Purpose

AIA Document A251–2007, a general conditions form, provides general conditions for the contract between the Owner
and a Vendor for providing and installing furniture, furnishings and equipment (FF&E). A251–2007 is specifically
intended for use with AIA Document A151™–2007, Standard Form of Agreement Between Owner and Vendor for
Furniture, Furnishings and Equipment.

Related Documents
A251–2007 has been prepared for use with the following other documents in the AIA 2007 Interiors Family of
Documents:

AIA Document A151–2007, Standard Form of Agreement Between Owner and Vendor for Furniture, Furnishings and
Equipment

AIA Document A751™–2007, Invitation and Instructions for Quotation for Furniture, Furnishings and Equipment

AIA Document B152™–2007, Standard Form of Agreement Between Owner and Architect for Architectural Interior
Design Services

AIA Document B153™–2007, Standard Form of Agreement Between Owner and Architect for Furniture, Furnishings
and Equipment Design Services

Uniform Commercial Code

The AIA 2007 Interiors Family of Documents coordinates with provisions of the Uniform Commercial Code (UCC). The
UCC is the legal framework for commercial transactions, including those involving the sale of goods, and it supplies, by
statute, certain terms that may be omitted from a contract. Generally, the UCC may be obtained from public libraries, law
bookstores, any state’s department of commerce, or online at the Web site of each respective state’s Secretary of State or
State Corporation Commission.

Because the purchase of FF&E is governed by the UCC, A251–2007 has been developed to coordinate with its
provisions. A251–2007 recognizes terms used in the UCC such as “acceptance” and “rejection,” which have become
commercial standards, and supplements the UCC by adopting industry-familiar practices.

Use of Current Documents

Prior to using any AIA Contract Document, users should consult www.aia.org or a local AIA component to verify the
most recent edition.

Dispute Resolution—Mediation and Arbitration

This document contains provisions for mediation and arbitration of claims and disputes. Mediation is a non-binding
process, but is mandatory under the terms of this agreement. Arbitration is mandatory under the terms of this agreement.
Arbitration is binding in most states and under the Federal Arbitration Act. In a minority of states, arbitration provisions
relating to future disputes are not enforceable but the parties may agree to arbitrate after the dispute arises. Even in those
states, under certain circumstances (for example, in a transaction involving interstate commerce), arbitration provisions
may be enforceable under the Federal Arbitration Act.

The AIA does not administer dispute resolution processes. To submit disputes to mediation or arbitration or to obtain
copies of the applicable mediation or arbitration rules, call the American Arbitration Association at (800) 778–7879, or
visit their Web site at www.adr.org.

Why Use AIA Contract Documents

AIA Contract Documents are the products of a consensus-building process aimed at balancing the interests of all parties
involved in design and construction projects. The documents reflect actual industry practice, not theory. They are state-of-
AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 1
AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of
Architects’ legal counsel, copyright@aia.org.
 the-art legal documents regularly revised to keep up with changes in law and the industry—yet they are written, as far as
possible, in everyday language. The standard AIA documents have been developed through more than 100 years and have
been tested repeatedly in the courts.

Letter Forms of Agreement

Generally, the AIA discourages Letter Forms of Agreement and oral agreements or understandings as the basis for the
performance of a part or the whole of the Work.

Standard Forms
Most AIA documents published since 1906 have contained in their titles the words “Standard Form.” The term “standard”
is not meant to imply that a uniform set of contractual requirements is mandatory for AIA members or others in the
construction industry. Rather, the AIA standard documents are intended to be used as fair and balanced baselines from
which the parties can negotiate their bargains. As such, the documents have won general acceptance within the
construction industry and have been uniformly interpreted by the courts. Within an industry spanning 50 states—each free
to adopt different, and perhaps contradictory, laws affecting that industry—AIA documents form the basis for a generally
consistent body of construction law.

Use of Non-AIA Contract Documents

If a combination of AIA Contract Documents and non-AIA documents is to be used, particular care must be taken to
achieve consistency of language and intent among documents.

Reproductions
This document is a copyrighted work and may not be reproduced or excerpted without the express written permission of
the AIA. There is no implied permission to reproduce this document, nor does membership in the American Institute of
Architects confer any further rights to reproduce this document.

This document is intended for use as a consumable—that is, the original document purchased is to be consumed in the
course of its use. This document may not be reproduced for project manuals. If a user wishes to include a sample or
samples of this document in a project manual, the normal practice is to purchase a quantity of the preprinted forms,
binding one in each of the manuals.

Unlike many other AIA Contract Documents, AIA Document A251–2007 does not include the AIA’s express written
permission to reproduce copies of the document. The AIA will not permit reproduction of this document or its language,
except upon written request and receipt of written permission from the AIA.

Rights to reproduce the document may vary for users of AIA software. Licensed AIA software users should consult the
End User License Agreement (EULA).

To report copyright violations of AIA Contract Documents, e-mail the American Institute of Architects’ legal counsel,
copyright@aia.org.

! " #
AIA Document A251–2007 revises the prior edition, A275–2003, to reflect changes made in AIA Document A201–
2007, General Conditions of the Contract for Construction, the general conditions document upon which A251–2007 is
based. Some of the content revisions include the following: in Article 1, adding a definition for, and clarifying the
Vendor’s rights to use, the Architect’s Instruments of Service; in Article 3, the addition of the requirement for the Vendor
to provide a submittal schedule; editing the claims and disputes process to allow for more liberal consolidation of
arbitrations and joinder of parties; and relocating all provisions relating to claims and disputes to a new Article 15.

