Standard Form of Agreement

Exhibit 10.28

AIA Document A111™ -1997

Standard Form of Agreement Between Owner and Contractor
where the basis for payment is the COST OF THE WORK PLUS A FEE with a negotiated
Guaranteed Maximum Price

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text.

This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.

This document is not intended for use in competitive bidding.

AIA Document A201 -1997, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified.

This document has been approved and endorsed by the Associated General Contractors of America.

AGREEMENT made as of the 28th day of March in the year Two Thousand and Eight
(In words, indicate day, month and year)

BETWEEN the Owner:
(Name, address and other information)

Hansen Medical
380 North Bernardo Avenue
Mountain View, CA 94043
Phone: 650-404-5840
Fax: 650-404-5901

and the Contractor:
(Name, address and other information)

W. L. Butler Construction, Inc.
204 Franklin Street
Redwood City CA 94063

The Project is:
(Name and location)

Hansen Medical
800 East Middlefield
Mountain View, CA 94043
WLB Project #71063

The Architect is:
(Name, address and other information)

DGA
550 Ellis Street
Mountain View, CA 94043
Phone: 650-943-1660
Fax: 650-943-1670
Email: cho@dga-mv.com
Cesar Ho, Senior Associate

The Owner and Contractor agree as follows.

AIA Document A111™ -1997. Copyright ^© 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 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 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. This document was produced by AIA software at 08:34:59 on 03/28/2008 under Order NO. 1000328416_1 which expires on 10/31/2008, and is not for resale.

ARTICLE 1 THE CONTRACT DOCUMENTS

The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 15. If anything in the other Contract Documents is inconsistent with this Agreement, this Agreement shall govern.

ARTICLE 2 THE WORK OF THIS CONTRACT

The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others.

ARTICLE 3 RELATIONSHIP OF THE PARTIES

The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents.

ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

§4.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement, if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.)

February 11, 2008

If, prior to commencement of the Work, the Owner requires time to file mortgages, mechanic’s liens and other security interests, the Owner’s time requirement shall be as follows:

N/A

§ 4.2 The Contract Time shall be measured from the date of commencement.

§ 4.3 The Contractor shall achieve Substantial Completion of the entire Work not later than 130 calendar days from the date of commencement, or as follows:

(Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement. Unless stated elsewhere in the Contract Documents, insert any requirements for earlier Substantial Completion of certain portions of the Work.)

N/A

, subject to adjustments of this Contract Time as provided in the Contract Documents.

(Insert provisions, if any, for liquidated damages relating to failure to complete on time, or for bonus payments for early completion of the Work.)

See attached Addendum dated March 28, 2008

ARTICLE 5 BASIS FOR PAYMENT

§ 5.1 CONTRACT SUM

§ 5.1.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor’s Fee.

§ 5.1.2 The Contractor’s Fee is:

(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee, and describe the method of adjustment of the Contractor’s Fee for changes in the Work.)

3.75 %

§ 5.2 GUARANTEED MAXIMUM PRICE

§ 5.2.1 The sum of the Cost of the Work and the Contractor’s Fee is guaranteed by the Contractor not to exceed Seven Million Eight Hundred Nineteen Thousand Two Hundred Eighty-Six Dollars ($ 7,819,286), subject to additions and deductions by Change Order as provided in the Contract Documents. Such maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner.

(Insert specific provisions if the Contractor is to participate in any savings.)

N/A

§ 5.2.2 The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner:

(State the numbers or other identification of accepted alternates. If decisions on other alternates are to be made by the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when the amount expires.)

N/A

§ 5.2.3 Unit prices, if any, are as follows:

§ 5.2.4 Allowances, if any, are as follows

(Identify and state the amounts of any allowances, and state whether they include labor, materials, or both.)

§ 5.2.5 Assumptions, if any, on which the Guaranteed Maximum Price is based are as follows :

N/A

§ 5.2.6 To the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Contractor has provided in the Guaranteed Maximum Price for such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order.

ARTICLE 6 CHANGES IN THE WORK

§ 6.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be determined by any of the methods listed in Section 7.3.3 of AIA Document A201-1997.

§ 6.2 In calculating adjustments to subcontracts (except those awarded with the Owner’s prior consent on the basis of cost plus a fee) , the terms “cost” and “fee” as used in Section 7.3.3.3 of AIA Document A201-1997 and the terms “costs” and “a reasonable allowance for overhead and profit” as used in Section 7.3.6 of AIA Document A201-1997 shall have the meanings assigned to them in AIA Document A201-1997 and shall not be modified by Articles 5, 7 and 8 of this Agreement. Adjustments to subcontracts awarded with the Owner’s prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts.

§ 6.3 In calculating adjustments to the Guaranteed Maximum Price, the terms “cost” and “costs” as used in the above-referenced provisions of AIA Document A201-1997 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the terms “fee” and “a reasonable allowance for overhead and profit” shall mean the Contractor’s Fee as defined in Section 5.1.2 of this Agreement.

§ 6.4 If no specific provision is made in Section 5.1 for adjustment of the Contractor’s Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Section 5.1 will cause substantial inequity to the Owner or Contractor, the Contractor’s Fee shall be equitably adjusted on the basis of the Fee established for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly.

ARTICLE 7 COSTS TO BE REIMBURSED

§ 7.1 COST OF THE WORK

The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 7.

§ 7.2 LABOR COSTS

§ 7.2.1 Wages of construction workers directly employed by the Contractor to perform the construction of the Work at the site or, , at off-site workshops.

§ 7.2.2 Wages or salaries of the Contractor’s supervisory and administrative personnel when stationed at the site and at the Contractor’s principal office, but only for that portion of their time required for the work (If it is intended that the wages or salaries of certain personnel stationed at the Contractor’s principal or other offices shall be included in the Cost of the Work, identify in Article 14 the personnel to be included and whether for all or only part of their time, and the rates at which their time will be charged to the Work.)

§ 7.2.3 Wages and salaries of the Contractor’s supervisory or administrative personnel engaged, at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work.

7.2.4 Costs paid or incurred by the Contractor for taxes, insurance, contribution, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3.

The cost for the employees of the contractor shall be calculated at the rates set forth below:

(Paragraphs deleted)

§ 7.3 SUBCONTRACT COSTS

§ 7.3.1 Amounts due by the Contractor to Subcontractors in accordance with the requirements of the subcontracts.

