents required to obtain necessary approvals of governmental authorities
having jurisdiction over the Project.
3.2.5 Unless otherwise provided in the Contract Documents, the Design/Builder
shall provide or cause to be provided and shall pay for design services, labor,
materials, equipment, tools, construction equipment and machinery, [TEXT
DELETED] transportation and other facilities and services necessary for proper
execution and completion of the Work, whether temporary or permanent and whether
or not incorporated or to be incorporated in the Work.
3.2.6 The Design/Builder shall be responsible for all construction, means,
methods, techniques, sequences and procedures, and for coordinating all portions
of the Work under this Part 2 Agreement.
3.2.7 The Design/Builder shall keep the Owner informed of the progress and
quality of the Work.
3.2.8 The Design/Builder shall be responsible for correcting Work which does
not conform to the Contract Documents.
3.2.9 The Design/Builder warrants to the Owner that materials and equipment
furnished under the Contract will be of good quality and new [TEXT DELETED] that
the construction will be free from faults and defects, and that the construction
will conform with the requirements of the Contract Documents. Construction not
conforming to these requirements, including substitutions not properly approved
by the Owner, shall be corrected in accordance with Article 9.
3.2.10 The Design/Builder shall pay all sales, consumer, use and similar taxes
which had been legally enacted at the time the Design/Builder's Proposal was
first submitted to the Owner, and shall secure and pay for building and other
permits and governmental fees, licenses and inspections necessary for the proper
execution and completion of the Work which are either customarily secured after
execution of a contract for construction or are legally required at the time the
Design/Builder's Proposal was first submitted to the Owner.
<PAGE>
3.2.11 The Design/Builder shall comply with and give notices required by laws,
ordinances, rules, regulations and lawful orders of public authorities relating
to the Project.
3.2.12 The Design/Builder shall pay royalties and license fees for patented
designs, processes or products. The Design/Builder shall defend suits or claims
for infringement of patent rights and shall hold the Owner harmless from loss on
account thereof, but shall not be responsible for such defense or loss when a
particular design, process or product of a particular manufacturer is required
by the Owner. However, if the Design/Builder has reason to believe the use of a
required design, process or product is an infringement of a patent, the
Design/Builder shall be responsible for such loss unless such information is
promptly furnished to the Owner.
3.2.13 The Design/Builder shall keep the premises and surrounding area free
from accumulation of waste materials or rubbish caused by operations under this
Part 2 Agreement. At the completion of the Work, the Design/Builder shall
remove from the site waste materials, rubbish, the Design/Builder's tools,
construction equipment, machinery, and surplus materials.
3.2.14 [TEXT DELETED]
3.2.15 The Design/Builder shall maintain at the site for the Owner one record
copy of the drawings, specifications, product data, samples, shop drawings,
Change Orders and other modifications, in good order and regularly updated to
record the completed construction. These shall be delivered to the Owner upon
completion of construction and prior to final payment.
3.3 ADDITIONAL SERVICES
3.3.1 The services described in this Paragraph 3.3 are not included in Basic
Services unless so identified in Article 14, and they shall be paid for by the
owner as provided in this Part 2 Agreement, in addition to the compensation for
Basic Ser-
<PAGE>
vices. The services described in this Paragraph 3.3 shall be provided only if
authorized or confirmed in writing by the Owner.
3.3.2 Making revisions in drawings, specifications, and other documents or
electronic data when such revisions are required by the enactment or revision of
codes, laws or regulations subsequent to the preparation of such documents or
electronic data.
3.3.3 Providing consultation, concerning replacement of Work damaged by fire
or other cause during construction, and furnishing services required in
connection with the replacement of such Work.
3.3.4 Providing services in connection with a public hearing, arbitration
proceeding or legal proceeding, except where the Design/Builder is a party
thereto.
3.3.5 Providing coordination of construction performed by the Owner's own
forces or separate contractors employed by the Owner, and coordination of
services required in connection with construction performed and equipment
supplied by the Owner.
3.3.6 Preparing a set of reproducible record documents or electronic data
showing significant changes in the Work made during construction.
3.3.7 Providing assistance in the utilization or equipment or systems such as
preparation of operation and maintenance manuals, training personnel for
operation and maintenance, and consultation during operation.
ARTICLE 4
TIME
4.1 Unless otherwise indicated, the Owner and the Design/Builder shall
perform their respective obligations as expeditiously as is consistent with
reasonable skill and care and the orderly progress of the Project.
<PAGE>
4.2 Time limits stated in the Contract Documents are of the essence. The
Work to be performed under this Part 2 Agreement has [TEXT DELETED] commenced
[TEXT DELETED] and, subject to authorized Modifications, Substantial Completion
shall be achieved on or before the date established in Article 14.
4.3 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 the Owner can occupy [TEXT DELETED] and utilize the
work for its intended use.
4.4 Based on the Design/Builder's Proposal, a construction schedule shall be
provided consistent with Paragraph 4.2 above.
4.5 If the Design/Builder is delayed at any time in the progress of the Work
by an act or neglect of the Owner, Owner's employees, or separate contractors
employed by the Owner, or by changes ordered in the Work, or by labor disputes,
fire unusual delay in deliveries, adverse weather conditions not reasonably
anticipatable, unavoidable casualties or other causes beyond the
Design/Builder's control, or by delay authorized by the Owner pending
arbitration, or by other causes which the Owner and Design/Builder agree may
justify delay, then the Contract Time shall be reasonably extended by Change
Order.
ARTICLE 5
PAYMENTS
5.1 PROGRESS PAYMENTS
5.1.1 The Design/Builder shall deliver to the Owner itemized Applications for
Payment in such detail as indicated in Article 14.
5.1.2 Within [TEXT DELETED] thirty (30) days of the Owner's receipt of a
properly submitted and correct Application for Payment, the Owner shall make
payment to the Design/Builder.
5.1.3 The Application for Payment shall constitute a representation by the
Design/Builder to the Owner that the design and construction have progressed to
the
<PAGE>
point indicated; the quality of the Work covered by the application is in
accordance with the Contract Documents; and the Design/Builder is entitled to
payment in the amount requested.
5.1.4 Upon receipt of payment from the Owner, the Design/Builder shall promptly
pay the Architect, other design professionals and each contractor the amount to
which each is entitled in accordance with the terms of their respective
contracts.
5.1.5 The Owner shall have no obligation under this Part 2 Agreement to pay or
to be responsible in any way for payment to the Architect, another design
professional, or a contractor performing portions of the Work.
5.1.6 Neither progress payment nor partial or entire use or occupancy of the
Project by the Owner shall constitute an acceptance of Work not in accordance
with the Contract Documents.
5.1.7 The Design/Builder warrants that title to all construction covered by an
Application for Payment will pass to the Owner no later than the time of
payment. The Design/Builder further warrants that upon submittal of an
Application for Payment all construction for which payments have been received
from the Owner shall be free and clear of liens, claims, security interests or
encumbrances in favor of the Design/Builder or any other person or entity
performing construction at the site or furnishing materials or equipment
relating to the construction.
5.1.8 At the time of Substantial Completion, the Owner shall pay the
Design/Builder the retainage, if any, less 200% of the reasonable cost to
correct or complete incorrect or incomplete Work. Final payment of such
withheld sum shall be made upon correction or completion of such Work.
5.2 FINAL PAYMENT
5.2.1 Neither final payment nor amounts retained, if any, shall become due
until the Design/Builder submits to the Owner (1) an affidavit that payrolls,
bills for materials and equipment, and other indebtedness connected with the
Work for which the Owner of Owner's property might be responsible or encumbered
(less amounts
<PAGE>
withheld by the Owner) have been paid or otherwise satisfied; (2) a certificate
evidencing that insurance required by the Contract Documents to remain in force
after final payment is currently in effect and will not be canceled or allowed
to expire until at least 30 days' prior written notice has been given to the
Owner; (3) a written statement that the Design/ Builder knows of no substantial
reason that the insurance will not be renewable to cover the period required by
the Contract Documents; (4) consent of surety, if any, to final payment; and (5)
if required by the Owner, other data establishing payment or satisfaction or
obligations, such as receipts, releases and waivers of liens, claims, security
interests or encumbrances arising out f the Contract, to the extent and in such
form as may be designated by the Owner. If a contractor or other person or
entity entitled to assert a lien against the Owner's property refuses to furnish
a release or waiver required by the Owner, the Design/Builder may furnish a bond
satisfactory to the Owner to indemnify the Owner against such lien. If such lien
remains unsatisfied after payments are made, the Design/Builder shall indemnify
the Owner for all loss and cost, including reasonable attorneys' fees incurred
as a result of such lien.
5.2.2 When the Work has been completed and the contract fully performed, the
Design/Builder shall submit a final application for payment to the Owner, who
shall make final payment within 30 days of receipt.
5.2.3 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; or
.3 terms of special warranties required by the Contract Documents.;
.4 Faulty or Defective Work;
<PAGE>
.5 Errors or Omissions in the Architectural or Engineering services
performed in connection with the work.
5.2.4 Acceptance of final payment shall constitute a waiver of all claims by
the Design/Builder except those previously made in writing and identified by the
Design/Builder as unsettled at the time of final Application for Payment.
5.2.5 See Article 14.8.
5.3 INTEREST PAYMENTS
5.3.1 [TEXT DELETED]
ARTICLE 6
PROTECTION OF PERSONS AND PROPERTY
6.1 The Design/Builder shall be responsible for initiating, maintaining and
providing supervision of all safety precautions and programs in connection with
the performance of this Part 2 Agreement.
6.2 The Design/Builder shall take reasonable precautions for the safety of,
and shall provide reasonable protection to prevent damage, injury or loss to:
(a) employees n 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 Design/Builder or the
Design/Builder's contractors; and (3) other property at 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.
6.3 The Design/Builder shall give notices and comply with applicable laws,
ordinances, rules regulations and lawful orders of public authorities bearing on
the safety or persons or property or their protection from damage, injury or
loss.
6.4 The Design/Builder shall promptly remedy damage and loss (other than
damage or loss insured under property insurance provided or required by the
Con-
<PAGE>
tract Documents) to property at the site caused in whole or in part by the
Design/Builder, a contractor of the Design/Builder or anyone directly or
indirectly employed by any of them, or by anyone for whose acts they may be
liable.
ARTICLE 7
INSURANCE AND BONDS
7.1 DESIGN/BUILDER'S LIABILITY INSURANCE
7.1.1 The Design/Builder shall purchase from and maintain, in a company or
companies lawfully authorized to do business in the jurisdiction in which the
Project is located, such insurance as will protect the Design/Builder from
claims set forth below which may arise out of or result from operations under
this Part 2 Agreement by the Design/Builder or by a contractor of the
Design/Builder, or by anyone directly or indirectly employed by any of them, or
by anyone for whose acts any of them may be liable:
.1 claims under workers' compensation, disability benefit and other
similar employee benefit laws that are applicable to the Work to be
performed;
.2 claims for damages because of bodily injury, occupational sickness or
disease, or death of the Design/Builder's employees;
.3 claims for damages because of bodily injury, sickness or disease, or
death of persons other than the Design/Builder;'s employees;
.4 claims for damages covered by usual personal injury liability
coverage which are sustained (1) by a person as a result of an
offense directly or indirectly related to employment of such person
by the Design/Builder or (2) by another person;
<PAGE>
.5 claims for damages, other than to the Work itself, because of injury
to or destruction of tangible property, including loss of use
resulting therefrom;
.6 claims for damages because of bodily injury, death of a person or
property damage arising out of ownership, maintenance or use of a
motor vehicle; and
.7 claims involving contractual liability insurance applicable to the
Design/Builder's obligations under paragraph 11.5.
7.1.2 The insurance required by Subparagraph 7.1.1 shall be written for not
less than limits of liability specified in this Part 2 Agreement or required by
law, whichever coverage is greater. coverages, whether written on an occurrence
or claims-made basis, shall be maintained without interruption from date of
commencement of the Work until date of final payment [TEXT DELETED] and
termination of any coverage required to be maintained after final payment.
[TEXT DELETED].
7.1.3 Certificates of Insurance acceptable to the Owner shall be delivered to
the Owner immediately after execution of this Part 2 Agreement. These
Certificates and the insurance policies required by this Paragraph 7.1 shall
contain a provision that coverages afforded under the policies will not be
canceled or allowed to expire until at least 30 days' prior written notice has
been given to the Owner. If any of the foregoing insurance coverages are
required to remain in force after final payment, an additional certificate
evidencing continuation of such coverage shall be submitted with the application
for final payment. Information concerning reduction of coverage shall be
furnished by the Design/Builder with reasonable promptness in accordance with
the Design/Builder's information and belief.
7.2 OWNER'S LIABILITY INSURANCE
7.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's
usual liability insurance. Optionally, the Owner may purchase and maintain
other insurance for self-protection against claims which may arise from
operations under this Part 2 Agreement. The Design/Builder shall not be
responsible for purchasing
<PAGE>
and maintaining this optional Owner's liability insurance unless specifically
required by the Contract Documents.
7.3 PROPERTY INSURANCE
7.3.1 Unless otherwise provided under this Part 2 Agreement, the Owner shall
purchase and maintain, in a company or companies authorized to do business in
the jurisdiction in which the principal improvements are to be located, property
insurance upon the Work to the full insurable value thereof, on a replacement
costs basis without optional deductibles. Such property insurance shall be
maintained, unless otherwise provided in the Contract Documents or otherwise
agreed in writing by all persons and entities who are beneficiaries of such
insurance, until final payment has been made or until no person or entity other
than the Owner has an insurable interest in the property required by this
Paragraph 7.3 to be insured, whichever is earlier. This insurance shall include
interests of the Owner, the Design/Builder, and their respective contractors and
subcontractors in the Work.
7.3.2 Property insurance shall be on an all-risk policy form and shall insure
against the perils of fire and extended coverage and physical loss or damage
including, without duplication of coverage, theft, vandalism, malicious
mischief, collapse, false work, temporary buildings and debris removal including
demolition occasioned by enforcement of any applicable legal requirements, and
shall cover reasonable compensation for the services and expenses of the
Design/Builder's Architect and other professionals required as a result of such
insured loss. Coverage for other perils shall not be required unless otherwise
provided in the Contract Documents.
7.3.3 If the Owner does not intend to purchase such property insurance
required by this Part 2 Agreement and with all of the coverages in the amounts
described above, the Owner shall so inform the Design/Builder prior to
commencement of the construction. The Design/Builder may then effect insurance
which will protect the interests of the Design/Builder and the Design/Builder's
contractors in the construction, and by appropriate Change Order the cost
thereof shall be charged to the Owner. If the Design/Builder is damaged by the
failure or neglect of the Owner to purchase or maintain insurance as described
above, then the Owner shall bear all reasonable costs properly attributable
thereto.
<PAGE>
7.3.4 Unless otherwise provided, the Owner shall purchase and maintain such
boiler and machinery insurance required by this Part 2 Agreement or by law,
which shall specifically cover such insured objects during installation and
until final acceptance by the Owner. This insurance shall include interests of
the Owner, the Design/Builder, the Design/Builder's Architect and other design
professionals. The Owner and the Design/Builder shall be named insureds.
7.3.5 A loss insured under the Owner's property insurance shall be adjusted by
the Owner as trustee and made payable to the Owner as trustee for the insureds,
as their interests may appear, subject to requirements of any applicable
mortgagee clause and of Subparagraph 7.3.10. The Design/Builder shall pay
contractors their shares of insurance proceeds received by the Design/Builder,
and by appropriate agreement, written where legally required for validity, shall
require contractors to make payments to their subcontractors in similar manner.
7.3.6 Before an exposure to loss may occur, the Owner shall file with the
Design/Builder a copy of each policy that includes insurance coverages required
by this Paragraph 7.3. Each policy shall contain all generally applicable
conditions, definitions, exclusions and endorsements related to this Project.
Each policy shall contain a provision that the policy will not be canceled or
allowed to expire until at least 30 days' prior written notice has been given to
the Design/Builder.
7.3.7 If the Design/Builder requests in writing that insurance for risks other
than those described herein or for other special hazards be included in the
property insurance policy, the Owner shall, if possible, obtain such insurance,
and the cost thereof shall be charged to the Design/Builder by appropriate
Change Order.
7.3.8 The Owner and the Design/Builder waive all rights against each other and
the Architect and other design professionals, contractors, subcontractors,
agents and employees; each of the other, for damages caused by fire or other
perils to the extent covered by property insurance obtained pursuant to this
Paragraph 7.3 or other property insurance applicable to the Work, except such
rights as they may have to proceeds of such insurance held by the Owner as
trustee. The Owner or Design/Builder, as appropriate, shall require from
contractors and subcontractors by
<PAGE>
appropriate agreements, written where legally required for validity, similar
waivers each in favor of other parties enumerated in this Paragraph 7.3. The
policies shall provide such waivers of subrogation shall be effective as to a
person or entity even though that person or entity would otherwise have a duty
of indemnification, contractual or otherwise, did not pay the insurance premium
directly or indirectly, and whether or not the person or entity had an insurable
interest in the property damaged.
7.3.9 [TEXT DELETED]
7.3.10 The Owner as trustee shall have power to adjust and settle a loss with
insurers unless one of the parties in interest shall object in writing, within
five (5) days after occurrence or loss to the Owner's exercise of this power, if
such objection be made, the parties shall enter into dispute resolution under
procedures provided in Article 10. If distribution of insurance proceeds by
arbitration is required, the arbitrators will direct such distribution.