#
Modifications
Particularly with respect to professional or contractor licensing laws, building codes, taxes, monetary and interest charges,
arbitration, indemnification, format and font size, AIA Contract Documents may require modification to comply with
state or local laws. Users are encouraged to consult an attorney before completing or modifying a document.

In a purchased paper AIA Contract Document, necessary modifications may be accomplished by writing or typing the
appropriate terms in the blank spaces provided on the document, or by attaching Supplementary Conditions, special
conditions or referenced amendments.
AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.
2 WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
Modifications directly to purchased paper AIA Contract Documents may also be achieved by striking out language.
However, care must be taken in making these kinds of deletions. Under NO circumstances should standard language be
struck out to render it illegible. For example, users should not apply blocking tape, correction fluid or Xs that would
completely obscure text. Such practices may raise suspicion of fraudulent concealment, or suggest that the completed and
signed document has been tampered with. Both parties should initial handwritten changes.

Using AIA software, modifications to insert information and revise the standard AIA text may be made as the software
permits.

By reviewing properly made modifications to a standard AIA Contract Document, parties familiar with that document can
quickly understand the essence of the proposed relationship. Commercial exchanges are greatly simplified and expedited,
good faith dealing is encouraged and otherwise latent clauses are exposed for scrutiny.

AIA Contract Documents may not be retyped or electronically scanned. Retyping can introduce typographic errors and
cloud legal interpretation given to a standard clause. Furthermore, retyping and electronic scanning are not permitted
under the user’s limited license for use of the document, constitute the creation of a derivative work and violate the AIA’s
copyright.

AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 3
AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible
under the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel, copyright@aia.org.
 (Name, location, and brief description)

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(Name, address and other information) This document has important legal
consequences. Consultation with
an attorney is encouraged with
respect to its completion or
modification.

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AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
1
the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of
/
Architects’ legal counsel, copyright@aia.org.
 $ & ) # & *$($ #(
3 4 % ($ '$#$ $ #(
3 4 4 The Contract Documents. The Contract Documents are enumerated in the Agreement between the Owner and
Vendor (hereinafter the Agreement), and consist of the Agreement, Conditions of the Contract (General, Supplementary
and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents
listed in the Agreement, and Modifications issued after execution of the Contract. Unless specifically enumerated in the
Agreement, the Contract Documents do not include other documents such as the request for quotation or the Vendor’s
quotation.

3 4 4 Modification. A Modification is (1) a written amendment to the Contract signed by both parties or (2) a written
order for a minor change in the Work issued by the Architect.

3 4 4+ The Contract. The Contract Documents form the Contract for Furniture, Furnishings and Equipment. The
Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,
representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification.
The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect
and the Vendor; (2) between the Owner and a sub-vendor; (3) between the Owner and the Architect or the Architect's
consultants; or (4) between any persons or entities other than the Owner and the Vendor. The Architect shall, however, be
entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the
Architect’s duties.

3 4 4, The Work. The term “Work” means the fabrication, shipping, warehousing, delivery, installation and all other
labor, materials and activities required of the Vendor. The Work may constitute the whole or a part of the Project with
regard to the furniture, furnishings and equipment required by the Contract Documents.

3 4 4 The Project. The project is the total construction and installation of which the Work performed under the Contract
may be the whole or a part. Other vendors and contractors under separate agreements with the Owner may concurrently
perform construction or other activities for the Project.

3 4 4/ The Drawings. The Drawings are the graphic and pictorial portions of the Contract Documents showing the
design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and
diagrams.

3 4 4 The Specifications. The Specifications are that portion of the Contract Documents consisting of the written
requirements for furniture, furnishings, equipment, systems, quality and workmanship standards for the Work.

3 4 40 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or
later developed, of the tangible and intangible creative work performed by the Architect and the Architect’s consultants
under their respective professional services agreements. Instruments of Service may include, without limitation, studies,
surveys, models, sketches, drawings, specifications, and other similar materials.

3 4 & $ # # $# # ' ! # 2 # (
3 4 4 The intent of the Contract Documents is to include all items necessary for the proper execution
and completion of the Work by the Vendor. The Contract Documents are complementary, and what is required by one
shall be as binding as if required by all; performance by the Vendor shall be required only to the extent consistent with the
Contract Documents and reasonably inferable from them as being necessary to produce the indicated results.

3 4 4 Unless otherwise stated in the Contract Documents, words that have well-known technical or furniture, furnishings
and equipment industry meanings are used in the Contract Documents in accordance with such recognized meanings.

3 4 4+ Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles of
numbered articles and identified references to Sections in the document or (3) the titles of other documents published by
the American Institute of Architects.

3 4+ "# (!$ # 2( ' "$#)(5 ( $'$ $ #( # ! $#( 2 # ( ' ( *$

3 4+4 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective
Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other
reserved rights, including copyrights. The Vendor, sub-vendors and suppliers shall not own or claim a copyright in the
AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
2
the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of
/
Architects’ legal counsel, copyright@aia.org.
 Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in
connection with this Project is not to be construed as publication in derogation of the Architect’s or Architect’s
consultants’ reserved rights.

3 4+4 The Vendor, sub-vendors and suppliers are authorized to use and reproduce the Instruments of Service provided to
them solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright
notice, if any, shown on the Instruments of Service. The Vendor, sub-vendors and suppliers may not use the Instruments
of Service on other projects or for additions to this Project outside the scope of the Work without the specific written
consent of the Owner, Architect and the Architect’s consultants.

