Modigliani's Smoke Ricotta Flashcards

Question

Owner 2.1 General

Answer 1

**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 a 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 Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. **Commentary for 2.1.1** The term Owner is used to designate the party contracting with the construction contractor. That person or entity may or may not actually own the land or building where the project is sited. For example, the owner may be a tenant. If that is the case, the land or building owner may be designated as the landlord. Because the owner may not personally take an active, ongoing role in the project, the owner is required to designate a representative with authority to make decisions that bind the owner. Having such a representative can ensure timely decision making and keep the project moving. This representative is named in AIA owner-contractor agreements. For certain purposes set forth in Article 4, the architect also serves as the owner’s representative. The architect is not the owner’s designated representative referred to in Section 2.1.1. If the owner designates more than one representative, the separate roles and functions of each individual should be clearly defined to avoid conflicts, gaps and confusion as to each individual’s proper authority to act on behalf of the owner. **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. **Commentary for 2.1.2** State mechanic’s lien statutes require that the party seeking to assert a lien file documents stating the correct legal description of the property against which the lien claim is being asserted. If the statute is not strictly complied with, the filing may not be adequate to enforce the lien. Thus, the lien rights of the contractor, subcontractors and sub-subcontractors may depend on the information required of the owner under this section.

Answer 2

**2.2.1** Prior to commencement of the Work and upon written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract. The Contractor shall have no obligation to commence the Work until the Owner provides such evidence. If commencement of the Work is delayed under this Section 2.2.1, the Contract Time shall be extended appropriately. **2.2.2** Following commencement of the Work and upon written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract only if (1) the Owner fails to make payments to the Contractor as the Contract Documents require; (2) the Contractor identifies in writing a reasonable concern regarding the Owner’s ability to make payment when due; or (3) a change in the Work materially changes the Contract Sum. If the Owner fails to provide such evidence, as required, within fourteen days of the Contractor’s request, the Contractor may immediately stop the Work and, in that event, shall notify the Owner that the Work has stopped. However, if the request is made because a change in the Work materially changes the Contract Sum under (3) above, the Contractor may immediately stop only that portion of the Work affected by the change until reasonable evidence is provided. If the Work is stopped under this Section 2.2.2, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shutdown, delay and start-up, plus interest as provided in the Contract Documents. **2.2.3** After the Owner furnishes evidence of financial arrangements under this Section 2.2, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. **2.2.4** Where the Owner has designated information furnished under this Section 2.2 as “confidential,” the Contractor shall keep the information confidential and shall not disclose it to any other person. See separate card. **Commentary for 2.2.4** The Contractor may require the Owner to furnish evidence of its financial arrangements to pay for the initial scope of work and then for changes to the work that materially change the contract sum. Prior to commencement, the Contractor will have no obligation to commence the work until the Owner provides the evidence of financing. Following commencement of the work, the Contractor may stop work if the Owner fails to provide satisfactory evidence within 14 days of a request because the Owner is late in making payments; the Contractor has raised a reasonable concern about the ability of the Owner to pay; or the scope of work has been changed such that it materially changes the contract sum. **2017 vs. 2007**: 2.2 - The provisions requiring the Owner to provide evidence that it has made financial arrangements for the Project have been modified for clarity. The Contractor’s right to request financial information remains largely unchanged from the 2007 edition. However, new language has been added as Section 2.2.4 to recognize that financial information provided by the Owner should be treated as confidential by the Contractor.

Answer 3

**2.2.4** Where the Owner has designated information furnished under this Section 2.2 as “confidential,” the Contractor shall keep the information confidential and shall not disclose it to any other person. However, the Contractor may disclose “confidential” information, after seven (7) days’ notice to the Owner, where disclosure is required by law, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or by court or arbitrator(s) order. The Contractor may also disclose “confidential” information to its employees, consultants, sureties, Subcontractors and their employees, Sub-subcontractors, and others who need to know the content of such information solely and exclusively for the Project and who agree to maintain the confidentiality of such information. **Commentary** Confidential Information: Contractor now may disclose confidential information after seven (7) days notice to the Owner, where the disclosure is required by law. This exception allowing disclosure previously had to be hand-drafted into the contracts. -- Zurich Insurance, “Comparison of 2007 and 2017 AIA contract documents: Key changes in AIA A201™ and AIA B101™” [https://www.zurichna.com/en/knowledge/articles/2017/10/comparison-of-2007-and-2017-aia-contract-documents](https://www.zurichna.com/en/knowledge/articles/2017/10/comparison-of-2007-and-2017-aia-contract-documents)

Answer 4

**2.3.1** Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. **2.3.2** The Owner shall retain an architect lawfully licensed to practice architecture, or an entity lawfully practicing architecture, in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. **2.3.3** If the employment of the Architect terminates, the Owner shall employ a successor to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. **2.3.4** The Owner shall furnish surveys... See separate card. **2.3.5** The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. **2.3.6** Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2.