§ 7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION

§ 7.4.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction.

§ 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner’ s property at the completion of the Work or, at the Owner’s option, shall be sold by the Contractor. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work.

§ 7.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS

§7.5.1 Costs, including transportation and storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers, that are provided by the Contractor at the site and fully consumed in the performance of the Work; and cost (less salvage value) of such items if not fully consumed, whether sold to others or retained by the Contractor. Cost for items previously used by the Contractor shall mean fair market value.

§ 7.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the Contractor at the site, whether rented from the Contractor or others, and costs of transportation, installation, minor repairs and replacements, dismantling and removal thereof.

§ 7.5.3 Costs of removal of debris from the site.

§ 7.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office.

§ 7.5.5 That portion of the reasonable expenses of the Contractor’s personnel incurred while traveling in discharge of duties connected with the Work.

§ 7.5.6 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, if approved in advance by the Owner.

§ 7.6 MISCELLANEOUS COSTS

§ 7.6.1 That portion of insurance and bond premiums that can be directly attributed to this Contract:

§ 7.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work.

§ 7.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Contractor is required by the Contract Documents to pay.

§ 7.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201-1997 or other provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3.

§ 7.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the Contract Documents; and payments made in accordance with legal judgments against the Contractor resulting from such suits or claims and payments of settlements made with the Owner’s consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Contractor’s Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.17.1 of AIA Document A201-1997 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work.

§ 7.6.6 Data processing costs related to the Work.

§ 7.6.7 Deposits lost for causes other than the Contractor’s negligence or failure to fulfill a specific responsibility to the Owner as set forth in the Contract Documents.

§ 7.6.8 Legal, mediation and arbitration costs, including attorneys’ fees, other than those arising from disputes between the Owner and Contractor, reasonably incurred by the Contractor in the performance of the Work and with the Owner’s prior written approval; which approval shall not be unreasonably withheld.

§7.6.9 Expenses incurred in accordance with the Contractor’s standard personnel policy for relocation and temporary living allowances of personnel required for the Work, if approved by the Owner.

§ 7.7 OTHER COSTS AND EMERGENCIES

§ 7.7.1 Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by the Owner.

§ 7.7.2 Costs due to emergencies incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section 10.6 of AIA Document A201-1997.

§ 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Contractor, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Contractor and only to the extent that the cost of repair or correction is not recoverable by the Contractor from insurance, sureties, Subcontractors or suppliers.

ARTICLE 8 COSTS NOT TO BE REIMBURSED

§ 8.1 The Cost of the Work shall not include:

§ 8.1.1 Salaries and other compensation of the Contractor’s personnel stationed at the Contractor’s principal office or offices other than the site office, except as specifically provided in Sections 7.2.2 and 7.2.3 or as may be provided in Article 14.

§ 8.1.2 Expenses of the Contractor’s principal office and offices other than the site office.

§8.1.3 Overhead and general expenses, except as may be expressly included in Article 7.

§ 8.1.4 The Contractor’s capital expenses, including interest on the Contractor’s capital employed for the Work.

§ 8.1.5 Rental costs of machinery and equipment, except as specifically provided in Section 7.5.2.

§ 8.1.6 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence or failure to fulfill a specific responsibility of the Contractor, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable.

§ 8.1.7 Any cost not specifically and expressly described in Article 7.

§ 8.1.8 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded.

ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS

§ 9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (1) before making the payment, the Contractor included them in an Application for Payment and received payment therefor from the Owner, or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts shall accrue to the Contractor. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Contractor shall make provisions so that they can be secured.

§ 9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the Owner as a deduction from the Cost of the Work.

ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS

§ 10.1 Those portions of the Work that the Contractor does not customarily perform with the Contractor’s own personnel shall be performed under subcontracts or by other appropriate agreements with the Contractor. The Owner may designate specific persons or entities from whom the Contractor shall obtain bids. The Contractor shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Architect. The Owner shall then determine, with the advice of the Contractor and the Architect, which bids will be accepted. The Contractor shall not be required to contract with anyone to whom the Contractor has reasonable objection.

§ 10.2 If a specific bidder among those whose bids are delivered by the Contractor to the Architect (1) is recommended to the Owner by the Contractor; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Contractor may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Contractor and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner.

§ 10.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner.

ARTICLE 11 ACCOUNTING RECORDS

The Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Contract, and the accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner’s accountants shall be afforded access to, and shall be permitted to audit and copy, the Contractor’s records, books, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Contract, and the Contractor shall preserve these for a period of three years after final payment, or for such longer period as may be required by law.

ARTICLE 12 PAYMENTS

§ 12.1 PROGRESS PAYMENTS

§ 12.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents.

§ 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows:

§ 12.1.3 Provided that an Application for Payment is received by the Architect not later than the last day of a month, the Owner shall make payment to the Contractor not later than the 15th day of the same month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than Thirty (30) days after the Architect receives the Application for Payment.

§ 12.1.4 With each Application for Payment, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to

demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or exceed (1) progress payments already received by the Contractor; less (2) that portion of those payments attributable to the Contractor’s Fee; plus (3) payrolls for the period covered by the present Application for Payment.

§ 12.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Contractor’ s Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor’s Applications for Payment.

§ 12.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Contractor on account of that portion of the Work for which the Contractor has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.

§ 12.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:

§ 12.1.8 Except with the Owner’s prior approval, payments to Subcontractors shall be subject to retainage of ten (10%). The Owner and the Contractor shall agree upon a mutually acceptable procedure for review and approval of payments and retention for Subcontractors.

§ 12.1.9 In taking action on the Contractor’s Applications for Payment, the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor and shall not be deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 12.1.4 or other supporting data; that the Architect has made exhaustive or continuous onsite inspections or that the Architect has made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner’s accountants acting in the sole interest of the Owner.

12.1.10 See article 15 of the General Conditions (AIA Document A201-1997) regarding payment of Progress Payments.

§ 12.2 FINAL PAYMENT

§ 12.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when:

§ 12.2.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect’s final Certificate for Payment, or as follows:

N/A

§ 12.2.3 The Owner’s accountants will review and report in writing on the Contractor’s final accounting within 30 days after delivery of the final accounting to the Architect by the Contractor. Based upon such Cost of the Work as the Owner’s accountants report to be substantiated by the Contractor’s final accounting, and provided the other conditions of Section 12.2.1 have been met, the Architect will, within seven days after receipt of the written report of the Owner’s accountants, either issue to the Owner a final Certificate for Payment with a copy to the Contractor, or notify the Contractor and Owner in writing of the Architect’s reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201-1997. The time periods stated in this Section 12.2.3 supersede those stated in Section 9.4.1 of the AIA Document A201-1997.