3 4, #( $(($ # ' $# $)$ & '

If the parties intend to transmit Instruments of Service or any other information or documentation in digital form, they
shall endeavor to establish necessary protocols governing such transmissions, unless otherwise already provided in the
Agreement or the Contract Documents.

$ & "#
3 4 ) # &
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 9.2.1, the Architect does not have such authority. The term “Owner” means the Owner or
the Owner’s authorized representative.

3 4 $#' $ # # ( *$ ( 62$ ' ! "#

3 4 4 Unless otherwise provided in the Contract Documents, the Owner shall provide
4 areas of the Project premises that the Vendor may utilize in the performance of the Work;
4 access to the premises for the Vendor at reasonable times;
4+ suitable space for receipt, inspection, acceptance and staging of materials, furniture, furnishings and
equipment;
4, temporary utilities and facilities on the premises and vertical transportation necessary for progress and
execution of the Work; and
4 security normal for the Project premises.

3 4 4 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable
promptness. The Owner shall furnish any other information or services under the Owner’s control and relevant to the
Vendor’s performance of the Work with reasonable promptness after receiving the Vendor's written request for such
information or services.

$ & + * #
3 +4 ) # &
3 +4 4 The Vendor is the person or entity identified as such in the Agreement and is referred to throughout the Contract
Documents as if singular in number. The term “Vendor” means the Vendor or the Vendor’s authorized representative.

3 +4 4 The Vendor shall perform the Work in accordance with the Contract Documents.

3 +4 4+ The Vendor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents
either by activities or duties of the Architect in the Architect’s administration of the Contract or by tests, inspections or
approvals required or performed by persons or entities other than the Vendor.

3 +4 *$ " ' # 2 # ( # $#( $ # ' $( ( %. * #

3 +4 4 Execution of the Contract by the Vendor is a representation that the Vendor has visited the Project premises or, if
the Project premises have not yet been constructed, has reviewed the documents pertaining thereto; has become familiar
with local conditions under which the Work is to be performed and information relative to access to and use of the Project
premises, as provided by the Owner under Section 2.2; and has correlated personal observations with requirements of the
Contract Documents.

3 +4 4 Because the Contract Documents are complementary, the Vendor shall, before starting each portion of the Work,
(1) carefully study and compare the various Drawings and other Contract Documents relative to that portion of the Work,
as well as the information furnished by the Owner pursuant to Section 2.2.1; (2) take field measurements of any existing
AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
3
the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of
/
Architects’ legal counsel, copyright@aia.org.
 conditions related to that portion of the Work; and (3) observe any conditions of the access route or on the Project
premises affecting the Work. These obligations are for the purpose of facilitating delivery and installation by the Vendor
and are not for the purpose of discovering errors, omissions or inconsistencies in the Contract Documents; however, the
Vendor shall report promptly to the Architect any errors, inconsistencies or omissions discovered or made known to the
Vendor as a request for information in such form as the Architect may require. It is recognized that the Vendor’s review
of the Contract Documents is made in the Vendor’s capacity as a Vendor and not as a licensed design professional, unless
otherwise specifically provided in the Contract Documents.

3 +4 4+ The Vendor 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 Vendor shall report
promptly to the Architect any nonconformity discovered by or made known to the Vendor as a request for information in
such form as the Architect may require.

3 +4 4, In addition to the Vendor’s representations under Section 3.2.1, the Vendor shall, prior to shipment, delivery and
installation, visit and inspect the Project premises in order to confirm the conditions under which the Work is to be
performed; verify the stage of completion of the premises and the Project; determine availability of facilities for access,
delivery, transportation and staging area; determine the physical and environmental restrictions imposed by the Owner
and the condition of the premises and separate vendors; and correlate these observations with the requirements of the
Contract Documents. The Vendor shall promptly report to the Owner conditions observed during such inspection or
thereafter that would impede the Vendor’s performance of the Work.

3 +4 4 If the Vendor believes that additional cost or time is involved because of clarifications or instructions the Architect
issues in response to the Vendor’s notices or requests for information pursuant to Sections 3.2.2, 3.2.3 and 3.2.4, the
Vendor shall make Claims as provided in Article 15. If the Vendor fails to perform the obligations of Sections 3.2.2,
3.2.3, or 3.2.4, the Vendor shall pay such costs and damages to the Owner as would have been avoided if the Vendor had
performed such obligations.

3 +4+ (2 *$($ # ' ! " -

3 +4+4 The Vendor shall supervise and direct the Work, using the Vendor’s best skill and attention. The Vendor shall be
solely responsible for and have control over the means, methods, techniques, sequences and procedures of fabrication,
shipment, delivery and installation, and for coordinating all portions of the Work under the Contract, unless the Contract
Documents give other specific instructions concerning these matters.

3 +4+4 The Vendor shall be responsible to the Owner for acts and omissions of the Vendor’s employees, sub-vendors and
their agents and employees, and other persons or entities performing or providing portions of the Work to, for or on
behalf of, the Vendor or any of its sub-vendors.

3 +4+4+ The Vendor shall be responsible for inspection of portions of Work already performed to determine that such
portions are in proper condition for subsequent Work.

3 +4, & % # $ &(

3 +4,4 Unless otherwise provided in the Contract Documents, the Vendor shall provide and pay for labor, materials,
furniture, furnishings and equipment, tools, installation equipment and machinery, delivery, 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 into the Work.

