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Supplement to AIA A201 – 2017 – XXXXXXXXXXXXXXXXXXX – XXXX, 2021Supplement to the General Conditions of the Contract, AIA A201-2017For Use with the Agreement Between University of Delaware andxxxxxxxxxxxxxx Company concerningthe xxxxxxxxxxxxxxxxxxx ProjectFor good and valuable consideration, and with intent to be legally bound hereby, the partiesagree to modify the General Conditions of the Contract for Construction, AIA A201-2017, asfollows:Article 11.Article 1.1.2:a. Delete the final sentence;b. Add the following two, new sub-paragraphs:“1.1.2.1 The Contract Documents shall be interpreted and construed tosupplement one another so that Work required by one Contract Documentshall be just as binding upon the Contractor as if required by all. In theevent of inconsistencies within or between parts of the ContractDocuments, or between the Contract Documents and applicable standards,codes and ordinances, the Contractor shall notify the Owner and Architectof the inconsistency before proceeding and shall then: (1) provide thebetter quality or greater quantity of Work; or (2) comply with the morestringent requirement. This section shall not relieve the Contractor of anyof its obligations under Sections 3.2 and 3.7.1.1.2.2 If the Contractor’s proposal has been attached as an Exhibit to theContract, that Exhibit is intended only to clarify the scope of Work to beprovided by the Contractor, and nothing in such Exhibit shall alter or varyany term or provision of other portions of the Contract Documents, nor issuch Exhibit intended to give the Contractor any rights that are notspecifically set forth elsewhere in the Contract Documents.”2.Article 1.1.3 At the end of the first sentence, add the following: “ and all of theContractor’s other duties, obligations and responsibilities under the Contract Documents.”3.Article 1.1.8: Delete in its entirety.1
Supplement to AIA A201 – 2017 – XXXXXXXXXXXXXXXXXXX – XXXX, 20214.Article 1.2.1: Delete and replace with the following: “The intent of the ContractDocument is to describe a functionally complete facility, structure or system, and it is intendedthat the Contractor shall furnish all labor, materials, tools and equipment and other itemsnecessary for the proper execution and completion of the Work in accordance therewith,including all work incidental to or reasonably inferable from the Contract Documents as beingnecessary to produce the indicated results and to complete the Project in a manner satisfactory toOwner, ready for use, occupancy or operation by the Owner.”5.Article 1.2.1.1:a. Delete the second sentence.b. In the third sentence, insert “remaining” before “Contract Documents.”6.Article 1.2.4: Add the following new section:1.2.4 As used herein:The word “APPROVED” or similar words like “approval”, meansapproval by the Architect and/or Owner, unless a specific person or entityis otherwise identified.The word "CONCEALED" shall be understood as referring to Workcontained within building floors, walls or partitions; Work installed in thespace between any type of suspended ceiling and the structural floor orroof above; Work installed within a structural shaft, chase or column; andother Work installed so as to be hidden from view.The term "CONTRACTOR" or "GENERAL CONTRACTOR" shall meanthe person, or entity designated as such in the agreement and includes theContractor's authorized representative. In addition: (a) when the Ownerhas entered into more than one contract for construction work on theProject, such as separate contracts for general construction, HVAC,plumbing and electrical work, each separate contractor shall be deemed tobe “the Contractor” with respect to the Work under its contract; and (b)when the Owner has entered into a contract with a CONSTRUCTIONMANAGER as constructor, the terms "CONTRACTOR" or "GENERALCONTRACTOR" shall also mean and refer to the CONSTRUCTIONMANAGER as constructor.The word "EXPOSED" shall be understood as referring to Work installedexternal to building floors, walls or partitions; Work installed in a room or2
Supplement to AIA A201 – 2017 – XXXXXXXXXXXXXXXXXXX – XXXX, 2021space where any type of suspended ceiling is not specified; Work installedin penthouses, mechanical rooms and electrical rooms of all types; and allother Work installed so as to be exposed to view.The word "FURNISH" shall be interpreted to mean furnish only andmeans “supply and deliver to the Project site, ready for unloading,unpacking, assembly, installation and similar operations.”The word "INSTALL" shall be interpreted to mean install only and means"unloading, unpacking, assembly, erection, placing, anchoring, applying,working to dimension, finishing, curing, performing, coordinating withother trades, protecting, cleaning, and similar activities.”The term “INSTRUMENTS OF SERVICE” means the ContractDrawings, Specifications and other documents, including those in digitalform (whether produced by word processing, computer aided design orother software