Answer 5

**2.3.4** The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. **Commentary** It is appropriate for the owner to furnish surveys of the site because, as the owner of the land, the owner has the most knowledge of it and control over it. If the owner is a tenant, it may need to obtain the survey from the building or land owner. The contractor should be able to rely upon the surveys and not have to duplicate this effort and expense.

Answer 6

**2.4** If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. **Commentary:** Under the proper circumstances, the owner may stop the work. In this provision, the owner’s right to stop work relates specifically to the contractor’s failure to comply with the contract documents. This right may be exercised by the owner or the owner’s designated representative under Section 2.1.1.

Answer 7

**2.5** If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such default or neglect. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect and the Architect may, pursuant to Section 9.5.1, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies, including Owner’s expenses and compensation for the Architect’s additional services made necessary by such default, neglect, or failure. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 15. **Commentary** Revisions to this section clarify that when the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents, the Owner may correct the Work and the Architect may withhold or nullify a Certificate for Payment to the extent reasonably necessary to reimburse the Owner for the cost of correction. Previously, this provision required a Modification to the Contract Documents to effectuate the withholding. A Modification is impractical because it would require agreement by the Contractor to the withholding. If the Contractor disagrees with the withholding, it may make a Claim in accordance with Article 15.

Answer 8

The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. **3.1 General** See separate card. **3.2 Review of Contract Documents and Field Conditions by Contractor** See separate card. **3.3 Supervision and Construction Procedures** See separate cards

Answer 9

**3.1.1** The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. The term "Contractor" means the Contractor or the Contractor's authorized representative. **Commentary for 3.1.1** In jurisdictions where contractors are required to be licensed, unlicensed contractors may not be permitted to file mechanic’s liens or to institute legal proceedings involving the project. The contractor’s duty to designate a representative mirrors the owner’s under Section 2.1.1. This representative is named in AIA owner-contractor agreements. Other persons or entities authorized to represent the contractor (such as the construction superintendent or project manager) should be identified to the owner and architect. If the contractor designates more than one representative, the separate roles and functions of each individual should be clearly defined to avoid conflicts, gaps and confusion as to each individual’s proper authority to act on behalf of the contractor. **3.1.2** The Contractor shall perform the Work in accordance with the Contract Documents. **Commentary for 3.1.2** The contractor’s scope of work is set forth in the contract documents. The contractor is responsible for performing all work shown and specified, unless it is specifically stated to be the work of others. **3.1.3** The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. **Commentary for 3.1.3** The contractor cannot claim that it has been released from its obligation to perform the work in conformance with the contract documents or to correct nonconforming work because the architect has not specifically rejected that portion of the work or because the architect has approved payment for it.

Answer 10

**3.2.1** Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed, and correlated personal observations with requirements of the Contract Documents. **3.2.2** Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.3.4, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. **Commentary for 3.2.2** The contractor is required to report errors and omissions promptly in order to minimize the costs of correction. The contractor’s failure promptly to report errors and omissions may result in liability to the contractor, pursuant to Section 3.2.4, for remediation costs that would have been avoided by prompt notice. The contractor is not expected to engage in a professional review of the architect’s design. If professional design services are required of the contractor pursuant to Section 3.12.10, review of the architect’s design by the contractor’s design professional is required to the extent necessary for the contractor’s design professional to design those elements that the contractor is obligated by the contract documents to both design and build. **3.2.3** The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. **Commentary for 3.2.3** As with the discovery of errors and omissions in Section 3.2.2, prompt notice is required in order to minimize the costs of correction. This obligation does not require the contractor to review the contract documents for the purpose of seeking out nonconformities, but only to report those nonconformities that the contractor discovers. The contractor’s failure to report promptly nonconformities that it discovers may result in liability to the contractor, pursuant to Section 3.2.4, for remediation costs that would have been avoided by prompt notice. **3.2.4** If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submit Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner, subject to Section 15.1.7, as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. **Commentary for 3.2.4** Pursuant to Sections 3.2.2 and 3.2.3, the contractor’s duty to report arises when design errors or omissions, or nonconformities are discovered or made known to the contractor. The failure to make prompt notification, or the contractor’s failure to perform other obligations set forth in Sections 3.2.2 or 3.2.3, may result in liability to the contractor for the remediation costs that would have been avoided by prompt notice.

Answer 11

**3.3.1** The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. See separate card. **3.3.2** The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. **3.3.3** The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work.