3 +4,4 The Vendor shall not make substitutions until after evaluation by the Architect and approval by the Owner.

3 +4,4+ The Vendor shall enforce strict discipline and good order among the Vendor’s employees and other persons
carrying out the Work. The Vendor shall not permit employment of unfit persons or persons not properly skilled in tasks
assigned to them.

3 +4 7 (
The Vendor shall pay all required sales, consumer, use and similar taxes for the Work provided by the Vendor.

3 +4/ $ (5 ' ( # $ (5 # &$ # "$ ! & "(

3 +4/4 Unless otherwise provided in the Contract Documents, the Vendor shall secure and pay for 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 as of that date.
AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
4
the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of
/
Architects’ legal counsel, copyright@aia.org.
 3 +4/4 The Vendor 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.

3 +4/4+ If the Vendor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and
regulations, or lawful orders of public authorities, the Vendor shall assume appropriate responsibility for such Work and
shall bear the costs attributable to correction.

3 +4 (2 $# # #
The Vendor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project
premises during performance of the Work. The superintendent shall represent the Vendor, and communications given to
the superintendent shall be as binding as if given to the Vendor.

3 +40 * # 8( ( ! 2& (
3 +404 The Vendor, promptly after being awarded the Contract, shall prepare and submit for the Owner’s and Architect’s
information a Vendor’s progress schedule for the Work. The schedule shall not exceed time limits established in the
Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and the Project,
shall be related to the Project and related Work to the extent required by the Contract Documents, and shall provide for
expeditious and practicable execution of the Work.

3 +404 The Vendor’s progress schedule shall indicate dates for commencement and completion of phases of the Work,
within the Contract Time, including dates for order placement, fabrication, shipping, delivery and installation. The
schedule shall indicate other critical dates, such as deadlines for approval of submittals of colors, finishes, fabrics and
other materials. The Vendor shall obtain and submit for the Owner’s and the Architect’s information written confirmation
from sub-vendors of dates of fabrication and delivery.

3 +404+ The Vendor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as
necessary to maintain a current submittal schedule, and shall submit the schedule(s) 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 Vendor’s progress schedule, and 2) allow the Architect reasonable time to review submittals. If the Vendor fails to
submit a submittal schedule, the Vendor shall not be entitled to any increase in Contract Sum or extension of contract
completion time based on the time required for review of submittals.

3 +404, The Vendor shall perform the Work in accordance with the most recent schedules submitted to the Owner and
Architect.

3 +404 The Vendor shall cooperate with the Owner and Architect in coordinating the Vendor’s progress schedule with
those of separate Vendors and with the requirements of the Owner and Architect. The Vendor shall cooperate in
determining mutually acceptable dates and times for delivery, installation and inspection of the Work, and use of services
and facilities provided to the Vendor, all to be confirmed in writing within a reasonable time in advance of such dates and
times.

3 +41 2 # (' ! "# 8( (

The Vendor shall maintain for the Owner one copy of the Drawings, Specifications, Addenda and other Modifications, in
good order and marked currently to indicate field changes and selections made during performance of the Work, and one
copy of approved Shop Drawings, Product Data and similar required submittals. These shall be available to the Architect
and shall be delivered to the Owner upon completion of the Work as a record of the Work installed.

3 +4 (! "$#)(5 2 # ( & (
3 +4 4 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Vendor
or a sub-vendor to illustrate some portion of the Work.

3 +4 4 Product Data are manufacturer’s illustrations, standard schedules, performance charts, instructions, brochures,
diagrams and other information furnished by the Vendor to illustrate materials or equipment for some portion of the
Work.

3 +4 4+ Shop Drawings, Product Data and similar submittals are not Contract Documents. Their purpose is to demonstrate
the way by which the Vendor proposes to conform to the information given and the design concept expressed in the
Contract Documents. Informational submittals upon which the Architect is not expected to take responsive action may be
AIA Document A251™ – 2007 (formerly A275™ID – 2003). Copyright © 2003 and 2007 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
5
the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of
/
Architects’ legal counsel, copyright@aia.org.
 so identified in the Contract Documents. The Architect may return without action submittals that are not required by the
Contract Documents.

3 +4 4, The Vendor shall review for compliance with the Contract Documents, and approve and submit to the Architect,
Shop Drawings, Product Data 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 submitted 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 vendors.

3 +4 4 By submitting Shop Drawings, Product Data and similar submittals, the Vendor represents to the Owner and
Architect that the Vendor has (1) reviewed and approved them, and (2) determined and verified materials, field
measurements and field installation 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.

3 +4 4/ The Vendor shall perform no portion of the Work for which the Contract Documents require submittal and review
of Shop Drawings, Product Data or similar submittals until the respective submittal has been approved by the Architect.

3 +4 4 The Work shall be in accordance with approved submittals, except that the Vendor shall not be relieved of
responsibility for deviations from requirements of the Contract Documents by the Architect’s approval of Shop Drawings,
Product Data or similar submittals unless the Vendor has specifically informed the Architect in writing 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 Modification to the Contract has been approved authorizing the deviation. The Vendor shall not be relieved
of responsibility for errors or omissions in Shop Drawings, Product Data or similar submittals by the Architect’s
approval.

3 +4 40 The Vendor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data or similar
submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written
notice, the Architect’s approval of a resubmission shall not apply to such revisions.

3 +4 41 Samples, once approved, constitute an express warranty that the goods will conform to the sample.

