ADDENDUM TO STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR FOR A RESIDENTIAL OR SMALL COMMERCIAL PROJECT AIA DOCUMENT A

Transcription

1 ADDENDUM TO STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR FOR A RESIDENTIAL OR SMALL COMMERCIAL PROJECT AIA DOCUMENT A The following addendum modifies or supplements the standard form of agreement between Owner and Contractor For a Residential or Small Commercial Project, AIA Document A between Liberty Mutual Insurance Company as the Owner and as the Contractor, executed as of, (the Agreement ). Wherever any Article of such Agreement, or any Paragraph, Subparagraph or clause thereof, is modified, deleted or supplemented hereby, the provision of such Article, or of such Paragraph, Subparagraph or clause, which are not modified, deleted, or supplemented hereby shall remain in effect. ARTICLE 4 PAYMENT Insert the following to Section 4.1 beginning at the end thereof: 4.1 The Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents The period covered by each Application for Payment shall be one calendar month ending on the last day of the month Provided an Application for Payment is received by the Architect not later than the 25 th day of a month, the Owner shall make payment to the Contractor not later than the 25 th day of the next month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by Owner not later than thirty (30) days after the Architect receives the Application for Payment Each Application for Payment shall be based upon the Schedule of Values submitted by the Contractor in accordance with the Contract Documents. The Schedule of Values shall allocate the entire Contract Sum among the various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This Schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor s Applications for Payment Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of the Work in the Schedule of Values, less retainage of ten percent (10%).

2 .2 Subtract the aggregate of previous payments made by the Owner; and subtract amounts, if any, for which the Architect has withheld or nullified a Certificate of Payment as provided in the General Conditions Final payment consisting of the entire unpaid balance of the Contract Sum shall be made by the Owner to the Contractor when (1) the Contract has been fully performed by the Contractor except for the Contractor s responsibility to correct nonconforming Work and to satisfy other requirements, if any, which necessarily survive final payment; and (2) a final Certificate for Payment has been issued by the Architect; such final payment shall be made by the Owner not more than thirty (30) days after the issuance of the Architect s final Certificate for Payment. ARTICLE 5 INSURANCE Article 5 is deleted in its entirety and replaced with the following: 5.1 CONTRACTOR S LIABILITY INSURANCE The Contractor shall purchase and maintain insurance for protection from the claims set forth below which may arise out of or result from the Contractor's operations under the Contract whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, including, without limitation, independent contractors and sub-subcontractors, or by anyone for whose acts any of them may be liable:.1 Claims under worker's compensation, disability benefit and other similar employee benefit acts..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, or death of any person other than the Contractor's employees..4 Claims for damages insured by usual personal injury liability coverage which are sustained (1) by any person as a result of an offense directly or indirectly related to the employment of such person by the Contractor or (2) by any other person..5 Claims for damages other than to the Work itself except to the extent coverage is available in the required Commercial General Liability Insurance, because of injury to or resulting from destruction of tangible property including loss of use resulting therefrom..6 Claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle The insurance required by Subparagraph shall be written for not less than any limits of a liability required by law, or as follows, whichever is greater:.1 Workers' compensation insurance providing statutory coverage and employer's 2

3 liability insurance subject to a limit of at least one million dollars ($1,000,000) per accident. The umbrella insurance should be required to cover excess Employers Liability in such situations..2 Commercial General Liability Insurance provided by a company or companies authorized to do business in the state where the Project is located, naming the Owner, including employees and officials, as an additional insured subject to a limit of at least five million dollars ($5,000,000) per accident, and five million dollars ($5,000,000) in the general aggregate, for bodily injury including death and property damage. The general aggregate should apply only for this location. The aggregate limits shall be maintained continuously during the life of the Contract. The limits of liability required are applicable to the Contractor who may lower the limits it requires of Subcontractors subject to the prior approval of the Owner. The Commercial General Liability Insurance shall be written on an occurrence form and shall include but not necessarily be limited to, coverage for: a. Products/Completed Operations liability which either: (i) extends three years after the acceptance of the Project by the Owner, or (ii) extends for one year after the date of Substantial Completion, provided that if the Contractor obtains only a one year policy, the Contractor shall be obligated to renew such coverage annually to the extent that such coverage is available to cover full three years after the date of Substantial Completion, and the Contractor shall, prior to expiration of the then current policy, deliver to the Owner a certificate of insurance evidencing such renewal. b. Independent contractors covering operations of any and all subcontractors and subsubcontractors. c. Contractual liability covering liability assumed under contracts with the Owner. d. Coverage for explosion, collapse, vibration and undermining, including damage to underground utilities and property. e. Elevator liability when elevators are involved in the Project. f. Broad Form Comprehensive General Liability Endorsement..3 Automobile Liability Insurance with a combined single limit of not less than five million dollars ($5,000,000) for bodily injury and property damage in any one accident covering: a. All Owned Vehicles. b. Hired Vehicles. c. All other non-owned vehicles. 3