7.3.11 Partial occupancy or use prior to Substantial Completion shall not
commence until the insurance company or companies providing property insurance
have consented to such partial occupancy or use by endorsement or otherwise.
The Owner and the Design/Builder shall take reasonable steps to obtain consent
of the insurance company or companies and shall not, without mutual written
consent, take any action with respect to partial occupancy or use that would
cause cancellation, lapse or reduction of coverage.
7.4 LOSS OF USE INSURANCE
7.4.1 The Owner, at the Owner's option, may purchase and maintain such
insurance as will insure the Owner against loss of use of the Owner's property
due to fire or other hazards, however caused. The Owner waives all rights of
action against the Design/Builder for loss of use of the Owner's property,
including consequential losses due to fire or other hazards, however caused.
<PAGE>
ARTICLE 8
CHANGES IN THE WORK
8.1 CHANGES
8.1.1 Changes in the Work may be accomplished after execution of this Part 2
Agreement, without invalidating this Part 2 Agreement by Change Order,
Construction Change Directive, or order for a minor change in the Work, subject
to the limitations stated in the Contract Documents.
8.1.2 A Change Order shall be based upon agreement between the Owner and the
Design/Builder, a Construction Change Directive may be issued by the Owner
without the agreement of the Design/Builder, an order for a minor change in the
Work may be issued by the Design/Builder alone.
8.1.3 Changes in the Work shall be performed under applicable provisions of the
Contract Documents, and the Design/Builder shall proceed promptly, unless
otherwise provided in the Change Order, Construction Change Directive, or order
for a minor change in the Work.
8.1.4 If unit prices are stated in the Contract Documents or subsequently
agreed upon, and if quantities originally contemplated are so changed in a
proposed Change Order or Construction Change Directive that application of such
unit prices to quantities of Work proposed will cause substantial inequity to
the Owner or the Design/Builder, the applicable unit prices shall be equitably
adjusted.
8.2 CHANGE ORDERS
8.2.1 A Change Order is a written instrument prepared by the Design/Builder and
signed by the Owner and the Design/Builder, stating their agreement upon all of
the following:
.1 a change in the Work;
.2 the amount of the adjustment, if any, in the Contract Sum; and
<PAGE>
.3 the extent of the adjustment, if any, in the contract Time.
8.2.2 If the owner requests a proposal for a change in the Work from the
Design/Builder and subsequently elects not to proceed with the change, a Change
Order shall be issued to reimburse the Design/Builder for any costs incurred for
estimating services, design services or preparation of proposed revisions to the
Contract Documents.
8.3 CONSTRUCTION CHANGE DIRECTIVES
8.3.1 A Construction Change Directive is a written order prepared and signed by
the Owner, directing a change in the Work prior to agreement on adjustment, if
any, in the Contract Sum or Contract Time, or both.
8.3.2 Except as otherwise agreed by the Owner and the Design/Builder, the
adjustment to the Contract Sum shall be determined on the basis of reasonable
expenditures and savings of those performing the Work attributable to the
change, including the expenditures for design services and revisions to the
Contract Documents. In case of an increase in the Contract Sum, the cost shall
include a reasonable allowance for overhead and profit. In such case, the
Design/Builder shall keep and present an itemized accounting together with
appropriate supporting date for inclusion in a Change Order. Unless otherwise
provided in the Contract Documents, costs for these purposes shall be limited to
the following:
.1 costs of lab or, including social security, old age and unemployment
insurance, fringe benefits required by agreement or custom, and
workers' compensation insurance;
.2 costs of materials, supplies and equipment, including cost of
transportation, whether incorporated or consumed;
.3 rental costs of machinery and equipment exclusive of hand tools,
whether rented from the Design/Builder or others;
.4 costs of premiums for all bonds and insurance permit fees, and
sales, use or similar taxes;
<PAGE>
.5 additional costs of supervision and field office personnel directly
attributable to the change; and fees paid to the Architect,
engineers and other professionals.
8.3.3 Pending final determination of cost to the Owner amounts not in dispute
may be included in Applications for Payment. The amount of credit to be allowed
by the Design/Builder to the Owner for deletion or change which results in a net
decrease in the Contract Sum will be actual net cost. When both additions and
credits covering related Work or substitutions are involved in a change, the
allowance for overhead and profit shall be figured on the basis of the net
increase, if any, with respect to that change.
8.3.4 When the Owner and the Design/Builder agree upon the adjustments in the
Contract Sum and Contract Sum and Contract Time, such agreement shall be
effective immediately and shall be recorded by preparation and execution of an
appropriate Change Order.
8.4 MINOR CHANGES IN THE WORK
8.4.1 The Design/Builder shall have authority to make minor changes in the
Construction Documents and construction consistent with the intent of the
Contract Documents when such minor changes to not involve adjustment in the
Contract Sum or extension of the Contract Time. The Design/Builder shall
promptly inform the Owner, in writing, of minor changes in the Construction
Documents and construction. [TEXT DELETED]
8.5 CONCEALED CONDITIONS
8.5.1 If conditions are encountered at the site which are (1) subsurface or
otherwise concealed physical conditions which differ materially from those
indicated in the Contract Documents, or (2) unknown physical conditions of an
unusual nature which differ materially from those ordinarily found to exist and
generally recognized as inherent in construction activities of the character
provided for in the Contract Documents, then notice by the observing party shall
be given to the other party promptly before conditions are disturbed and in no
event later than 21 days after first observance of the conditions. The Contract
Sum shall be equitably adjusted for such
<PAGE>
concealed or unknown conditions by Change Order upon claim by either party made
within 21 days after the claimant becomes aware of the conditions. Any
information on the design drawings for the building in which the site is located
shall not be deemed a "concealed condition."
8.6 REGULATORY CHANGES
8.6.1 The Design/Builder shall be compensated for changes in the construction
necessitated by the enactment or revision of codes, laws or regulations
subsequent to the [TEXT DELETED] execution of this Agreement.
ARTICLE 9
CORRECTION OF WORK
9.1 The Design/Builder shall promptly correct Work rejected by the Owner or
known by the Design/Builder to be defective or failing to conform to the
requirements of the Contract Documents, whether observed before or after
Substantial Completion and whether or not fabricated, installed or completed.
The Design/Builder shall bear costs of correcting such rejected Work, including
testing and inspections.
9.2 If, within one (1) year after the date of Substantial Completion of the
Work or, after the date for commencement of warranties established in a written
agreement between the Owner and the Design/Builder, 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
Design/Builder shall correct it promptly after receipt of a written notice from
the Owner to do so unless the Owner has previously given the Design/Builder a
written acceptance of such condition.
9.3 Nothing contained in this Article 9 shall be construed to establish a
period of limitation with respect to other obligations which the Design/Builder
might have under the Contract Documents. Establishment of the time period of
one (1) year as described in Subparagraph 9.2 relates only to the specific
obligation of the Design/Builder to correct the Work, and has no relationship to
the time within which
<PAGE>
the obligation to comply with the Contract Documents may be sought to be
enforced, nor to the time within which proceedings may be commenced to establish
the Design/Builder's liability with respect to the Design/Builder's obligations
other than specifically to correct the Work.
9.4 If the Design/Builder fails to correct nonconforming Work as required or
fails to carry out Work in accordance with the Contract Documents, the Owner, by
written order signed personally or by an agent specifically so empowered by the
Owner in writing, may order the Design/Builder to stop the Work, or any portion
thereof, until the cause for such order has been eliminated; however, the
Owner's right to stop the Work shall not give rise to a duty on the part of the
Owner to exercise the right for benefit of the Design/Builder or other persons
or entities.
9.5 If the Design/Builder defaults or neglects to carry out the Work in
accordance with the Contract Documents and fails within seven (7) days after the
receipt of written notice from the Owner to commence and continue correction of
such default or neglect with diligence and promptness, the Owner may give a
second written notice to the Design/Builder and seven (7) days following receipt
by the Design/Builder of that second written notice and without prejudice to
other remedies, the Owner may have, correct such deficiencies. In such case an
appropriate Change Order shall be issued deducting from payments then or
thereafter due the Design Builder, the costs of correcting such deficiencies.
If the payments then or thereafter due the Design/Builder are not sufficient to
cover the amount of the deduction, the Design/Builder shall pay the difference
to the Owner. Such action by the Owner shall be subject to dispute resolution
procedures as provided in Article 10.
ARTICLE 10
10.1 Subject to Article 14.9 Claims, disputes or other matters in question
arising out of or relating to this Part 2 Agreement or breach thereof shall be
subject to and decided by [TEXT DELETED] or binding arbitration. Such [TEXT
DELETED] or arbitration shall be conducted in accordance with the Construction
Industry [TEXT DELETED] or Arbitration Rules of the American Arbitration
Association currently in effect.
<PAGE>
10.2 [TEXT DELETED]
10.3 Demand for arbitration shall be filed in writing with the other party to
this Part 2 Agreement and with the American Arbitration Association. A demand
for arbitration shall be made within a reasonable time after the claim, dispute
or other matter in question has arisen. In no event shall the demand for
arbitration be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be
barred by the applicable statutes of repose or limitations.
10.4 An arbitration pursuant to this Article may be joined with an arbitration
involving common issues of law or fact between the Design/Builder and any person
or entity with whom the Design/Builder has a contractual obligation to arbitrate
disputes. No other arbitration arising out of or relating to this Part 2
Agreement shall include, by consolidation, joinder or in any other manner, an
additional person or entity not a party to this Part 2 Agreement or not a party
to an agreement with the Design/Builder, except by written consent containing a
specific reference to this Part 2 Agreement signed by the Owner, the
Design/Builder and any other person or entities sought to be joined. Consent to
arbitration involving an additional person or entity shall not constitute
consent to arbitration of any claim, dispute or other matter in question not
described in the written consent or with a person or entity not named or
described therein. The foregoing agreement to arbitrate and other agreements to
arbitrate with an additional person or entity duly consented to by the parties
to this Part 2 Agreement shall be specifically enforceable in accordance with
applicable law in any court having jurisdiction thereof.
10.5 The award rendered by the arbitrator or arbitrators shall be final, and
judgment may be entered upon it in accordance with applicable law in any court
having jurisdiction thereof.
ARTICLE 11
MISCELLANEOUS PROVISIONS
11.1 Unless otherwise provided, this Part 2 Agreement, shall be governed by
the law of the place where the Project is located.
<PAGE>
11.2 SUBCONTRACTS
11.2.1 If requested by Owner. The Design/Builder, as soon as practicable after
execution of this Part 2 Agreement, shall furnish to the Owner in writing the
names of the persons or entities the Design/Builder will engage as contractors
for the Project.
11.3 WORK BY OWNER OR OWNER'S CONTRACTORS
11.3.1 The Owner reserves the right to perform construction of operations
related to the Project with the Owner's own forces, and to award separate
contracts in connection with other portions of the Project or other construction
or operations on the site under conditions of insurance and waiver of
subrogation identical to the provisions of this Part 2 Agreement. If the
Design/Builder claims that delay or additional cost is involved because of such
action by the Owner, the Design/Builder shall assert such claims as provided in
Subparagraph 11.4.
11.3.2 The Design/Builder shall afford the Owner's separate contractors
reasonable opportunity for introduction and storage of their materials and
equipment and performance of their activities and shall connect and coordinate
the Design/Builder's construction and operations with theirs as required by the
Contract Documents.
11.3.3 Costs caused by delays or by improperly timed activities or defective
construction shall be borne by the party responsible therefor.
11.4 CLAIMS FOR DAMAGES
11.4.1 If either party to this Part 2 Agreement suffers injury or damage to
person or property because of an act or omission of the other party, of any of
the other party's employees or agents, or of others for whose acts such party is
legally liable, written notice of such injury or damage, whether or not insured,
shall be given to the other party within a reasonable time not exceeding 21 days
after first observance. The notice shall provide sufficient detail to enable the
other party to investigate the
<PAGE>
matter. If a claim of additional cost or time related to this claim is to be
asserted, ti shall be filed in writing.
11.5 INDEMNIFICATION
11.5.1 To the fullest extent permitted by law, the Design/Builder shall
indemnify and hold harmless the Owner, Owner'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) including loss of
use resulting therefrom, but only to the extent caused by Design/Builder's
performance or non-performance of work, its obligations hereunder or in whole or
in party by negligent acts or omissions of the Design/Builder, anyone directly
or indirectly employed by the Design/Builder or anyone for whose acts the
Design/Builder 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 Paragraph 11.5.
11.5.2 In claims against any person or entity indemnified under this Paragraph
11.5 by an employee of the Design/Builder, anyone directly or indirectly
employed by the Design/Builder or anyone for whose acts the Design/Builder may
be liable, the indemnification obligation under this Paragraph 11.5 shall not be
limited by a limitation on amount or type of damage, compensation or benefits
payable by or for the Design/Builder under workers' compensation acts,
disability benefit acts or other employee benefit acts.
11.6 SUCCESSORS AND ASSIGNS
11.6.1 The Owner and Design/Builder, respectively, bind themselves, their
partners, successors, assigns and legal representatives to the other party to
this Part 2 Agreement and to the partners, successors and assigns of such other
party with respect to all covenants of this Part 2 Agreement. [TEXT DELETED] The
Design/Builder
<PAGE>
shall not assign this Part 2 Agreement without the written consent of [TEXT
DELETED] Owner. The Owner may assign this Part 2 Agreement to any entity or to
any institutional lender providing construction financing, and the
Design/Builder agrees to execute all consents reasonably required to facilitate
such an assignment. If either party makes such an assignment, that party shall
nevertheless remain legally responsible for all obligations under this Part 2
Agreement, unless otherwise agreed by the other party.
11.7 TERMINATION OF PROFESSIONAL DESIGN SERVICES
11.7.1 Prior to termination of the services of the Architect or any other
design professional designated in this Part 2 Agreement, the Design/Builder
shall identify to the Owner in writing another architect or other design
professional with respect to whom the Owner has no reasonable objection, who
will provide the services originally to have been provided by the Architect or
other design professional whose services are being terminated.
11.8 EXTENT OF AGREEMENT
11.8.1 This Part 2 Agreement represents the entire agreement between the Owner
and the Design/Builder and supersedes prior negotiations, representations or
agreements, either written or oral. This Part 2 Agreement may be amended only by
written instrument and signed by both the Owner and the Design/Builder.
ARTICLE 12
TERMINATION OF THE AGREEMENT
12.1 TERMINATION BY THE OWNER
12.1.1 This Part 2 Agreement may be terminated by the Owner upon 14 days'
written notice to the Design/Builder in the event that the Project is abandoned.
If such termination occurs, the Owner shall pay the Design/Builder for Work
completed and for proven loss sustained upon materials, equipment, tools, and
construction equipment and machinery including reasonable profit and applicable
damages.
<PAGE>
12.1.2 If the Design/Builder defaults or persistently fails or neglects to
carry out the Work in accordance with the Contract Documents or fails to perform
the provisions of this Part 2 Agreement, the Owner may give written notice that
the Owner intends to terminate this Part 2 Agreement. If the Design/Builder
fails to correct other defaults, failure or neglect within seven (7) days after
being given notice, the Owner may then give a second written notice and, after
an additional seven (7) days, the Owner may without prejudice to any other
remedy terminate the employment of the Design/Builder and take possession of the
site and of all materials, equipment, tools and construction equipment and
machinery thereon owned by the Design/Builder and finish the Work by whatever
method the Owner may deem expedient. If the unpaid balance of the Contract Sum
exceeds the expense of finishing the Work and all damages incurred by the Owner,
such excess shall be paid to the Design/Builder. If the expense of completing
the Work and all damages incurred by the Owner exceeds the unpaid balance, the
Design/Builder shall pay the difference to the Owner. This obligation for
payment shall survive termination of this Part 2 Agreement.
<PAGE>
12.2 TERMINATION BY THE DESIGN/BUILDER
12.2.1 If the Owner fails more than once to make payment within 10 days of when
due, the Design/Builder may give written notice of the Design/Builder's
intention to terminate this Part 2 Agreement. If the Design/Builder fails to
receive payment within [TEXT DELETED] ten (10) days after receipt of such notice
by the Owner, the Design/Builder may give a second written notice and, [TEXT
DELETED] ten (10) days after receipt of such second written notice by the Owner,
may terminate this Part 2 Agreement and recover from the Owner payment for Work
executed and for proven losses sustained upon materials, equipment, tools, and
construction equipment and machinery, including reasonable profit and applicable
damages.
12.3 TERMINATION FOR CONVENIENCE
12.3.1 Owner has the right to terminate this Agreement for convenience at any
time. Owner will provide seven (7) days' written notice to the Contractor and
will pay all costs incurred to that point of time subject to the terms of this
Agreement, together with a portion of Contractor's fee which shall be the
quantity of months involved multiplied by $37,500.00 per month which shall be
prorated for any partial month.
ARTICLE 13
BASIS OF COMPENSATION
[TEXT DELETED]
13.1 COMPENSATION
13.1.1 [TEXT DELETED]
13.1.2 [TEXT DELETED]
13.2 REIMBURSABLE EXPENSES
<PAGE>
13.2.1 [TEXT DELETED]
13.2.2 [TEXT DELETED]
13.3 INTEREST PAYMENTS
13.3.1 [TEXT DELETED]
(Usury laws and requirements under the Federal Truth in Lending Act, similar
state and local consumer credit laws and other regulations at the Owner's and
Design/Builder's principal places of business, at the location of the Project
and elsewhere, may affect the validity of this provision. Specific legal advice
should be obtained with respect to deletion, modification or other requirements,
such as written disclosures or waivers.)