3 +4 4 When professional certification of performance criteria for furniture, furnishings and equipment is required by
the Contract Documents, the Architect shall be entitled to rely upon the accuracy and completeness of such certifications.

3 +4 & #$#) 2
3 +4 4 The Vendor shall keep the premises and surrounding area free from accumulation of waste materials and other
debris created by operations under the Contract. At completion of the Work, the Vendor shall remove waste materials and
other debris created by the Vendor’s activities, the Vendor’s tools, construction equipment, machinery and surplus
materials from and about the Project.

3 +4 4 If the Vendor 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 Vendor for the cost thereof.

3 +4 $# #$'$ $ #
3 +4 4 To the fullest extent permitted by law, the Vendor 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
Vendor, a sub-vendor, 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 3.12.

3 +4 4 In claims against any person or entity indemnified under this Section 3.12 by an employee of the Vendor, a sub-
vendor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification
obligation under Section 3.12.1 shall not be limited by a limitation on amount or type of damages, compensation or
benefits payable by or for the Vendor or a sub-vendor under workers’ compensation acts, disability benefit acts or other
employee benefit acts.

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 $ & , $ & # $(- ' & ((
3 ,4 Title to all furniture, furnishings and equipment shall be transferred to the Owner upon acceptance by the Owner
pursuant to Section 6.2 or upon payment in full to the Vendor, whichever occurs first.

3 ,4 The risk of loss, with respect to all furniture, furnishings and equipment provided by the Vendor, shall remain on the
Vendor until acceptance by the Owner pursuant to Section 6.2 of the furniture, furnishings and equipment, or designated
portion thereof.

3 ,4+ The Owner shall be under no obligation to insure furniture, furnishings or equipment that does not conform to the
Contract Documents or that the Owner has rejected. Under such circumstances, the risk of loss shall remain with the
Vendor.

$ & &$* . # $#( && $ #

3 4 The Vendor shall make delivery of all furniture, furnishings and equipment in accordance with the Vendor’s
progress schedule or at a time agreed upon by the Owner and Architect.

3 4 The Vendor shall become fully informed of the conditions relating to delivery, installation and labor under which the
Vendor’s Work will be performed. The Vendor shall employ the labor, and means and methods of carrying out the
Vendor’s Work as the conditions require.

3 4+ Delivery and installation of all furniture, furnishings and equipment shall be made to the location of the Project, as
specified in the Contract Documents. Installation of furniture, furnishings and equipment shall include testing as required
by the Contract Documents.

3 4, The Vendor shall consult with the Owner to identify a route to be used within the Project premises from the point of
initial delivery at the Project premises to the place of final placement or installation. After its selection, the route shall be
made available to the Vendor for delivery of furniture, furnishings and equipment as provided in Section 5.1 and
Section 5.2.

3 4 The Vendor shall, within a reasonable time prior to delivery, provide the Owner with schedules for access and
arrange for the use of elevators and unloading facilities.

3 4/ When the Vendor considers installation of all or a designated portion of the furniture, furnishings or equipment
required by the Contract Documents to be complete, the Vendor shall advise the Owner and Architect in writing.

$ & / #
3 /4 Prior to the tender of delivery by the Vendor, the Owner may conduct a preliminary inspection of the furniture,
furnishings and equipment upon delivery for the purpose of verifying the delivery of such furniture, furnishings or
equipment, including quantities. Such preliminary inspections shall not constitute acceptance of, taking charge over or
control of such furniture, furnishings or equipment. Any defects, damage, deficiencies or nonconformity discovered by
the Owner shall be reported to the Vendor.

3 /4 Upon completion of installation pursuant to Section 5.6, the Owner, with the assistance of the Architect, shall
conduct an acceptance inspection. If the Owner determines that the furniture, furnishings and equipment comply with the
requirements of the Contract Documents, the Owner shall notify the Vendor that the furniture, furnishings and equipment
have been accepted. If the Owner determines that all or any portion of the furniture, furnishings or equipment do not
conform to the requirements of the Contract Documents, the Owner shall reject such nonconforming portion by notifying
the Vendor in writing of such rejection.

3 /4+ If the Owner rejects all or any portion of the delivery, the Owner shall notify the Vendor within a reasonable time,
which shall not be more than 30 days after the date of the inspection performed pursuant to Section 6.2. The notice shall
include the specific basis for the Owner's rejection.

3 /4, If the Owner rejects all or any portion of the delivery, the Owner shall hold the rejected portion for a reasonable time
to permit the Vendor to remove it from the Project premises.

3 /4 Upon rejection by the Owner, the Vendor shall have 30 days to provide acceptable evidence of arrangements to
remedy the basis for rejection. If the Vendor remedies the basis for rejection, the Vendor shall notify the Owner in
writing. The Owner shall have an additional period of time to conduct an acceptance inspection of the previously rejected
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 furniture, furnishings or equipment. If the Owner agrees to accept the furniture, furnishings or equipment, the Owner shall
so notify the Vendor in writing. If the Owner rejects the tender of such furniture, furnishings or equipment, the Owner
shall notify the Vendor within a reasonable time, which shall not be more than 30 days. Such notice shall include the
specific basis for rejection. Upon rejection, the Vendor shall remove the rejected furniture, furnishings or equipment from
the Project premises.