4 .4 The minimum limits required in items.1,.2, and.3 of the above may be attained through the combination of primary general liability and umbrella liability policies. The full amount of such umbrella coverage shall be available to respond to claims in connection with the Project. Such insurance shall also include the Owner as an additional insured..5 Contractor s Pollution Limited Liability Insurance subject to a limit of at least five million dollars ($5,000,000) covering on-site and off-site cleanup costs, bodily injury, and property damage. Coverages, whether written on an occurrence or claims made basis, shall be maintained without interruption from the date of Commencement of the Work until date of final payment and termination of any coverage required to be maintained after final payment 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 5.1 shall contain a provision that coverages afforded under the policies will not be canceled, amended 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. 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. Certificates of insurance shall identify all endorsements to Contractor's policies and contain a statement that Contractor s policies do not contain any endorsement that would materially diminish the insurance coverage set forth in the basic policy or required herein. Copies of insurance policies shall be furnished to Owner upon its request." In no event shall any failure of the Owner to receive certified copies or certificates of policies required under Paragraph 5.1 or to demand receipt of such certified copies or certificates prior to the Contractor commencing the Work be construed as a waiver by the Owner or the Architect of the Contractor's obligations to obtain insurance pursuant to this Addendum. The obligation to procure and maintain any insurance required by this Addendum is a separate responsibility of the Contractor and independent of the duty to furnish a certified copy or certificate of such insurance policies If the Contractor fails to purchase and maintain, or require to be purchased and maintained, any insurance required under this Paragraph 5.1, Owner may, but shall not be obligated to, upon five (5) days' written notice to the Contractor, purchase such insurance on behalf of the Contractor and shall be entitled to be reimbursed by the Contractor upon demand When any required insurance, due to the attainment of a normal expiration date or renewal date shall expire, the Contractor shall supply the Owner with certificates of insurance and amendatory riders or endorsements that clearly evidence the continuation of all coverage in 4

5 the same manner, limits of protection, and scope of coverage as was provided by the previous policy. In the event any renewal or replacement policy, for whatever reason obtained or required, is written by a carrier other than that with whom the coverage was previously placed, or the subsequent policy differs in any way from the previous policy, the Contractor shall also furnish the Owner with a certified copy of the renewal or replacement policy unless the Owner provides the Contractor with prior written consent to submit only a certificate of insurance for any such policy. All renewal and replacement policies shall be in form and substance satisfactory to the Owner and written by carriers reasonably acceptable to the Owner Any aggregate limit under the Contractor's liability insurance shall, by endorsement, apply to this Project separately The Contractor shall cause each Subcontractor to (1) procure insurance reasonably satisfactory to the Owner, and (2) name the Indemnities as defined in subparagraph 8.12 hereof, as additional insureds under the Subcontractor's commercial general liability policy. The additional insured endorsement included on the Subcontractor's commercial general liability policy shall state that coverage is afforded the additional insureds with respect to claims arising out of operations performed by or on behalf of the Contractor. If the additional insureds have other insurance which is applicable to the loss, such other insurance shall be on an excess or contingent basis. The amount of the insurer's liability under this insurance policy shall not be reduced by the existence of such other insurance. 5.2 PROPERTY INSURANCE Unless otherwise provided for in the Contract Documents or otherwise agreed in writing by the Owner and Contractor, 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. 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 5.2 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub-subcontractors in the Project Property insurance shall be on an all risk basis or equivalent policy form and shall include, without limitation insurance against perils of fire (with extended coverage) and physical loss or damage including, 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 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. Notwithstanding anything to the contrary contained in the Contract Documents, if the cause of any loss payment under such insurance is the fault of the Contractor, 5

6 then the Contractor shall pay such deductibles This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents 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 Owner, Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds Waivers of Subrogation. The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect s consultants, separate contractors, if any, and any of their subcontractors, sub-subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Paragraph 5.2 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as a fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect s consultants, separate contractors, 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 A loss insured under Owner s property insurance shall be adjusted by the Owner in good faith and made payable to the Owner for the insureds, as their interests may appear, subject to requirements of any applicable mortgage clause and of Subparagraph 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 a similar manner The Owner shall have power to adjust and settle a loss with insurers. 5.3 PERFORMANCE BOND AND PAYMENT BOND The Owner shall have the right to require the Contractor to furnish a Performance Bond and Labor and Material Payment Bond meeting all statutory requirements of the state where the Project site is located, in form and substance satisfactory to the Owner 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 The Contractor shall keep the surety informed of the progress of the Work, and, where necessary, obtain the surety's consent to, or waiver of: (1) notice of changes in the Work; (2) 6