ARTICLE 14
OTHER CONDITIONS AND SERVICES
14.1 The Basic Services to be performed shall be commenced on and, subject to
authorized adjustments and to delays not caused by the Design/Builder,
Substantial Completion shall be achieved in the Contract Time of on November 1,
1999 ( ) calendar days.
14.2 The Basic Services beyond those described in Article 3 are as follows:
14.3 Additional Services beyond those described in Article 3 are as follows:
14.4 The Design/Builder shall submit an Application for Payment on the [TEXT
DELETED] the first Wednesday of the month [TEXT DELETED].
14.5 The Design/Builder's Proposal includes the following documents:
(List the documents by specific title and date, include any required performance
and payment bonds)
Title: Date:
<PAGE>
[TEXT DELETED]
14.6 Should any litigation be commenced by any party hereto with respect to
this Agreement, the prevailing party shall be entitled to recover its reasonable
attorney's fees and all costs of the suit.
14.7 Article 5.1.9 shall read as follows: Progress payments which are not
paid within thirty (30) days following the date on which such payments are due,
are subject to and will be charged a late fee of two percent (2%) per month on
the unpaid amount. See California Civil Code Section 3260.1.
14.8 Article 5.2.5 shall read as follows: If the Final Payment under this
Agreement is not paid within forty-five (45) days following the date of
completion, the unpaid amount will be subject to a late fee of (2%) per month on
the unpaid amount See California Civil Code Section 3260.
14.9 Article 10 relating to arbitration shall only apply to claims or
disputes involving a sum of less than 500,000. Any claim or dispute involving a
sum of $50,000 or more may be subject to arbitration, binding or non-binding,
but only upon the separate written agreement of Owner and Design/Builder
agreeing to such arbitration.
14.10 Contractors are required by law to be licensed and regulated by the
Contractors' State License Board which has jurisdiction to investigate
complaints against contractors if a complaint regarding a patent act or omission
is filed with four years of the date of the alleged violation. A complaint
regarding a latent act or omission pertaining to structural defects must be
filed within 10 years of the alleged violation. Any question concerning a
contractor may be referred to the Registrar, Contractor's State License Board,
P.O. Box 26000, Sacramento, California 95826.
This Agreement entered into as of the day and year first written above.
<PAGE>
OWNER DESIGN/BUILDER
/s/ Kenneth W. Hale /s/ Eric Raff
----------------------------------- -----------------------------------
(Signature) (Signature)
Kenneth W. Hale CFO Date: 11/11/99 Eric Raff, President Date: 9/27/99
----------------------------------- -----------------------------------
(Printed name and title) (Printed name and title)
<PAGE>
SUPPLEMENTARY CONDITIONS
SUPPLEMENTARY CONDITIONS DATED AS OF JUNE 14, 1999
--------------------------------------------------
The following supplements modify, change, delete from or add to the General
Conditions (as modified in the form attached) of the Contract for Construction
AIA Document A201, 1997 ("General Conditions"). Where any Article of the
General Conditions is modified or any paragraph, subparagraph or clause thereof
is modified or deleted by these supplements, the unaltered provisions of that
article, paragraph, subparagraph or clause shall remain in effect.
Numerical designations herein have the same, or are a sequential development of
the same, designations as the General Conditions.
ARTICLE 1 - GENERAL PROVISIONS
Delete the last sentence of Subparagraph 1.1.2.
Add the following Subparagraph 1.1.1.1:
1. Where discrepancies or conflicts occur:
(a) Written amendments or modifications to the Agreement shall take
precedence over the original Agreement;
(b) The Agreement shall take precedence over the General and
Supplementary Conditions;
(c) The Supplementary Conditions shall take precedence over the
General Conditions;
(d) The General Conditions shall take precedence over Drawings or
Specifications;
(e) Specifications shall take precedence over Drawings;
(f) Stated dimensions shall take precedence over dimensions obtained
by scaling;
(g) Large scale detail drawings shall take precedence over small
scale drawings.
provided, however, to the extent one provision is more restrictive, the more
restrictive provision shall govern.
Add the following to the end of Subparagraph 1.1.4
The project is described on Exhibit A attached hereto (the "Project") and
---------
includes without limitation, the following: fit up of [first floor] data
center and MEP support space and with associated infrastructure (rooftop
equipment, generators located at concrete pads on grade, etc.) at 2720
Zanker Road, San Jose, CA 95134, a building of approximately 66,000 square
feet currently under construction, owned by CARRAMERICA REALTY CORPORATION.
Exhibit A represents the complete listing of NaviSite plans as of July 15,
---------
1999. These plans evidence the entirety of the fit-out of the data center
as of such date.
Delete Subparagraph 1.6.1 and add the following:
1.6.1 Title to all work accomplished by Contractor or its subcontractors,
or the employees or agents of any of them, in connection with this Contract
and to all data, information, drawings, plans, specifications and other
documentation of whatsoever nature furnished to Owner by Contractor or such
subcontractors, or the employees or agents of any of them, shall be and
remain Owner's whether completed or partially completed. Without
limitation of the foregoing,
<PAGE>
Owner shall have the unrestricted right to copy and utilize the data,
information, drawings, plans, specifications, and other documentation
performed or delivered by Contractor or its agents or employees, in any
manner that Owner may direct; provided, however, that Contractor shall not
be liable for any losses, damages, claims or liability arising in
connection with any use of such data, information, drawings, plans,
specifications or other work for the design, procurement, construction or
maintenance of any project other than the Project and Owner shall indemnify
and hold harmless Contractor in connection with Owner's use of such
documentation for any project other than the Project.
ARTICLE 2 - OWNER
Delete Subparagraph 2.2.1, which Contractor acknowledges has been satisfied.
Delete Subparagraph 2.2.2 and insert the following: Except for permits and
fees, including those required under Subparagraph 3.7.1 which are the
responsibility of the Contractor, Contractor shall secure (but Owner will pay
for) all necessary approvals, covenants, assessments and charges required for
construction, use or occupancy of the Project or for permanent changes in
existing facilities.
ARTICLE 3 - CONTRACTOR
Insert the following:
3.2.3 Contractor has received and carefully reviewed all of the Contract
Documents, including, without limitation, the Drawings and Specifications,
and (i) Contractor has not observed any error, omission or inconsistency in
the Contract Documents, or any violation thereof with any applicable law,
statute, ordinance, building code, rule or regulation and has confirmed
that the Contract Documents are in accordance with applicable laws, and
(ii) Contractor has approved the Contract Documents and determined that the
Contract Documents are complete and adequate for construction of the Work
in accordance with the terms hereof.
Add the following Subparagraphs to 3.3:
3.3.4 Contractor shall verify all measurements at the Project and shall be
responsible for their accuracy. No increase in the Contract Sum will be
allowed for additional work required due to differences between field
dimensions and Drawing Documents or stated approximate quantities.
3.3.5 Contractor shall consult with representatives of all subcontractors
to avoid interferences. Contractor shall rearrange any work that may cause
interference with work of other trades, without increase in Contract Sum.
Add to the end of Subparagraph 3.4.1 "Owner will provide water and utilities and
Contractor shall use the same, and cause subcontractors to use, the same
prudently."
Add the following Subparagraph to 3.4:
3.4.4 Wherever the terms "or equal," "or approved equal" are used in the
Contract Documents, products other than those specified will be considered
for approval, provided that such products are substantially equal in
quality, durability, design and performance characteristics to the specific
materials. Approval of such "equal" products shall be at the sole
discretion of Owner and shall be in writing to be effective.
2
<PAGE>
Insert the following at the end of Subparagraph 3.5.1:
Contractor shall secure and deliver to Owner written warranties and
guarantees from its Subcontractors, Sub-subcontractors and Suppliers
bearing the date of Substantial Completion (or such later date as may be
agreed to by Owner and Contractor in writing) and stating the period of
warranty or guarantee as required by the Contract Documents. Contractor
shall be responsible for the warranty and guarantee of all Work whether
performed by it or by its Subcontractors at any tier.
Insert the following:
3.7.3 Contractor shall ascertain that the Contract Documents are in
accordance with applicable laws, statutes, ordinances, building codes, and
rules and regulations. The Contractor shall promptly notify Owner in
writing and shall make necessary changes to ensure compliance with such
applicable laws.
Add the following subparagraphs to 3.9:
3.9.2 The Project Superintendent shall be reasonably approved by Owner.
Once assigned and reasonably approved by Owner, the Project Superintendent
may not be changed without the approval of Owner.
3.9.3 The Project Superintendent must attend all Project Meetings.
Insert the following at the end of Subparagraph 3.11.1:
Within thirty (30) days after Substantial Completion, Contractor shall
submit to Owner for approval three (3) complete sets of as-built drawings
and specifications. Contractor shall also prepare three (3) complete,
bound sets of operation and maintenance manuals, which shall include,
without limitation, a vendor and Subcontractor directory, warranty
information and all material cut sheets that were installed in connection
with the Work, manufacturer's catalogs, instructions, and other similar
data, including all necessary photographic cuts, diagrams, valve charts,
and the like, covering all mechanically and manually operated devices
furnished and/or installed in the Work. At Owner's request, Contractor
shall also include in such manuals Owner furnished materials, equipment and
furnishings. Delivery of such as-builts and manuals is intended to serve
to instruct and assist maintenance personnel in the care, operation,
maintenance and repair of all such devices.
Insert the following at the beginning of Subparagraph 3.12.10: Contractor shall
provide architectural and engineering services as required for the design and
construction of the Project.
Insert after "shall" in the second line of Subparagraph 13.18.1: "defend (with
counsel acceptable to Owner) and"
Add the following subparagraph to 3.18:
3.18.3 Unless otherwise stated in the Contract, each respective
Contractor, shall, before commencing work, secure and pay for such
insurance as may be required to comply with the indemnification and hold
harmless provisions outlined under Articles 3.18.1 and 3.18.2. Such
insurance shall be with such companies as may be satisfactory to Owner.
Insurance shall be so written as to prohibit cancellation without at least
thirty (30) days written notice to Owner and Contractor.
3
<PAGE>
ARTICLE 5 - SUBCONTRACTORS
Add the following sentence to the end of Subparagraph 5.1.1:
All portions of the Work that Contractor does not perform with its own
force shall be performed by Subcontractors.
Add the following sentence to the end of Subparagraph 5.2.4:
Owner may require Subcontractor to change any Subcontractor or Subcontractor
previously approved and, if at such time Contractor is not in default hereunder,
the Contract Sum shall be increased or decreased by the difference in cost
occasioned by such change.
Add the following new Subparagraphs at the end of Paragraph 5.3.1:
5.3.2 Contractor shall procure materials from such sources and shall
manage its own forces and the forces of its Subcontractors and Sub-
subcontractors in such a manner as will result in harmonious relations on
the job site. Contractor shall employ, and shall require its
Subcontractors to employ, workers on the Work who will at all times work in
harmony with others engaged in the Work. Should the Work for any reason be
stopped or materially delayed due to a labor dispute involving the
employees of, or directed at, any Subcontractor or any of its Sub-
subcontractors, Owner shall have the right to require Contractor to
substitute a Subcontractor acceptable to Owner.
5.3.3 If applicable, Contractor shall require that each Subcontractor
agree in its Subcontract to be joined in arbitration proceedings involving
Owner or Contractor, or either of them, relating to any Work covered by its
Subcontract, at the election of either Owner or Contractor. Contractor
shall require each Subcontractor to include a similar provision in its
Subcontracts.
If union and non-union workers are employed to perform any part of the
Work, Contractor shall establish and maintain separate entrances to the
Project site for the use of union and non-union workers.
Owner shall have the right (but not the obligation) to review and approve
all Subcontracts to ensure compliance with the provisions of this
Subparagraph and the other provisions of the Contract Documents before
execution thereof. Nothing in this Subparagraph shall create any third-
party beneficiary relationship between Owner and any Subcontractor.
ARTICLE 6 - CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
Insert the following at the beginning of Subparagraph 6.1.3:
Contractor shall coordinate the activities of Owner's separate contractors
with the Work of this Contract and shall cooperate with them. Contractor
shall plan and review the construction schedule with other separate
contractors and with Owner so as to ensure timely completion of the Work of
the Contract and the work of Owner's separate contractors, without increase
to the Contract Sum.
4
<PAGE>
ARTICLE 7 - CHANGES IN THE WORK
Add the following at the end of Subparagraph 7.1.1:
The parties hereby acknowledge the Project is being designed and built on a
so-called "fast track" basis. As such, the Drawings and Specifications are
not complete as of the date hereof. The development of the Drawings and
Specifications may require multiple rounds of drafting, review, comments,
changes and modifications. The Project Construction Budget, and the
Project Schedule (including the date of Substantial Completion) shall be
subject to adjustment in connection with such changes and modifications to
the Drawings and Specifications. However, subject to the provisions of
Section 7.2.1, no such change or modification to the Drawings and
Specifications shall constitute (or require) a "Change Order" or entitle
Contractor to any claim for an adjustment to Contractor's cost and fee,
notwithstanding whether any such change or modification requires
alteration, removal, replacement or reperformance of Work that has been
completed, provided the Work requested can be completed by the date of
11/1/99. Should the "Change Order" cause an extension of Contractor
service beyond the date of 11/1/99, the Contractor will provide a revised
Exhibit B for the cost of the administration of the change with a fee
calculation as per the terms of Article 17.2.1.
Add the following at the end of Subparagraph 7.1.2:
No Change Order involving an adjustment in the Contract Sum or an extension
of the Contract Time shall in any event be issued except with the written
approval of Owner.
Add the following at the end of Paragraph 7.1:
7.1.4 Refinements and detailing will be accomplished from time to time
with respect to the Drawings and Specifications, including the addition of
items or materials that may have been omitted from the Drawings or
Specifications but that are necessary to complete a detail shown, specified
or reasonably inferable therefrom. If any item or material shown on the
Drawings is omitted from or excepted in the Specifications, or vice versa,
or if any omitted item or material is inferable to complete the detail
shown or specified, Contractor shall, without any increase in the Contract
Sum or extension of the Contract Time, furnish and install such item or
material of type and quality as established by the balance of the detail
shown and specified.
7.1.5 Contractor represents and warrants that, to the extent reasonable
under the circumstances, it has studied and familiarized itself with the
Contract Documents and the site and the utility services provided thereto.
Any change in the Work required because Contractor failed to anticipate or
discover a condition at the site or failed to anticipate or discover that
the utility services to the site or the Contract Documents are insufficient
to complete the Work, which change could have been avoided had Contractor
properly studied and familiarized itself with the Contract Documents and
the site and the utility services provided thereto, shall not result in any
increase in the Contract Sum or extension of the Contract Time.
7.1.6 If the adjustment to the Contract Sum resulting from a change in the
Work is determined under Paragraph 7.3.6, the following shall apply:
.1 The cost of the Work shall include an allowance for Contractor's
overhead or profit in the form of an adjustment in Contractor's
Fee (but only in accordance with Article 17 hereof) pursuant to
the terms of the Contract, subject to Owner's approval in all
cases.
.2 On Work performed by Subcontractors (excluding the Contractor's
architect and engineer), but not by Sub-subcontractors, the
Subcontractors' allowance for overhead and profit shall not
exceed 15% of direct costs.
5
<PAGE>
.3 On Work performed by Sub-subcontractors, the subcontractors'
allowance for overhead and profit shall not exceed 10% of total
direct costs.
Delete Subparagraph 7.2.1 and insert the following:
A "Change Order" is a written order to the Contractor signed by the Owner
or its authorized agent issued after the execution of this Agreement and
the finalization of any applicable Drawings and Specifications, authorizing
a Change in the Project or the method or manner of performance and/or an
adjustment in the Project Construction Budget or the Substantial Completion
Date. Subcontractors shall be entitled to adjustment of their fees and
costs for Change Order work in accordance with the terms of their
respective Subcontracts. The Contractor shall be entitled to compensation
for all Costs of the Project incurred by Contractor in connection with the
applicable Change Order work as per the parameters outlined in Section
7.1.1 above.
In the second and fifth lines of Subparagraph 7.3.6 change "Architect" to
"Owner."
Add the following new Subparagraph at the end of Paragraph 7.3:
7.3.10 Contractor shall submit to Owner, within seven (7) days after a
written request therefor from Owner or within seven (7) days after an order
to proceed with a change in the Work pending issuance of a Change Order, an
accurate written estimate of any increase or decrease in costs and of any
delay in the time of completion that will result from the proposed change.
The estimate shall indicate the quantity and unit price of each item of
materials and the number of hours of work and hourly rate for each class of
labor, as well as the description and amounts of all other costs and
sources of delay.
ARTICLE 8 - TIME
Insert the following:
8.1.3 The date of Substantial Completion is the date established in
accordance with Paragraph 9.8.
ARTICLE 9 - PAYMENTS AND COMPLETION
Add the following to 9.3.1:
The form of application for payment shall be AIA Document G702,
"Application and Certification for Payment", supported by AIA Document G73,
"Continuation Sheet". Two copies of the Application for Payment shall be
submitted and sworn before a notary public.