3 /4/ If furniture, furnishings or equipment that have been previously accepted are found not to comply with the
requirements of the Contract Documents, the Owner shall be entitled to revoke acceptance so long as the Vendor does not
suffer actual prejudice by virtue of the Owner’s prior acceptance of such furniture, furnishings or equipment. Such
revocation of acceptance shall be made by giving prompt notice to the Vendor. In such event, the Vendor shall proceed in
accordance with Section 6.5.

3 /4 The provisions of this Article 6 do not preclude recovery of damages as provided by law.

$ & " # $ (
3 4 The Vendor expressly warrants to the Owner and Architect that the Work complies with the requirements of the
Contract Documents. The Vendor further warrants that the Owner shall receive the benefit of standard manufacturer’s
warranties and guarantees applicable to the Work.

3 4 The Vendor provides to the Owner and Architect all warranties relating to the furniture, furnishings and equipment
implied by law, including but not limited to the warranty of merchantability.

3 4+ The Vendor acknowledges that no exclusion of or limitation on warranties contained in any proposal, product
literature or other submittal shall affect the warranties provided pursuant to Sections 7.1 and 7.2.

$ & 0 . #
3 04 Before the first application for payment, the Vendor shall submit to the Owner a quotation schedule showing the
values allocated to each quotation for portions of the Work. The Vendor’s quotation schedule shall be accompanied by a
certified statement from the Vendor prepared in such form and supported by such data to substantiate its accuracy as the
Owner may require. This schedule, when approved by the Owner, shall be submitted with each application for payment
and shall be used as a basis for reviewing the Vendor’s applications for payment.

3 04 When payment is due pursuant to the payment terms of the Agreement, the Vendor shall submit to the Owner an
itemized application for payment. Such application shall be notarized, if required by the Contract Documents, and
supported by such data substantiating the Vendor’s right to payment as the Owner may require, such as copies of bills of
lading or requisitions from sub-vendors and equipment suppliers.

$ & 1 !$
3 14 ) # &
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.

3 14 $#$( $ # ' ! #
3 14 4 The Architect will provide administration of the Contract as described in the Contract Documents and will be an
Owner’s representative during performance of the Work until final payment is due. The Architect will have authority to
act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in
accordance with other provisions of the Contract.

3 14 4 The Architect will assist the Owner in coordinating schedules for fabrication, delivery and installation of the Work,
but will not be responsible for failure of the Vendor or a sub-vendor to meet schedules for completion or to perform their
respective duties and responsibilities in conformance with such schedules.

3 14 4+ The Architect will visit the Project premises at intervals appropriate to the stage of the Vendor’s operations, 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 inspections at the Project premises to check the quality or quantity of the Work. The
Architect will not have control over, charge of, or responsibility for, the means, methods, techniques, and sequences or
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 procedures of fabrication, shipment, delivery or installation, or for the safety precautions and programs in connection with
the Work, since these are solely the Vendor’s rights and responsibilities under the Contract Documents, except as
provided in Section 3.3.1.

3 14 4, 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 report to the Owner (1) known deviations from the Contract Documents
and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in
the Work. The Architect will not be responsible for the Vendor’s failure to perform the Work in accordance with the
requirements of the Contract Documents. The Architect shall not have control over, charge of, or responsibility for acts or
omissions of the Vendor, sub-vendors, their agents or employees, or any other persons or entities performing portions of
the Work.

3 14 4 The Architect has authority to order minor changes in the Work not involving an adjustment in the Contract Sum
or an extension of the completion time, and not inconsistent with the intent of the Contract Documents. Such changes
shall be effected by written order and shall be binding on the Owner and Vendor. The Vendor shall carry out such written
orders promptly.

3 14 4/ Unless otherwise provided, the Architect’s authority shall not extend to the receipt, inspection or acceptance on
behalf of the Owner of furniture, furnishings and equipment at the time of their delivery to the Project premises and
subsequent installation. The Architect is not authorized to reject nonconforming Work, stop the Work or terminate the
Contract.

3 14 4 The Architect may recommend to the Owner rejection of Work that does not conform to the Contract Documents.
A recommendation by the Architect made in good faith shall not give rise to a duty or responsibility of the Architect to
the Owner, Vendor, sub-vendors, their agents or employees, or other persons or entities performing portions of the Work.

$ & & $*$ $ ( ' "# '( * # (

3 4 "# 8( $)! ' & $*$ $ ( # " ( # (
3 4 4 The Owner reserves the right to perform activities related to the Project with the Owner’s own forces, and to
award separate contracts in connection with other portions of the Project or other activities at the Project premises. If the
Vendor claims that such action by the Owner involves delay or additional cost, the Vendor shall make such Claim as
provided in Article 15.

3 4 4 When separate contracts are awarded for different portions of the Project or other activities at the Project
premises, the term “Vendor” in the Contract Documents in each case shall mean the vendor who executes each separate
Owner-Vendor Agreement.

3 4 4+ The Owner shall provide for coordination of the activities of the Owner’s own forces and of each separate vendor
with the Work of the Vendor, who shall cooperate with them. The Vendor shall participate with other separate vendors
and the Owner in reviewing their progress schedules. The Vendor shall make any revisions to the progress schedule
deemed necessary after a joint review and mutual agreement. The progress schedules shall then constitute the schedules to
be used by the Vendor, separate vendors and the Owner until subsequently revised.

3 4 4, Unless otherwise provided in the Contract Documents, when the Owner performs activities related to the Project
with the Owner’s own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights
that apply to the Vendor under the Contract, including, without excluding others, those stated in this Article 10, and in
Article 3, Article 12 and Article 13 herein.

