SECTION SUPPLEMENTARY CONDITIONS A. APPLICATION

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1 SECTION SUPPLEMENTARY CONDITIONS A. APPLICATION 1. The Standard Form of Agreement of the American Institute of Architects, Document A , General Conditions of the Contract of the American Institute of Architects, Document A ,, and Project Requirements shall apply to all trades and divisions of the Contract and all sections of the Specifications. B. GENERAL 1. It shall be assumed by the Contractor that the following provisions are a part of each section of the Specifications as if printed therein: 2. The work of this section shall be performed in accordance with the General Conditions,, and all other requirements of the Contract Documents. 3. The Contract shall instruct each subcontractor and shall himself assume that the provisions of this article are a part of each section of the Specifications as if printed therein. C. MODIFICATIONS 1. The following supplements modify the "General Conditions of the Contract for Construction," AIA Document A Where a portion of the General Conditions is modified or deleted by these, the unaltered portions of the General Conditions shall remain in effect. 1. ARTICLE 1 - GENERAL PROVISIONS 1.1 ADD to Subparagraph 1.1.2: No oral statement of any person whomsoever shall in any manner or degree modify or otherwise effect the terms of this Contract. Add immediately after the word obligations in the last sentence, the words of Contractor. 1.2 ADD to Subparagraph 1.1.3: Contractor acknowledges and agrees that the Contract Documents are adequate and sufficient to provide for the completion of the Work, and include all Work, whether or not shown or described, which reasonably may be inferred to be required or useful for the completion of the Work in accordance with all applicable laws, codes and professional standards. Architects, Engineers and Surveyors, LLC Project No

2 1.3 ADD Clause : In case of any conflict or inconsistency between Drawings and Specifications or within either Document not clarified by Addendum, the better quality or greater quantity of Work shall be provided in accordance with the Architect s interpretation. 1.4 ADD to Subparagraph 1.2.2: Such separation of the Specifications into divisions, sections, and articles, and arrangement of the drawings shall not relieve the Contractor from being responsible for the scope of the contracts between Contractors and Subcontractors, nor for the apportioning of the work to be performed among trade groups. Such matters shall be the sole responsibility of the Prime Contractor. 2. ARTICLE 2 - OWNER 2.1 MODIFY Subparagraph 2.1.2: Delete the second sentence in its entirety. 2.2 DELETE Subparagraph in its entirety. 2.3 DELETE Subparagraph in its entirety. 2.4 DELETE Subparagraph and substitute: The Owner shall not be responsible for furnishing surveys (unless required for the execution of the Work and requested by the contractor in writing) or other information as to the physical characteristics of, legal limitations of or utility locations for the Project site, but shall furnish or cause to be furnished to the Contractor a legal description of the Project site, which shall not constitute one of the Contract Documents. Contractor shall confirm the location of each utility, shall excavate and dispose of each on-site utility, and shall cap each off-site utility as required by the Work and as may be included in the Specifications. At Owner s request, the Contractor shall make available to the Owner the results of any site investigation, test borings, analyses, studies or other tests conducted by or in possession of the Contractor or any of its agents. The Contractor represents that it is familiar with the Project site and has received all information it needs concerning the conditions of the Project site. The Contractor represents that they inspected the location of the Work and has satisfied itself as to the condition thereof, including, without limitation, all structural, surface and subsurface conditions. The Contractor shall undertake such further investigations and studies as may be necessary or useful to determine surface and subsurface conditions. Based upon the foregoing inspections, understandings, agreements and acknowledgments, the Contractor agrees and acknowledges (1) that the Contract Sum is just and reasonable compensation for all the Work, including all unforeseen, foreseen and foreseeable risks, hazards and difficulties in connection therewith, (11) that the Contract Time is adequate for the performance of the Work and (111) That the Work shall not result in any lateral or vertical movement of any structure. The Contractor shall have no claims for surface or subsurface conditions encountered. The Contractor shall exercise special care in executing Project No Architects, Engineers and Surveyors, LLC

3 subsurface Work in proximity of known subsurface utilities, improvements and easements. 2.5 MODIFY Subparagraph ADD immediately after the word furnish in the first sentence "upon receipt of a written request therefore from the Contractor. 2.6 ADD to Paragraph 2.3: This right shall be in addition to, and not in restriction of, the Owner's rights under Subparagraph ADD Subparagraph 2.3.1: If, after consultation with the Architect, suspension of the Work is warranted by reason of unforeseen conditions which may adversely affect the quality of the Work if such Work were continued, the Owner may suspend the Work by written notice to the Contractor. In such event, the Contract Time shall be adjusted accordingly, and the Contract Sum shall be adjusted to the extent, if any, that additional costs are incurred by reason of such suspension. If the Contractor, in its reasonable judgment, believes that a suspension is warranted by reason of unforeseen circumstances, which may adversely affect the quality of the Work if the Work were continued, the Contractor shall immediately notify the Owner and the Architect of such belief and describe with particularity the reasons therefore. 2.8 MODIFY Paragraph 2.4: Delete the first sentence and substitute the following: If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven calendar 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, without prejudice to other remedies the Owner may have, commence and continue to carry out the Work. 2.9 ADD to Paragraph 2.4: The right of the owner to stop the Work pursuant to this Paragraph 2.4 shall not give rise to any duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. 3. ARTICLE 3 - CONTRACTOR 3.1 DELETE Subparagraph and substitute: The Contractor hereby specifically acknowledges and declares that Contract Documents are full and complete, are sufficient to have enabled it to determine the cost of the Work and that the Drawings, the Specifications and all addenda are sufficient to enable the Contractor to construct the Work outlined therein in accordance with applicable laws, statutes, building codes and regulations, and otherwise to fulfill all of its obligations under the Contract Documents. In addition, if the Contractor performs any construction activity and if it knows or should have known that any of the Contract Documents contain a recognized error, inconsistency or omission, the Contractor shall be responsible for such performance and shall bear the cost for correction thereof. 3.2 ADD Clause : For responses to the Contractor s requests for information where such information is available to the Contractor from a study and comparison of the Contract Documents, field conditions, other Owner-provided information, Contractor- Architects, Engineers and Surveyors, LLC Project No