§ 12.2.4 If the Owner’s accountants report the Cost of the Work as substantiated by the Contractor’s final accounting to be less than claimed by the Contractor, the Contractor shall be entitled to demand mediation of the disputed amount without a further decision of the Architect. Pending a final resolution by mediation, the Owner shall pay the Contractor the undisputed amount in Contractor’s Application for Payment.

§ 12.2.5 If, subsequent to final payment and at the Owner’s request, the Contractor incurs costs described in Article 7 and not excluded by Article 8 to correct defective or nonconforming Work, the Owner shall reimburse the Contractor such costs and the Contractor’s Fee applicable thereto on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If the Contractor has participated in savings as provided in Section 5.2, the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Contractor.

12.2.6 See Article 15 of the General Conditions (AIA Document A201-1997) regarding late payment of the Final Payment.

ARTICLE 13 TERMINATION OR SUSPENSION

§ 13.1 The Contract may be terminated by the Contractor, or by the Owner for convenience, as provided in Article 14 of AIA Document A201-1997. However, the amount to be paid to the Contractor under Section 14.1.3 of AIA Document A201-1997 shall not exceed the amount the Contractor would be entitled to receive under Section 13.2 below, except that the Contractor’s Fee shall be calculated as if the Work had been fully completed by the Contractor, including a reasonable estimate of the Cost of the Work for Work not actually completed.

§ 13.2 The Contract may be terminated by the Owner for cause as provided in Article 14 of AIA Document A201-1997. The amount, if any, to be paid to the Contractor under Section 14.2.4 of AIA Document A201-1997 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows:

§13.2.1 Take the Cost of the Work incurred by the Contractor to the date of termination;

§ 13.2.2 Add the Contractor’s Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1.2 or, if the Contractor’s Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and

§ 13.2.3 Subtract the aggregate of previous payments made by the Owner.

§ 13.3 The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 13.2.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders.

§ 13.4 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-1997; in such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document A201-1997 except that the term “profit” shall be understood to mean the Contractor’s Fee as described in Sections 5.1.2 and Section 6.4 of this Agreement.

ARTICLE 14 MISCELLANEOUS PROVISIONS

§ 14.1 Where reference is made in this Agreement to a provision AIA Document A201-1997 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents.

§ 14.2 Payments due and unpaid under the Contract are subject to late payment fees set forth in Article 15 of the General Conditions (AIA Document A201-1997)

(Insert rate of interest agreed upon, if any.)

10% per annum

(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner’s and Contractor’s principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.)

§ 14.3 The Owner’s representative is:
(Name, address and other information.)

Frank Schembri,
Senior Director of Manufacturing
Hansen Medical
380 North Bernardo Avenue
Mountain View, CA 94043
Phone: 650-404-5840
Fax: 650-404-5901
Email: frank_schembri@hansenmedical.com

§ 14.4 The Contractor’s representative is:
(Name, address and other information.)

Dave Nevens, Jr.
Vice President

W. L. Butler Construction, Inc.
204 Franklin Street
Redwood City CA 94063
Phone: 650-361-1270
Fax: 650-361-8657
Dave.Nevens@wlbutler.com.

§ 14.5 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ written notice to the other party.

§ 14.6 Other provisions:

14.7 The Construction Lender is: None

14.8 Contractors are required by law to be licensed and regulated by the Contractor’s State License Board which had the jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within (4) four years of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be files within (10) ten years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar. Contractor’s State License Board P.O. Box 26000, Sacramento CA 95826.

ARTICLE 15 ENUMERATION OF CONTRACT DOCUMENTS

§ 15.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as follows:

§ 15.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and Contractor, AIA Document AIII-1997.

§ 15.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction, AIA Document A201-1997.

§ 15.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated , and are as follows:

DGA Phase 2 Project Manual
Specifications dated January 30, 2008

§ 15.1.4 The Specifications are those contained in the Project Manual dated as in Section 15.1.3, and are as follows:

(Either list the Specifications here or refer to an exhibit attached to this Agreement.)
Title of Specifications exhibit: N/A

(Table deleted)

§ 15.1.5 The Drawings are as follows, and are dated unless a different date is shown below:

(Either list the Drawings here or refer to an exhibit attached to this Agreement.)

Title of Drawings exhibit: Exhibit “J” -Drawing List — Phase 1 dated 2/26/08 and Phase 2 dated 2/26/08

(Table deleted)

§ 15.1.6 The Addenda, if any, are as follows:

Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 15.

§ 15.1.7 Other Documents, if any, forming part of the Contract Documents are as follows:

(List here any additional documents, such as a list of alternates that are intended to form part of the Contract Documents. AIA Document A201-1997 provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders, sample forms and the Contractor’s bid are not part of the Contract Documents unless enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.)

Exhibit “A” -Pre-Construction and Management Services Agreement dated 12/19/07

Exhibit “B” -General Conditions and Demo dated January 10, 2008

Exhibit “C” -MEP Design Builders Cost Analysis dated February 13, 2008

Exhibit “D” -Phase I Project Cost Form dated February 26, 2008

Exhibit “E” -Phase 2 Project Cost Form dated March 18, 2008

Exhibit “F” -Summary dated March 18, 2008

Exhibit “G” -Phase I Clarifications dated February 26, 2008 -Phase 2 Clarifications dated March 18, 2008

Exhibit “R” -Phase I Exclusions dated February 26, 2008 -Phase 2 dated March 18, 2008

Exhibit “I” -Amendment to AIA Documents dated March 28, 2008

Exhibit “J” -Phase I Drawing Log dated February 26, 2008 -Phase 2 Drawing Log dated February 26, 2008

Exhibit “K”-Project Schedule dated March 28, 2008

ARTICLE 16 INSURANCE AND BONDS

(List required limits of liability for insurance and bonds. AIA DocumentA201-1997 gives other specific requirements for insurance and bonds.)