Answer 12

**3.3.1** The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work under the Contract. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely notice to the Owner and Architect, and shall propose alternative means, methods, techniques, sequences, or procedures. The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction. Unless the Architect objects to the Contractor’s proposed alternative, the Contractor shall perform the Work using its alternative means, methods, techniques, sequences, or procedures. **Commentary** "AIA Document A201, Sec. 3.3.1, states that the contractor is solely responsible for the means and methods of construction. In this case, the contract documents call for a specific procedure in order to achieve the architect’s aesthetic objectives. The contractor’s responsibility in this situation is to review the recommendations and evaluate the implications for jobsite safety. If the recommendation poses no threat, the contractor will proceed accordingly. If the contractor determines that the procedures required may create an unsafe situation, the contractor must give timely written notice to the owner and architect and propose an alternative way of accomplishing this work and achieving the design intent. If the architect has no objection to the contractor’s proposal, the contractor may then perform the work according to these alternative means and methods." -- Kaplan, Inc. "Means, Methods and Techniques: If the contract documents give specific instructions of means and methods, then the Contractor must evaluate the jobsite safety of the same. If it determines they may not be safe, the Contractor must notify the Owner and Architect and propose different means and methods. Those will be reviewed by the Architect solely for conformance with the design intent for the completed construction. This puts responsibility on the Contractor to come up with the approach in the event that it determines the means and methods specified by the Architect are not safe. It relieves the Architect of responsibility for the Contractor’s means and methods. Under the 2007 edition, if the Contractor determined that the means and methods specified by the Owner’s Architect were not safe and it gave timely notification to the Owner who then instructed it to proceed without accepting changes proposed by the Contractor, the Owner would be responsible for any loss resulting from the means and methods required by the Owner. This revised section appears to eliminate that affirmative assumption of the risk by the Owner." -- Zurich Insurance, “Comparison of 2007 and 2017 AIA contract documents: Key changes in AIA A201™ and AIA B101™” [https://www.zurichna.com/en/knowledge/articles/2017/10/comparison-of-2007-and-2017-aia-contract-documents](https://www.zurichna.com/en/knowledge/articles/2017/10/comparison-of-2007-and-2017-aia-contract-documents) **Commentary on 3.3.1 in AIA A201 - 2017**: This section has been modified to address concerns that the Contractor could be required to perform construction means or methods specified in the Contract Documents that it deems unsafe. Under the new language, where the Contractor deems construction means and methods proposed in the Contract Documents to be unsafe, it may perform under alternative means and methods provided the Architect does not object.

Answer 13

**3.4.1** Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. **3.4.2** Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 or ordered by the Architect in accordance with Section 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. **Commentary for 3.4.2** Changes in the work may be accomplished as minor changes in the work, change orders and construction change directives as set forth in Section 7.1.1. Substitutions made after execution of the agreement are changes in the work and must be made in accordance with Article 7. **3.4.3** The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them.

Answer 14

**3.5.1** The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. **Commentary for 3.5.1** This warranty is a general representation by the contractor that materials, equipment and workmanship will conform to good quality standards and the requirements of the contract documents. This general warranty is in addition to, and not in lieu of, any additional obligations (see Section 12.2 on Correction of Work) and other warranties, such as those received from product manufacturers and fabricators and forwarded to the owner by the contractor. The warranty under Section 3.5 will typically commence at the date of substantial completion (see Section 9.8.4) and continue through the period of the applicable statute of limitations or repose, whichever is shorter. The one year correction period of Section 12.2 is a separate and distinct obligation of the contractor, and should not be confused with the contractor’s warranty obligation. **3.5.2** All material, equipment, or other special warranties required by the Contract Documents shall be issued in the name of the Owner... See separate card

Answer 15

**3.5.2** All material, equipment, or other special warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 9.8.4. **Commentary** This new provision requires that material, equipment, and other special warranties (e.g. a twenty-year roof warranty) must be written in the name of the Owner or be transferable to the Owner and will commence in accordance with Section 9.8.4. "Section 3.5.2 requires all material, equipment and other special warranties to be issued in the name of the owner directly. The owner will no longer have to go through the contractor to enforce its warranty rights. The prior AIA documents did not account for this seemingly obvious right. As such, parties would negotiate whether all warranties would be in the owner’s name, or if the general contractor would hold and assign them to the owner upon substantial completion. With the new default language, contractors, subcontractors, and suppliers should expect the requirements that their warranties initially be in the owner’s name (and not merely assignable) to be the industry standard." --Schwabe, Williamson & Wyatt, “The 2017 AIA Changes that Matter to Owners” [https://www.schwabe.com/newsroom-publications-14811](https://www.schwabe.com/newsroom-publications-14811)

Answer 16

**3.6** The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. **Commentary** If the owner is a tax-exempt organization and intends to have its tax exemption apply to the contractor’s work, this section will need to be modified.