systems), prepared by the Architect and the Architect’sconsultants under agreement with the Owner and are the property of theOwner.The terms “KNOWLEDGE, RECOGNIZE OR DISCOVER,” or theirrespective derivatives and similar terms in the Contract Documents, asused in reference to the Contractor, shall be interpreted to mean that whichthe Contractor knows or should know, recognizes or should recognize anddiscovers or should discover in exercising the care, skill and diligence of acontractor familiar with this Project and possessing a high level ofexperience and expertise in the business administration, construction,management and superintendence of projects of the size, complexity andnature of this particular Project and as otherwise required by the ContractDocuments.The term "OWNER" or "PROJECT OWNER" shall mean University ofDelaware.The term “PROJECT” means the total construction authorized by theOwner at the site or sites of the Work. The Project may include work ofthe Owner or of separate contractors.The word "PROVIDE" shall be interpreted to mean furnish and install.The term "REASONABLY INFERABLE" and similar terms in theContract Documents shall be interpreted to mean reasonably inferable by acontractor exercising the care, skill and diligence of a contractor familiar3
Supplement to AIA A201 – 2017 – XXXXXXXXXXXXXXXXXXX – XXXX, 2021with this Project and possessing a high level of experience and expertise tandsuperintendence of projects of the size, complexity and nature of thisparticular Project.The term “SUBSTANTIAL COMPLETION” means the point in timewhen the following three conditions precedent have occurred: (1) theWork has been sufficiently completed in accordance with the ContractDocuments so that the Owner obtains beneficial use and occupancy of theWork; (2) all certificates of occupancy and any other permits, approvals,licenses and other documents from any governmental authority havingjurisdiction thereof necessary for the beneficial occupancy of the Projecthave been received by the Owner; and (3) the Architect has issued acertificate of Substantial Completion. The date of Substantial Completionis the date certified by the Architect in accordance with the GeneralConditions. The Owner will assume all maintenance responsibilities andutility costs of the building at the time it occupies the facility uponSUBSTANTIAL COMPLETION regardless of the status of finalcommissioning. Unless otherwise agreed in writing by the Contractor andOwner, the Contract Sum will include all costs for the subcontractors andequipment suppliers to provide the warranties required by the ContractDocuments commencing on the date scheduled for SUBSTANTIALCOMPLETION of the Work (as used herein, the “scheduled date”). In theevent SUBSTANTIAL COMPLETION occurs before the scheduled date,the scheduled date will remain the date for commencement of applicablewarranties, without any additional cost or charge to the Owner. In theevent that SUBSTANTIAL COMPLETION is delayed beyond thescheduled date at no fault of the Contractor, the date for commencementof warranties will be extended by change order approved by the Ownerand the Contract Sum will be equitably adjusted for any reasonable costsassociated with such extension. In the event SUBSTANTIALCOMPLETION is delayed beyond the scheduled date due the Contractor’sfault, the date for commencement of warranties will be extended bychange order approved by the Owner and any costs associated with suchextension shall be paid by the Contractor.The term "USER" shall mean University of Delaware.Whenever “WRITTEN NOTICE” is required under the ContractDocuments, it may be given by written or typed communication betweenthe Owner and Contractor including: letters, faxes, or electronic mail (email). When utilizing e-mail, the sender shall request a read receipt, and4
Supplement to AIA A201 – 2017 – XXXXXXXXXXXXXXXXXXX – XXXX, 2021it is the sender’s responsibility to verify that the e-mail has been receivedand read or responded to by the recipient.”7.Article 1.5.1: delete and replace with the following: “The Instruments of Service are theproperty of the Owner. The Contractor may retain one non-electronic record set of theInstruments of Service following final completion of the Work. Neither the Contractor nor anySubcontractor, Sub-subcontractor or material or equipment supplier shall own or claim acopyright in the Instruments of Service. All copies of the Instruments of Service, except theContractor’s record set, shall be returned to the Owner, or suitably accounted for, on requestupon completion of the Work, including all computer aided design drawings. The Instruments ofService, and copies thereof furnished to the Contractor including those in CAD, are for usesolely with respect to this Project. They are not to be used by the Contractor or anySubcontractor, Sub-subcontractor or material or equipment supplier on other projects or foradditions to this Project outside the scope of the Work without the specific written consent of theOwner.”8.Article 1.5.3: add the following new sub-paragraph:“1.5.3 The Contractor acknowledges and agrees that the Project is the property ofthe Owner and the Contractor may not use: (i) the Specifications, ContractDrawings or any other Project related information for any purpose not relating tothe Project; and (ii) the Owner’s name or logo, without the Owner’s prior writtenconsent.”9.Article 1.7: delete in its entirety10.Article 1.8: At the end of the paragraph add the following sentence “Notwithstandinganything to the contrary expressed elsewhere in the Contract Documents under nocircumstances is Contractor, Owner or Architect or any of their employees or consultantspermitted to deny access to any building information model used for the Project withoutthe written authorization of all of Contractor, Owner and Architect.Article 211.Article 2.1.2: delete in its entirety.12.Articles 2.2.1 to 2.2.4: delete in their entirety.5
Supplement to AIA A201 – 2017 – XXXXXXXXXXXXXXXXXXX – XXXX, 202113.Article 2.3.3: Revise as follows: “If the employment of the Architect terminates, theOwner shall engage a successor whose status under the Contract Documents shall be that of theArchitect.”14.Article 2.3.4: delete and replace with the following: “Unless otherwise provided, theOwner shall provide, to the extent reasonably necessary, a survey of the legal limits and a legaldescription of the Project site. Survey drawings describing the site, its physical characteristics,buildings, legal limits and utility locations are included with the Contract Documents forinformation purposes only. The Contractor shall be responsible for verifying all informationincluded on the survey drawings. Should any discrepancy be discovered, the Contractor shallnotify the Architect and Owner promptly. The Contractor shall not proceed with the work untilinstructions have been received from the Architect. The Contractor shall exercise properprecautions relating to the safe and legal performance of the Work.”15.Article 2.5: delete and replace the second sentence as follows: “The Architect may,pursuant to Section 9.5.1, withhold or nullify a Certificate for Payment in whole or in part to theextent reasonably necessary to reimburse the Owner for the reasonable cost of correcting suchdeficiencies, including the Owner’s expenses, attorneys’ fees and compensation for theArchitect’s additional services made necessary by such default, neglect or failure.”Article 316.Article 3.1.1: after the word “licensed” insert the following phrase: “ by all state,county and local municipal authorities ”17.Article 3.1.2: delete and replace with the following: “The Contractor shall perform theWork in accordance with the Contract Documents and submittals reviewed and approvedpursuant to Paragraph 3.12. The Contractor shall make no changes therefrom without writtenapproval of the Architect and/or Owner. Where detailed information is lacking, the Contractorshall refer to the Architect and/or Owner for information before proceeding with the Work.”18.Article 3.2.1: delete and replace with the following:“3.2.1 Execution of the Contract by the Contractor is a representation that:1. The Contractor has read, understands and accepts the Contract Documentsand its bid or proposal was made in accordance with them;2. The Contractor has visited the site, has become familiar with the localconditions under which the Work is to be performed and has coordinated itsobservations with the requirements of the Contract Documents;6
Supplement to AIA A201 – 2017 – XXXXXXXXXXXXXXXXXXX – XXXX, 20213. The Contract Sum is based upon the products, materials, systems andequipment required by the Contract Documents without exception. Where theContract Documents list one or more manufacturers or brand name products,materials, systems and equipment as acceptable, the Contract Sum is, in eachinstance, based upon one of the listed manufacturers or brand name products,materials, systems and equipment, or, if the Contract Sum is based upon thesubstitution of an "or equal" manufacturer or product, material, system or equipment,the Contractor has in each instance either: (a) sought and received the Owner's writtenapproval for the substitution; or (b) complied with all requirements for substitutionsunder the further provisions of these General Conditions.4. The Contractor is, and will remain for the duration of the Project,properly licensed in the jurisdiction in which the Work is located, duly qualified toperform the Work in accordance with applicable law and experienced in performingthe Work as described in the Contract Documents;5. The Contract Sum is firm and all inclusive, and no escalation iscontemplated for any reason whatsoever except to the extent that such escalation istimely and properly requested, and allowed, under the other provisions of theContract Documents; and6. The Contractor has reviewed the completion and milestone dates andtimes set forth in the Contract Documents, agrees that such dates and times,including, without limitation, all interim