Without limitation of the foregoing, each Application for Payment shall be
accompanied by:
(i) a certificate from Contractor itemizing all claims for
extras for which no Change Order has been processed, and
listing all Change Orders that have been processed that
affect the Contract Sum;
(ii) Such other certifications or evidence supporting
Contractor's right to payment as the Owner's landlord may
require;
(iii) an affidavit of Contractor that all amounts owed to
Subcontractors, to suppliers of materials, and to laborers
for work and materials, furnished for the purpose of the
performance of the Work or otherwise related to
6
<PAGE>
such Work for which payment is made have been paid in full,
and waiving any claim for a mechanics or materialman's lien
on the Work;
(iv) a waiver and subordination of lien in form and substance
satisfactory to the Owner in accordance with California lien
law from each Subcontractor performing any portion of the
Work;
(v) if required by Owner or by its lender, other data and
evidence establishing payment or satisfaction of all such
obligations, such as receipts, releases, certificates,
affidavits and subordinations and/or waivers of liens
arising out of the Contract or the Work.
Payment by the Owner to the Contractor less retainage as hereinafter
provided, shall be made in accordance with the terms of this Agreement.
The Owner shall withhold from each monthly payment an amount equal to ten
percent (10%) on account of each Subcontractor's payment. At such time as
each Subcontractor's Work is fifty percent (50%) complete, no further
retainage will be withheld, provided, in the Owner's and Contractor's
opinions, the Subcontractor is performing satisfactorily. The Contractor
will be paid one hundred percent (100%) of its direct costs and fee earned
to the billing date. There will be no retainage, however, on the Design
Phase.
Add the following subparagraph to 9.3.3:
The submission of any Application for Payment shall, upon receipt of such
payment and to the fullest extent permitted by law, be conclusively deemed
to waive all liens with respect to such work, materials and labor to which
Contractor then may be entitled; provided, however, that in no event shall
such waiver of lien rights waive right to payment for such work, materials
and labor.
If a lien or notice of contract is filed or claimed against the Work by any
Subcontractor, Sub-Subcontractor, laborer or supplier of materials,
Contractor shall immediately bond such lien or cause such lien to be
discharged. Any payment due Contractor under the Contract Documents shall
be reduced by an amount up to two hundred percent (200%) of the amount of
any lien until such lien is removed as of record and/or bonded.
Insert the following:
9.4.2 An Application for Payment will constitute a representation by
Contractor to Owner that the Work has progressed to the point indicated and
that the quality of the Work is in accordance with the Contract Documents.
Insert the following at the beginning of Subparagraph 9.5.1:
"Owner may withhold payment in whole or in part, to the extent reasonably
necessary to protect Owner, if the representations in Subparagraph 9.4.2
cannot be made. The Owner may also withhold payment or, because of
subsequently discovered evidence, may nullify the whole or a part of a
payment previously issued, to such extent as necessary to protect the Owner
from loss for which the Contractor is responsible, including loss resulting
from acts and omissions described in Subparagraph 3.3.2 because of:"
Delete Subparagraph 9.7.1. Section 12.2 as revised in A191, Part 2 to govern
failure of payment.
7
<PAGE>
Insert the following:
9.8.1 The Date of Substantial Completion of the Work or any designated
portion thereof is the date when (i) the Project is available for occupancy
by Owner such that Owner can operate with a minimum of interference by
Contractor and is complete with the exception of punch list items of a
minor nature, and (ii) Contractor has supplied Owner with a certificate of
occupancy or an equivalent use or occupancy permit acceptable to Owner
issued by the building inspector within the municipality where the Project
is being constructed.
Add the following to the end of Subparagraph 9.8.5.
After the release of retainage, Owner shall retain 200% of the cost
necessary to complete any punch list items.
Add the following Subparagraph 9.9.4:
All trade discounts (unless resulting from Contractor's advance payment
before being compensated therefor by Owner), rebates and refunds, and all
returns from sale of surplus materials and equipment, shall be credited to
the Cost of the Project. In the event of a discount offered by a
subcontractor at the time of bid, Contractor shall inform and discuss with
Owner such discount opportunity.
Insert the following:
9.10.1 Upon receipt of written notice that the Work is ready for final
inspection and acceptance and upon receipt of a final Application for
Payment, the Owner will promptly make such inspection and when the Owner
finds the Work acceptable under the Contract Documents and the Contract
fully performed, the following Subparagraphs of this Paragraph 9.10.1 shall
apply.
ARTICLE 10
Insert the following:
10.3.2 If any hazardous substances, oils, asbestos or the like, as defined
by statute or otherwise, ("Hazardous Materials") are released in, on or
about the Project site by Contractor or any of its contractors, or their
respective employees, agents or representatives (without any fault on the
part of Owner, its separate contractors or their respective employees,
agents or representatives) in connection with Contractor's performance of
the Work hereunder, Contractor shall immediately take all steps necessary
to deal with the Hazardous Materials in accordance with all applicable laws
it being understood that Owner will have no obligation or liability
whatsoever with respect to the same. To the extent permitted by law,
Contractor shall indemnify and hold Owner harmless from and against all
costs, including, without limitation, reasonable attorneys' fees,
remediation costs and liability arising by virtue of such a release of
Hazardous Materials in any form on or about the Project site as a result of
the act, omission or neglect of Contractor or any of its contractors, or
their respective employees, agents and representatives (and without any
fault on the part of Owner, its separate contractors or their respective
employees, agents and representatives as aforesaid), which indemnity
obligations shall survive final payment and termination of this Contract.
In the 5th line of Subparagraph 10.2.5 delete "or Architect." In the 5th and
6th lines thereof, delete "either of them" and substitute "Owner" in both
places.
8
<PAGE>
ARTICLE 11 - INSURANCE AND BONDS
Add the following clause to 11.1:
11.1.1.9 Liability Insurance shall include all major divisions of coverage
and be on a comprehensive basis including:
1. Premises Operation (including X, C and U coverage as applicable).
2. Independent Contractor's Protective.
3. Products and Completed Operations.
4. Personal Injury Liability with Employment Exclusion deleted.
5. Contractual, including specified provision for Contractors.
6. Owned, Non-owned and Hired Motor Vehicles
7. Broad Form Property Damage including Completed Operations.
11.1.2.1 If the General Liability coverage is provided by a Commercial
General Liability Policy on a "claims-made" basis, the policy date shall
predate the Contract termination date of the policy or applicable extended
reporting period shall be no earlier than the termination date of coverage
required to be maintained after final payment certified in accordance with
Subparagraph 9.10..2.
11.1.2.2 The insurance required by Subparagraph 11.1.1 shall be written
for not less than the following, or greater if required by law:
1. Worker's Compensation:
a) State: Statutory
b) Applicable Federal: Statutory
c) Employer's Liability: $100,000.00
2. Comprehensive General Liability (including Premises-Operations, Protective,
Products and Completed Operations; Broad Form Property Damage):
a) Bodily Injury:
$1,000,000.00 Each Occurrence
$1,000,000.00 Annual Aggregate
b) Property Damage:
$1,000,000.00 Each Occurrence
$1,000,000.00 Annual Aggregate
c) Other Insurance: Owned, Non-owned and Hired Motor
Vehicles: $1,000,000.00 Single Limit
d) Additionally-named Insureds:
NaviSite, Inc.
CMGI, Inc.
CARRAMERICA REALTY CORPORATION
including employees, Consultants and agents of the
above parties.
9
<PAGE>
3. Contractual Liability:
a) Bodily Injury:
$1,000,000.00 Each Occurrence
$1,000,000.00 Annual Aggregate
b) Property Damage:
$1,000,000.00 Each Occurrence
$1,000,000.00 Annual Aggregate
4. Personal Injury with Employment Exclusion deleted:
$1,000,000.00 Each Person
$1,000,000.00 Annual Aggregate
5. Comprehensive Automobile Liability:
a) Bodily Injury:
$ 500,000.00 Each Person
$1,000,000.00 Annual Aggregate
b) Property Damage:
$1,000,000.00 Each Occurrence
6. Excess Umbrella Liability: $9,000,000.00 Annual Aggregate
7. Contractor shall provide adequate Fire and Extended Coverage Insurance to
cover equipment, tools, etc. owned or rented by it, its subcontractors; the
capital value of which is not included in the Work, and those materials
stored on the site for which payment by Owner has not been approved. Such
coverage shall include an endorsement to the effect that the underwriter
waive its rights of subrogation against Owner.
8. Contractor shall secure and protect itself, and shall secure and indemnify
Owner and its representatives or employees from any claim of liability,
expense, cause of action, loss or damage whatsoever for any injury,
including death, to any person or property in the performance of this
Contract; it being the intent of this Contract to protect and indemnify
Owner and such representatives and employees from any and all loss arising
out of or in connection with the Work performed under this Contract.
11.1.4 Contractor's liability insurance must be maintained until final
certificate of payment is issued pursuant to Paragraph 9.10.2 and completed
Operators Insurance is in effect.
11.1.5 Certificates of insurance must be submitted on AIA Document G715
Certificate of Insurance, or such other form as acceptable to Owner.
Delete Subparagraph 11.3.3.
10
<PAGE>
Insert the following at the end of Subparagraph 11.4.1.3:
except to the extent that the applicable loss arises from the negligence or
intentional misconduct of Contractor or any of its Subcontractors of any
tier, or the employees or agents of any of them, in which event Contractor
shall be liable for such deductible amounts.
ARTICLE 12 - UNCOVERING AND CORRECTION OF WORK
Add the following to the end of Subparagraph 12.1.2:
and any cost, loss or damage suffered by Owner as a result of such defect
or failure shall be borne by Contractor. This obligation shall survive
termination of the Contract.
Add to Subparagraph 12.2.1.1 in the first line after the word "promptly" the
words "but in all events within thirty (30) days".
Insert the following:
12.2.2.3 The one year period for correction of Work shall be extended by
corrective Work performed by Contractor pursuant to this Paragraph 12.2 for
a period of one year after the date of completion of such corrective Work,
but only with respect to the item or portion of Work so corrected. In no
event shall the period of correction for any portion of the Work be
extended to a date beyond the date that is two (2) years after the date of
Substantial Completion.
ARTICLE 13 - MISCELLANEOUS PROVISIONS
Add the following to Paragraph 13.2.2:
Owner shall have the right, at any time, to assign its rights under this
Contract to any person or entity, without consent of Contractor and shall
have the further right to assign any moneys due or to become due hereunder
upon written notice to Contractor.
Insert the following:
13.3.1 Written notice shall be delivered by hand or shall be mailed by
registered or certified mail, return receipt requested, or sent by a
recognized overnight mail courier (e.g. Federal Express, DHL) addressed to
the party for whom it was intended at its address appearing on the Owner-
Contractor Agreement or to any other address that any such party may
designate by like notice to the others. Any such notice shall be deemed
duly given when so hand delivered or when deposited with the U.S. Postal
Service or with such overnight courier service. Copies of all notices to
Owner must also be sent to: Mr. Joel Rosen, Chief Executive Officer,
NaviSite, Inc., 100 Brickstone Square, Andover, MA 01810.
Add the following new Subparagraph 13.7.2:
13.7.2 Notwithstanding any provision of Subparagraph 13.7.1 to the
contrary, no applicable statute of limitations shall be deemed to have
commenced with respect to any portion of the Work that is not in accordance
with the requirements of the Contract Documents, that would not be visible
or apparent upon conducting a reasonable investigation, and that is not
discovered by the Owner until after the date that, but for this
Subparagraph 13.7.2, would be the date of commencement of the applicable
statute of limitations. The applicable statute of limitations instead
shall be deemed to have commenced on the date of such discovery by the
Owner.
11
<PAGE>
Add the following new Paragraph 13.8:
13.8 Notwithstanding any provision of this Contract to the contrary,
neither Owner nor any member, partner, officer, director, shareholder,
employee, or agent of Owner, or any of their respective successors or
assigns shall have any personal liability for the payment or performance of
any obligation of Owner hereunder.
Add the following new Subparagraph 13.9:
13.9 Each party shall deliver to the other, within ten days after written
request, a certificate as to (i) the date through which payments due to
Contractor hereunder have been made, (ii) the remaining balance of the
Contract Sum due to Contractor hereunder, (iii) whether there have been any
amendments or modifications to the Contract, (iv) whether the certifying
party is in default of any obligation of the certifying party under the
Contract, (v) whether to the best of the certifying party's knowledge, the
requesting party is in default of any obligation of the requesting party
under the Contract, (vi) such other matters as to which the requesting
party may reasonably request certification.
Add the following new Subparagraph 13.10
The employees of Contractor listed on Schedule 13.10 attached hereto shall
be dedicated to the Work and shall not be removed or replaced from the Work
without Owner's prior written consent.
The Project Manager identified on Schedule 13.10 shall be Contractor's
representative under the Contract Documents (the "Contractor's
Representative"), and shall be authorized to take all actions and make all
decisions to be made or taken by Contractor under the Contract Documents,
and all such actions and decisions of Contractor's Representative shall be
binding upon Contractor under the Contract Documents.
ARTICLE 14 - TERMINATION OR SUSPENSION OF CONTRACT
Insert the following:
14.2.1: Owner may terminate the Contract if Contractor:
.1 refuses or fails to supply enough properly skilled workers or
proper materials and such refusal or failure is not cured
within seven (7) days after notice from Owner;
.2 fails to make payment to Subcontractors for materials or labor
in accordance with the respective agreements between
Contractor and such Subcontractors;
.3 violates any applicable law, code, rule, regulation or order
of a public authority having jurisdiction, which violation is
not cured within the grace period, if any, provided under such
law, code, rule, regulation or order;
.4 breaches any other provision of the Contract Documents and
such breach is not cured within seven (7) days after notice
from Owner;
.5 files a petition or consents to the filing of a petition,
under any federal or state law concerning bankruptcy,
reorganization, insolvency or relief from creditors;
.6 has filed against without its consent, a petition under any
federal or state law concerning bankruptcy, reorganization,
insolvency or relief from creditors which is not dismissed
within sixty (60) days:
12
<PAGE>
.7 becomes insolvent;
.8 consents to the appointment of a receiver, trustee,
liquidator, custodian or the like of all or any substantial
portion of its assets;
.9 without its consent, has a receiver, trustee, liquidator,
custodian or the like appointed with respect to it or any
receiver, trustee, liquidator, or the like take possession of
all or any substantial portion of its assets and such
appointment or possession is not terminated within sixty (60)
days; or
.10 makes an assignment for the benefit of creditors.
Insert the following new Paragraph 14.4 after Paragraph 14.3:
14.4.1 Owner may, at its option, terminate the Contract without cause
upon ten (10) days' notice to Contractor, upon which termination
Owner shall: (i) pay Contractor for the portion of the
Contractor's Fee earned as of the date of termination, (ii) pay
for all Costs of the Work properly incurred as of the date of
termination, and (iii) reimburse Contractor for any proven loss or
damages from any supplier or Subcontractor engaged on the Work
(with Owner's approval) arising from such termination.
ADD THE FOLLOWING ARTICLES
ARTICLE 15 - CERTIFIED GUARANTEE AND WARRANTY TO OWNER
15.6 Contractor shall provide a project Guarantee/Warranty, on its
letterhead, in the general format shown on the following page.
ARTICLE 16 - MISCELLANEOUS
16.1 If a dispute or claim arises out of or relates to this Contract or its
breach, except for claims that have been waived by the making or acceptance of
final payment, the parties will endeavor to settle the dispute first through
direct discussions.
16.2 Contractor hereby represents that any computer software, hardware,
documentation, data, services, and other related items ("Procured Products")
provided by Contractor pursuant to this Agreement, or any component part
thereof, shall not with respect to any date data that the Procured Products uses
in any manner and any system date that the Procured Product uses as its current
date, malfunction, cease to function, generate incorrect data, or produce
incorrect results. Contractor further represents that, in connection with
providing date data to and accepting date data from other automated,
computerized, and/or software systems and users via user interfaces, electronic
interfaces, and data storage, the Procured Product represents dates without
ambiguity as to century. If the Procured Product is century noncompliant in any
respect, Contractor shall, at no cost to Owner, within thirty (30) days, correct
the noncompliance and provide the corrected compliant Procured Product to Owner.
With respect to all obligations of Contractor set forth in this subparagraph
("Y2000 Obligations"), Contractor shall contractually impose all such Y2000
Obligations on Subcontractors and suppliers.
13
<PAGE>
ARTICLE 17
The following provisions are inserted in lieu of Article 9 of AIA Document A191
Part 1 and Article 13 of AIA Document A191 Part 2:
Contractor's Fee
----------------
17.1 In consideration of the performance of the Contract, the Owner shall pay
the Contractor in current funds as compensation for his services a Contractor's
Fee as set forth in Subparagraphs 17.1.1 and 17.1.2. The Contractor's Fee is
part of the Contract Sum.
17.1.1 For the performance of the Design Phase services, the Contractor's Fee
shall be $75,000.00.
17.1.2 For the performance of Construction Phase services, the Contractor's Fee
shall be $150,000, which shall be paid proportionately to the ratio that the
monthly payment for the Cost of the Project bears to the estimated cost of the
Project, as set forth in the Project Budget, as the same may be adjusted from
time to time upon approval by Owner. Any balance of this fee shall be paid at
the time of final payment.
17.2 Adjustments in fee shall be made as per Article 17.2.1 only if the
parameters of the scope of the Work expand beyond that which is outlined in
Exhibit A and/or if circumstances beyond the control of the Contractor require
an extension of Contractor service beyond the date of November 1, 1999.
17.2.1 For changes in the Project Schedule as provided for in Article 7, the
Contractor's Fee shall be adjusted by an amount equal to $1.55 per each $1.00 of
Contractor direct labor cost of project manager and superintendent only.
17.2.2 For delays in the Project not the responsibility of the Contractor as
defined in the Agreement there will be an equitable adjustment in the fee and
general conditions costs to compensate the Contractor for its increased
expenses, if any.