Answer 17

**3.7.1** Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit... See separate card. **3.7.2** The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. **Commentary for 3.7.2** It is the architect’s obligation to design the project so as to comply with applicable laws, codes, etc. However, many such laws and codes require the contractor to give notice to authorities having jurisdiction over the project for purposes of scheduling inspections by code officials. **3.7.3** If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. **Commentary for 3.7.3** Ordinarily, the contractor does not participate in the creation of the contract documents. For this reason, the contractor is not responsible for the failure to comply with applicable law (including building codes) unless the contractor learns of such failure and proceeds with the work irrespective of that knowledge, and/or fails promptly to report it (see Section 3.2.4). **3.7.4** Concealed or Unknown Conditions See separate card **3.7.5** If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents... See separate card

Answer 18

**3.7.1** Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. **Commentary** Under Section 2.3.1, the owner pays costs associated with approvals and permits obtained before execution of the contract that relate to project feasibility (e.g., zoning, environmental impact, and the like). *2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities.*

Answer 19

**3.7.4** If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend that an equitable adjustment be made in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor, stating the reasons. If either party disputes the Architect's determination or recommendation, that party may submit a Claim as provided in Article 15. **Commentary** This section covers physical conditions not specifically addressed in the contract documents (type 1), and/or that differ materially from conditions that might reasonably be assumed to exist at the site (type 2). For example, bedrock may be discovered when none was expected (type 1) or the expected bedrock encountered may fracture much more readily than is typical and expected for that type of rock (type 2). If the difference between what the contractor could reasonably have expected and what it actually found were material to the required work, a claim would be appropriate. The contractor must give notice to the owner and architect before disturbing the differing conditions and within 14 days of first observing them in order to give the architect the opportunity to investigate the conditions. Conditions that materially differ from reasonable expectations may result in either an increase or decrease in the contract sum or contract time. **Commentary on 3.7.4 in AIA A201 - 2017**: Feedback from various industry participants suggested that the 21- day period in A201-2007 for the Contractor to report concealed or unknown conditions was unnecessarily long. This reporting period has been shortened to 14 days.

Answer 20

**3.7.5** If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. **Commentary** Since 1997, many construction projects have suffered delays due to the discovery of burial grounds, archaeological sites, and wetlands. Section 3.7.5 addresses the owner’s and contractor’s responsibilities in the event these are not noted on the contract documents, but are discovered during construction. The conditions discussed in Section 3.7.5 are treated differently from the site conditions in Section 3.7.4 due to the necessary involvement of governmental authorities, and the duty placed on the owner to take action. The discovery of these conditions has the potential to increase costs and cause significant delay.

Answer 21

**3.8.1** The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. **Commentary** Allowances are customarily used as an accounting device with regard to materials and equipment whose selection and cost cannot be determined precisely at the time the original bid or proposal is submitted. This could occur because the finish or level of quality has not been finally selected or because of variations expected to occur after bidding. The owner has the right to decide who shall supply items covered by allowances. The contractor, however, is not required to employ persons or entities to whom it reasonably objects. Once employed, subcontractors under this provision have an identical status to those selected directly by the contractor.

Answer 22

**3.8.2** Unless otherwise provided in the Contract Documents, .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor’s costs under Section 3.8.2.2. **Commentary** The contractor’s overhead costs—those not specifically attributable to the items covered by the allowance—are excluded from the allowance, but are to be included in the contract sum. For example, if it is known that 1,000 square yards of carpet must be installed, costs for unloading and handling, installation and other expenses can be calculated. Given the allowance amount, overhead and profit can also be calculated. All of those elements are already included in the contract sum. The only unknown is the cost of the carpet itself, and that is the allowance figure.

Answer 23

**3.8.3** Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness.

Answer 24

**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.

Answer 25

**3.9.2** The Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the name and qualifications of a proposed superintendent. Within 14 days of receipt of the information, the Architect may notify the Contractor, stating whether the Owner or the Architect (1) has reasonable objection to the proposed superintendent or (2) requires additional time for review. Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. **Commentary** A201 recognizes the importance to the project of a qualified superintendent. The contractor is required to provide the owner and architect with a proposed superintendent’s qualifications. The architect then has an opportunity to object to the proposed superintendent (on behalf of the owner or on its own behalf) within 14 days, or request additional time to review. Failure to respond in either form, however, is deemed as notice of no reasonable objection.

Answer 26

**3.9.3** The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner’s consent, which shall not unreasonably be withheld or delayed. **Commentary** Once a superintendent is in place, the owner has an interest in seeing that superintendent remain to complete the project. However, the contractor may choose to relocate the superintendent to serve the interest of the contractor’s business, not the project. Requiring the owner’s consent to a change in superintendent, may discourage that practice.

Answer 27

**3.10.1** The Contractor, promptly after being awarded the Contract, shall submit for the Owner’s and Architect’s information a Contractor’s construction schedule for the Work. The schedule shall contain detail appropriate for the Project, including (1) the date of commencement of the Work, interim schedule milestone dates, and the date of Substantial Completion; (2) an apportionment of the Work by construction activity; and (3) the time required for completion of each portion of the Work. The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents. The schedule shall be revised at appropriate intervals as required by the conditions of the Work and Project. **Commentary** This section has been expanded to require that the Contractor’s schedule contain detail appropriate to the Project, including: (1) the date of commencement, interim milestone dates, and the date of Substantial Completion; (2) an apportionment of the Work by trade or building system; and (3) the time required for completion of each portion of the Work. These changes are meant to balance the need for a more detailed schedule with the ability to use AIA Document A201–2017 on projects of differing complexity.