4 prepared Coordination Drawings, or prior Project correspondence or documentation, a Change Order shall be issued deducting from payments then or thereafter due the Contractor, the Owner s expenses for compensation for the Architect s additional services and expenses for any such responses. 3.3 ADD Subparagraph 3.2.5: If the Contractor, during the progress of work, discovers any discrepancies between the Drawings and the Specifications, errors and/or omissions on the Drawings, or any discrepancies between physical conditions of the work and the Drawings, he shall immediately notify the Owner, in writing, who shall promptly adjust same. Whether or not an error is believed to exist, deviations from the Drawings and dimensions given thereon shall be made only after approval in writing is obtained from the Architect. Any work performed after such discovery without the approval of the Architect shall be at the Contractor s risk and expense. 3.4 ADD Subparagraph 3.3.4: At the earliest possible time after the commencement of the Work on the Project site, the Contractor shall have all property corners and benchmarks verified or established by a state-licensed land surveyor, shall locate the Project on the Project site, establishing necessary reference marks and axes from which the Work accurately can progress, shall furnish Architect evidence of such verification and shall report at once any errors discovered during the process of such verification. 3.5 ADD Subparagraph 3.3.5: If any of the Work is required to be inspected or approved by any public authority, the Contractor shall cause such inspection or approval to be performed. No inspection performed or failed to be performed by the Owner hereunder shall be a waiver of any of the Contractor's obligations hereunder or be construed as an approval or acceptance of the Work or any part thereof. 3.6 ADD Subparagraph 3.3.6: The Contractor acknowledges that it is the Contractor s responsibility to hire all personnel for the proper and diligent prosecution of the Work and the Contractor shall use its best efforts to maintain labor peace for the duration of the Project. 3.7 ADD to Subparagraph 3.4.1: Unless otherwise specified, all materials shall be new and both workmanship and materials shall be the best of several kinds. All labor shall be performed in the best and most acceptable manner by skilled workmen. All work must conform to the laws and regulations in force in the locality, notwithstanding anything hereinafter specified. The Contractor shall check all materials and labor entering into the Work and shall keep full detailed accounts thereof. 3.8 ADD Subparagraph 3.4.4: Contractor assumes all responsibility and liability for all of its work, supervision, labor, equipment, materials, scaffolding, tools, and all else provided by Contractor. In the event of any loss, damage, or destruction to the Work (including equipment and materials) from any cause, Contractor shall be liable for and shall repair, rebuild or otherwise remedy any loss, damage, or destruction at Contractor s expense Project No Architects, Engineers and Surveyors, LLC

5 3.9 ADD Subparagraph 3.4.5: The title to all the Work, whether completed or in the course of construction at the site of the Work and the title to all materials and supplies, shall transfer to Owner at the time of payment by Owner to Contractor. Responsibility for protection of such materials and supplies shall remain with Contractor until final acceptance by Owner ADD Subparagraph 3.5.1: The Contractor shall deliver to the Owner, before final payment is made on his contract, a written one-year warranty in a form acceptable to the Architect, properly sworn to and signed by a responsible officer of the Contractor's firm DELETE Paragraph 3.6 and Substitute: TAX EXEMPT STATUS - The Owner is exempt from paying State and Local sales taxes on any materials which it purchases for this project. In computing their bids, contractors shall not include the sales and compensating use taxes of the State of New York or of any City and County in the State of New York for any supplies or materials to be used by the Contractor for and on behalf of the Owner. It shall be the Contractor's responsibility to secure the State of New York Dept. of Taxation ST 120-1, Contractor's Exemption Purchase Certificate and to comply with all instructions of this form ADD Subparagraph 3.6.1: Each Contractor shall pay and include in his bid all costs and liabilities for the amounts assessed, or which may be assessed by the Federal, State and local governments under any and all Acts or Laws (including collective bargaining agreements) upon the wages and salaries paid or to be paid all employees of the Contractor and his subcontractors under this Contract DELETE Subparagraph and Substitute: The Owner shall provide the building permit. The Contractor shall secure and pay for all other permits and fees, licenses and inspections necessary for proper execution of and completion of the Work which are customarily secured after execution of the Contract and which are legally required when bids are received MODIFY Subparagraph 3.7.3: Immediately after the word "Contractor" the first time it appears, add the words, any of its Subcontractors or sub Subcontractor", and delete the words "knowing it to be DELETE Subparagraph and SUBSTITUTE: The superintendent shall be satisfactory to the Owner in all respects, and Owner shall have the right to require Contractor to dismiss from the Project any superintendent whose performance is not satisfactory to Owner, and to replace such superintendent with a superintendent satisfactory to Owner. The Contractor shall not replace the superintendent without the consent of the Owner except with another superintendent satisfactory to the owner in all respects ADD Subparagraph : Unless otherwise stated, the Work shall be progressed continuously, without interruption in proper sequencing with all other Prime Contractors, so that all Work can be completed in the time set forth in the Contract Documents. Architects, Engineers and Surveyors, LLC Project No