7 request for reduction or release of retention; (3) request for final payment; and (4) any other material required by the surety. The Owner may, in the Owner's sole discretion, inform surety of the progress of the Work and obtain consent as necessary to protect the Owner's rights, interest, privileges and benefits under and pursuant to any bond issued in connection with the Work. 5.4 GENERAL REQUIREMENTS All insurance coverage procured by the Contractor shall be provided by insurance companies having policyholder ratings no lower than "A" and financial ratings not lower than "XII" in the Best's Insurance Guide, latest edition in effect as of the date of the Contract, and subsequently in effect at the time of renewal of any policies required by the Contract Documents If the Owner is damaged by the failure of the Contractor to purchase or maintain insurance required under this Addendum, then the Contractor shall bear all reasonable costs (including attorneys' fees and court and settlement expenses) properly attributable thereto If the Owner is damaged by the failure of the Contractor to purchase or maintain insurance required under this Addendum, then the Contractor shall bear all reasonable costs (including attorneys' fees and court and settlement expenses) properly attributable thereto. ARTICLE 6 GENERAL PROVISIONS Make the following changes to Subparagraph 6.4: -Delete "instruments of the Architect's service for use solely with respect to this project. The Architect shall retain all common law, statutory and other reserved rights, including the copyright" and insert "the property of the Owner" in lieu thereof. - Delete instruments of service where it appears and replace it with Contract Documents. -Delete "or for additions to this project outside the scope of the Work without the specific written consent of the Architect.. ARTICLE 7 OWNER Insert "reasonably" before "requested" on line 1 of Subparagraph ARTICLE 8 CONTRACTOR Make the following changes to Subparagraph 8.3.1: -Insert "including, without limitation, all safety precautions and programs" after "procedures," in the second sentence. Insert the following at the end of Subparagraph 8.3.1: "In no event shall the Contractor employ construction means, methods, procedures and techniques that violate (a) requirements of any warranties applicable to the Work, or (b) laws, ordinances, regulations, rules and orders which bear upon the Contractor's performance of the Work." 7

8 Insert the following new subparagraphs and 8.4.4: " The Contractor and all Subcontractors shall make all provisions necessary to avoid any disputes with labor unions and shall be responsible for any delays, damages or extra costs incurred as a result of such disputes. The Contractor shall be responsible for the maintenance of labor relations among its employees and the employees of its Subcontractors in such manner as will provide for harmony as far as practical among workers at the Project site The Contractor shall be responsible for determining that all materials furnished for the Work meet all requirements of the Contract Documents. The Architect may require the Contractor to produce reasonable evidence that a material meets such requirements, such as certified reports of past tests by qualified testing laboratories, reports of studies by qualified experts, or other evidence which, in the opinion of the Architect, would lead to a reasonable certainty that any material used, or proposed to be used, in the Work meets the requirements of the Contract Documents." Insert the following at the end of Subparagraph 8.5: "The Contractor agrees to assign to the Owner, at the time of Substantial Completion of the Work, any and all manufacturer's warranties required by the Contract Documents relating to materials and labor used in the Work and further agrees to perform the Work in such manner so as to preserve all such manufacturer's warranties. The Contractor hereby represents and warrants to the Owner that the Contractor is a business entity which is experienced and skilled in the construction of projects of the type described in the Contract Documents, is licensed to engage in the general construction business in the jurisdiction where the Project is located, and is in compliance with all applicable governmental laws and regulations precedent thereto." Insert the following at the end of Subparagraph 8.9: The Owner shall have the right to refuse admittance to the site to any employee of the Contractor or Subcontractors whose presence the Owner deems hostile to the Owner's interest. Contractor shall have limited access to Owner s premises solely to perform the Work pursuant to the Contract Documents. Contractor shall not (i) enter into or permit any workers to enter into any areas of the premises other than those areas designated by Owner, or (ii) access or permit any workers to access for any reason whatsoever any nonpublic personal information of Owner s customers located on the premises. Contractor shall comply with all rules and regulations promulgated by Owner in connection with the foregoing, as amended from time to time. Insert the following at the end of Subparagraph 8.10: "Existing work that is cut, damaged, disturbed or otherwise interfered with by the Contractor, a Subcontractor, or anyone for whom they are responsible shall be fully, 8