milestone, substantial completion and finalcompletion dates set forth in the Contract Documents, are reasonable and commits toachieve them. Except to the extent that an increase to the Contract Sum is timely andproperly requested, and allowed, under the other provisions of the ContractDocuments, the Contractor certifies that the Contract Sum includes any and all costsassociated with completion by those dates and times.19.Article 3.2.3: delete and replace with the following: “The Contractor shall not be liableto the Architect and the Owner for damage resulting from errors, inconsistencies or omissions inthe Contract Documents or by reason of the fact that the Contract Documents are not incompliance with applicable laws, statutes, ordinances, codes, rules, regulations or lawful ordersof public authorities, unless the Contractor recognized, or, in the exercise of reasonable careunder prevailing industry standards for a competent contractor, should have recognized sucherror, inconsistency, omission or non-compliance and failed to report it to the Architect and theOwner in writing before proceeding with the Work.”20.Article 3.2.4:7
Supplement to AIA A201 – 2017 – XXXXXXXXXXXXXXXXXXX – XXXX, 2021a. Delete the first sentence and replace with the following: “If the Contractor claimsthat certain work constitutes an addition, deletion or change to the Work, theContractor shall so notify the Owner and the Architect in writing beforeproceeding with such work, or else any claim by the Contractor for an adjustmentto the Contract Sum or the Contract Time on account thereof shall be deemedwaived. If the Contractor gives timely notice and the Owner directs theContractor to proceed with such disputed work as part of its Work or as a minorchange in the Work, the Contractor shall promptly proceed with such disputedwork, subject to later resolution in accordance with Article 15.5 hereof. In thatevent, the Contractor shall present, at the end of each day the Contractorperformed the disputed work, a summary of the day’s costs attributable to thedisputed work, including labor hours and material costs, for verification by theOwner and the Architect. Only the costs as verified by the Owner or the Architectshall be used in computing any increase in costs for the purposes of theadjustment to the Contract Sum, should it later be determined that the Contractoris entitled to such adjustment. Upon request, the Contractor shall provide to theOwner and the Architect full supporting documentation for all costs claimed. Ifand to the extent that the Contractor fails to submit such summary each day, itsclaim for an adjustment to the Contract Sum shall be deemed waived.”b. Delete the final sentence.21.Article 3.3.1: Delete and replace with the following: “The Contractor shall administer,construct, superintend and manage the Work with the care, skill and diligence of a contractorpossessing a high level of experience and expertise in the business administration, construction,management and superintendence of projects of the size, complexity and nature of this particularProject and in accordance with the highest construction standards and practices for completing afirst class facility. The Contractor shall have sole responsibility for and control over itsconstruction means, methods, techniques, sequences and procedures and for coordinating allportions of the Work, including coordination of its Work with the Work of separate contractorsemployed by the Owner.”22.Article 3.4.1: Delete and replace with the following: “Unless otherwise specified in theContract Documents, Contractor shall provide, at its expense, and assume full responsibility forall services, materials, equipment, labor, transportation, construction equipment and machinery,tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporaryfacilities, and all other facilities and incidentals necessary for the performance, testing, startupand completion of the Work. The Contractor shall provide all incidental items required as a partof the Work, even though not particularly specified or indicated in the Contract Documents.”8
Supplement to AIA A201 – 2017 – XXXXXXXXXXXXXXXXXXX – XXXX, 202123.Article 3.5.1: Delete and replace with the following article containing new subparagraphs:“3.5.1 The Contractor warrants to the Owner and Architect that materials andequipment furnished under the Contract will be of good quality and new unlessthe Contract Documents require or permit otherwise. The Contractor furtherwarrants that the Work will conform to the requirements of the ContractDocuments and will be free from defects. Work, materials, or equipment notconforming to these requirements, including unapproved substitutions, may beconsidered defective. The Contractor’s warranty does not cover damage or defectcaused by abuse that is not the Contractor’s responsibility, alterations to the Worknot executed by the Contractor, improper or insufficient maintenance, improperoperation, or normal wear and tear and normal usage. If required by the Owner orArchitect, the