6 3.17 MODIFY Paragraph 3.11: Immediately after the word work the first time it appears in the last sentence, ADD the words, signed by the Contractor, certifying that they show complete and in exact as built conditions, stating sizes, kind of materials, vital piping, conduit locations and similar matters ADD to Subparagraph : Samples must be of sufficient size and number to show the quality, type, range or color, finish, and texture of the material ADD to Subparagraph : Mark each page of product data to indicate actual product to be provided; show selections from among options in manufacturers printed product data. Except as otherwise indicated, submittal is for information and record ADD Paragraph 3.13: The Contractor shall coordinate the Contractor s operations with the Architect before using any portion of the site ADD to Subparagraph : The Contractor shall indemnify and hold harmless the Owner against any assertion of claims for mechanic s liens by Subcontractors, subsubcontractors or material suppliers and against any assertion of security interests by suppliers of goods or materials ADD Subparagraph : Natale Patent Rights: For Asbestos Abatement:.1 Contractor shall hold a valid current license to perform work using the negative pressure system covered by the Natale Patent or provide an Indemnity Agreement as follows:.2 Indemnity Agreement: Contractor and Contractor's surety agree to protect, hold harmless the Owner and the Architect, and the directors, officers, agents, employees, and assigns of the Architect from any and all claims, judgments, liabilities, expenses, attorney fees, court costs, or losses of any nature, resulting from claims of patent right infringement including but not limited to U.S. Patent Number 4,604,111, commonly known as the Natale Patent, arising out of the performance of work on the Project. (a) The provisions of this Indemnity Agreement shall protect the Indemnities against all claims arising out of the subject matter or performance of this Contract and Contract Documents, including, without limitations allegations or findings that the Indemnities, or any of them, were guilty of negligence in the issuance of such Contract. (b) The provisions of this Indemnity Agreement shall be in addition to and shall in no way delete any provisions, including warranty and indemnity provisions of the Agreement Project No Architects, Engineers and Surveyors, LLC

7 3.23 ADD Subparagraph : The Contractor assumes the following distinct and several risks whether they arise from acts of omissions (whether negligent or not and whether supervisory or otherwise) of the Contractor, the Owner, the Architect, the Engineers, or other officers, agents and employees, of third persons or from any other cause, including unforeseen obstacles and difficulties which may be encountered in the prosecution of the work covered by the Contract, whether such risks are within or beyond the control of the Contractor and whether such risks involve a legal duty, primary or otherwise, imposed upon the Owner, the Architect or the Engineers, except that the Contractor shall not be responsible to the Architect or Engineers for any damage resulting from defects in maps, plans, designs or specifications used by the Architect or Engineers or from affirmative acts of the Owner committed with intent to cause the loss, damage and injuries herein below set forth:.1 The risk of loss or damage, direct or indirect, of whatever nature, to the work covered by the contract or to any plant, equipment, tools, material or property furnished, used, installed or received by the Owner or by the Contractor or any subcontractor, materialmen, workman or workmen performing services or furnishing materials for the work covered hereunder. In the event of such loss or damage, the Contractor shall forthwith repair, replace and/or make good any such loss or damage without cost to the Owner..2 The risks of claims, just or unjust by third persons against the Contractor, Owner, Architect or Engineers, their officers, agents, and employees on account of injury including wrongful death, sickness, bodily injuries and property damages of any kind whatsoever arising or alleged to arise out of or as a result of the work covered by the contract (whether actually caused by or resulting from the performance of the Contract) or out of or in connection with the Contractor's operations or presence at or in the vicinity of the construction site, whether such claims are made and whether such injury, damage and loss is sustained at any time both before and after the final acceptance by the Owner of all work covered by the Contract Add Subparagraph : The Contractor shall indemnify and save harmless the Owner, Architect and Engineers, their officers, agents and/or employees against all claims described above and for all costs and expenses incurred by them in the defense, settlement or satisfaction thereof, including attorney's fees and court costs. If so directed, the Contractor shall, at his own expense, defend against such claims Add Subparagraph : The Contractor's obligations under this paragraph shall not be deemed waived, limited or discharged by the enumeration or procurement of and insurance for liability for damages Add Subparagraph : Neither the Owner's final acceptance of the work to be performed hereunder, nor the making of any payment shall release the Contractor from his obligations under this paragraph. The enumeration elsewhere in the contract of particular risks assumed by the Contractor or particular claims for which he is Architects, Engineers and Surveyors, LLC Project No