Answer 28

**3.10.2** The Contractor, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, shall submit a submittal schedule for the Architect's approval. The Architect's approval shall not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, or fails to provide submittals in accordance with the approved submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals.

Answer 29

**3.10.3** The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect.

Answer 30

**3.11 Documents and Samples at the Site** The Contractor shall make available, at the Project site, the Contract Documents, including Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be in electronic form or paper copy, available to the Architect and Owner, and delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. **Commentary** The contractor, as the party responsible for the actual construction, is in the best position to prepare a permanent record of the Work as constructed for ultimate submittal through the architect to the owner. The detailed requirements for this permanent record should be included in the technical sections of Division 1 of the specifications. Revisions to this section clarify that the Contractor may maintain Contract Documents, Change Orders, Construction Change Directives, and other Modifications at the site in electronic format.

Answer 31

**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. **Commentary** Shop Drawings are not generic and should not simply be preprinted manufacturers’ diagrams.

Answer 32

**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. **Commentary** Product Data are usually taken from catalogs and other materials supplied by manufacturers for their standard products. Generally, they are not specially prepared for the project, but are often marked to highlight the specific model or style of product that will be used on the project. Administrative procedures for handling these submittals should be included in division 1 of the specifications.

Answer 33

**3.12.3** Samples are physical examples that illustrate materials, equipment or workmanship, and establish standards by which the Work will be judged.

Answer 34

**3.12.4** Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. **Commentary** The purpose of these submittals is to illustrate how the contractor intends to implement the architect’s design. Because the owner may not have the opportunity to agree with changes incorporated into shop drawings, product data or samples, the submittals from the contractor to the architect cannot represent the mutual agreement of the parties to the same degree as the contract documents. Occasionally, shop drawings, product data, samples or other submittals will be sent to the architect as a matter of routine even though the contract documents do not require them. In that event, the architect is not obliged to review or take other action with regard to them. Product Data are usually taken from catalogs and other materials supplied by manufacturers for their standard products. Generally, they are not specially prepared for the project, but are often marked to highlight the specific model or style of product that will be used on the project. Administrative procedures for handling these submittals should be included in Division 1 of the specifications.

Answer 35

**3.12.5** The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of Separate Contractors. **Commentary** The contractor is to assemble shop drawings and other required submittals from subcontractors and others, coordinate and review the submittals and, if they are found to be proper, approve them before submitting them to the architect. Subcontractors, sub-subcontractors and others should not send submittals directly to the architect. The contractor’s submittals are to be made in accordance with the approved submittal schedule (refer to Section 3.10.2).

Answer 36

**3.12.6** By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. **Commentary** _Note 1_: The mere act of submitting shop drawings, product data, samples or similar submittals is a representation to the owner and architect that, among other listed things, the contractor has approved them. _Note 2_: The initial burden is on the Contractor. The Contractor is to review the Contract Documents and provide the Submittals to the Architect in accordance with the submittal schedule approved by the Architect or, if there is no schedule, “with reasonable promptness” to avoid delays. The Contractor is also making a representation to the Owner and Architect that its submittals have been reviewed, that all field measurements have been determined, and that the submittal is consistent with the Contract Documents. Once the Contractor has made the submittal, A201, 3.12.7 requires the Contractor to wait for approval before beginning any work associated with the submittal. -- "The AIA 201: General Conditions" by Author: Wade B. Gochnour, Esq. Organization: Howard & Howard. [https://www.lorman.com/resources/the-aia-201-general-conditions-17326](https://www.lorman.com/resources/the-aia-201-general-conditions-17326)

Answer 37

**3.12.7** The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from the requirements of the Contract Documents by the Architect’s approval of Shop Drawings, Product Data, Samples, or similar submittals, unless the Contractor has specifically notified the Architect of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals, by the Architect’s approval thereof. **Commentary** The owner’s agreement with the contractor is based upon mutual agreement as memorialized in the contract documents. The architect’s act of approving shop drawings, product data, samples and other submittals does not modify that agreement so as to relieve the contractor from its obligation to complete the work in conformance with the contract documents. To avoid confusion, the contractor and architect are required to document as a change in the work any intended change in the contract documents that results from the shop drawing process.

Answer 38

3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from the requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples, or similar submittals, unless the Contractor has specifically notified the Architect of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals, by the Architect's approval thereof. Commentary The owner’s agreement with the contractor is based upon mutual agreement as memorialized in the contract documents. The architect’s act of approving shop drawings, product data, samples and other submittals does not modify that agreement so as to relieve the contractor from its obligation to complete the work in conformance with the contract documents. To avoid confusion, the contractor and architect are required to document as a change in the work any intended change in the contract documents that results from the shop drawing process.