17.3 Included in the Contractor's Fee are the following:
17.3.1 Salaries or other compensation of the Contractor's employees at the
principal office except the time of Mario Wijtman dedicated to the Project as
set froth in Exhibit B.
17.3.2 General operating expenses of the Contractor's principal and branch
offices other than the field office.
17.3.3 Any part of the Contractor's capital expenses, including interest on the
Contractor's capital employed for the Project.
17.3.4 Overhead or general expenses of any kind, except as may be expressly
included in Article 18.
ARTICLE 18
Cost of the Project
-------------------
18. The term Cost of the Project shall mean charges for services provided by
the Contractor and costs necessarily incurred in the Project during either the
Design or Construction Phase, and paid by the Contractor. The Cost of the
Project is part of the Contract Sum.
18.1 The Owner shall pay the Contractor for the Cost of the Project as defined
in this Article 18. Such payment shall be in addition to the Contractor's Fee
stipulated in Article 17.
18.2 Cost Items
14
<PAGE>
18.2.1 Charges for services provided by the Contractor's employees based on:
18.2.1.1 Direct Personnel Expense (as defined in 18.2.1.2) of those employees
stationed at the field office, in whatever capacity employed, as per Exhibit B.
18.2.1.2 Direct Personnel Expense is defined as the direct salaries of the
Contractor's employees engaged in performing the services under this Agreement
as described in Subparagraph 18.2.1.1 and the cost of all employee fringe
benefits, including, without limitation, medical and workers' compensation
insurance, allowed absences, vacations, pension and/or profit sharing, all in
accordance with the Contractor's standard personnel policy, and taxes for such
items as unemployment compensation and social security, as per Exhibit B.
18.2.2 Reasonable transportation, traveling, moving, temporary subsistence and
hotel expenses of the Contractor or of its officers or employees incurred in
discharge of duties connected with the Project, all in accordance with the
Contractor's standard personnel policy; provided that such expenses are approved
in advance by Owner.
18.2.3 Cost of all materials, supplies and equipment incorporated in the
Project, including costs of transportation and storage thereof.
18.2.4 Payments made by the Contractor to Subcontractors for their Work
performed pursuant to contract under this Agreement, including the cost of any
Subcontractor payment and performance bonds required by Owner or any applicable
government authority.
18.2.5 Cost, including transportation and maintenance, of all materials,
supplies, equipment, vehicles, and temporary facilities, that are employed and
consumed in the performance of the Work, and cost less salvage value on such
items used but not consumed that remain the property of the Contractor.
18.2.6 Rental charges of all necessary machinery and equipment, exclusive of
hand tools, used at the site of the Project, whether rented from the Contractor
or others, including installation, repairs and replacements, dismantling,
removal, costs of lubrication, transportation and delivery costs thereof, at
rental charges consistent with those prevailing in the area.
18.2.7 Cost of the premiums for all insurance and bonds which the Contractor is
required to procure by this Agreement or is deemed necessary by the Contractor
and approved by Owner.
18.2.8 Sales, use, gross receipts or similar taxes related to the Project
imposed by any governmental authority, and for which the Contractor is liable.
18.2.9 The Contractor shall not indemnify for patent infringement as may be
caused by the design documents of the Architect/Engineer, except to the extent
that Contractor knew that the applicable material, equipment or technique
infringed upon the patent rights of any third party and failed to notify Owner
and Architect/Engineer prior to the installation or procurement thereof.
18.2.10 Losses, expenses or damages to the extent not compensated by insurance
or otherwise, including settlement of trade contractor claims or suits with
prior Owner approval. written approval.
18.2.11 Project expenses such as telegrams, long-distance telephone calls,
telephone service at the site, expressage, printing, reproduction and similar
items, as per Exhibit B.
18.2.12 Cost of removal of all debris.
15
<PAGE>
18.2.13 Cost incurred due to an emergency affecting the safety of persons and
property except to the extent such emergency is caused by the negligence of the
Contractor.
18.2.14 Cost of supplies for job site computer.
18.2.15 Legal costs reasonably and properly incurred by the Contractor in the
discharge of its duties under this Agreement with prior Owner written approval.
18.2.16 All costs directly incurred in the performance of the Project and not
included in the Contractor's Fee as set forth in Paragraph 17.3, subject to
Owner's prior written approval, which shall not be unreasonably withheld.
18.2.17 Fines, penalties, sanctions or impositions assessed or imposed by any
governmental body, instrumentality or tribunal to the extent arising as a result
of Contractor proceeding with the Work at the specific direction of Owner
provided that (a) Contractor has informed Owner in writing that proceeding
without a specified permit or other authorization could result in the imposition
of fines, penalties, sanctions or impositions (collectively, "Fines"), (b)
Contractor informs Owner in writing as to the magnitude and scope of such Fines
and other possible ramifications, and (c) Owner directs Contractor to proceed
with the Work so affected.
18.2.18 The Cost of the Project shall not include:
.1 Cost due to the negligence of Contractor or to the failure of
Contractor to fulfill a specific responsibility to Owner set forth in the
Contract Documents.
.2 Except as provided in Subparagraph 18.2.17 above, fines, penalties,
sanctions or impositions assessed or imposed by any governmental body,
instrumentality or tribunal to the extent arising from any act or omission of
Contractor or any Subcontractor.
.3 Costs of accelerating the Work to the extent caused by the negligence
or default of Contractor.
.4 Costs resulting from the failure of Contractor or any Subcontractor to
procure and maintain insurance as required by the Contract Documents.
.5 Overtime required to the extent caused by the negligence or fault of
Contractor.
.6 Project incentive bonuses, except as approved in advance by Owner in
writing.
.7 Cost of bonding or securing liens or defending claims filed by any
Subcontractor or supplier arising from any default by Contractor in making any
payment due to any such Subcontractor or supplier, unless such default by
Contractor is due to a default by Owner in making progress payments to
Contractor hereunder.
.8 Losses or expenses for which Contractor is compensated by insurance.
16
<PAGE>
18.3 All costs directly or indirectly incurred in the performance of the
Project and not included in the Contractor's Fee as set forth in Article 17 are
subject to Owner's prior written approval.
[RFA]
OWNER: CONTRACTOR:
NAVISITE, INC. XL CONSTRUCTION
By: /s/ Kenneth W. Hale By: /s/ Mario P. Wijtman
-------------------------------- -------------------------------
Name: Kenneth W. Hale Name: Mario P. Wijtman
------------------------- -----------------------
Title: CFO Title: Vice President
------------------------- -----------------------
17
<PAGE>
(CONTRACTOR'S LETTERHEAD)
NAME AND ADDRESS OF OWNER Date:
----------------------------
Re:
----------------------------
(Name of Project)
Gentlemen:
The undersigned guarantees Owner that it will be responsible for faulty
materials, equipment and workmanship and that it will remedy all defects due
thereto and pay for all damages to other work resulting therefrom that shall
appear within a period of one (1) year from the date at which Substantial
Completion of the work is acknowledged in writing by Owner.
During this period, upon written notice, the undersigned will proceed with due
diligence at the undersigned's expense to replace properly all defective
materials and equipment and perform all labor necessary to correct all defects
in the work.
In case the undersigned fails upon reasonable notice to remedy such defects,
Owner may, in addition to and without limitation of any other rights or remedies
Owner may have, furnish such materials or labor as are necessary to do so, and
the undersigned shall reimburse Owner fully and promptly upon demand.
Guarantees from Contractor shall be supported by individual guarantees from each
trade or subcontractor and manufacturer or supplier covering work performed and
material and equipment.
All materials, fixtures, appliances, equipment and other items requiring
excessive servicing during the guarantee period will be considered defective and
shall be made good, replaced and/or corrected to the satisfaction of Owner,
under the terms of this letter.
Owner shall have the right to assign its rights and remedies under this
guarantee to any successor owner of the Project.
The furnishing of the above guarantee and all other special guarantees required
by the Contract Documents shall be a condition precedent to payment of
retainage.
-----------------------------------
Signature of Contractor
-----------------------------------
(Notarized)
18
<PAGE>
GUARANTY
--------
CMGI, Inc. hereby guarantees the payment and performance by Tenant of its
obligations under the foregoing Contract, subject to, and in accordance with,
the terms and provisions thereof.
Notwithstanding anything to the contrary contained herein, this Guaranty and all
of Guarantor's obligations and agreements hereunder shall terminate and be of no
further force or effect immediately upon the closing of the sale of shares of
common stock of NaviSite, Inc. in a public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended.
CMGI, INC.
By:
----------------------------------
Name:
Title:
19
<PAGE>
Schedule 13.10
Dedicated employees of Contractor:
Project Manager: Craig DeBrine
Project Superintendent: Kevin Brittner
Project Executive: Mario Wijtman
General Superintendent: Jeffe Fyffe
Project Engineer: Neil Netzer
20
<PAGE>
GUARANTY
--------
Reference is hereby made to that certain Construction Agreement dated as of
June 14, 1999 by and between XL Construction ("Design/Builder") and NaviSite,
Inc. ("Owner") (the "Agreement"). Capitalized terms used herein and not
otherwise defined shall have the respective meanings ascribed to such terms in
the Agreement.
CMGI, Inc. ("Guarantor") hereby guarantees the payment and performance by
Owner of its obligations under the Agreement, subject to, and in accordance
with, the terms and provisions thereof.
Notwithstanding anything to the contrary contained herein, this Guaranty
and all of Guarantor's obligations and agreements hereunder and under the
Agreement shall terminate and be of no further force or effect immediately upon
the closing of the initial public offering of shares of common stock of Owner
pursuant to an effective registration statement under the Securities Act of
1933, as amended.
CMGI, INC.
By:
---------------------------------
Name:
Title:
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
NaviSite General Conditions
Exhibit "B"
7/9/99
-----------------------------------------------------------------------------------------------------------------------------------
XL DIRECT WORK
-----------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION LABOR MATERIAL/EQUIPMENT TOTAL
-------------------------------------------------------------------------------------------------------------
UPS TASK HR QTY UNIT RATE SUBTOTAL QTY UNIT RATE SUBTOTAL
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SITE FACILITIES
-----------------------------------------------------------------------------------------------------------------------------------
1200 Jobsite Office Trailers 0 40 HR $ 38 $ 1,520 5 MO $460 $ 2,300 $ 3,820
-----------------------------------------------------------------------------------------------------------------------------------
1205 Storage Sheds 0 $ 0 $ 0 4 MO $200 $ 800 $ 800
-----------------------------------------------------------------------------------------------------------------------------------
1210 Phones (Usage Only) 0 $ 0 $ 0 5 MO $800 $ 4,000 $ 4,000
-----------------------------------------------------------------------------------------------------------------------------------
1210 Phones - set-up 0 $ 0 $ 0 LS $700 $ 700 $ 700
-----------------------------------------------------------------------------------------------------------------------------------
1220 Jobsite Radios 0 $ 0 $ 0 15 MO $ 65 $ 975 $ 975
-----------------------------------------------------------------------------------------------------------------------------------
1230 Utilities Usage 0 $ 0 $ 0 BY OWNER $ 0 $ 0 $ 0
-----------------------------------------------------------------------------------------------------------------------------------
1240 Water and Sewer 0 $ 0 $ 0 BY OWNER $ 0 $ 0 $ 0
-----------------------------------------------------------------------------------------------------------------------------------
1250 Copier and Fax 0 $ 0 $ 0 5 MC $550 $ 2,750 $ 2,750
-----------------------------------------------------------------------------------------------------------------------------------
1260 Computers and Printers 0 $ 0 $ 0 IN RATES $ 0 $ 0 $ 0
-----------------------------------------------------------------------------------------------------------------------------------
Reproductions (SHOP DWGS
1270 ONLY) 0 $ 0 $ 0 4 MO $250 $ 1,000 $ 1,000
-----------------------------------------------------------------------------------------------------------------------------------
1280 Postage and Courier 0 $ 0 $ 0 4 MO $500 $ 2,000 $ 2,000
-----------------------------------------------------------------------------------------------------------------------------------
1290 Office Supplies 0 $ 0 $ 0 4 MO $350 $ 1,400 $ 1,400
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL $ 1,520 $15,925 $ 17,445
-----------------------------------------------------------------------------------------------------------------------------------
SUPERVISION/PROJECT MANAGEMENT
-----------------------------------------------------------------------------------------------------------------------------------
1300 Project Executive-WILTMAN 0 20 WK $ 1,680 $33,600 0 $ 0 $ 0 $ 33,600
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------
1310 Project Manager-DEBRINE 0 20 WK $2,400 $ 48,000 0 $ 0 $ 0 $ 48,000
------------------------------------------------------------------------------------------------------------
1320 Project Engineer-NETZER 0 22 WK $1,600 $ 35,200 0 $ 0 $ 0 $ 35,200
------------------------------------------------------------------------------------------------------------
1330 Project Coordinator-FULLTIME 0 20 WK $1,200 $ 24,000 0 $ 0 $ 0 $ 24,000
------------------------------------------------------------------------------------------------------------
1350 General Supt. dy/wk - FYFFE 0 17 WK $ 480 $ 8,160 0 $ 0 $ 0 $ 8,160
------------------------------------------------------------------------------------------------------------
1350 General Superintendent-BRITTNER - 17 WK $2,080 $ 35,360 0 $ 0 $ 0 $ 35,360
------------------------------------------------------------------------------------------------------------
TOTAL $184,320 $ 0 $184,320
------------------------------------------------------------------------------------------------------------
SAFETY
------------------------------------------------------------------------------------------------------------
1400 Safety Engineer 0 4 TRPS $ 300 $ 1,200 0 $ 0 $ 0 $ 1,200
------------------------------------------------------------------------------------------------------------
1410 Safety Coordinator 0 17 WK $ 608 $10,336 4 MO $600 $ 2,400 $ 12,736
------------------------------------------------------------------------------------------------------------
1420 0 $ 50 $ 0 $ 0 $ 0 $ 0
------------------------------------------------------------------------------------------------------------
TOTAL $ 11,536 $ 2,400 $ 13,936
------------------------------------------------------------------------------------------------------------
DEBRIS REMOVAL
------------------------------------------------------------------------------------------------------------
1500 Interim Cleaning 0 COST OF WORK $ 32 $ 0 0 $ 0 $ 0 $ 0
------------------------------------------------------------------------------------------------------------
1510 Debris Boxes 0 COST OF WORK $ 32 $ 0 0 $ 0 $ 0 $ 0
------------------------------------------------------------------------------------------------------------
TOTAL $ 0 $ 0 $ 0
------------------------------------------------------------------------------------------------------------
TEMPORARY FACILITIES
------------------------------------------------------------------------------------------------------------
1600 Temporary Toilets 0 $ 38 $ 0 20 MC $200 $ 4,000 $ 4,000
------------------------------------------------------------------------------------------------------------
1610 Temporary Fence 0 COST OF WORK $ 38 $ 0 0 $ 0 $ 0 $ 0
------------------------------------------------------------------------------------------------------------
1620 Temporary Power & Lighting 0 BY OB $ 38 $ 0 0 $ 0 $ 0 $ 0
------------------------------------------------------------------------------------------------------------
NOT
1630 Winter Weather 0 REQ $ 38 $ 0 0 $ 0 $ 0 $ 0
------------------------------------------------------------------------------------------------------------
TOTAL $ 0 $ 4,000 $ 4,000
------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------
BONDS
-------------------------------------------------------------------------------------------------------------
NOT
1700 Bonds 0 REQ $ 0 $ 0 0 $ 0 $ 0 $ 0
-------------------------------------------------------------------------------------------------------------
TOTAL $ 0 $ 0 $ 0
-------------------------------------------------------------------------------------------------------------
INSURANCE
-------------------------------------------------------------------------------------------------------------
1800 Liability Insurance 0 COST OF WORK $ 0 $ 0 0 $0.0075 $ 0 $ 0
-------------------------------------------------------------------------------------------------------------
1800 Builders Risk Insurance 0 COST OF WORK $ 0 $ 0 0 $ 0.000 $ 0 $ 0
-------------------------------------------------------------------------------------------------------------
TOTAL $ 0 $ 0 $
-------------------------------------------------------------------------------------------------------------
TOTAL OF ALL "GC" COSTS ABOVE $219,701
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
-------------------------------------------------------------------------------------------------------------------
ID Task Name Dura- Start Finish Predecessors
tion
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 PRECONSTRUCTION 119d Mon 4/26/99 Tue 10/12/99
-------------------------------------------------------------------------------------------------------------------
2 PLANNING DEPARTMENT SUBMISSIONS 22d Mon 5/24/99 Wed 6/23/99
-------------------------------------------------------------------------------------------------------------------
3 Equipment Yard 22d Mon 5/24/99 Wed 6/23/99
-------------------------------------------------------------------------------------------------------------------
4 DGA Prepare Equipment Yard Submission Package 7d Mon 5/24/99 Wed 6/2/99 92
-------------------------------------------------------------------------------------------------------------------
5 Planning Department Review 5d Thu 6/3/99 Wed 6/9/99 4