Certification of Document’s Authenticity

AIA ^® Document D401™ -2003

I, David A. Nevens, Jr., hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 08:34:59 03/28/2008 under Order No. 1000328416_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA ^® Document A111™-1997 Standard Form of Agreement Between Owner and Contractor where the basis for payment is the COST OF THE WORK PLUS A FEE with a negotiated Guaranteed Maximum Price, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report.

AIA Document 0401 ™-2003. Copyright ^© 1992 and 2003 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 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. This document was produced by AIA software at 08:34:59 on 03/28/2008 under Order No. 1000328416_1 which expires on 10/31/2008, and is not for resale.

User Notes: (3310834090)

AIA Document A201™ - 1997
General Conditions of the Contract for Construction

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text.

This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.

This document has been approved and endorsed by The Associated General Contractors of America

for the following PROJECT:
(Name and location or address):
Hansen Medical
800 East Middlefield Avenue
Mountain View, CA 94043
WLB Project #71063

THE OWNER:
(Name and address):
Hansen Medical
380 North Bernardo Avenue
Mountain View, CA 94043

THE ARCHITECT:
(Name and address):
DGA
550 Ellis Street
Mountain View, CA 94043

TABLE OF ARTICLES

1 GENERAL PROVISIONS

2 OWNER

3 CONTRACTOR

4 ADMINISTRATION OF THE CONTRACT

5 SUBCONTRACTORS

6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

7 CHANGES IN THE WORK

8 TIME

9 PAYMENTS AND COMPLETION

10 PROTECTION OF PERSONS AND PROPERTY

11 INSURANCE AND BONDS

12 UNCOVERING AND CORRECTION OF WORK

13 MISCELLANEOUS PROVISIONS

AIA Document A201™ -1997. Copyright ^© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 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 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. This document was produced by AIA software at 15:43:52 on 11/13/2007 under Order No. 1000328416_1 which expires on 10/31/2008, and is not for resale.

User Notes: (2934357826)

14 TERMINATION OR SUSPENSION OF THE CONTRACT

INDEX
(Numbers and Topics in Bold are Section Headings)

Acceptance of Nonconforming Work
9.6.6, 9.9.3, 12.3
Acceptance of Work
9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3
Access to Work
3.16, 6.2.1, 12.1
Accident Prevention
4.2.3, 10
Acts and Omissions
3.2, 3.3.2,3.12.8,3.18,4.2.3,4.3.8,4.4.1,8.3.1,
9.5.1,10.2.5, 13.4.2, 13.7,14.1
Addenda
1.1.1,3.11
Additional Costs, Claims for
4.3.4,4.3.5,4.3.6, 6.1.1, 10.3
Additional Inspections and Testing
9.8.3, 12.2.1 , 13.5
Additional Time, Claims for
4.3.4, 4.3.7, 8.3.2
ADMINISTRATION OF THE CONTRACT
3.1.3, 4 , 9.4, 9.5
Advertisement or Invitation to Bid
1.1.1
Aesthetic Effect
4.2.13, 4.5.1
Allowances
3.8
All-risk Insurance
11.4.1.1
Applications for Payment
4.2.5,7.3.8, 9.2, 9.3 ,9.4,9.5.1,9.6.3,9.7.1,9.8.5,
9.10,11.1.3, l4.2.4, 14.4.3
Approvals
2.4,3.1.3, 3.5, 3.10.2,3.12, 4.2.7,9.3.2, 13.4.2,13.5
Arbitration
4.3.3, 4.4,4.5.1,4.5.2, 4.6 ,8.3.1,9.7.1,11.4.9,
11.4.10
Architect
4.1
Architect, Definition of
4.1.1
Architect, Extent of Authority
2.4,3.12.7,4.2, 4.3.6,4.4,5.2,6.3,7.1.2,7.3.6,7.4,
9.2, 9.3.1,9.4,9.5, 9.8.3,9.10.1, 9.10.3,12.1,12.2.1,
13.5.1, 13.5.2, 14.2.2, 14.2.4
Architect, Limitations of Authority and
Responsibility
2.1.1, 3.3.3,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1,
4.2.2, 4.2.3,4.2.6,4.2.7, 4.2.10,4.2.12,4.2.13,4.4,
5.2.1 , 7.4,9.4.2, 9.6.4,9.6.6
Architect’s Additional Services and Expenses
2.4,11.4.1.1,12.2.1,13.5.2,13.5.3,14.2.4
Architect’s Administration of the Contract
3.1.3, 4.2 ,4.3.4,4.4,9.4,9.5
Architect’s Approvals
2.4,3.1.3,3.5.1,3.10.2,4.2.7
Architect’s Authority to Reject Work
3.5.1,4.2.6,12.1.2,12.2.1
Architect’s Copyright
1.6
Architect’s Decisions
4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.3.4,4.4.1,4.4.5,
4.4.6,4.5,6.3,7.3.6,7.3.8,8.1.3,8.3.1,9.2,9.4,
9.5.1,9.8.4,9.9.1,13.5.2,14.2.2,14.2.4
Architect’s Inspections
4.2.2,4.2.9,4.3.4,9.4.2, 9.8.3,9.9.2,9.10.1,13.5
Architect’s Instructions
3.2.3,3.3.1,4.2.6,4.2.7,4.2.8,7.4.1,12.1,13.5.2
Architect’s Interpretations
4.2.11,4.2.12,4.3.6
Architect’s Project Representative
4.2.10
Architect’s Relationship with Contractor
1.1.2,1.6,3.1.3,3.2.1,3.2.2,3.2.3,3.3.1,3.4.2,3.5.1,
3.7.3, 3.10,3.11,3.12,3.16,3.18,4.1.2,4.1.3,4.2,
4.3.4,4.4.1,4.4.7,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4,
9.5,9.7,9.8,9.9, 10.2.6,10.3,11.3,11.4.7,12,
13.4.2, 13.5
Architect’s Relationship with Subcontractors
1.1.2,4.2.3,4.2.4,4.2.6,9.6.3,9.6.4, 11.4.7
Architect’s Representations
9.4.2,9.5.1,9.10.1
Architect’s Site Visits
4.2.2,4.2.5,4.2.9,4.3.4,9.4.2,9.5.1,9.9.2,9.10.1,
13.5
Asbestos
10.3.1
Attorneys’ Fees
3.18.1,9.10.2,10.3.3
Award of Separate Contracts
6.1.1,6.1.2
Award of Subcontracts and Other Contracts for
Portions of the Work
5.2
Basic Definitions
1.1
Bidding Requirements
1.1.1,1.1.7,5.2.1,11.5.1
Boiler and Machinery Insurance
11.4.2
Bonds, Lien
9.10.2
Bonds, Performance, and Payment
7.3.6.4,9.6.7,9.10.3,11.4.9,11.5
Building Permit
3.7.1
Capitalization
1.3
Certificate of Substantial Completion