3 4 2 2 & ( #($%$&$ .
3 4 4 The Vendor shall afford the Owner and separate vendors reasonable opportunity for introduction and storage of
their materials and equipment and performance of their activities, and shall connect and coordinate the Vendor’s activities
with theirs as required by the Contract Documents.

3 4 4 If part of the Vendor’s Work depends for proper execution or results upon activities by the Owner or a separate
vendor, the Vendor shall, prior to proceeding with that portion of the Work, promptly report to the Architect apparent
discrepancies or defects resulting from their activities that would impede the Vendor in achieving proper execution and
results. If the Vendor fails to report discrepancies or defects reasonably discoverable, it shall be responsible for
deficiencies or defects in its Work due to such deficiencies or defects.

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 3 4 4+ The Vendor shall reimburse the Owner for costs the Owner incurs that are payable to a separate vendor because
of the Vendor’s delays, improperly timed activities or other damage to the Work of a separate vendor. The Owner shall be
responsible to the Vendor for costs the Vendor incurs because of the delays, improperly timed activities or damage to the
Work caused by a separate vendor.

3 4 4, The Vendor shall promptly remedy damage it wrongfully causes to property of the Owner or separate vendors as
provided in Section 12.2.4.

3 4+ "# 8( $)! & #2

If a dispute arises among the Vendor, separate vendors 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, with the Architect’s assistance, allocate the cost among those responsible.

$ & $
3 4 '$#$ $ # ' .
The term “day” as used in the Contract Documents shall mean calendar day unless otherwise specifically defined.

3 4 ) (( # & $ #
3 4 4 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement, the
Vendor confirms that the completion date stated in the Contract Documents provides a reasonable period for performing
the Work.

3 4 4 The Vendor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely
commence operations on the Project premises prior to the effective date of insurance required by Article 13 to be
furnished by the Vendor and the Owner. The date of commencement of the Work shall not be changed by the effective
date of such insurance.

3 4 4+ The Vendor shall proceed expeditiously with adequate forces and shall achieve completion by the mutually
agreed upon completion date.

3 4+ & .( # 7 #($ #( ' $

3 4+4 If the Vendor is delayed at any time in the commencement or progress of the Work by an act or neglect of the
Owner or Architect; or by changes ordered in the Work; or by labor disputes, fire, unusual delay in deliveries,
unavoidable casualties or other causes beyond the Vendor’s control; or by delay authorized by the Owner pending
mediation and arbitration; or by other causes which the Architect determines may justify delay, the completion date shall
be extended by mutual agreement between the Owner and the Vendor.

3 4+4 #' # ) 2 # ( ! 2& (

3 4+4 4 The Owner shall cooperate and coordinate its activities with the agreed–upon critical dates identified in the
Vendor’s progress schedule provided under Section 3.8.2.

3 4+4 4 The Owner shall be responsible for costs the Vendor incurs, such as demurrage, warehousing, and storage or
delivery charges, that are due to the Owner’s failure to conform to the mutually agreed–upon progress schedule for the
Work; to the Owner’s failure, without justification, to accept delivery or final installation of furniture, furnishings and
equipment; or to any other delays for which the Owner is responsible.

3 4+4+ Claims relating to time shall be made in accordance with applicable provisions of Article 15.

3 4+4, This Section 11.3 does not preclude recovery of damages for delay by either party under other provisions of the
Contract Documents.

$ & $ # ' ( #( # .
3 4 ( ' . 2 $ #( # ) (
The Vendor shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in
connection with the performance of the Contract.

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 3 4 ( ' . ' ( #( # $ # ' .
3 4 4 The Vendor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent
damage, injury or loss to
4 employees on the Work and other persons who may be affected thereby;
4 the Work and materials, furniture, furnishings and equipment to be incorporated therein, whether in storage
on or off the Project premises, under care, custody or control of the Vendor or sub-vendors; and
4+ other property at the Project premises or adjacent thereto, including property of the Owner, separate
vendors or other persons, whether or not completed or installed.

3 4 4 The Vendor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and
regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from
damage, injury or loss.

3 4 4+ When use or storage of flammable, volatile or other hazardous materials or equipment or unusual methods are
necessary for execution of the Work, the Vendor shall exercise utmost care and carry on such activities under supervision
of properly qualified personnel.

3 4 4, The Vendor shall promptly remedy damage and loss to property, other than damage to the Work, caused in whole
or in part by the Vendor or anyone directly or indirectly employed by the Vendor, except damage or loss attributable to
acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for
whose acts either of them may be liable, and not attributable to the fault or negligence of the Vendor.

$ & + $#(2 #
3 +4 * # 8( &$ %$&$ . $#(2 #
3 +4 4 The Vendor shall purchase from and maintain in a company or companies lawfully authorized to do business in
the jurisdiction in which the Project is located such insurance as will protect the Vendor from claims set forth below
which may arise out of or result from the Vendor’s operations and completed operations under the Contract and for which
the Vendor may be legally liable, whether such operations be by the Vendor, by a sub-vendor, by anyone directly or
indirectly employed by any of them, or by anyone for whose acts any of them may be liable:
4 Claims under workers’ compensation, disability benefit and other similar employee benefit acts which are
applicable to the Work to be performed;
4 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Vendor’s
employees;
4+ Claims for damages because of bodily injury, sickness or disease, or death of any person other than the
Vendor’s employees;
4, Claims for damages insured by usual personal injury liability coverage;
4 Claims for damages, other than to the Work itself, because of injury to, or destruction of, tangible property,
including loss of use resulting therefrom;
4/ Claims for damages because of bodily injury, death of a person or property damage arising out of
ownership, maintenance or use of a motor vehicle;
4 Claims for bodily injury or property damage arising out of completed operations;
40 Claims involving contractual liability insurance applicable to the Vendor’s obligations under Section
3.12.1; and
41 Claims for products liability and completed-operations insurance.