-------------------------------------------------------------------------------------------------------------------
6 DGA Respond to Comments/Re-Submit 10d Thu 6/10/99 Wed 6/23/99 5
-------------------------------------------------------------------------------------------------------------------
7 Planning Department Approval 0d Wed 6/23/99 Wed 6/23/99 6
-------------------------------------------------------------------------------------------------------------------
8 PERMIT AND BID PACKAGE DOCUMENT DEVELOPMENT 75d Wed 4/28/99 Thu 8/12/99
-------------------------------------------------------------------------------------------------------------------
9 PACKAGE #1: STRUCTURAL & UNDERSLAB MEP 61d Thu 4/29/99 Mon 7/26/99
-------------------------------------------------------------------------------------------------------------------
10 Seismic Upgrade 22d Thu 4/29/99 Fri 5/28/99
-------------------------------------------------------------------------------------------------------------------
11 SEI Perform Seismic Upgrade Conceptual Analysis 9d Thu 4/29/99 Tue 5/11/99
-------------------------------------------------------------------------------------------------------------------
12 XL Prepare Conceptual Budgets 1d Wed 5/12/99 Wed 5/12/99 11
-------------------------------------------------------------------------------------------------------------------
13 NaviSite Review/Approve 1.25 Importance Factor 2d Thu 5/13/99 Fri 5/14/99 12
-------------------------------------------------------------------------------------------------------------------
14 SEI Develop Seismic Upgrade Design 10d Mon 5/17/99 Fri 5/28/99 13
-------------------------------------------------------------------------------------------------------------------
15 MEP & Elevator Driven Structural Design 37d Mon 5/3/99 Wed 6/23/99
-------------------------------------------------------------------------------------------------------------------
16 XL Provide Preliminary Elevator Dimensions 1d Mon 5/3/99 Mon 5/3/99 174
-------------------------------------------------------------------------------------------------------------------
17 CEI Size Ductbank Footing Penetration 1d Tue 5/4/99 Tue 5/4/99 53
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
-------------------------------------------------------------------------------------------------------------------
ID Task Name Dura- Start Finish Predecessors
tion
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
18 Therma Provide Preliminary Rooftop Equipment Weight & 1d Wed 6/9/99 Wed 6/9/99 63FS-4d,
F 64FS-4d
-------------------------------------------------------------------------------------------------------------------
19 SEI Develop Structural Designs 14d Fri 6/4/99 Wed6/23/99 17,18FS-4d,
16
-------------------------------------------------------------------------------------------------------------------
20 Underslab MEP 45d Fri 5/21/99 Mon7/26/99
-------------------------------------------------------------------------------------------------------------------
21 CEI Prepare Underslab Conduit Plan 7d Mon 5/24/99 Wed 6/2/99 31,92
-------------------------------------------------------------------------------------------------------------------
22 Therma/DGA Prepare Bathroom Fixture Layout 5d Fri 5/21/99 Thu 5/27/99 33FS-8d
-------------------------------------------------------------------------------------------------------------------
23 NaviSite Review & Approve Bathroom Fixture Layout 2d Fri 5/28/99 Tue 6/1/99 22
-------------------------------------------------------------------------------------------------------------------
24 Therma Prepare Underslab Plumbing Plan 5d Wed 6/2/99 Tue 6/8/99 23
-------------------------------------------------------------------------------------------------------------------
25 Team Issue Structural & Underslab Permit Docs 0d Wed 6/23/99 Wed 6/23/99 14,19,24,
21
-------------------------------------------------------------------------------------------------------------------
26 Team Issue Structural & Underslab CD's 0d Mon 7/26/99 Mon 7/26/99 102
-------------------------------------------------------------------------------------------------------------------
27 PACKAGE #2: INTERIOR TI BUILDOUT 69D Wed 4/28/99 Wed 8/4/99
-------------------------------------------------------------------------------------------------------------------
28 Interior Architectural Design 55d Wed 4/28/99 Thu 7/15/99
-------------------------------------------------------------------------------------------------------------------
29 Data Center (First Floor) 55d Wed 4/28/99 Thu 7/15/99
-------------------------------------------------------------------------------------------------------------------
30 NaviSite Provide Raised Floor Load Requirements 5d Wed 4/28/99 Tue 5/4/99
-------------------------------------------------------------------------------------------------------------------
31 CEI Prepare Preliminary Battery & Electrical Room Lay 12d Thu 4/29/99 Fri 5/14/99
-------------------------------------------------------------------------------------------------------------------
32 Visnick & Caulfield Prepare Schematic Floor Plan 12d Thu 4/29/99 Fri 5/14/99
-------------------------------------------------------------------------------------------------------------------
33 NaviSite Review & Approve Schematic Floor Plan
-------------------------------------------------------------------------------------------------------------------
34 NOC Programming/Schematic Design 5w Mon 5/10/99 Mon 6/14/99
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
-------------------------------------------------------------------------------------------------------------------
ID Task Name Dura- Start Finish Predecessors
tion
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
35 DGA Prepare Access Floor Layout & Specs for Bid 2d Tue 6/8/99 Wed 6/9/99 33FS+3d,30
F+5
-------------------------------------------------------------------------------------------------------------------
36 Finalize & Detail NOC Design 2.5w Tue 6/15/99 Thu 7/1/99 34
-------------------------------------------------------------------------------------------------------------------
37 DGA Prepare DD Docs 10d Wed 5/26/99 Wed 6/9/99 33FS-
10d,34FS-1
-------------------------------------------------------------------------------------------------------------------
38 DD Fly Spec Document Review 1d Thu 6/10/99 Thu 6/10/99 37
-------------------------------------------------------------------------------------------------------------------
39 DGA Prepare Permit Docs 11d Fri 6/11/99 Fri 6/25/99 38
-------------------------------------------------------------------------------------------------------------------
40 DGA Complete CD's 7d Mon 6/28/99 Wed 7/7/99 39
-------------------------------------------------------------------------------------------------------------------
41 CD Fly Speck Document Review 1d Thu 7/8/99 Thu 7/8/99 40
-------------------------------------------------------------------------------------------------------------------
42 DGA Incorporate Fly Speck Comments 5d Fri 7/9/99 Thu 7/15/99 41
-------------------------------------------------------------------------------------------------------------------
43 Administrative Spaces (Second Floor) 54d Thu 4/29/99 Thu 7/15/99
-------------------------------------------------------------------------------------------------------------------
44 Visnick & Caulfield Prepare Schematic Floor Plan 18d Thu 4/29/99 Mon 5/24/99
-------------------------------------------------------------------------------------------------------------------
45 NaviSite Review & Approve Schematic Floor Plan 6d Tue 5/25/99 Wed 6/2/99 44
-------------------------------------------------------------------------------------------------------------------
46 DGA Prepare DD Docs 10d Wed 5/26/99 Wed 6/9/99 45FS-5d
-------------------------------------------------------------------------------------------------------------------
47 DD Fly Spec Document Review 1d Thu 6/10/99 Thu 6/10/99 46,77
-------------------------------------------------------------------------------------------------------------------
48 DGA Prepare Permit Docs 10d Fri 6/11/99 Thu 6/25/99 47
-------------------------------------------------------------------------------------------------------------------
49 CD Fly Speck Document Review 1d Thu 7/8/99 Thu 7/8/99 48,78,41SS
-------------------------------------------------------------------------------------------------------------------
50 DGA Incorporate Fly Speck Comments 5d Fri 7/9/99 Thu 7/15/99 49
-------------------------------------------------------------------------------------------------------------------
51 MEP Design 68d Thu 4/29/99 Wed 8/4/99
-------------------------------------------------------------------------------------------------------------------
52 Electrical Equipment Selection 41d Thu 4/29/99 4/25/99
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
-------------------------------------------------------------------------------------------------------------------
ID Task Name Dura- Start Finish Predecessors
tion
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
53 CEI Prepare Schematic Electrical Design Concepts 3d Thu 4/29/99 Mon 5/3/99
-------------------------------------------------------------------------------------------------------------------
54 NaviSite Review & Approve 3d Tue 5/4/99 Thu 5/6/99 53
-------------------------------------------------------------------------------------------------------------------
55 CEI Prepare Specifications & Equipment Bid Packages 5d Fri 5/7/99 Thu 5/13/99 54
-------------------------------------------------------------------------------------------------------------------
56 Electrical Equipment Bid Period 1w Fri 5/14/99 Thu 5/20/99 55
-------------------------------------------------------------------------------------------------------------------
57 CEI Review & Analyze Equipment Bids 3d Fri 5/21/99 Tue 5/25/99 56
-------------------------------------------------------------------------------------------------------------------
58 Fuel Oil Storage Tanks/Pumps Bid Period 3w Fri 5/28/99 Fri 6/18/99 54FS+3w
-------------------------------------------------------------------------------------------------------------------
59 CEI Review & Analyze Fuel Oil Bids 5d Mon 6/21/99 Fri 6/25/99 58
-------------------------------------------------------------------------------------------------------------------
60 Mechanical Equipment Selection 40d Thu 4/29/99 Fri 6/25/99
-------------------------------------------------------------------------------------------------------------------
61 Therma Prepare Admin. Space Mechanical Concepts 30d Mon 5/3/99 Mon 6/14/99
-------------------------------------------------------------------------------------------------------------------
62 NaviSite Review & Select Admin. Space Design Conce 20d Mon 5/24/99 Mon 6/21/99 61FS-15d
-------------------------------------------------------------------------------------------------------------------
63 Therma Size & Specify Computer Room HVAC Units 15d Fri 4/30/99 Thu 5/20/99
-------------------------------------------------------------------------------------------------------------------
64 Therma Size Admin. Space Equipment & Prepare Spec 5d Tue 6/8/99 Mon 6/14/99 62FS-10d
-------------------------------------------------------------------------------------------------------------------
65 Computer Room Units Bid Period 1w Fri 5/21/99 Thu 5/27/99 63
-------------------------------------------------------------------------------------------------------------------
66 Therma Review & Analyze Computer Room HVAC Unit 15d Fri 5/28/99 Fri 6/18/99 65
-------------------------------------------------------------------------------------------------------------------
67 Admin. Space Equipment Bid Period 1w Tue 6/15/99 Mon 6/21/99 64
-------------------------------------------------------------------------------------------------------------------
68 Therma Review & Analyze admin. Space Equipment Bid 4d Tue 6/22/99 Fri 6/25/99 67
-------------------------------------------------------------------------------------------------------------------
69 Data Center MEP Design (First Floor) 54d Thu 4/29/99 Thu 7/15/99
-------------------------------------------------------------------------------------------------------------------
70 Therma/CEI Prepare Schematic Plan & RCP Drawing: 10d Thu 4/29/99 Wed 5/12/99
-------------------------------------------------------------------------------------------------------------------
71 NaviSite Review & Approve 3d Thu 5/13/99 Mon 5/17/99 70
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
-------------------------------------------------------------------------------------------------------------------
ID Task Name Dura- Start Finish Predecessors
tion
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
72 Therma/CEI Prepare DD Docs 7d Tue 6/1/99 Wed 6/9/99 71,37FF
-------------------------------------------------------------------------------------------------------------------
73 DD Fly Speck Document Review 1d Thu 6/10/99 Thu 6/10/99 38SS,72
-------------------------------------------------------------------------------------------------------------------
74 Therma/CEI Prepare Permit Docs 10d Fri 6/11/99 Thu 6/24/99 73
-------------------------------------------------------------------------------------------------------------------
75 Therma/CEI Incorporate Fly-Speck Comments 5d Fri 7/9/99 Thu 7/15/99 41
-------------------------------------------------------------------------------------------------------------------
76 Administrative Spaces (Second Floor) 54d Thu 4/29/99 Thu 7/15/99
-------------------------------------------------------------------------------------------------------------------
77 Therma/CEI Prepare DD Docs 5d Thu 6/3/99 Wed 6/9/99 45,46FF
-------------------------------------------------------------------------------------------------------------------
78 Therma/CEI Prepare Permit Docs 5d Fri 6/11/99 Thu 6/17/99 47
-------------------------------------------------------------------------------------------------------------------
79 Team Issue Interior TI Buildout Permit Docs 0d Fri 6/25/99 Fri 6/25/99 39,48,74,78
-------------------------------------------------------------------------------------------------------------------
80 Therma/CEI Incorporate Fly-Speck Comments 5d Fri 7/9/99 Thu 7/15/99 49
-------------------------------------------------------------------------------------------------------------------
81 Team Issue Interior TI Buildout Permit CD's 0d Wed 8/4/99 Wed. 8/4/99 42,50,75,80,
107
-------------------------------------------------------------------------------------------------------------------
82 PACKAGE #3: SITE (Includes Equipment Yard) 75d Wed 4/28/99 Thu 8/12/99
-------------------------------------------------------------------------------------------------------------------
83 Site Utilities 52d Thu 4/29/99 Tue 7/13/99
-------------------------------------------------------------------------------------------------------------------
84 CEI Prepare Site Electrical Plan 7d Thu 4/29/99 Fri 5/7/99
-------------------------------------------------------------------------------------------------------------------
85 CEI Obtain P.G.&E. Approval 35d Mon 5/10/99 Mon 6/28/99 84
-------------------------------------------------------------------------------------------------------------------
86 Therma/CEI Identify Conflicts w/Existing UG Natural Gas 1d Tue 7/6/99 Tue 7/6/99 95
-------------------------------------------------------------------------------------------------------------------
87 Allied/CEI Identify Conflicts w/Existing Site Fire Loop 1d Tue 7/6/99 Tue 7/6/99 95
-------------------------------------------------------------------------------------------------------------------
88 Therma Prepare Revised Natural Gas Plan 5d Wed 7/7/99 Tue 7/13/99 86
-------------------------------------------------------------------------------------------------------------------
89 Allied Prepare Revised Site Fire Loop Plan 5d Wed 7/7/99 Tue 7/13/99 87
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
-------------------------------------------------------------------------------------------------------------------
ID Task Name Dura- Start Finish Predecessors
tion
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
90 Equipment Yard 75d Wed 4/28/99 Thu 8/12/99
-------------------------------------------------------------------------------------------------------------------
91 Team Prepare Preliminary Configuration and Location for E 3d Wed 4/28/99 Fri 4/30/99
-------------------------------------------------------------------------------------------------------------------
92 CEI/Therma prepare Preliminary Yard Layout 15d Mon 5/3/99 Fri 5/12/99 91
-------------------------------------------------------------------------------------------------------------------
93 NaviSite Review & Approve 3d Mon 5/24/99 Wed 5/26/99 92
-------------------------------------------------------------------------------------------------------------------
94 DGA/CEI Develop Slab & Enclosure Design 20d Mon 5/24/99 Mon 6/21/99 92
-------------------------------------------------------------------------------------------------------------------
95 CEI/Therma Finalize Equipment & Piping Layout 5d Mon 6/28/99 Tue 7/2/99 93,197,204,
211,2
-------------------------------------------------------------------------------------------------------------------
96 Team Issue Site Permit Docs 0d Tue 7/13/99 Tue 7/13/99 85,88,89,94,
95
-------------------------------------------------------------------------------------------------------------------
97 Team Issue Site CD's 0d Thu 8/12/99 Thu 8/12/99 112
-------------------------------------------------------------------------------------------------------------------
98 PERMITS 35d Wed 6/23/99 Thu 8/12/99
-------------------------------------------------------------------------------------------------------------------
99 Package #1 - STRUCTURAL AND UNDERSLAB MEP PERMIT 22d Wed 6/23/99 Mon 7/26/99
-------------------------------------------------------------------------------------------------------------------
100 Submit Permit Docs to the City 0d Wed 6/23/99 Wed 6/23/99 25
-------------------------------------------------------------------------------------------------------------------
101 City Review 15d Thu 6/24/99 Thu 7/15/99 100
-------------------------------------------------------------------------------------------------------------------
102 Design Team Respond to Comments & Re-Submit 7d Fri 7/16/99 Mon 7/26/99 101
-------------------------------------------------------------------------------------------------------------------
103 Structural & Underslab MEP Permit Issued 0d Mon 7/26/99 Mon 7/26/99 102
-------------------------------------------------------------------------------------------------------------------
104 Package #2 - INTERIOR TI BUILDOUT PERMIT 27d Fri 6/25/99 Wed 8/4/99
-------------------------------------------------------------------------------------------------------------------
105 Submit Permit Docs to the City 0d Wed 6/25/99 Fri 6/25/99 79
-------------------------------------------------------------------------------------------------------------------
106 City Review 20d Mon 6/28/99 Mon 7/26/99 105
-------------------------------------------------------------------------------------------------------------------
107 Design Team Respond to Comments & Re-Submit 7d Tue 7/27/99 Wed 8/4/99 106
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
-------------------------------------------------------------------------------------------------------------------
ID Task Name Dura- Start Finish Predecessors
tion
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