9.8.3,9.8.4,9.8.5
Certificates for Payment
4.2.5,4.2.9,9.3.3, 9.4 ,9.5,9.6.1,9.6.6,9.7.1,9.10.1,
9.10.3, 13.7,14.1.1.3, 14.2.4
Certificates of Inspection, Testing or Approval
13.5.4
Certificates of Insurance
9.10.2,11.1.3
Change Orders
1.1.1,2.4.1,3.4.2,3.8.2.3,3.11.1,3.12.8,4.2.8,4.3.4,
4.3.9,5.2.3,7.1, 7.2 ,7.3,8.3.1,9.3.1.1,9.10.3,
11.4.1.2,11.4.4,11.4.9,12.1.2
Change Orders, Definition of
7.2.1
CHANGES IN THE WORK
3.11,4.2.8, 7 , 8.3.1,9.3.1.1, 11.4.9
Claim, Definition of
4.3.1
Claims and Disputes
3.2.3, 4.3 ,4.4, 4.5,4.6, 6.1.1,6.3,7.3.8,9.3.3,9.10.4,
10.3.3
Claims and Timely Assertion of Claims
4.6.5
Claims for Additional Cost
3.2.3, 4.3.4, 4.3.5 ,4.3.6,6.1.1,7.3.8, 10.3.2
Claims for Additional Time
3.2.3,4.3.4, 4.3.7 , 6.1.1,8.3.2, 10.3.2
Claims for Concealed or Unknown Conditions
4.3.4
Claims for Damages
3.2.3,3.18,4.3.10, 6.1.1,8.3.3,9.5.1,9.6.7,10.3.3,
11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4
Claims Subject to Arbitration
4.4.1 , 4.5.1, 4.6.1
Cleaning Up
3.15,6.3
Commencement of Statutory Limitation Period
13.7
Commencement of the Work, Conditions Relating to
2.2. 1, 3.2.1,3.4.1,3.7.1,3.10.1,3.12.6,4.3.5,5.2.1,
5.2.3, 6.2.2,8.1.2,8.2.2,8.3.1,11.1, 11.4.1,11.4.6,
11.5.1
Commencement of the Work, Definition of
8.1.2
Communications Facilitating Contract
Administration
3.9.1, 4.2.4
Completion, Conditions Relating to
1.6.1,3.4.1, 3.11, 3.15,4.2.2,4.2.9,8.2,9.4.2,9.8,
9.9.1,9.10, 12.2,13.7,14.1.2
COMPLETION, PAYMENTS AND
9
Completion, Substantial
4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3,
9.10.4.2,12.2,13.7
Compliance with Laws
1.6.1, 3.2.2,3.6,3.7,3.12.10,3.13, 4.1.1,4.4.8, 4.6.4,
4.6.6,9.6.4,10.2.2,11.1,11.4, 13.1,13.4, 13.5.1,
13.5.2,13.6,14.1.1,14.2.1.3
Concealed or Unknown Conditions
4.3.4,8.3.1, 10.3
Conditions of the Contract
1.1.1,1.1.7,6.1.1,6.1.4
Consent, Written
1.6,3.4.2,3.12.8,3.14.2,4.1.2, 4.3.4,4.6.4,9.3.2,
9.8.5,9.9.1,9.10.2,9.10.3,11.4.1, 13.2,13.4.2
CONSTRUCTION BY OWNER OR BY
SEPARATE CONTRACTORS
1.1.4, 6
Construction Change Directive, Definition of
7.3.1
Construction Change Directives
1.1.1,3.12.8,4.2.8,4.3.9,7.1, 7.3 ,9.3.1.1
Construction Schedules, Contractor’s
1.4.1.2,3.10,3.12.1,3.12.2,4.3.7.2,6.1.3
Contingent Assignment of Subcontracts
5.4, 14.2.2.2
Continuing Contract Performance
4.3.3
Contract, Definition of
1.1.2
CONTRACT, TERMINATION OR
SUSPENSION OF THE
5.4.1.1 , 11.4.9, 14
Contract Administration
3.1.3,4,9.4,9.5
Contract Award and Execution, Conditions Relating
to
3.7.1,3.10,5.2,6.1,11.1.3, 11.4.6,11.5.1
Contract Documents, The
1.1,1.2
Contract Documents, Copies Furnished and Use of
1.6,2.2.5, 5.3
Contract Documents, Definition of
1.1.1
Contract Sum
3.8,4.3.4,4.3.5,4.4.5,5.2.3,7.2, 7.3, 7.4, 9.1 , 9.4.2,
9.5.1.4,9.6.7,9.7,10.3.2,11.4.1, 14.2.4, 14.3.2
Contract Sum, Definition of
9.1
Contract Time
4.3.4,4.3.7,4.4.5,5.2.3,7.2.1.3, 7.3, 7.4,8.1.1,8.2,
8.3.1,9.5.1,9.7,10.3.2,12.1.1, 14.3.2
Contract Time, Definition of
8.1.1
CONTRACTOR
3
Contractor, Definition of
3.1,6.1.2
Contractor’s Construction Schedules
1.4.1.2, 3.10 ,3.12.1,3.12.2,4.3.7.2, 6.1.3
Contractor’s Employees