8 responsible shall not be deemed to limit the effect of the provisions of this paragraph to imply that he assumes or is responsible for only risks or claims of the type enumerated; and neither the enumeration in this paragraph nor the enumeration elsewhere in the contract of particular risks assumed by the Contractor or particular claims for which he is responsible shall be deemed to limit the risks which the Contractor would assume or the claims for which he would be responsible in the absence of such enumeration Add Subparagraph : It is intended by this paragraph that the Contractor's responsibility to indemnify the Owner, Architect, and Engineers in addition to the Contractor's obligation set forth in the General Conditions of the Contract for construction, and should this Article and the General Conditions be deemed inconsistent for any reason, this Article will supersede in those instances ADD Subparagraph : No provision of this Contract which, directly or indirectly, imposes upon the Contractor the responsibility, in whole or in part, for preventing injury to person or damage to property, or which specified in whole or in part the means to be used by the Contract to prevent such injury or damage or which imposes upon the Contractor directly or indirectly, the risks or loss or damage and/or liability for or the obligation to hold the Owner, the Architect, Engineers, if any, its officers, agents and employees harmless as to such injury and damage, shall create or give to third parties, any claim or right of action against the Contractor or the Owner, the Architect, Engineers, if any, its officers, agents and employees beyond such as may legally exist irrespective of such provision or provisions. 4. ARTICLE 4 - ARCHITECT 4.1 No changes to this Article. 5. ARTICLE 5 - SUBCONTRACTORS 5.1 MODIFY Subparagraph 5.1.1: In the first sentence, delete the phrase "at the site". 5.2 MODIFY Subparagraph 5.1.2: In the first sentence, delete the phrase "at the site". 5.3 ADD to Subparagraph 5.2.1: Copies of all bids or other proposal from Subcontractors and sub-subcontractors shall, upon the request of the Owner, be submitted to the Owner for review. 5.4 MODIFY Subparagraph 5.2.3: Delete the second and third sentences. 5.5 ADD Subparagraph 5.2.5: The Contractor shall not award work to any one Subcontractor in excess of 50 percent of the Contract Sum, without prior written approval of the Owner. 5.6 ADD Subparagraph 5.3.1: Notwithstanding any provision of Subparagraph 5.3.1, any part of the Work performed for the Contractor by a Subcontractor or its Sub- Subcontractor shall be pursuant to a written subcontract between the Contractor and Project No Architects, Engineers and Surveyors, LLC

9 such subcontractor (or the Subcontractor and its sub-subcontractor at any tier), which shall be prepared on a form of subcontract satisfactory to the Owner in all respects. Each such subcontract shall, where the context so requires, contain provisions that:.1 require that such Work be performed in accordance with the requirements of the Contract Documents;.2 waive all rights the contracting parties may have against one another or that the Subcontractor may have against the owner for damages caused by fire or other perils covered by the insurance described in the Contract Documents;.3 require the Subcontractor to carry and maintain insurance coverage in accordance with the Contract Documents, and to file certificates of such coverage with the Contractor;.4 require the Subcontractor to submit certificates and waivers of liens for Work completed by it and by its Sub-subcontractors as a condition to the disbursement of the progress payment next due and owing;.5 require submission to Contractor or Subcontractor, as the case may be, of applications for payment in a form approved by the Owner, together with clearly defined invoices and billings supporting all such applications under each subcontract to which the Contractor is a party;.6 report, so far as practicable, unit prices and any other feasible formula for use in the determination of costs of changes in the Work;.7 require each Subcontractor to furnish to the Contractor in a timely fashion all information necessary for the preparation and submission of the reports required herein;.8 require that each Subcontractor continue to perform under its subcontract in the event the Contract is terminated and the owner shall take an assignment of said subcontract and request such Subcontractor to continue such performance; and.9 require each Subcontractor to remove all debris created by its activities. 5.7 MODIFY Clause : Immediately after the words "Section 14.2 insert the words "or stoppage of the Work by Owner pursuant to Paragraph ARTICLE 6 - CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 ADD to Subparagraph 6.1.3: The Contractor shall be responsible for coordinating the work and scheduling all Subcontractors. Architects, Engineers and Surveyors, LLC Project No