Contractor shall furnish satisfactory evidence as to the kind andquality of materials and equipment. In addition:3.5.1.1 Whether or not indicated, the workmanship shall be of thehighest quality: all lines shall be plumb, straight, true and level; allfinishes shall be of consistent pattern, texture and color; all finish workshall be clean and dust free; all fastening and connections shall be done insuch a manner as to facilitate the proper maintenance of the finished work;all surfaces shall be free of waves, buckles and sags; and all materials shallbe of one type, class and quality.3.5.1.2 All warranties required under the Contract Documents shallwarrant that the subject system’s installation, when operated in accordancewith the instructions of manufacturer(s) or Contractor(s), will developcapacities and characteristics indicated or specified by the ContractDocuments and will fulfill all other requirements thereof. Should anysuch installation fail, in any material way, to do so, the Contractor(s) shallwithout delay and without additional cost to the Owner, provide whateveradditional equipment and material, and all labor necessary, to correct thefault and to comply with the requirements of the Contract Documents.3.5.1.3 The Contractor shall bear all costs of correcting any and all Worknot complying with all warranties referred to in this Section 3.5.1, and theContractor and shall indemnify the Owner for all costs, expenses, lossesand/or damages incurred by the Owner, including attorneys' fees,additional testing and inspections and compensation for the services and9
Supplement to AIA A201 – 2017 – XXXXXXXXXXXXXXXXXXX – XXXX, 2021expenses of the Architect made necessary thereby. This warranty is inaddition to any other warranty or remedy provided elsewhere in theContract Documents and shall survive the expiration of any such otherwarranty, acceptance of and final payment for the Work, and thetermination of the Contractor’s employment under the Contract.3.5.1.4 The Contractor hereby assigns to the Owner, effective uponSubstantial Completion of the Work, any and all manufacturer’swarranties relating to materials and labor used in the Work and furtheragrees to perform the Work in such manner so as to preserve any and allsuch manufacturer’s warranties. If the Owner seeks to enforce a claimbased on a manufacturer’s warranty and such manufacturer fails to honorits warranty based, in whole or in part, on a claim of defective installation,the Owner shall be entitled to enforce any claim for defective installationand any applicable warranty obligation against the Contractor.3.5.1.5 The date of service commencement for all warranties under thisSection 3.5 shall be deemed to be the date of Substantial Completion.3.5.1.6 In addition to the Contractor’s warranty and duty to repair, theContractor expressly assumes all warranty obligations required under theContract Documents for specific building components, systems andequipment. The Contractor may satisfy any such obligation by obtainingand assigning to the Owner a warranty from a manufacturer acceptable tothe Owner that meets the requirements of the Contract Documents. Wherean assigned warranty is tendered to and accepted by the Owner which doesnot fully comply with the requirements of the Contract Documents, theContractor shall remain liable to the Owner for all elements of the requiredwarranty that are not provided by the assigned warranty.3.5.1.7 None of the following shall constitute acceptance of Work notcomplying with the requirements of the Contract Documents, whethersuch non-compliance is known or unknown, latent or patent, foreseeableor unforeseeable, nor shall any of the following release the Contractorfrom any of its obligations under the Contract Documents: a).observations by the Owner; b). the issuance of a Certificate of Substantialor Final Completion or any progress or final payment by Owner; c). useor occupancy of the Work or any part thereof by Owner; d). anyacceptance by Owner; e). any review or approval of a Shop Drawing orsample submittal; or f). any inspection, test or approval by others.”10
Supplement to AIA A201 – 2017 – XXXXXXXXXXXXXXXXXXX – XXXX, 202124.Article 3.7.4: Delete the second, third and fourth sentences and replace with thefollowing: “The Architect will promptly investigate such conditions and will consult with, andadvise, the Owner as to whether or not, or to what extent, such conditions justify an equitableadjustment in the Contract Sum or Contract Time, or both. If, on the basis of such consultationand advice, the Owner determines that they differ materially and cause an increase or decrease inthe Contractor’s cost of, or time required for, performance of any part of the Work, the Ownerwill propose to the Contractor a Change Order for an equitable adjustment in the Contract Sumor Contract Time, or both. If, on the basis of such consultation and advice, the Ownerdetermines that the conditions at the site are not materially different from those indicated in theContract