3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 10.3,
11.1.1,11.4.7, 14.1, 14.2.1.1 ,
Contractor’s Liability Insurance
11.1
Contractor’s Relationship with Separate Contractors
and Owner’s Forces
3.12.5,3.14.2,4.2.4, 6, 11.4.7, 12.1.2, 12.2.4
Contractor’s Relationship with Subcontractors
1.2.2,3.3.2,3.18.1,3.18.2,5,9.6.2,9.6.7,9.10.2,
11.4.1.2, 11.4.7, 11.4.8
Contractor’s Relationship with the Architect
1.1.2,1.6,3.1.3,3.2.1, 3.2.2,3.2.3,3.3.1,3.4.2,3.5.1,
3.7.3, 3.10,3.11,3.12,3.16,3.18, 4.1.2,4.1.3,4.2,
4.3.4,4.4.1 ,4.4.7,5.2, 6.2.2,7,8.3.1,9.2,9.3,9.4,
9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3,11.4.7,12,
13.4.2,13.5
Contractor’s Representations
1.5.2,3.5.1, 3.12.6, 6.2.2,8.2.1,9.3.3, 9.8.2
Contractor’s Responsibility for Those Performing the
Work
3.3.2,3.18,4.2.3,4.3.8,5.3.1,6.1.3, 6.2, 6.3, 9.5.1,
10
Contractor’s Review ofContract Documents
1.5.2,3.2,3.7.3
Contractor’s Right to Stop the Work
9.7
Contractor’s Right to Terminate the Contract
4.3.10,14.1
Contractor’s Submittals
3.10,3.11, 3.12,4.2.7,5.2.1,5.2.3,7.3.6,9.2, 9.3,
9.8.2,9.8.3,9.9.1,9.10.2,9.10.3, 11.1.3,11.5.2
Contractor’s Superintendent
3.9, 10.2.6
Contractor’s Supervision and Construction
Procedures
1.2.2, 3.3,3.4,3.12.10, 4.2.2,4.2.7,4.3.3,6.1.3,
6.2.4,7.1.3,7.3.4,7.3.6,8.2,10, 12, 14
Contractual Liability Insurance
11.1.1.8, 11.2, 11.3
Coordination and Correlation
1.2, 1.5.2,3.3.1,3.10,3.12.6, 6.1.3,6.2.1
Copies Furnished of Drawings and Specifications
1.6, 2.2.5, 3.11
Copyrights
1.6,3.17
Correction of Work
2.3,2.4,3.7.4,4.2.1,9.4.2,9.8.2,9.8.3, 9.9.1, 12.1.2,
12.2, 13.7.1.3
Correlation and Intent of the Contract Documents
1.2
Cost, Definition of
7.3.6
Costs
2.4,3.2.3,3.7.4,3.8.2,3.15.2,4.3,5.4.2,6.1.1,6.2.3,
7.3.3.3,7.3.6,7.3.7,7.3.8,9.10.2, 10.3.2, 10.5,11.3,
11.4, 12.1, 12.2.1, 12.2.4,13.5, 14
Cutting and Patching
6.2.5, 3.14
Damage to Construction ofOwner or Separate
Contractors
3.14.2, 6.2.4, 9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1,
11.4, 12.2.4
Damage to the Work
3.14.2,9.9.1,10.2.1.2,10.2.5,10.6,11.4,12.2.4
Damages, Claims for
3.2.3,3.18,4.3.10,6.1.1,8.3.3,9.5.1,9.6.7,10.3.3,
11.1.1,11.4.5, 11.4.7, 14.1.3, 14.2.4
Damages for Delay
6.1.1, 8.3.3,9.5.1.6,9.7, 10.3.2
Date of Commencement of the Work, Definition of
8.1.2
Date of Substantial Completion, Definition of
8.1.3
Day, Definition of
8.1.4
Decisions of the Architect
4.2.6,4.2.7,4.2.11, 4.2.12,4.2.13,4.3.4,4.4.1,4.4.5,
4.4.6,4.5,6.3,7.3.6,7.3.8,8.1.3,8.3.1,9.2,9.4,
9.5.1,9.8.4,9.9.1, 13.5.2, 14.2.2, 14.2.4
Decisions to Withhold Certification
9.4.1, 9.5 , 9.7,14.1.1.3
Defective or Nonconforming Work, Acceptance,
Rejection and Correction of
2.3,2.4, 3.5.1,4.2.6,6.2.5,9.5.1,9.5.2,9.6.6,9.8.2,
9.9.3,9.10.4,12.2.1,13.7.1.3
Defective Work, Definition of
3.5. 1
Definitions
1.1,2.1.1,3.1,3.5.1,3.12.1,3.12.2, 3.12.3,4.1.1,
4.3.1,5.1,6.1.2,7.2.1,7.3.1,7.3.6,8.1, 9.1,9.8.1
Delays and Extensions of Time
3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3,7.2.1,7.3.1,
7.4.1, 8.3 ,9.5.1,9.7.1,10.3.2, 10.6.1,14.3.2
Disputes
4.1.4,4.3,4.4,4.5, 4.6, 6.3, 7.3.8
Documents and Samples at the Site
3.11
Drawings, Definition of
1.1.5
Drawings and Specifications, Use and Ownership of
1.1.1, 1.3,2.2.5,3.11,5.3
Effective Date of Insurance
8.2.2, 11.1.2
Emergencies
4.3.5, 10.6 , 14.1.1.2
Employees, Contractor’s
3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6,10.2, 10.3,
11.1.1 , 11.4.7, 14. 1, 14.2. 1.1
Equipment, Labor, Materials and
1.1.3, 1.1.6,3.4,3.5.1,3.8.2,3.8.3,3.12,3.13, 3.15.1,
4.2.6,4.2.7,5.2.1,6.2.1,7.3.6, 9.3.2,9.3.3,9.5.1.3,
9.10.2,10.2.1,10.2.4,14.2.1.2
Execution and Progress of the Work