Answer 39

**3.12.9** The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such notice, the Architect’s approval of a resubmission shall not apply to such revisions. **Commentary** If a submittal has been returned to the contractor for correction and resubmission, it is likely that the architect will check only previously noted items to see if they have been corrected. Therefore, this provision requires the contractor to call specific attention to other changes, if any, from the previous submission. The architect can then quickly review such new information.

Answer 40

**3.12.10** The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor’s responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law.

Answer 41

**3.12.10.1** If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents. The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings, and other submittals prepared by such professional. Shop Drawings, and other submittals related to the Work, designed or certified by such professional, if prepared by others, shall bear such professional’s written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. **Commentary** If the Contractor is to provide design services related to systems, materials or equipment, language has been added stating that it is “entitled to rely upon the adequacy and accuracy of performance and design criteria provided by the contract documents” -- Zurich Insurance, “Comparison of 2007 and 2017 AIA contract documents: Key changes in AIA A201™ and AIA B101™” [https://www.zurichna.com/en/knowledge/articles/2017/10/comparison-of-2007-and-2017-aia-contract-documents](https://www.zurichna.com/en/knowledge/articles/2017/10/comparison-of-2007-and-2017-aia-contract-documents)

Answer 42

**3.12.10.2** If the Contract Documents require the Contractor's design professional to certify that the Work has been performed in accordance with the design criteria, the Contractor shall furnish such certifications to the Architect at the time and in the form specified by the Architect. **Commentary** In certain circumstances, the Contractor may hire its own design professionals to design specific portions of the Work based on design criteria provided by the Architect. This new section requires that the Contractor provide the Owner and Architect with certification from its design professional that construction Work based on the design professional’s design has been completed in accordance with the design criteria.

Answer 43

**3.13 Use of Site** The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Contract Documents and shall not unreasonably encumber the site with materials or equipment.

Answer 44

**3.14.1** The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting, or patching shall be restored to the condition existing prior to the cutting, fitting, or patching, unless otherwise required by the Contract Documents. **3.14.2** The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor. Consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold, from the Owner or a Separate Contractor, its consent to cutting or otherwise altering the Work.

Answer 45

**3.15.1** The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery, and surplus materials from and about the Project. **3.15.2** If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor.

Answer 46

**3.16 Access to Work** The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever located. **Commentary** This includes work in progress at locations other than the project site.

Answer 47

**3.17** The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for defense or loss when a particular design, process, or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications, or other documents prepared by the Owner or Architect. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. **Commentary** Royalties and license fees are part of the cost of construction and are thus properly included in the contract sum.

Answer 48

**3.18.1** To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner, Architect, Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 3.18. **Commentary for 3.18.1** In many jurisdictions, anti-indemnification statutes limit the validity and enforceability of indemnification provisions in contracts. Most prohibit only broad-form indemnification (requiring indemnification for the indemnitee’s sole negligence). This section contains a narrow-form of indemnification, under which the indemnitor’s obligation only covers the indemnitee’s losses to the extent caused by the indemnitor or one for whose acts the indemnitor is responsible. The statutes and the courts’ interpretations of surety provisions vary, and for this reason Section 3.18.1 should be reviewed by legal counsel. This provision does not cover injury or damage to the work itself nor does it cover a claim by the owner that the contractor has failed to construct the building according to the contract documents. The contractor’s obligation to indemnify is triggered by an act or omission of the contractor or one of the contractor’s agents or employees, and covers the indemnitee’s loss only to the extent that it was caused by such act or omission. This is comparative fault language: for example, if the indemnitee and all other third parties are found to be 20 percent responsible, the contractor’s obligation to indemnify would extend to 80 percent of the loss. In some jurisdictions, indemnification may also be available under applicable law. The last sentence section makes it clear that Section 3.18 is not meant to limit such relief. **3.18.2** In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor or a Subcontractor under workers’ compensation acts, disability benefit acts or other employee benefit acts. **Commentary for 3.18.2** It is not unusual for an injured worker to seek redress from the owner or architect, since statutory compensation awards are typically rather low. This section makes it clear that such compensation awards should not be construed to limit the contractor’s indemnity obligation to the payment of statutory workers’ compensation benefits in the event the owner or architect is found liable for accidents due to the contractor’s negligence.

Answer 49

**4.1 General** See separate card. **4.2 Administration of the Contract** See separate card.

Answer 50

**4.1.1** The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. **Commentary for 4.1.1** In most states, the title Architect may only be used by persons lawfully licensed to practice architecture in that state, and by entities controlled by such persons. The form of such entities (for example, corporations) may be restricted as well. **4.1.2** Duties, responsibilities, and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld. **Commentary for 4.1.2** Consent of all three participants is required due to the direct effect on them. Ordinarily, the related owner architect agreement requires the architect to provide administration of the construction contract as set forth in AIA Document A201. A change in contract administration services would thus require modification of the owner architect agreement as well. This section highlights the importance of making sure that all aspects of the owner-architect and owner contractor agreements are coordinated.