9 properly and carefully repaired by the responsible Contractor or Subcontractor. All such repairs shall be completed in a first-class manner to the satisfaction of the Architect, and shall match similar existing adjoining work." Delete Section 8.12 in its entirety and insert the following in lieu thereof: " 8.12 INDEMNIFICATION To the fullest extent permitted by law, the Contractor shall indemnify, defend and hold harmless the Owner, Architect, Architect's consultants, Owner's construction manager (if any), Owner's project manager (if any), Owner's landlord (if any), and the officers, directors, agents and employees of any of them (collectively, the "Indemnities") from and against liabilities, fines, claims, suits, demands, damages, losses and expenses, including but not limited to attorneys' fees ("Losses"), arising out of or resulting from performance of the Work, provided that such losses are 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 in whole or in part by negligent or wrongful 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. To the fullest extent permitted by law, the Contractor shall further indemnify, defend and hold harmless the Indemnitees from and against any and all Losses and shall bear any and all costs, damages and expenses of any Indemnitee suffered, incurred or arising from the failure of the Contractor, the Contractor's Subcontractors, lower level subcontractors and employees or agents of any of them to conduct the Work (i.e., construction means, methods, techniques, sequences, procedures, safety precautions and programs), as opposed to design, in accordance with applicable laws, statues, ordinances, building codes, and regulations of any governmental authority. The Contractor's indemnification obligation hereunder shall survive the completion of all work on the termination of the Contract independent of indemnification obligation, the Contractor shall maintain sufficient contractual liability coverage to secure its indemnification obligations. To the fullest extent permitted by law, the Contractor shall further indemnify, defend and hold harmless the Indemnities from and against any and all claims, damages, losses and expenses, including but not limited to attorneys fees, and liens from the Contractors, Subcontractors and suppliers and from the lower level subcontractors and employees or agents of any of them arising out of the alleged or actual non-payment, insufficient payment of late payment of amounts owed for labor, materials, supplies, equipment or services provided in connection with the work." ARTICLE 9 ARCHITECT Make the following changes to Subparagraph 9.1: -Delete "only" in line 2 and insert the following in lieu thereof: "except". 9

10 -Insert "specifically" after "extent" in line 2. -Insert the following at the end thereof: If there is no Architect assigned to the Project, the Owner or its designee will provide administration of the Contract as described in the Contract Documents. Delete "and decide" in line 1 of Subparagraph 9.7. Delete "and decisions" in the first and second sentences of Subparagraph 9.8. Delete "or decisions" in the second sentence of Subparagraph 9.8. ARTICLE 10 CHANGES IN THE WORK The second sentence of Subparagraph 10.1 is deleted and replaced with the following: A Change Order shall be a written order to the Contractor signed by the Owner and Architect to change the Work, Contract Sum or Contract time. ARTICLE 12 PAYMENTS AND COMPLETION Insert the following at the beginning of Subparagraph : "Before the first Application for Payment, the Contractor shall submit to the Architect and the 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 Architect may require and shall be revised if later found by the Architect to be inaccurate. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment." Insert the following prior to the commencement of the penultimate sentence of Subparagraph : The supporting documentation shall include, but not necessarily be limited to, (i) partial releases and lien waivers in form acceptable to Owner executed by the Contractor for the Work performed on and equipment materials supplied to the Project as of the date of the Application for Payment, (ii) a duly executed acknowledged sworn statement showing all Subcontractors with whom Contractor has entered into subcontracts, the amount of each such subcontract, the amount request for each Subcontractor in the requested progress payment, and the amount to be paid to the Subcontractor from such progress payment and (iii) commencing with the second Application for Payment submitted by the Contractor, Contractor shall also submit a partial release and waiver of lien in form acceptable to Owner as executed by such Subcontractor covering all work, material and labor furnished up through the date of the immediately preceding Application for Payment. The form of Application for Payment shall be a AIA Document G702 Application and Certification of Payment, supported by AIA Document G703, Continuation Sheet. In the event that any claim, lien or encumbrance is filed, Contractor and its surety agree to protect, indemnify and hold harmless the Owner therefrom, to cause any lien or other encumbrance to be removed by posting an appropriate bond or other procedure permitted by law at their own cost and 10