1.1.3,1.2.1,1.2.2,2.2.3,2.2.5,3.1, 3.3,3.4, 3.5,3.7,
3.10,3.12,3.14,4.2.2,4.2.3,4.3.3,6.2.2,7.1.3,7.3.4,
8.2, 9.5, 9.9.1, 10.2,10.3, 12.2, 14.2, 14.3
Extensions ofTime
3.2.3,4.3.1, 4.3.4,4.3.7,4.4.5,5.2.3,7.2.1,7.3,7.4.1 ,
9.5.1, 9.7.1,10.3.2,10.6.1,14.3.2
Failure of Payment
4.3.6,9.5.1.3, 9.7 ,9.10.2,14.1.1.3,14.2.1.2,13.6
Faulty Work
(See Defective or Nonconforming Work)
Final Completion and Final Payment
4.2.1,4.2.9,4.3.2,9.8.2, 9.10 ,11.1.2,11.1.3,11.4.1,
11.4.5,12.3.1, 13.7,14.2.4, 14.4.3
Financial Arrangements, Owner’s
2.2.1,13.2.2, 14.1.1.5
Fire and Extended Coverage Insurance
11.4
GENERAL PROVISIONS
1
Governing Law
13.1
Guarantees ( See Warranty)
Hazardous Materials
10.2.4, 10.3 , 10.5
Identification of Contract Documents
1.5.1
Identification of Subcontractors and Suppliers
5.2.1
Indemnification
3.17, 3.18 , 9.10.2,10.3.3,10.5,11.4.1.2,11.4.7
Information and Services Required of the Owner
2. 1.2, 2.2 ,3.2.1 , 3.12.4, 3.12.10,4.2.7,4.3.3, 6.1.3,
6.1.4,6.2.5,9.3.2,9.6.1,9.6.4,9.9.2, 9.10.3,10.3.3,
11.2,11.4, 13.5.1,13.5.2,14.1. 1.4, 14.1.4
Injury or Damage to Person or Property
4.3.8, 10.2, 10.6
Inspections
3.1.3,3.3.3, 3.7.1,4.2.2,4.2.6,4.2.9,9.4.2,9.8.2,
9.8.3,9.9.2, 9.10.1,12.2.1,13.5
Instructions to Bidders
1.1.1
Instructions to the Contractor
3.2.3, 3.3.1,3.8.1,4.2.8,5.2.1 , 7, 12,8.2.2, 13.5.2
Insurance
3.18.1,6.1.1,7.3.6,8.2.1,9.3.2,9.8.4,9.9.1,9.10.2,
9.10.5, 11
Insurance, Boiler and Machinery
11.4.2
Insurance, Contractor’s Liability
11.1
Insurance, Effective Date of
8.2.2, 11.1.2
Insurance, Loss of Use
11.4.3
Insurance, Owner’s Liability
11.2
Insurance, Project Management Protective
Liability
11.3
Insurance,Property
10.2.5, 11.4
Insurance, Stored Materials
9.3.2, 11.4.1.4
INSURANCE AND BONDS
11
Insurance Companies, Consent to Partial Occupancy
9.9.1, 11.4.1.5
Insurance Companies, Settlement with
11.4.10
Intent of the Contract Documents
1.2.1,4.2.7,4.2.12,4.2.13,7.4
Interest
13.6
Interpretation
1.2.3, 1.4 ,4.1.1,4.3.1,5.1,6.1.2,8.1.4
Interpretations, Written
4.2.11,4.2.12, 4.3.6
Joinder and Consolidation of Claims Required
4.6.4
Judgment on Final Award
4.6.6
Labor and Materials, Equipment
1.1.3,1.1.6, 3.4 , 3.5.1,3.8.2,3.8.3,3.12,3.13,3.15.1,
42.6,4.2.7,5.2.1,6.2.1,7.3.6, 9.3.2,9.3.3,9.5.1.3,
9.10.2,10.2.1,10.2.4,14.2.1.2
Labor Disputes
8.3.1
Laws and Regulations
1.6,3.2.2,3.6,3.7,3.12.10,3.13,4.1.1,4.4.8,4.6,
9.6.4,9.9.1,10.2.2,11.1,11.4,13.1, 13.4,13.5.1,
13.5.2, 13.6, 14
Liens
2.1.2,4.4.8,8.2.2,9.3.3,9.10
Limitation on Consolidation or Joinder
4.6.4
Limitations, Statutes of
4.6.3, 12.2.6, 13.7
Limitations of Liability
2.3,3.2.1,3.5.1,3.7.3,3.12.8,3.12.10,3.17,3.18,
4.2.6,4.2.7,4.2.12,6.2.2,9.4.2,9.6.4, 9.6.7,9.10.4,
10.3.3,10.2.5,11.1.2,11.2.1,11.4.7,12.2.5, 13.4.2
Limitations of Time
2.1.2,2.2,2.4,3.2.1,3.7.3,3.10,3.11,3.12.5,3.15.1,
4.2.7,4.3,4.4,4.5,4.6,5.2,5.3, 5.4,6.2.4,7.3,7.4,
8.2,9.2,9.3.1,9.3.3,9.4.1,9.5,9.6,9.7,9.8,9.9,
9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5,
13.7, 14
Loss of Use Insurance
11.4.3
Material Suppliers
1.6,3.12.1,4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.6,9.10.5
Materials, Hazardous
10.2.4, 10.3, 10.5