Answer 51

**4.2.1** The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. **Commentary** The word administration is not intended to imply that the architect either supervises or directs the construction effort. If, under the owner-architect agreement, the architect will not be providing full construction contract administration as described in this article and elsewhere in AIA Document A201, the relevant provisions must be modified accordingly. This section highlights the importance of making sure that all aspects of the owner-architect and owner contractor agreements are coordinated. The architect’s duty to provide administration of the construction contract terminates when the architect issues the final certificate for payment, unless the owner chooses to retain the architect’s services during the one-year correction period. The architect is not the general agent of the owner. The architect’s powers are those enumerated in the contract documents, and the contractor should not rely on actions of the architect beyond the scope of those powers. (See Section 2.1.1 regarding the owner’s designated representative.)

Answer 52

**4.2.2** The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor’s rights and responsibilities under the Contract Documents. **Commentary** This requirement does not imply any definite time interval between site visits. Instead, intervals are related to project requirements, as determined by the architect in the architect’s professional judgment. The architect’s professional judgment is also the gauge of the number of visits required, unless a specific number is stated in the owner-architect agreement. The architect is not required to be at the site full-time or to make detailed inspections, and in any case is not empowered to direct the contractor’s workers or subcontractors. Site visits are intended to permit review of the contractor’s work and to give the architect a basis for reporting to the owner. The last sentence underscores the statement of the contractor’s responsibilities and reinforces the dividing line between the contractor’s responsibilities and those of the architect. A clear allocation of responsibility is in the interests of all participants in the construction project. Note, however, that the architect must take care not to alter this division of responsibility through conduct—for example, by giving instructions to the contractor’s employees at the site regarding safety procedures.

Answer 53

**4.2.3** On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of, and will not be responsible for acts or omissions of, the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. **Commentary** Even when present, the architect cannot possibly see all facets of the work at the same time, so may not detect every deviation from the contract documents regardless of the frequency of the architect’s site visits. However, the architect is required to report to the owner known deviations from the contract documents and observed defects and deficiencies.

Answer 54

**4.2.4** The Owner and Contractor shall include the Architect in all communications that relate to or affect the Architect’s services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project. Communications by and with the Architect’s consultants shall be through the Architect. Communications by and with Subcontractors and suppliers shall be through the Contractor. Communications by and with Separate Contractors shall be through the Owner. The Contract Documents may specify other communication protocols. **Commentary on 4.2.4 in AIA A201 - 2017** In order to allow for direct communication between the Owner and Contractor while maintaining the Architect’s ability to remain abreast of discussions relating to or affecting its duties on the Project, this section has been modified to state that the Architect is required to be included in conversations between the Owner and Contractor only when related to the Architect’s services or professional responsibilities. The Owner is required to notify the Architect of conversations that relate to the Project even when they do not affect the Architect’s services or professional responsibilities. "Communications between Owner and Contractor now must include the Architect if it affects the Architect’s services or responsibilities, and the Owner must notify the Architect of the substance of any direct communications between Owner and Contractor relating to the project." -- Zurich Insurance, “Comparison of 2007 and 2017 AIA contract documents: Key changes in AIA A201™ and AIA B101™” [https://www.zurichna.com/en/knowledge/articles/2017/10/comparison-of-2007-and-2017-aia-contract-documents](https://www.zurichna.com/en/knowledge/articles/2017/10/comparison-of-2007-and-2017-aia-contract-documents)

Answer 55

**4.2.5** Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. **Commentary** Only work that conforms to the requirements of the contract documents and the representations on the application will be certified for payment. Refer to Section 9.4 for further provisions relating to the architect’s certification of payments.

Answer 56

**4.2.6** The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3, whether or not the Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the Work. **Commentary** The authority, but not the duty, to reject work is one of the principal means at the architect’s disposal for discovering and requiring correction of defects and deficiencies in the contractor’s work. Other means are the authority to require special testing and inspections under Section 13.5, and the authority to withhold or nullify certification for payment under Section 9.5.1. Note that while the architect has authority to reject work, only the owner may order the contractor to stop work under Section 2.3.1.

Answer 57

**4.2.7** The Architect will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5, and 3.12. The Architect's review shall not constitute approval of safety precautions or of any construction means, methods, techniques, sequences, or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. **Commentary** Appropriate action may include instructions to correct a submittal and resubmit it. Shop drawings, product data and samples are not contract documents. They represent the contractor’s intentions for implementing the requirements of the contract documents. Architects, therefore, review them only for the limited purposes stated. The architect is required to take action on submittals in accordance with the approved submittal schedule required under Section 3.10.2. In the absence of an approved submittal schedule, the architect must act on submittals with reasonable promptness. Prompt review by the architect helps avoid claims for delay under Section 8.3.