11 expense (including, without limitation, attorneys fees), to defend all proceedings or suits to establish such claim, liens or other encumbrances, and to pay any which are established. If, after seven (7) days notice by Owner to Contractor of a lien or encumbrance, Contractor does not remove such lien or encumbrance by discharging it, posting an appropriate bond, or initiating another procedure permitted by law, then Owner, at its sole option, may (i) pay lien or amount of claim in full, (ii) post bond, or (iii) initiate other procedures permitted by law. In such event, Contractor and surety will be fully liable for all costs incurred by Owner. In the event Owner makes direct payment to lien claimant, Contractor is estoppel from contesting such payment and Owner will be entitled to withhold from payments otherwise due Contractor for any payments so made." Insert the following at the end of Subparagraph 12.3: "The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents." Make the following changes to Subparagraph : -Insert "(1)" after "when" in line 1. -Insert "and (2) all designated or required governmental inspections have been successfully completed, and final or temporary certificates of occupancy have been obtained that allow occupancy and use of the entire Project as intended by the Owner and the Owner's tenants and guests have been obtained" at the end of Subparagraph Insert a new Subparagraph as follows: " The Owner and Contractor agree to execute a recordable Notice of Substantial Completion confirming the date as determined by the Architect." ARTICLE 13 PROTECTION OF PERSONS AND PROPERTY Insert the following at the end of Article 13: "All work shall be performed in accordance with the latest revisions of the Occupation of Safety and Health Administration (OSHA) Health Regulations for Construction and the latest requirements of any code safety order, whichever is more stringent. All equipment which is utilized for the Contractor's Work must meet all safety codes and the Contractor must take all safety precautions necessary and appropriate to perform the Work. The Contractor is required to provide to the Owner for all jobs, the material safety data sheets in accordance with federal regulations. In addition, the Contractor must hold a program with its employees and comply with the Hazard Communication Training per OSHA regulation Training shall involve providing information to employees making them aware of the new set of regulations and training them on how to read the interpret Material Safety Data Sheets. Each employee shall receive generic training to cover the basic types of 11

12 hazardous chemicals, hazardous materials, and any other hazardous product in accordance with federal regulations." ARTICLE 15 MISCELLANEOUS PROVISIONS Make the following changes to Subparagraph 15.1: -Delete "Neither party to the Contract shall" and insert "Contractor shall not" in lieu thereof. -Delete "the other" and insert "Owner" in lieu thereof. Insert new Subparagraphs 15.2, 15.3, and 15.4 as follows: " 15.2 CONFIDENTIALITY The Contractor warrants and represents that the Contractor shall not knowingly or negligently communicate or disclose at any time to any person or entity any information in connection with either (a) financial details of the Contract, the Work or the Project, or (b) information regarding the scope or details of the Work or the Project, except: (1) with prior written consent of the Owner, (2) information that was in the public domain prior to the date of this Contract, (3) information which becomes part of the public domain by publication or otherwise not due to any unauthorized act or omission of the Contractor, or (4) as may be required to perform the Work or by any applicable law SUCCESSORS AND ASSIGNS 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 representative of such other party in respect to covenants, agreements and obligations contained in the Contract Documents 15.4 RIGHTS AND REMEDIES Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. ARTICLE 16 TERMINATION OF THE CONTRACT Deleted,and costs incurred by reason of such termination from the last sentence of Subparagraph Make the following changes to Subparagraph 16.3: - Number the original paragraph as

13 - In the second line of Subsection delete the remainder of the section after the word executed. - Insert a new Subparagraph as follows: 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. ARTICLE 17 OTHER TERMS AND CONDITIONS Insert the following new Subparagraph 17.1: 17.1 SUBCONTRACTORS SUBCONTRACTORS DEFINED A Subcontractor or subcontractor (hereinafter 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 SUB-SUBCONTRACTOR DEFINED 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 a s if singular in number and means a Subsubcontractor or an authorized representative of the Sub-subcontractor WORKER'S COMPENSATION INSURANCE As a condition of awarding any subcontract, the Contractor shall require all subcontractors and sub-subcontractors, regardless of tier, engaged in the performance of the Work to maintain at all times in full force and effect workers compensation insurance providing statutory coverage and employer s liability insurance having limits of liability reasonably satisfactory to the Owner. The Contractor shall require all Subcontractors and Subsubcontractors (regardless of tier), prior to entering the Project property, to provide certificates of insurance evidencing the required coverages and limits, and the Contractor shall maintain such certificates on the Project site in a location suitable for periodic inspection by the Owner. 13

14 SUBCONTRACTOR APPROVAL Owner shall have the sole and absolute right to approve all Subcontractors and Subsubcontractors, regardless of tier, proposed by Contractor to be engaged in the performance of the Work. Owner may exercise its approval right at any time prior to the awarding of any subcontract by giving written notice to Contractor. OWNER: CONTRACTOR: By: Name: By: Name: 14