3 +4 4 The insurance required by Section 13.1.1 shall be written for not less than the limits of liability specified in the
Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or
claims-made basis, shall be maintained without interruption from the date of commencement of the Work until the date of
final payment and termination of any coverage required to be maintained after final payment, and with respect to the
Contractor’s completed operations coverage, until the expiration of the period specified in the Contract Documents.

3 +4 4+ Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the
Work and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the
insurance policies required by Section 13.1.1 shall contain a provision that coverages afforded under the policies will not
be canceled or allowed to expire until at least 30 days’ prior written notice has been given to the Owner. An additional
certificate evidencing continuation of liability coverage including coverage for completed operations shall be submitted
with the final application for payment and thereafter upon renewal or replacement of such coverage until the expiration of
the time required by Section 13.1.2. The Vendor shall provide information concerning reduction of coverage on account
of revised limits or claims paid under the general aggregate, or both, with reasonable promptness.
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 $ & , $( && # 2( *$($ #(
3 ,4 ) * #$#) & "
This Agreement shall be considered to be for sale of goods and shall be governed by the Uniform Commercial Code
(UCC) as adopted in the place where the Project is located. The Contract shall be governed by the law of the place where
the Project is located, except, that if the parties have selected arbitration as the method of binding dispute resolution, the
Federal Arbitration Act shall govern Section 9.6.

3 ,4 (2 (( ( # (($)#(
The Owner and Vendor respectively bind themselves, their partners, successors, assigns and legal representatives to
covenants, agreements and obligations contained in the Contract Documents. Neither party to the Contract shall assign the
Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such
consent, that party shall nevertheless remain legally responsible for all obligations under the Contract.

$ & & $ ( # $( 2 (
3 4 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money
or other relief with respect to the terms of the Contract. The term “Claim” also includes other disputes and matters in
question between the Owner and Vendor arising out of or relating to the Contract. The responsibility to substantiate
Claims shall rest with the party making the Claim.

3 4 4 Notice of Claims. Claims by either party must be initiated by written notice to the other party within 21 days after
occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving
rise to the Claim, whichever is later.

3 4 4 Continuing Contract Performance. Pending final resolution of a Claim, the Vendor shall proceed diligently
with performance of the Contract, and the Owner shall continue to make payments in accordance with the Contract
Documents.

3 4 4+ Claims for Consequential Damages. The Vendor and Owner waive Claims against each other for consequential
damages arising out of or relating to this Contract. This mutual waiver includes
4 damages incurred by the Owner for rental expenses, losses of use, income, profit, financing, business and
reputation, and for loss of management or employee productivity or of the services of such persons; and
4 damages incurred by the Vendor for principal office expenses, including the compensation of personnel
stationed there; for losses of financing, business and reputation; and for loss of profit, except anticipated
profit arising directly from the Work. Nothing contained in this Section 15.1.3 shall be deemed to preclude
an award of liquidated damages, when applicable, in accordance with the requirements of the Contract
Documents.

3 4 ( &2 $ # ' & $ ( # $( 2 (

Claims, including those alleging an error or omission by the Architect, shall be referred initially to the Architect. An
initial recommendation in writing by the Architect, followed by negotiation of the parties, shall be required as a condition
precedent to mediation, arbitration or litigation of all Claims between the Vendor and Owner arising prior to the date final
payment is due, unless 30 days have passed after the Claim has been referred to the Architect with no recommendation
having been made by the Architect.

3 4+ $ $ #
3 4+4 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those
waived as provided for in Section 15.1.3, shall, after recommendation by the Architect or 30 days after submission of the
Claim to the Architect, be subject to mediation as a condition precedent to arbitration or the institution of legal or
equitable proceedings by either party.

3 4+4 The parties shall endeavor to resolve their Claims by mediation, which, unless the parties mutually agree
otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Mediation
Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other
party to the Contract, and filed with the person or entity administering the mediation. The request may be made
concurrently with the filing of a demand for arbitration, which shall be stayed pending mediation for a period of 60 days
from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is
stayed pursuant to this Section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a
schedule for later proceedings.
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 3 4+4+ The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.

3 4, %$ $ #
3 4,4 Any Claim subject to, but not resolved by, mediation pursuant to Section 15.3 shall be subject to arbitration
which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in
accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. A demand for
arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity
administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then
known to that party on which arbitration is permitted to be demanded.

3 4,4 4 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation,
but in no event shall it be made after the date when the institution of legal or equitable proceedings based on such Claim
would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand
for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable
proceedings based on the Claim.

3 4,4 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in
accordance with applicable law in any court having jurisdiction thereof.

3 4,4+ The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly
consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having
jurisdiction thereof.

3 4,4, #( &$ $ # $#
3 4,4,4 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any
other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits
consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the
arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s).

3 4,4,4 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common
question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the
party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or
entity shall not constitute consent to arbitration of a Claim not described in the written consent.

3 4,4,4+ The Owner and Vendor grant to any person or entity made a party to an arbitration conducted under this Section
15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Vendor under
this Agreement.

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