108 Interior Permit Issued 0d Wed 8/4/99 Wed 8/4/99 107
-------------------------------------------------------------------------------------------------------------------
109 Package #3 - SITE (Including Equipment Yard) PERMIT 22d Tue 7/13/99 Thu 8/12/99
-------------------------------------------------------------------------------------------------------------------
110 Submit Permit Docs to the City 0d Tue 7/13/99 Tue 7/13/99 96
-------------------------------------------------------------------------------------------------------------------
111 City Review 15d Wed 7/14/99 Tue 8/3/99 110
-------------------------------------------------------------------------------------------------------------------
112 Design Team Respond to Comments & Re-Submit 7d Wed 8/4/99 Thu 8/12/99 111
-------------------------------------------------------------------------------------------------------------------
113 Interior Permit Issued 0d Thu 8/12/99 Thu 8/12/99 112
-------------------------------------------------------------------------------------------------------------------
114 BUDGET AND GMP DEVELOPMENT 64d Tue 6/22/99 Tue 9/21/99
-------------------------------------------------------------------------------------------------------------------
115 CONCEPTUAL BUDGET 8d Tue 6/22/99 Thu 7/1/99
-------------------------------------------------------------------------------------------------------------------
116 XL Prepare and Submit Conceptual Budget 5d Tue 6/22/99 Mon 6/28/99 13,19FS-
10d,84,9
-------------------------------------------------------------------------------------------------------------------
117 NaviSite Review and Approve Conceptual Budget 4d Tue 6/29/99 Thu 7/1/99 116
-------------------------------------------------------------------------------------------------------------------
118 D.D. BUDGET 9d Fri 6/25/99 Thu 7/8/99
-------------------------------------------------------------------------------------------------------------------
119 XL Prepare and Submit D.D. Budget 5d Fri 6/25/99 Thu 7/1/99
-------------------------------------------------------------------------------------------------------------------
120 NaviSite Review and Approve D.D. Budget 4d Fri 7/2/99 Thu 7/8/99 119
-------------------------------------------------------------------------------------------------------------------
121 Cost-Plus Budget 40d Tue 7/27/99 Tue 9/2199
-------------------------------------------------------------------------------------------------------------------
122 XL Prepare Bid package #1 (Struct./UG) Bid Documents 5d Tue 7/27/99 Mon 8/2/99 26
-------------------------------------------------------------------------------------------------------------------
123 Bid Package #1 Bid Period 2w Tue 8/3/99 Mon 8/16/99 122
-------------------------------------------------------------------------------------------------------------------
124 XL/NaviSite Review and Approve Low Bidders 2d Tue 8/1799 Wed 8/18/99 123
-------------------------------------------------------------------------------------------------------------------
125 XL Prepare Bid package #2 (Interior TI) Bid Documents 5d Thu 8/5/99 Wed 8/11/99 81
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
-------------------------------------------------------------------------------------------------------------------
ID Task Name Dura- Start Finish Predecessors
tion
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
126 Bid Package #2 Bid Period 2w Thu 8/12/99 Wed 8/25/99 125
-------------------------------------------------------------------------------------------------------------------
127 XL/NaviSite Review & Approve Low Bidders 2d Thu 8/26799 Fri 8/27/99 126
-------------------------------------------------------------------------------------------------------------------
128 XL Prepare Bid package #3 (Site) Bid Documents 5d Fri 8/13/99 Thu 8/19/99 97
-------------------------------------------------------------------------------------------------------------------
129 Bid Package #3 Bid Period 2w Fri 8/20/99 Thu 9/2/99 128
-------------------------------------------------------------------------------------------------------------------
130 XL/NaviSite Review and Approve Low Bidders 2d Fri 9/3799 Tue 9/7/99 129
-------------------------------------------------------------------------------------------------------------------
131 XL Prepare & Submit GMP 5d Wed 9/8/99 Tue 9/14/99 124,130,127
-------------------------------------------------------------------------------------------------------------------
132 XL/NaviSite Review & Approve GMP 5d Wed 9/15799 Tue 9/21/99 131
-------------------------------------------------------------------------------------------------------------------
133 LONG LEAD PROCUREMENT 119d Mon 4/26/99 Tue 10/12/99
-------------------------------------------------------------------------------------------------------------------
134 FM - 200 FIRE PROTECTION SYSTEM 64d Mon 5/3/99 Mon 8/2/99
-------------------------------------------------------------------------------------------------------------------
135 XL Prepare FM-200 System Contractor Bid Analysis Package 15d Mon 5/3/99 Fri 5/21/99
-------------------------------------------------------------------------------------------------------------------
136 NaviSite Review & Approve FM-200 Bid Analysis Package 3d Mon 5/2499 Wed 5/26/99 135
-------------------------------------------------------------------------------------------------------------------
137 XL Issue FM-200 Subcontract 3d Thu 5/27/99 Tue 6/1/99 136
-------------------------------------------------------------------------------------------------------------------
138 FM-200 Vendor Submittal Preparation & Design 2w Wed 6/2/99 Tue 6/15/99 137
-------------------------------------------------------------------------------------------------------------------
139 Design Team Review & Approve 3d Wed 6/16799 Fri 6/18/99 138
-------------------------------------------------------------------------------------------------------------------
140 Procurement of FM-200/Preaction System Equipment 6w Mon 6/21/99 Mon 8/2/99 139
-------------------------------------------------------------------------------------------------------------------
141 RAISED ACCESS FLOOR 51d Thu 6/10/99 Fri 8/20/99
-------------------------------------------------------------------------------------------------------------------
142 XL Bid Raised Access Floor 8d Thu 6/10/99 Mon 6/21/99 35
-------------------------------------------------------------------------------------------------------------------
143 XL Submit Raised Floor Bid Analysis Package 0d Mon 6/21/99 Mon 6/21/99 142
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
-------------------------------------------------------------------------------------------------------------------
ID Task Name Dura- Start Finish Predecessors
tion
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
144 NaviSite Review & Approve Raised Floor Bid Analysis Package 2d Tue 6/22799 Wed 6/23/99 143
-------------------------------------------------------------------------------------------------------------------
145 XL Release Raised Floor Subcontractor 1d Thu 6/24/99 Thu 6/24/99 144
-------------------------------------------------------------------------------------------------------------------
146 Vendor Submittal Preparation 1w Fri 6/25/99 Thu 7/1/99 145
-------------------------------------------------------------------------------------------------------------------
147 DGA Review & Approve Raised Floor Product Data 1w Fri 7/2/99 Fri 7/9/99 146
-------------------------------------------------------------------------------------------------------------------
148 Delivery of Raised Floor Material 6w Mon 7/12/99 Fri 8/20/99 147
-------------------------------------------------------------------------------------------------------------------
149 PACKAGED AIR HANDLING UNITS (Admin. Space) 45d Fri 6/25/99 Mon 8/30/99
-------------------------------------------------------------------------------------------------------------------
150 Therma Submit A.H.U. Package for Approval 0d Fri 6/25/99 Fri 6/25/99 68
-------------------------------------------------------------------------------------------------------------------
151 NaviSite Review & Approve A.H.U. Bid Analysis Package 2d Mon 6/28/99 Tue 6/29/99 150
-------------------------------------------------------------------------------------------------------------------
152 Therma Issue P.O. for A.H.U.'s 1d Wed 6/30/99 Wed 6/30/99 151
-------------------------------------------------------------------------------------------------------------------
153 Vendor Submittal Preparation 2w Thu 7/1/99 Thu 7/15/99 152
-------------------------------------------------------------------------------------------------------------------
154 CEI/NaviSite Review & Approve 2d Fri 7/16/99 Mon. 7/19/99 153
-------------------------------------------------------------------------------------------------------------------
155 Fabrication and Delivery of A.H.U.'s 6w Tue 7/20/99 Mon. 8/30/99 154
-------------------------------------------------------------------------------------------------------------------
156 OFFICE FURNITURE AND PARTITIONS 68d Mon 5/10/99 Fri 8/13/99
-------------------------------------------------------------------------------------------------------------------
157 NaviSite Solicit Proposals & Select Vendor 3w Mon 5/10/99 Fri 5/28/99
-------------------------------------------------------------------------------------------------------------------
158 Vendor Product Data & Floor Plan Layout Preparation 2w Tue 6/1/99 Mon 6/14/99 157
-------------------------------------------------------------------------------------------------------------------
159 NaviSite Review & Approve 3d Tue 6/15/99 Thu 6/17/99 158
-------------------------------------------------------------------------------------------------------------------
160 Fabrication & Delivery 8w Fri 6/18/99 Mon. 8/13/99 159
-------------------------------------------------------------------------------------------------------------------
161 UPS & PDU'S 63d Tue 5/25/99 Tue 5/24/99
-------------------------------------------------------------------------------------------------------------------
162 C.E.I. Submit Equipment Package for Approval 0d Tue 5/25/99 Tue 5/25/99 57
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
----------------------------------------------------------------------------------------------------------------------------
ID Task Name Dura- Start Finish Predecessors
tion
<S> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
163 NaviSite Review & Approve Equipment Bid Analysis Package 2d Wed 5/26/99 Thu 5/27/99 162
----------------------------------------------------------------------------------------------------------------------------
164 C.E.I. Issue P.O. for Equipment 1d Fri 5/28/99 Fri 5/28/99 163
----------------------------------------------------------------------------------------------------------------------------
165 Vendor Submittal Preparation 2w Tue 6/1/99 Mon 6/14/99 164
----------------------------------------------------------------------------------------------------------------------------
166 CEI/NaviSite Review & Approve 2d Tue 6/15/99 Wed 6/16/99 165
----------------------------------------------------------------------------------------------------------------------------
167 Fabrication & Delivery of Equipment 12w Tue 6/1/99 Tue 8/24/99 164
----------------------------------------------------------------------------------------------------------------------------
168 NOC EQUIPMENT 65d Thur 7/1/99 Mon 10/4/99
----------------------------------------------------------------------------------------------------------------------------
169 XL Solicit Proposals from NOC Equipment Vendors/Award 2.5w Thu 7/1/99 Tue 7/20/99 36
----------------------------------------------------------------------------------------------------------------------------
170 Vendor Product Data & Shop Drawing Preparation & Approval 2.5w Wed 7/21/99 Fri 8/6/99 169
----------------------------------------------------------------------------------------------------------------------------
171 "Big Screen" Wall Monitor Fabrication & Delivery 8w Fri 8/6/99 Mon 10/4/99 170
----------------------------------------------------------------------------------------------------------------------------
172 Console Fabrication & Delivery 8w Fri 8/6/99 Mon 10/4/99 170
----------------------------------------------------------------------------------------------------------------------------
173 ELEVATORS 91.5d Mon 4/26/99 Thu 9/2/99
----------------------------------------------------------------------------------------------------------------------------
174 XL Solicit Elevator Cost & Technical Data 5d Mon 4/26/99 Fri 4/30/99
----------------------------------------------------------------------------------------------------------------------------
175 XL Submit Elevator Approval Package 1d Mon 5/3/99 Mon 5/3/99 174
----------------------------------------------------------------------------------------------------------------------------
176 DGA/VCA Review Elevator Technical Data 2d Tue 5/4/99 Wed 5/5/99 175
----------------------------------------------------------------------------------------------------------------------------
177 NaviSite Review & Approve Elevator Approval Package 2d Tue 5/4/99 Wed 5/5/99 175
----------------------------------------------------------------------------------------------------------------------------
178 XL Release Elevator Subcontract 1d Thu 5/6/99 Thu 5/6/99 176,177
----------------------------------------------------------------------------------------------------------------------------
179 Elevator Shop Drawings 2w Fri 5/7/99 Thu 5/20/99 178
----------------------------------------------------------------------------------------------------------------------------
180 DGA Review & Approve Elevator Show Drawings 5d Fri 5/21/99 Thu 5/27/99 179
----------------------------------------------------------------------------------------------------------------------------
181 Fabrication and Delivery of Elevator 13.5w Fri 5/28/99 Thu 9/2/99 180
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
----------------------------------------------------------------------------------------------------------------------------
ID Task Name Dura- Start Finish Predecessors
tion
<S> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
182 FUEL OIL SYSTEM 33d Fri 6/25/99 Thu 8/12/99
----------------------------------------------------------------------------------------------------------------------------
183 CEI Submit Fuel Oil Package for Approval 0d Fri 6/25/99 Fri 6/25/99 59
----------------------------------------------------------------------------------------------------------------------------
184 NaviSite Review & Approve Fuel Oil Bid Analysis Package 2d Mon 6/28/99 Tue 6/29/99 183
----------------------------------------------------------------------------------------------------------------------------
185 CEI Issue P.O. for Fuel Oil System 1d Wed 6/30/99 Wed 6/30/99 184
----------------------------------------------------------------------------------------------------------------------------
186 Vendor Submittal Preparation 2w Thu 7/1/99 Thu 7/15/99 185
----------------------------------------------------------------------------------------------------------------------------
187 CEI/NaviSite Review & Approve 2d Fri 7/16/99 Mon 7/19/99 186
----------------------------------------------------------------------------------------------------------------------------
188 Fabrication & Delivery of Main Fuel Tanks 6w Thu 7/1/99 Thu 8/12/99 185
----------------------------------------------------------------------------------------------------------------------------
189 Fabrication & Delivery of Fuel Oil Pumps 6w Thu 7/1/99 Thu 8/12/99 185
----------------------------------------------------------------------------------------------------------------------------
190 Fabrication & Delivery of Day Tanks 6w Thu 7/1/99 Thu 8/12/99 185
----------------------------------------------------------------------------------------------------------------------------
191 Delivery of Leak Detection Panel & Materials 6w Thu 7/1/99 Thu 8/12/99 185
----------------------------------------------------------------------------------------------------------------------------
192 GENERATORS 73d Tue 5/25/99 Wed 9/8/99
----------------------------------------------------------------------------------------------------------------------------
193 C.E.I. Submit Equipment Package for Approval 0d Tue 5/25/99 Tue 5/25/99 57
----------------------------------------------------------------------------------------------------------------------------
194 NaviSite Review & Approve Equipment Bid Analysis Package 2d Wed 5/26/99 Thu 5/27/99 193
----------------------------------------------------------------------------------------------------------------------------
195 C.E.I. Issue P.O. for Equipment 1d Fri 5/28/99 Fri 5/28/99 193,194
----------------------------------------------------------------------------------------------------------------------------
196 Vendor Submittal Preparation 2w Tue 6/1/99 Mon 6/14/99 195
----------------------------------------------------------------------------------------------------------------------------
197 CEI/NaviSite Review & Approve 2d Tue 6/15/99 Wed 6/16/99 196
----------------------------------------------------------------------------------------------------------------------------
198 Fabrication & Delivery of Equipment 14w Tue 6/1/99 Wed 9/8/99 195
----------------------------------------------------------------------------------------------------------------------------
199 DOUBLE-ENDED SUBSTATION 73d Tue 5/25/99 Wed 9/8/99
----------------------------------------------------------------------------------------------------------------------------
200 C.E.I. Submit Equipment Package for Approval 0d Tue 5/25/99 Tue 5/25/99 57
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
----------------------------------------------------------------------------------------------------------------------------
ID Task Name Dura- Start Finish Predecessors
tion
<S> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
201 NaviSite Review & Approve Equipment Bid Analysis Package 2d Wed 5/26/99 Thu 5/27/99 200
----------------------------------------------------------------------------------------------------------------------------
202 C.E.I. Issue P.O. for Equipment 1d Fri 5/28/99 Fri 5/28/99 201
----------------------------------------------------------------------------------------------------------------------------
203 Vendor Submittal Preparation 2w Tue 6/1/99 Mon 6/14/99 202
----------------------------------------------------------------------------------------------------------------------------
204 CEI/NaviSite Review & Approve 3d Tue 6/15/99 Thu 6/17/99 203
----------------------------------------------------------------------------------------------------------------------------
205 Fabrication & Delivery of Equipment 14w Tue 6/1/99 Wed 9/8/99 202
----------------------------------------------------------------------------------------------------------------------------
206 21KV TO F80V TRANSFORMERS 73d Tue 5/25/99 Wed 9/8/99
----------------------------------------------------------------------------------------------------------------------------
207 C.E.I. Submit Equipment Package for Approval 0d Tue 5/25/99 Tue 5/25/99 57
----------------------------------------------------------------------------------------------------------------------------
208 NaviSite Review & Approve Equipment Bid Analysis Package 2d Wed 5/26/99 Thu 5/27/99 207
----------------------------------------------------------------------------------------------------------------------------