10 6.2 ADD to Subparagraph 6.2.1: Should it become necessary, in the judgment of the Architect, at any time during the course of the work, to move materials which are stored on the site or equipment that has been temporarily placed thereon, the Contractor, upon request of the Architect, shall move them or cause them to be moved at Contractor s sole cost and expense; provided, however, that if any materials or equipment stored or placed on the site by the Contractor in a place expressly approved, in writing, by the Architect, removal shall be deemed Extra Work and the Contractor shall be compensated therefore. 6.3 MODIFY Subparagraph 6.2.4: Delete the word wrongfully. 7. ARTICLE 7 - CHANGES IN WORK 7.1 ADD Subparagraph 7.1.4: The Owner reserves the right, at any time during the progress of the work, to delete, modify or change the work covered by this contact via Change Order thereto, providing for either reduction or omission of any portion of the Work, without constituting grounds for any claim, by the Contractor, for allowance for damages or for the loss of anticipated profits and, in such even, a deduction shall be made from the Contract considerations. 7.2 ADD Subparagraph 7.1.5: Extra Work:.1 The Owner reserves the right, at any timer during the progress of the work, to add, modify or change the work covered by the Contract by a Change Order thereto, providing for Extra Work of either qualitative or quantitative nature; and, in such event the Contract Consideration shall be increased by an amount to be determined, and the completion date for all or any part of the work shall be extended for such period of time as may be determined by the Owner as necessary, because of the Extra Work, to complete the Project..2 Nothing in the Contract Documents shall excuse the Contractor from proceeding with the Extra Work as directed and, except as otherwise specifically provided for in a Change Order, the Terms and Conditions of the Contract shall be fully applicable to all Extra Work..3 The Contractor shall have no claim for Extra Work if performance of such work, in the judgment of the Architect, is made necessary or desirable because of any act or omission of the Contractor and is not in accordance with the Contract. 7.3 ADD Subparagraph 7.1.6: Unit prices, when noted, shall be submitted in the Form of Bid for the various items set forth in the specifications, and shall be used to determine changes in the Contract Sum in connection with extra work or work deleted or reduced by the Architect and Owner. The Unit Prices set forth in the Form of Bid shall include all labor, materials, equipment, insurance, bonds, applicable taxes, overhead and profit and shall apply to all Work added to or subtracted from the Contract Project No Architects, Engineers and Surveyors, LLC

11 7.4 MODIFY Subparagraph 7.3.7: In the first sentence, delete the words "or if no such amount is set forth in the agreement, a reasonable amount" and substitute "an allowance for overhead and profit in accordance with Subparagraph DELETE Subparagraph and SUBSTITUTE: Changes to the work involving additional work of deletion or work effecting an addition to or subtraction from the Contract Sum shall not be made until the Contractor submits to the Architect the cost of the added or deleted work with a complete and detailed listing of all subcontractors involved, all materials, labor, overhead and profit and the Architect has issued an appropriate Change Order. If requested, the Contractor will submit detailed quotations from subcontractors and materials suppliers. Changes in the work when not involving additions or deletions from the Contract Sum shall not be made until the Architect has issued and appropriate Change Order. All Change Orders must have the approval of the Owner in writing. 7.6 ADD Subparagraph : In Subparagraph 7.3.7, the allowance for the combined overhead and profit included in the total cost to the Owner shall be based on the following schedule: Profit and Profit and Overhead on Profit and Overhead on Subcontractor s Overhead on Change Order Contractor s Work by this Subcontractor s Cost Own Work Contractor Own Work 0-5,000 15% 8% 10% 5,001-10,000 13% 7% 9% 10,001-30,000 11% 6% 8% 30,001-50,000 9% 5% 7% 50, ,000 8% 5% 6% Over 100,001 6% 5% 5% 7.7 ADD Subparagraph : No overhead and profit allowance shall be given to any Change Orders caused by Contractor s default. 7.8 ADD to Paragraph 7.4: The Contractor shall carry out such written orders promptly and shall receive no additional compensation therefore, nor shall there be any change in the Contract Time as a result thereof. 8. ARTICLE 8 - TIME 8.1 MODIFY Subparagraph 8.3.1: Delete the words mediation and arbitration" and substitute litigation. 8.2 ADD to Subparagraph 8.3.2: A copy of any claim for extension shall be delivered to the Owner, and the Contractor shall immediately take all steps reasonably possible to lessen the adverse impact of such delay on Owner. Architects, Engineers and Surveyors, LLC Project No

12 9. ARTICLE 9 - PAYMENTS AND COMPLETION 9.1 ADD Paragraph 9.1: Notwithstanding anything to the contrary contained in the Contract Documents, the Owner may withhold any payment to the Contractor hereunder if and for so long as the Contractor fails to perform any of its obligations hereunder or otherwise is in default under any of the Contract Documents; provided, however, that any such holdback shall be limited to an amount sufficient in the reasonable opinion of the Owner to cure any such default or lure of performance by the Contractor. 9.2 ADD to Subparagraph 9.3.1: Such Application for Payment shall be certified as correct by Contractor and shall be accompanied by certified payroll receipts, waivers of liens and other documentation from Subcontractors and Subsubcontractors as reasonably may be required by the Owner. In addition, such Application for Payment shall contain a certification by the Contractor that there are no written claims of mechanic's or materialmen's liens submitted to the Contractor at the date of such Application for Payment, that the Contractor has no knowledge of any filed mechanics or materialmen's liens with respect to the Work, that all due and payable bills with respect to the Work have been paid to date or shall be paid from the proceeds of such Application for Payment, that there is no known basis for the filing of any mechanic's or materialmen's liens on the Work, and that waivers from all Subcontractors constitute an effective waiver of lien under the laws of the jurisdiction in which the Project is located to the extent of payments that have been made or are to be made concurrently with payment pursuant to such Application for Payment. The Architect shall not certify any payment for a period of at least five days after receipt of an Application for payment or if objected to by the Owner. 9.3 ADD Clause : Until Substantial Completion, the Owner shall pay 95% of the amount due the Contractor on account of progress payments. 9.4 MODIFY Subparagraph 9.3.3: Delete the words to the best of the Contractor s knowledge, information and belief. 9.5 ADD Subparagraph 9.5.4: If the Contractor disputes any determination by the Architect with regard to any Certificate of Payment, the Contractor nevertheless expeditiously shall continue to prosecute the Work. 9.6 ADD Subparagraph 9.5.5: The Owner shall not be deemed to be in breach of this Contract by reason of the withholding of any payment pursuant to any provision of the Contract Documents for the Work for which payment is being withheld which has been rejected by any governmental authority or the Owner. 9.7 DELETE Subparagraph and substitute: After the Architect has issued a certificate for payment, the Owner shall make payments within thirty (30) calendar days after receipt of the Architect s certificate for payment in the manner provided in the contract documents, and shall so notify the Architect. Such payment by the Owner shall not Project No Architects, Engineers and Surveyors, LLC