Answer 58

**4.2.8** The Architect will prepare Change Orders and Construction Change Directives, and may order minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. **Commentary** The architect is responsible for preparing the documents to implement change orders, construction change directives and minor changes in the work. This duty is not altered, even if there is a third party initial decision maker (see Section 15.1.3).

Answer 59

**4.2.9** The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. **Commentary** Inspections are distinct from normal site visits. The inspections described here are the only ones the architect performs unless others are specifically required elsewhere in the contract documents, required pursuant to Section 13.5.1, or otherwise agreed to by the owner and architect. Final completion and final payment are covered in Section 9.10..

Answer 60

**4.2.10** If the Owner and Architect agree, the Architect will provide one or more Project representatives to assist in carrying out the Architect's responsibilities at the site. The Owner shall notify the Contractor of any change in the duties, responsibilities and limitations of authority of the Project representatives. **Commentary** The exhibit should not expand the architect’s responsibilities unless the owner-architect agreement is appropriately modified. AIA Document B352™–2000, Duties, Responsibilities, and Limitations of Authority of the Architect’s Project Representative, may be used for this purpose.

Answer 61

**4.2.11** The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. **Commentary** Because the architect has prepared the drawings and specifications, has participated in preparation of the other contract documents, and is actively engaged in administering the construction contract, the architect is uniquely qualified to interpret the requirements of the contract.

Answer 62

**4.2.12** Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either, and will not be liable for results of interpretations or decisions rendered in good faith. **Commentary** It is not enough for an interpretation or decision to comply with the architect’s design intent in developing the contract documents. The interpretation or decision must also be reasonably inferable from the documents themselves. Intentions of the architect that are not reflected in the contract documents do not bind the contractor, and may give rise to a change order if the contractor is required to perform work not reasonably contemplated at the time the agreement with the owner was executed. Because the architect owes an obligation to provide services to the owner and must exercise judgment in the performance of that duty, the law in most jurisdictions provides for such immunity even in the absence of this language.

Answer 63

**4.2.13** The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents.

Answer 64

**4.2.14** The Architect will review and respond to requests for information about the Contract Documents. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information.

Answer 65

**5.1.1** A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term “Subcontractor” is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term “Subcontractor” does not include a Separate Contractor or the subcontractors of a Separate Contractor. **Commentary for 5.1.1** The term subcontractor does not include suppliers who do not perform work at the site but only provide materials and equipment to the contractor and subcontractors. **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 Subsubcontractor or an authorized representative of the Sub-subcontractor. **Commentary for 5.1.2** The term indirect contract refers to a contractual relationship involving lower tiers of contractors in the chain leading up to the subcontractor.

Answer 66

**5.3** By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor’s Work that the Contractor, by these Contract Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. **Commentary** Contractors typically incorporate by reference the terms of the A102 and A201 (among other prime contract documents) into each subcontract. Indeed, the owner expects the contractor to do so under Section 5.3 of the A201. However, that section is now revised to require the contractor to ensure by written agreement that its subcontractors assume the same obligations to the contractor that the contractor assumes to the owner. Requiring the assumption of the prime contract by written agreement is critical to account for owners customarily requesting to review and approve of all subcontracts prior to commencement of the applicable work. Thus, if a subcontractor is inadvertently granted greater rights because its subcontract contains provisions that are inconsistent with the A102 and A201, then the contractor will be in breach. Owners will undoubtedly hold contractors accountable for any inconsistent subcontract provisions. **2017 vs. 2007**: Subcontracts must be in writing. Before, agreements between the Contractor and its Subcontractors had to be in writing only “where legally required for validity.” Now, Section 5.3 requires all agreements must be in writing. As a practice point, it is important that all subcontracts be in writing so that the contract price and scope of work is clearly defined. Failing to clearly define the price and scope could open the door to unexpected, excessive and illegitimate lien claims (e.g., a subcontractor could claim a lien for work that the contractor did not direct it to perform or at a price greater than what would have been provided in the written agreement). Schwabe, Williamson & Wyatt, “The 2017 AIA Changes that Matter to Owners” [https://www.schwabe.com/newsroom-publications-14811](https://www.schwabe.com/newsroom-publications-14811)

Answer 67

**6.1.1** The term "Separate Contractor(s)" shall mean other contractors retained by the Owner under separate agreements. The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract, including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. **Commentary** The term “Separate Contractor” has been defined in this section to mean other contractors retained by the Owner under separate agreements and is used as a defined term throughout the document.

Answer 68

**6.2.2** If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a Separate Contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly notify the Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Contractor's Work. Failure of the Contractor to notify the Architect of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner's or Separate Contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work. The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not apparent.

Answer 69

**6.3** If a dispute arises among the Contractor, Separate Contractors, and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible.

Answer 70

**7.1 General** See separate card **7.2 Change Orders** See separate card **7.3 Change Directives** See separate card **7.4 Minor Changes in the Work** See separate card

Modigliani's Smoke Ricotta Flashcards

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