Documents and that no change in the terms of the Contract is justified, the Owner shallpromptly notify the Contractor in writing. If the Contractor disputes the Owner’s determinationsunder this Section 3.7.4, the Contractor may proceed as provided in Article 15.5 hereof.”25.Article 3.9.3: After the word “employ” in the first line, insert the following: “ , orcontinue the employment of, ”26.Article 3.10.4 – 3.10.7: Add the following five new sub-paragraphs:“3.10.4 The schedule shall be in a detailed precedence-style critical pathmanagement (“CPM”) or Primavera-type format satisfactory to the Owner and theArchitect that shall also: (i) provide a graphic representation of all activities andevents that will occur during performance of the work; (ii) identify each phase ofconstruction and occupancy; (iii) allow time for normal adverse weatherconditions that can reasonably be expected to occur during the course ofconstruction; and (iv) set forth dates that are critical in ensuring the timely andorderly completion of the Work in accordance with the requirements of theContract Documents, including dates for interim milestone completions,Substantial Completion and Final Completion (hereinafter collectively referred toas “Milestone Dates”). Upon review and acceptance by the Owner, the scheduleshall be deemed part of the Contract Documents. If not accepted, the scheduleshall be promptly revised by the Contractor and resubmitted for acceptance.3.10.5 The Contractor shall maintain and, upon request provide to the Owner, acopy of the baseline schedule and all monthly updates to the baseline schedule inthe native electronic format of the program or software in which they wereprepared.3.10.6 The Contractor shall monitor the progress of the Work for conformancewith the requirements of the schedule and shall promptly advise the Owner of anydelays or potential delays. The Contractor shall submit monthly a writtenprogress report which shall update the schedule to reflect actual conditions as setforth in Section 3.10.1. In the event any progress report indicates any delays, theContractor shall propose an affirmative plan to correct the delay, includingovertime and/or additional labor, if necessary. In no event shall any progress11
Supplement to AIA A201 – 2017 – XXXXXXXXXXXXXXXXXXX – XXXX, 2021report constitute an adjustment in the Contract Time, any Milestone Date, or theContract Sum unless any such adjustment is agreed to by the Owner andauthorized pursuant to Change Order. Submittal of a schedule revision orschedule update constitutes the Contractor’s representation to the Owner andArchitect that the Contractor will follow the schedule as submitted in performingall Work as yet not completed, and that all the progress to date shown on theschedule is accurately depicted. The Owner may withhold progress payments ifat any time it has not received an acceptable updated schedule.”3.10.7 If the Owner determines that the performance of the Work has notprogressed or reached the level of completion required by the ContractDocuments, the Owner shall provide written notice to Contractor regarding thedelay. If Contractor fails to take corrective actions to expedite the progress ofconstruction within seven (7) days from such written notice, the Owner shall havethe right to direct the Contractor to immediately take corrective measuresnecessary to expedite the progress of construction, including, without limitation,(i) working additional shifts or overtime, (ii) supplying additional manpower,equipment, and facilities, and (iii) other similar measures (hereinafter referred tocollectively as “Expediting Measures”). Such Expediting Measures shall continueuntil the progress of the Work complies with the stage of completion required bythe Contract Documents. The Owner’s right to require Expediting Measures issolely for the purpose of ensuring the Contractor’s compliance with the latestschedule. The Contractor shall not be entitled to an adjustment in the ContractSum in connection with Expediting Measures required by the Owner under orpursuant to this Section 3.10.6. The Owner may exercise the rights furnished theOwner under or pursuant to this Section 3.10.6 as frequently as the Owner deemsnecessary to ensure that the Contractor’s performance of the Work will complywith any Milestone Date or completion date set forth in the Contract Documents.3.10.8 The Owner shall have the right to direct a postponement or reschedulingof any date or time for the performance of any part of the Work that may interferewith the operation of the Owner’s premises or any tenants or invitees thereof.The Contractor shall, upon the Owner’s request, reschedule any portion of theWork affecting operation of
agree to modify the General Conditions of the Contract for Construction, AIA A201-2017, as follows: Article 1 1. Article 1.1.2: a. Delete the final sentence; b. Add the following two, new sub-paragraphs: “1.1.2.1 The Contract Documents shall be interpreted and construed to supplement one another so tha