13 constitute approval or acceptance of any item of cost in the Application of Payment. No partial payment made hereunder shall be or be construed to be final acceptance or approval of that portion of the work to which such partial payment relates or relieve the Contractor of any of its obligations hereunder with respect thereto. The Owner shall make no payment until the Owner has received from the Contractor a release of liens from the Contractor for the Contractor an all Subcontractors for the portion of the Work covered by such payments. 9.8 MODIFY Subparagraph 9.6.7: Delete last sentence, "Nothing contained herein... requirements of this provision." 9.9 ADD Subparagraph 9.6.8: The Owner shall make no payment to the Contractor after the Contract scheduled date of Substantial Completion (including authorized adjustments) until the actual date of Substantial Completion ADD Subparagraph 9.6.9: Amounts owed to the Owner by the Contractor pursuant to Subparagraph shall be deducted from payments otherwise due the Contractor MODIFY Paragraph 9.7: In the first sentence, delete the words "binding dispute resolution" and substitute "a final judgment rendered by a court of competent jurisdiction ADD to Subparagraph 9.8.1: The Contractor shall secure and deliver to the Owner through the Architect written warranties and guarantees from its Subcontractors, Sub - subcontractors and suppliers bearing the date of Substantial Completion or some other date as may be agreed to by the Owner and stating the period of warranty as required by the Contract Documents. The Contractor is responsible for the warranty of all work, whether performed by it or by its Subcontractors at any time ADD Clause : Substantial Completion shall not be deemed to exist until the Owner receives a Certificate of Occupancy for the Project. Warranties called for by the Contract Documents shall commence on the date of Substantial Completion of the Project or designated portion thereof. The Certificate of Substantial Completion shall be issued by the Architect, signed by the Owner and Contractor and shall state among other things, their respective responsibilities for security, maintenance, heat, utilities damage to the Work, insurance, punch list items and the schedule to achieve Final Completion ADD to Subparagraph 9.8.5: The payment shall be sufficient to increase the total payments to 100 percent of the Contract Sum, less twice the value for incomplete work and unsettled claims and liens as the Architect determines ADD Subparagraph 9.8.6: Contractor shall deliver to Owner, before Substantial Completion of the Contract, written Warranties in the form as described in the specification, properly sworn to and signed by a responsible officer of Contractor, warranting all work and materials included in this Contract against all defects not due to Architects, Engineers and Surveyors, LLC Project No

14 ordinary wear and use for a period equal to the greater of one (1) year from the date of Substantial Completion or other such period as may be specified by legal requirements or Contract Documents. If any part of the Work is found after Substantial Completion not to comply with Contract Documents, the guarantee period thereof shall commence on the date such work is corrected to comply with the Contract Documents ADD Subparagraph 9.8.7: Certificate of Substantial Completion shall not be issued until all documents required by the Specifications to be delivered at Substantial Completion are actually delivered to and accepted by the Architect ADD Subparagraph : The Contractor shall achieve final completion, including completion of all items on the list accompanying the Certificate of Substantial Completion and submission of all required documentation, not later than thirty (30) calendar days following the Contract-scheduled date of Substantial Completion ADD Subparagraph : The Contractor shall achieve FINAL COMPLETION of all Work, including correction of punch list items, preparation and delivery of manuals, presentation of training and completion of final paper submissions not later than thirty (30) calendar days following Substantial Completion. In the event the Contractor shall fail to achieve Final Completion in a timely manner in accordance with this Subparagraph, the Contractor and the Contractor's Surety shall be liable for and shall reimburse the Owner for any and all Architectural fees, materials or expenses made necessary by the Contractor's failure. Additional fees and expenses shall be charged by the Owner against any Final Payment due or which may become due the Contractor ADD Subparagraph : The Contractor shall reimburse the Owner amounts charged to the Owner by the Architect for providing services and reimbursable expenses after thirty (30) calendar days following the Contract-scheduled date of Substantial Completion. The Contact-scheduled date of Substantial Completion is the date listed in Agreement Between Owner and Contractor. 10. ARTICLE 10 - PROTECTION OF PERSONS AND PROPERTY 10.1 ADD Clause : When use or storage of explosives or other hazardous materials or equipment or unusual methods is necessary, the Contractor shall give the Owner reasonable advance notice ADD Subparagraph : Contractor shall maintain Work, materials and apparatus free from injury or damage from rain, wind, storms, frost or heat. If adverse weather makes it impossible to continue operations safely in spite of weather precautions, the Contractor shall cease Work and notify the Owner and the Architect of such cessation. The Contractor shall not permit open fires on the Project site ADD Subparagraph : Code Rule 56 For Asbestos Abatement: The Contractor shall comply with the provisions of Article 30 of the Labor Law (Sections ) and Project No Architects, Engineers and Surveyors, LLC