209 C.E.I. Issue P.O. for Equipment 1d Fri 5/28/99 Fri 5/28/99 208
----------------------------------------------------------------------------------------------------------------------------
210 Vendor Submittal Preparation 2w Tue 6/1/99 Mon 6/14/99 209
----------------------------------------------------------------------------------------------------------------------------
211 CEI/NaviSite Review & Approve 3d Tue 6/15/99 Thu 6/17/99 210
----------------------------------------------------------------------------------------------------------------------------
212 Fabrication & Delivery of Equipment 14w Tue 6/1/99 Wed 9/8/99 209
----------------------------------------------------------------------------------------------------------------------------
213 PARALLELING GEAR & ATS' 73d Tue 5/25/99 Wed 9/8/99
----------------------------------------------------------------------------------------------------------------------------
214 C.E.I. Submit Equipment Package for Approval 0d Tue 5/25/99 Tue 5/25/99 57
----------------------------------------------------------------------------------------------------------------------------
215 NaviSite Review & Approve Equipment Bid Analysis Package 1d Wed 5/26/99 Thu 5/26/99 214
----------------------------------------------------------------------------------------------------------------------------
216 C.E.I. Issue P.O. for Equipment 2d Fri 5/27/99 Fri 5/28/99 215
----------------------------------------------------------------------------------------------------------------------------
217 Vendor Submittal Preparation 2w Tue 6/1/99 Mon 6/14/99 216
----------------------------------------------------------------------------------------------------------------------------
218 CEI/NaviSite Review & Approve 3d Tue 6/15/99 Thu 6/17/99 217
----------------------------------------------------------------------------------------------------------------------------
219 Fabrication & Delivery of Equipment 14w Tue 6/1/99 Wed 9/8/99 216
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
-------------------------------------------------------------------------------------------------------------------
ID Task Name Duration Start Finish Predecessors
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
220 COMPUTER ROOM UNITS 75d Fri 6/25/99 Tue 10/12/99
-------------------------------------------------------------------------------------------------------------------
221 Therma Submit Computer Room Units Package for Approval 0d Fri 6/25/99 Fri 6/25/99 68
-------------------------------------------------------------------------------------------------------------------
222 NaviSite Review & Approve Computer Room Unit Bid Analysis 2d Mon 6/28/99 Tue 6/29/99 221
Package
-------------------------------------------------------------------------------------------------------------------
223 Therma Issue P.O. for Computer Room Unit 1d Wed 6/30/99 Wed 6/30/99 222
-------------------------------------------------------------------------------------------------------------------
224 Vendor Submittal Preparation 2w Thu 7/1/99 Thu 7/15/99 223
-------------------------------------------------------------------------------------------------------------------
225 CEI/NaviSite Review & Approve 2d Fri 7/16/99 Mon 7/19/99 224
-------------------------------------------------------------------------------------------------------------------
226 Fabrication & Delivery of Equipment 12w Tue 7/20/99 Tue 10/12/99 225
-------------------------------------------------------------------------------------------------------------------
227 DOORS/FRAMES/HARDWARE 50.5d Fri 7/16/99 Mon 9/27/99
-------------------------------------------------------------------------------------------------------------------
228 XL Solicit D/F/H/Bids 1.5w Fri 7/16/99 Tue 7/27/99 42,50
-------------------------------------------------------------------------------------------------------------------
229 Award D/F/H 3d Tue 7/27/99 Fri 7/30/99 228
-------------------------------------------------------------------------------------------------------------------
230 D/F/H Submittal Preparation, Review, & Approval 2w Fri 7/30/99 Fri 8/13/99 229
-------------------------------------------------------------------------------------------------------------------
231 D/F/H Delivery (Aluminum Frames) 6w Fri 8/13/99 Mon 9/27/99 230
-------------------------------------------------------------------------------------------------------------------
232
-------------------------------------------------------------------------------------------------------------------
233 CONSTRUCTION 87d Wed 6/30/99 Mon 11/1/99
-------------------------------------------------------------------------------------------------------------------
234 SEISMIC UPGRADE 20d Wed 6/30/99 Wed 7/28/99
-------------------------------------------------------------------------------------------------------------------
235 Complete Seismic Upgrade Work to Existing Bldg. 20d Wed 6/30/99 Wed 7/28/99 14FS+5d,10
3FS-
-------------------------------------------------------------------------------------------------------------------
236 OWNER EQUIPMENT INSTALLATION 2d Thu Mon10/18/99 193
10/14/99
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
-------------------------------------------------------------------------------------------------------------------
ID Task Name Duration Start Finish Predecessors
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
237 NaviSite Begin Racks and Cabling at Data Rooms 0d Mon Mon 10/18/99 285FF
10/18/99
-------------------------------------------------------------------------------------------------------------------
238 Second Floor Available For Office Furniture Installation 0d Thu Thu 10/14/99 268
10/14/99
-------------------------------------------------------------------------------------------------------------------
239 EQUIPMENT YARDS 66d Mon 7/12/99 Tue 10/12/99
-------------------------------------------------------------------------------------------------------------------
240 Generator & Fuel Oil Enclosure 62d Wed 7/14/99 Fri 10/8/99
-------------------------------------------------------------------------------------------------------------------
241 Layout & Demo Existing AC Paving 2d Wed 7/14/99 Thu 7/15/99 254
-------------------------------------------------------------------------------------------------------------------
242 Underground Conduits/Re-Route Existing Utilities 15d Fri 7/16/99 Thu 8/5/99 241,96
-------------------------------------------------------------------------------------------------------------------
243 Foundations/S.O.G./Hskpng. Pads at Equip. Area 15d Fri 8/13/99 Thu 9/2/99 242,113
-------------------------------------------------------------------------------------------------------------------
244 Set & Anchor Generators & Fuel Tanks 5d Mon 9/13/99 Fri 9/17/99 243FS+5d,1
88,18
-------------------------------------------------------------------------------------------------------------------
245 Erect & Coat CMU Wall 15d Fri 9/3/99 Mon 9/24/99 243
-------------------------------------------------------------------------------------------------------------------
246 Termination @ Generators 5d Mon 9/30/99 Fri 9/24/99 244
-------------------------------------------------------------------------------------------------------------------
247 Complete Fuel Oil Piping 5d Mon 9/20/99 Fri 9/24/99 244
-------------------------------------------------------------------------------------------------------------------
248 Patch Paving (throughout) 3d Mon 9/27/99 Wed 9/29/99 245,258
-------------------------------------------------------------------------------------------------------------------
249 HiPot/ETI Test 3d Mon 9/27/99 Wed 9/29/99 246
-------------------------------------------------------------------------------------------------------------------
250 Fill & Startup Fuel Oil System 5d Mon 9/27/99 Fri 10/1/99 247
-------------------------------------------------------------------------------------------------------------------
251 Generator Start-Up 3d Mon 10/4/99 Wed 10/6/99 250,246
-------------------------------------------------------------------------------------------------------------------
252 Gates/Misc. Painting/Pavement Striping 7d Thu 9/30/99 Fri 10/8/99 248,247,245
-------------------------------------------------------------------------------------------------------------------
253 Switchgear and Transformer Enclosure 66d Mon 7/12/99 Tue 10/12/99
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
-------------------------------------------------------------------------------------------------------------------
ID Task Name Duration Start Finish Predecessors
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
254 Layout & Demo Existing AC Paving 2d Mon 7/12/99 Wed 7/14/99 255SF
-------------------------------------------------------------------------------------------------------------------
255 Underground Conduits/Re-Route Existing Utilities 15d Wed 7/14/99 Tue 8/3/99 96
-------------------------------------------------------------------------------------------------------------------
256 Foundations/S.O.G./Hskpng. Pads at Equip. Area 15d Fri 8/13/99 Thu 9/2/99 255,113
-------------------------------------------------------------------------------------------------------------------
257 Set & Anchor Equipment 5d Mon 9/13/99 Fri 9/17/99 256FS+5d,2
05,21
-------------------------------------------------------------------------------------------------------------------
258 Erect & Coat CMU Wall 15d Fri 9/3/99 Fri 9/24/99 256
-------------------------------------------------------------------------------------------------------------------
259 Terminations 10d Mon 9/20/99 Fri 10/1/99 257
-------------------------------------------------------------------------------------------------------------------
260 Megger/HiPot/ETI Test 5d Mon 10/4/99 Fri 10/8/99 259
-------------------------------------------------------------------------------------------------------------------
261 Energize 2d Mon Tue 10/12/99 260
10/11/99
-------------------------------------------------------------------------------------------------------------------
262 OFFICE SPACE - SECOND FLOOR 60d Thu 8/5/99 Thu 10/28/99
-------------------------------------------------------------------------------------------------------------------
263 Complete M.E.P. Overhead Rough-In 10d Thu 8/5/99 Wed 8/18/99 235FS-
15d,81,10
-------------------------------------------------------------------------------------------------------------------
264 Install Framing and Drywall 15d Thu 8/12/99 Wed 9/1/99 263 FS-5d
-------------------------------------------------------------------------------------------------------------------
265 Install Elevator Rails and Cabs 20d Thu 8/19/99 Thu 8/16/99 263
-------------------------------------------------------------------------------------------------------------------
266 Install Ceiling Grid, Fixtures and Diffusers 10d Thu 9/2/99 Thu 9/16/99 264
-------------------------------------------------------------------------------------------------------------------
267 Install Flooring 10d Fri 9/17/99 Thu 9/30/99 266
-------------------------------------------------------------------------------------------------------------------
268 Complete Office Space Finishes 10d Fri 10/1/99 Thu 10/14/99 267,265FF,2
31
-------------------------------------------------------------------------------------------------------------------
269 Start-Up, Test and Balance Office Areas 10d Fri 10/15/99 Thu 10/28/99 266,261FS+
2d
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
----------------------------------------------------------------------------------------------------------------------------
ID Task Name Duration Start Finish Predecessors
<S> <C> <C> <C> <C> <C>
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270 DATA CENTER - FIRST FLOOR 71D Thu 7/22/99 Fri 10/29/99
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271 Complete Excavation and Install U/G Utilities 10d Thu 7/22/99 Wed 8/4/99 26FS-3d,103FS-5
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272 Complete M.E.P. Overhead Rough-In & Preaction System 10d Mon 8/2/99 Fri 8/13/99 235FS-15d,271FS
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273 FM-200 Rough-In 10d Mon 8/2/99 Fri 8/13/99 272FF
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274 Metal Stud Wall Framing 10d Mon 8/9/99 Fri. 8/20/99 272FS-5d
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275 In-Wall Rough-Ins 12d Thu 8/12/99 Fri 8/27/99 274FS-7d
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276 Rock & Tape 12d Thu 8/19/99 Fri 9/3/99 275FS-7d
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277 Paint 10d Fri 8/27/99 Fri 9/10/99 276FS-6d
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278 Epoxy Floor Coating at Battery Room 6d Fri 9/3/99 Mon 9/13/99 277FS-5d
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279 Install Ceiling Grid, Fixtures and Diffusers 10d Fri 9/3/99 Fri 9/17/99 277FS-5d
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280 Layout and Install Raised Floor Pedestals 2w Mon 9/13/99 Fri 9/24/99 279FS-5d,148
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281 Underfloor MEP Rough-Ins 2w Mon 9/20/99 Fri 10/1/99 280FS-1w
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282 Set Raised Floor Panels 1w Thu 9/30/99 Wed 10/6/99 281FS-2d
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283 NOC Interior Buildout & AV Equipment Installation 3w Mon 10/4/99 Mon 10/25/99 277FS+5d,171,17
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284 Set and Connect Computer Room AC Units 10d Tue 10/5/99 Mon 10/18/99 282FS-2d
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285 Complete Server Room Finishes 8d Thu 10/7/99 Mon 10/18/99 278,282
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</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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XL CONSTRUCTION NaviSite San Jose Data Center June 22, 1999
JOB #2031 Design and Construction Schedule Exhibit "C" Rev. 4
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ID Task Name Duration Start Finish Predecessors
<S> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
286 Start-Up & Check-Out Computer Room AC Units 1.5w Thu 10/19/99 Thu 10/28/99 284,261FS+2d,25
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287 Functional Testing - Server Rooms & Electrical Systems 16d Fri 10/8/99 Fri 10/29/99 251,261FS-3d
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288 AGENCY APPROVALS 10d Tue 10/19/99 Mon 11/1/99
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</TABLE>
BID PACKAGE #2
ATTACHMENT NO. 2 - LIST OF BID DOCUMENTS
7/16/99
Drawings
<TABLE>
<CAPTION>
<S> <C> <C>
Sheet Description Date
A0 Title 7/16/99
A0.1 Title 24 7/16/99
A0.2 Code Compliance Plans 7/16/99
A1.0 Site Plan 7/16/99
A1.1 Partial Landscape Plan 7/16/99
A2.1 First Floor Plan 8/6/99
A2.2 Second Floor Plan 8/6/99
A2.1f First Floor Finish Plan 8/1/99
A2.1q First Floor Equipment Plan 7/16/99
A2.1r First Floor Reflected Ceiling Plan 6/24/99
A2.2f Second Floor Finish Plan 8/2/99
A2.2r Second Floor Reflected Ceiling Plan 8/6/99
A2.3 Roof Plan 7/16/99
A2.4.1 Enlarged Plans - Restrooms & Showers 8/6/99
A3.1 Finish & Door Frame Schedules 8/5/99
A3.2 Wall Types, Mounting Heights & Window Schedule 7/16/99
A4.1 Building Sections 7/16/99
A4.2 Wall Sections 7/16/99
A4.3 Enlarged Stair & Elevator Plans 7/16/99
A5.1 Exterior Elevations 7/16/99
A6.1 Penetration & Roof Details 7/16/99
A7.1 Interior Elevations & Finish Patterns 8/6/99
A8.1 Interior Details 8/6/99
A8.2 Interior Details 7/16/99
A8.3 Interior Details 7/16/99
A8.4 Interior Details 7/16/99
A8.5 Interior Details/Enlarged Elevator Plan 7/16/99
Structural
S0.1T General Notes 7/9/99
S1.0T Plans 7/9/99
S1.1T Plans 6/24/99
S2.0T Details 7/9/99
S2.1T Details 6/30/99
S2.2T Details 7/9/99
Mechanical
M0 Title Sheet 8/13/99
M1.10 Mechanical First Floor Plan 8/13/99
M1.2.0 Mechanical Second Floor Plan 8/13/99
M1.3.0 Mechanical Roof Plan 8/13/99
M2.1 Mechanical Schedules 8/13/99
M3.1 Mechanical Details 7/26/99
M3.2 Mechanical Details 8/13/99
M4.1 Mechanical Flow Schematics 8/13/99
M4.2 Mechanical Flow Schematics 8/12/99
M5.1 Mechanical Title 24 8/13/99
MP1.1.0 Mechanical First Floor Piping Plan 7/26/99
MP1.1.1 Mechanical Partial Yard Piping Plan 8/12/99
MP1.2.0 Mechanical Second Floor Zoning Plan 8/13/99
Plumbing
P0.0.1 Site Plumbing Plan 8/12/99
P1.0.0 Underground Plumbing Plan 7/2/99
P1.1.0 First Floor Plumbing Plan 7/2/99
P1.2.0 Second Floor Plumbing Plan 6/25/99
P1.3.0 Roof Plumbing Plan 6/25/99
P31 Plumbing Details 6/25/99
Electrical
E-0 General 7/28/99
E-0.1 Title 24 7/8/99
E-1.1 Site Plan 7/8/99
E-2.1L First Floor Lighting Plan 7/8/99
E-2.1P First Floor Power Plan 7/28/99
E-2.2L Second Floor Lighting Plan 7/8/99
E-2.2P Second Floor Power Plan 7/8/99
E-2.3P Roof Plan 7/8/99
E-3.1SD Single Line Diagram - Composite 7/28/99
E-3.2SD Single Line Diagram - Part 1 7/28/99
E-3.3SD Single Line Diagram - Part 3 7/28/99
E-3.4SD Single Line Diagram - Part 4 7/28/99
E-4.1WD Switch Gear Wiring Diagrams - Part 1 7/8/99
E-4.2WD Switch Gear Wiring Diagrams - Part 2 7/8/99
E-5.1PS Panel Schedules - Part 1 7/28/99
E-5.2PS Panel Schedules - Part 2 7/28/99
E.5.3PS Panel Schedules - Part 3 7/28/99
E.5.4PS Panel Schedules - Part 4 7/28/99
E-6.1RS Raceway Schedules 7/28/99
E.6.2RS Control Conduit Schedules 7/8/99
E-7.1DT Site Electrical Equipment Layout 7/8/99
E-7.2DT Site Electrical Grounding Plan 7/8/99
E-7.3DT Site Electrical Conduit Routing Plan 7/8/99
E-8.1DT Main Electrical Room - Equip. Layout Plan 7/8/99
E-8.2DT Main Electrical Room - Grounding Plan 7/8/99
E-8.3DT Main Electrical Room - Conduit Routing Plan 7/8/99
E-9.1DT Details Part 1 7/8/99
E-9.2DT Details Part 2 7/8/99
E-9.3DT Detail 7/28/99
Specifications dated 7/16/99
Section Description Pages
Supplementary Conditions 6
01010 Summary of the Work 6
01045 Cutting and Patching 2
01049 Supporting from Building Structure 4
01300 Submittals 5
01400 Quality Control 2
01500 Construction Facilities & Temporary Controls 5
01532 Tree & Plant Protection 3
01540 Site Security & Safety 0
01600 Materials & Equipment 4
01640 Hazardous Materials 2
01700 Contract Closeout 3
01900 Color Schedule 2
02070 Demolition for Remodeling 2
02150 Shoring 3
02210 Site Grading 3
02225 Excavation & Backfilling 3
02235 Vapor Barrier & Sand Cushion 1
02380 Caissons 3
02500 Paving 2
02580 Pavement Marking 2
02810 Irrigation System 3
03100 Concrete Formwork 4
03200 Concrete Reinforcement 4
03300 Cast-in-Place Concrete 12
03361 Pneumatically Placed Concrete 4
03650 Metal Frame Grouting 1
04220 Concrete Unit Masonry 5
04400 Stone 0
05120 Structural Steel 6
05210 Steel Joists 2
05300 Metal Decking 3
05440 Light Gauge Framing 2
05999 Miscellaneous Metals 5
06100 Rough Carpentry 5
06200 Finish Carpentry 3
06640 FRP Panels 2
07115 Shower Pans 2
07145 Crystallization Waterproofing 2
07200 Insulation 3
07240 Exterior Insulation Finish System (EIFS) 4
07501 Membrane Roofing (Repair) 2
07600 Flashing & Sheet Metal 3
07700 Roof Accessories 2
07800 Skylights 0
07920 Sealants & Caulking 3
08100 Hollow Metal Doors & Frames 3
08120 Aluminum Frames 2
08200 Wood Doors 2
08300 Special Doors 3
08305 Access Doors 2
08499 Exterior Aluminum & Glass Systems 4
08710 Finish Hardware 7
08800 Glazing 3
09200 Lath and Plaster 4
09290 Drywall Systems 7
09300 Ceramic Tile 4
09500 Acoustical Treatment 4
09650 Resilient Flooring 3
09680 Carpeting 3
09690 Carpet Tile 3
09800 Special Coatings 3
09900 Painting 8
09950 Wall Covering 0
09951 Fabric Wrapped Panels 3
10160 Toilet Partitions 3
10210 Louvers 2
10270 Access Flooring 6
10650 Operable Partitions 3
10800 Toilet Accessories 3
10999 Miscellaneous Specialties 3
11160 Loading Dock Equipment 0
12500 Window Treatment 1
</TABLE>