15 rules and regulations promulgated under the act, including but not limited to 12NYCRR Part DELETE Subparagraph in its entirety. 11. ARTICLE 11 - INSURANCE AND BONDS 11.1 ADD to Clause : Including private entities performing Work at the site and exempt from the coverage on account of number of employees or occupation, which entitles shall maintain voluntary compensation coverage at the same limits specified for mandatory coverage for the duration of the Project. If the General Liability coverage s are provided by a Commercial General Liability Policy on a claims-made basis, the policy date or Retroactive Date shall predate the Contract; the termination date of the policy or applicable extended reporting period shall be no earlier than the termination date of coverage s required to be maintained after final payment, certified in accordance with Subparagraph All coverage shall be provided by insurers admitted to write insurance in New York State and Best Rated as A- or higher, Size Category X or greater ADD to Clause : Or persons or entities excluded by statute from the Requirements of Clause but required by the Contract Documents to provide the insurance required by the Clause; 11.3 ADD to Clause : Including omissions and supervisory acts by the Owner ADD Clause : Liability Insurance shall include all major divisions of coverage and be on a comprehensive basis. The required coverage shall be written on an occurrence basis and shall include the following:.1 Premises Operations (including X, C, and U coverage s as applicable)..2 Independent Contractor s Protective..3 Products and Completed Operations..4 Contractual, including specified provision for Contractor s obligation under Paragraph 3.18 of the General Conditions..5 Owned, non-owned and hired motor vehicles..6 Broad Form Property Damage including Completed Operations ADD Clause : All insurance policies (excluding workers compensation) shall name the Owner, Architect and their consultants as additional insureds. In addition, the insurance policies required to be purchased and maintained by the Contractor under this Agreement shall be: (i) written on an occurrence basis, and (ii) shall be primary on a per project basis for the defense and indemnification of any action or claim asserted Architects, Engineers and Surveyors, LLC Project No

16 against the Owner, Architect, and/or the Contractor for work performed under this agreement regardless of any other collectible insurance or any language in the insurance policies that may be to the contrary. The policies of the Owner, Architect and their consultants shall be excess and noncontributory ADD Clause : If the General Liability coverages are provided by a Commercial Liability Policy on a claims-made basis, the policy date or Retroactive Date shall predate the Contract; the termination date of the policy or applicable extended reporting period shall be no earlier than the termination date of coverages required to be maintained after final payment, certified in accordance with Subparagraph ADD to Subparagraph : Such coverages shall be maintained by insurance carriers acceptable to Owner in all respects. Any insurance limits required by these Contract Documents are minimum limits only and are not intended to restrict, relieve or limit the liability or obligation imposed by Contract Documents, insurance policies, or by law, including without limitation any indemnification obligations, which Contractor or any of its Subcontractors of any tier has to the Owner for the work performed under the Contract Documents ADD Clause : The insurance required by Subparagraph shall be written for not less than the limits listed in the attached Certificate of Liability Insurance.. I General Liability Each Occurrence $1,000,000 General Aggregate $2,000,000 Products Completed Operations $3,000,000 (to be maintained for 2 years after final payment) Personal and Advertising Injury $1,000,000 Damage to Rented Premises $ 300,000 Medical Expenses $ 5,000.2 Automobile Liability Business Auto Liability with limits of at least $1,000,000 Combined Single Limit. Business Auto coverage must include coverage for liability arising out of all owned, leased, hired and non-owned automobiles. Owner and all other parties required of Owner shall be included as additional insureds on a Primary basis on the Business Auto policy..3 Commercial Umbrella Project No Architects, Engineers and Surveyors, LLC

17 Umbrella must be Follow Form and have minimum each occurrence limits of at least $5,000,000. Umbrella coverage must include as insureds all entities that are additional insureds on the CGL and a per project aggregate. Umbrella coverage for such additional insureds shall apply before any other insurance or self insurance, including any deductible, maintained by, or provided to, the additional insured other than the CGL, Auto Liability and Employers Liability coverage maintained by the contractor. In no event shall this coverage have a residential exclusion..4 Workers Compensation and Employers Liability Employers Liability Insurance limits of at least $1,000,000 each accident for bodily injury by accident and $1,000,000 each employee for injury by disease in every state other than the State of New York. New York State limits to read "Statutory". Where applicable, the Maritime Coverage Endorsement shall be attached to the policy. Where applicable, U.S. Longshore and Harborworkers Compensation Act Endorsement shall be attached to the policy..5 Disability Insurance pursuant to NYS requirements for all employees ADD to Subparagraph : The Certificates shall be ACORD Form 25S, accompanied by a completed AIA Document G715, Supplemental Attachment for ACORD Certificate of Insurance 25S. In addition to the Certificate of Insurance, the Contractor shall provide the Owner with copies of any endorsements subsequently issued amending coverage or limits DELETE Subparagraph and SUBSTITUTE: The Contractor shall cause their Commercial Liability coverage to be provided by an Insurance Company admitted in NYS and must be rated at least A- VII by AM Best Company and approved by the Owner. The Contract Documents shall include the Owner, the Architect, its Consultants and all other designated entities as additional insureds on a primary and non contributing basis to the fullest extent permitted by law for all claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations which will also include completed operations for a period of not less than three (3) years after substantial completion. This insurance for the additional insured shall be as broad as the coverage provided for the named insured contractor. It shall apply as primary Insurance, on a noncontributing basis before any other insurance or self insurance, including any deductible, maintained by or provided to, the additional insured(s) ADD Clause : A copy of the additional Insured endorsement shall be attached to the certificate of insurance that is provided to Owner before any work is started on the Project. Architects, Engineers and Surveyors, LLC Project No

18 11.12 ADD Clause : Subcontractor s Insurance: Except as otherwise approved in writing by Owner, Contractor shall cause each of the Subcontractors and Subsubcontractors to procure and to maintain during the life of its Subcontract or Sub- Subcontract, insurance of the types and in the amounts required of Contractor and reasonable to the Owner. The Owner and the Architect, its Consultants and all other designated entities will be added as additional insureds on a primary and non contributing basis to the fullest extent permitted by law for all claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations which will also include completed operations for a period of not less than three (3) years after substantial completion ADD Subparagraph : If the Commercial General Liability policy of the Contractor or any subcontractor of any tier contains a General Aggregate Limit, such General Aggregate shall apply separately to each project and location. A copy of the per project aggregate endorsement shall be submitted before any work is started on the project ADD Clause : CGL Coverage shall be written on ISO Occurrence Form CG /01 or a substitute form providing equivalent coverage and shall cover liability arising from premises, operations, independent contractors, products-completed operation, and personal and advertising injury. Coverage shall not include any residential exclusion and a copy of all CGL endorsements and exclusions shall be submitted to and approved by Owner before any work is permitted on the Project ADD Subparagraph : The Contractor shall not allow any Subcontractor to start the work until all required insurance has been obtained and certified with the proper endorsements filed with the Owner. Failure of the Contractor or Subcontractor to comply with the above insurance requirements shall in no way waive the Owner's rights hereunder DELETE Paragraph 11.2 and SUBSTITUTE: The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. The Contractor shall purchase and maintain insurance covering the Owner s contingent liability for claims, which may arise from operations under the Contract ADD to Clause : The form of policy for this coverage shall be Completed Value ADD to Clause : This property insurance is written with a deductible of $ per occurrence with a deductible aggregate of $ 1, The Owner shall be responsible for the deductibles except for theft, which will be the responsibility of the Contractor DELETE Clause and SUBSTITUTE: The Contractor shall provide insurance coverage for portions of the Work stored off the site after written approval, and also for portions of the Work in transit. Owner does not intend to purchase this insurance ADD Clause : The insurance required by Paragraph 11.3 is not intended to cover machinery, tools or equipment owned or rented by the Contractor which are utilized in the performance of the Work but not incorporated into the permanent Project No Architects, Engineers and Surveyors, LLC

19 improvements. The Contractor shall, at the Contractor's own expense, provide insurance coverage for owned or rented machinery, tools, or equipment which shall be subject to the provisions of Subparagraph ADD Clause : Owner shall not be responsible to or for the Contractor or Subcontractors against any loss by fire, lightning, extended coverage, all risk, theft or vandalism and malicious mischief, of any tools, equipment, vehicles, shanties, tool houses, trailers, or other temporary or permanent structures wherever located and owned by the Contractor, Subcontractors, their employees or agents ADD Clause : Partial occupancy or use in accordance with Section 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 ADD to Subparagraph : The Owner shall purchase and maintain this insurance only after installation, testing, and acceptance by Owner MODIFY Subparagraph : In the third sentence, delete the phrase "or as determined with the method of binding dispute resolution selected in the Agreement Between the Owner and Contractor" and substitute "or in accordance with the final judgment of a court of competent jurisdiction" Delete Subparagraph and SUBSTITUTE: 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 be made, the objecting party shall have the right to commence litigation, naming all interested parties, in a court of competent jurisdiction. In the event that litigation is commenced, all disputes shall be resolved in such forum DELETE Subparagraph and SUBSTITUTE: The Contractor shall furnish bonds covering faithful performance of the Contract and Payment of obligations arising thereunder. Bonds shall be obtained through a company licensed to sell such bonds in the State of New York and listed in the latest issue of the U.S. Treasury Circular 570 and the cost thereof shall be included in the Contract Sum. The amount of each bond shall be equal to 100 percent of the Contract Sum. The Owner shall be named as obligee on the Performance Bond and Payment Bond ADD Clause : The Contractor shall require the attorney-in-fact who executes the required bonds on behalf of the surety to affix thereto a certified and current copy of the power of attorney ADD Paragraph 11.5: Effect of Procurement of Insurance- Neither the procurement nor the maintenance of any type of insurance by the Owner or the Contractor shall in any way be construed or be deemed to limit, discharge, waive or release the Contractor from any of the obligations and risks imposed upon him by the Contract or to be a limitation on the nature or extent of such obligations or risks. Architects, Engineers and Surveyors, LLC Project No