Materials, Labor, Equipment and
1.1.3,1.1.6,1.6.1,3.4,3.5.1,3.8.2,3.8.23,3.12, 3.13,
3.15.1,4.2.6,4.2.7,5.2.1,6.2.1, 7.3.6,9.3.2,9.3.3,
9.5.1.3, 9.10.2, 10.2.1,10.2.4, 14.2.1.2
Means, Methods, Techniques, Sequences and
Procedures of Construction
3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2
Mechanic’s Lien
4.4.8
Mediation
4.4.1,4.4.5,4.4.6,4.4.8, 4.5 , 4.6.1, 4.6.2,8.3.1,10.5
Minor Changes in the Work
1.1.1,3.12.8, 4.2.8, 4.3.6, 7.1, 7.4
MISCELLANEOUS PROVISIONS
13
Modifications, Definition of
1.1.1
Modifications to the Contract
1.1.1, 1.1.2,3.7.3, 3.11,4.1.2,4.2.1,5.2.3,7,8.3.1,
9.7, 10.3.2, 11.4.1
Mutual Responsibility
6.2
Nonconforming Work, Acceptance of
9.6.6, 9.9.3, 12.3
Nonconforming Work, Rejection and Correction of
2.3,2.4,3.5.1,4.2.6,6.2.5,9.5.1,9.8.2, 9.9.3,9.10.4,
12.2.1, 13.7.1.3
Notice
2.2.1, 2.3,2.4, 3.2.3,3.3.1,3.7.2,3.7.4,3.12.9,4.3,
4.4.8,4.6.5,5.2.1,8.2.2,9.7,9.10, 10.2.2, 11.1.3,
11.4.6,12.2.2, 12.2.4, 13.3, 13.5.1,13.5.2,14.1, 14.2
Notice, Written
2.3,2.4,3.3.1, 3.9, 3.12.9,3.12.10,4.3, 4.4.8,4.6.5,
5.2.1,8.2.2, 9.7,9.10, 10.2.2, 10.3, 11.1.3,11.4.6,
12.2.2, 12.2.4, 13.3 , 14
Notice of Testing and Inspections
13.5.1, 13.5.2
Notice to Proceed
8.2.2
Notices, Permits, Fees and
2.2.2, 3.7 , 3.13, 7.3.6.4, 10.2.2
Observations, Contractor’s
1.5.2,3.2,3.7.3,4.3.4
Occupancy
2.2.2, 9.6.6, 9.8, 11.4.1.5
Orders, Written
1.1.1,2.3, 3.9,4.3.6, 7, 8.2.2, 11.4.9,12.1, 12.2,
13.5.2, 14.3.1
OWNER
2
Owner, Definition of
2.1
Owner, Information and Services Required of the
2.1.2, 2.2 , 3.2.1,3.12.4, 3.12.10,4.2.7,4.3.3,6.1.3,
6.1.4,6.2.5,9.3.2, 9.6.1,9.6.4,9.9.2,9.10.3,10.3.3,
11.2,11.4,13.5.1 , 13.5.2, 14.1.1.4, 14.1.4
Owner’s Authority
1.6,2.1.1,2.3, 2.4,3.4.2,3.8.1,3.12.10,3.14.2,4.1.2,
4.1.3,4.2.4, 4.2.9, 4.3.6, 4.4.7, 5.2.1,5.2.4, 5.4.1,
6.1,6.3,7.2.1,7.3.1, 8.2.2,8.3.1,9.3.1,9.3.2,9.5.1,
9.9.1,9.10.2, 10.3.2,11.1.3,11.3.1,11.4.3,11.4.10,
12.2.2, 12.3.1,13.2.2, 14.3, 14.4
Owner’s Financial Capability
2.2.1, 13.2.2, 14.1.1.5
Owner’s Liability Insurance
11.2
Owner’s Loss of Use Insurance
11.4.3
Owner’s Relationship with Subcontractors
1.1.2, 5.2,5.3, 5.4,9.6.4,9.10.2, 14.2.2
Owner’s Right to Carry Out the Work
2.4, 12.2.4. 14.2.2.2
Owner’s Right to Clean Up
6.3
Owner’s Right to Perform Construction and to
Award Separate Contracts
6.1
Owner’s Right to Stop the Work
2.3
Owner’s Right to Suspend the Work
14.3
Owner’s Right to Terminate the Contract
14.2
Ownership and Use of Drawings, Specifications
and Other Instruments of Service
1.1.1, 1.6 , 2.2.5,3.2.1,3.11.1, 3.17.1,4.2.12, 5.3
Partial Occupancy or Use
9.6.6, 9.9 , 11.4.1.5
Patching, Cutting and
3.14,6.2.5
Patents
3.17
Payment, Applications for
4.2.5,7.3.8,9.2, 9.3 , 9.4,9.5.1,9.6.3,9.7.1,9.8.5,
9.10.1,9.10.3,9.10.5,11.1.3,14.2.4, 14.4.3
Payment, Certificates for
4.2.5,4.2.9,9.3.3, 9.4 , 9.5,9.6.1,9.6.6,9.7.1,9.10.1,
9.10.3,13.7,14.1.1.3,14.2.4
Payment, Failure of
4.3.6,9.5.1.3, 9.7 , 9.10.2, 14.1.1.3, 14.2.1.2,13.6
Payment, Final
4.2.1,4.2.9,4.3.2,9.8.2, 9.10,11.1.2,11.1.3,11.4.1,
11.4.5, 12.3.1, 13.7,14.2.4, 14.4.3
Payment Bond, Performance Bond and
7.3.6.4,9.6.7,9.10.3,11.4.9, 11.5
Payments, Progress
4.3.3, 9.3,9.6,9.8.5, 9.10.3, 13.6, 14.2.3
PAYMENTS AND COMPLETION
9
Payments to Subcontractors
5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8,
14.2.1.2
PCB
10.3.1

Performance Bond and Payment Bond
7.3.6.4,9.6.7,9.10.3, 11.4.9, 11.5
Permits, Fees and Notices
2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2
PERSONS AND PROPERTY, PROTECTION OF
10
Polychlorinated Biphenyl
10.3.1
Product Data, Definition of
3.12.2
Product Data and Samples, Shop Drawings
3.11, 3.12 , 4.2.7
Progress and Completion
4.2.2,4.3.3, 8.2 , 9.8, 9.9.1,14.1.4
Progress Payments
4.3.3, 9.3, 9.6 , 9.8.5, 9.10.3, 13.6, 14.2.3
Project, Definition of the
1.1.4
Project Management Protective Liability
Insurance
11.3
Project Manual,.Definition of the
1.1.7
Project Manuals
2.2.5
Project Representatives
4.2.10
Property Insurance
10.2.5, 11.4
PROTECTION OF PERSONS AND PROPERTY
10
Regulations and Laws
1.6,3.2.2, 3.6,3.7,3.12.10,3.13,4.1.1,4.4.8,4.6,
9.6.4, 9.9.1,10.2.2,11.1,11.4,13.1, 13.4,13.5.1,
13.5.2, 13.6, 14
Rejection of Work
3.5.1,4.2.6, 12.2.1
Releases and Waivers of Liens
9.10.2
Representations
1.5.2, 3.5.1,3.12.6,6.2.2, 8.2.1,9.3.3,9.4.2,9.5.1,
9.8.2,9.10.1
Representatives
2. 1.1, 3.1.1 , 3.9, 4.1.1 , 4.2.1,4.2.10,5.1.1,5.1.2,
13.2.1
Resolution of Claims and Disputes
4.4, 4.5, 4.6
Responsibility for Those Performing the Work
3.3.2,3.18, 4.2.3,4.3.8,5.3.1,6.1.3,6.2,6.3,9.5.1,
10
Retainage
9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3
Review of Contract Documents and Field
Conditions by Contractor
1.5.2, 3.2 , 3.7.3,3.12.7,6.1.3
Review of Contractor’s Submittals by Owner and Architect
3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2
Review of Shop Drawings, Product Data and
Samples by Contractor
3.12
Rights and Remedies
1.1.2,2.3,2.4,3.5.1,3.15.2,4.2.6,4.3.4,4.5,4.6,5.3,
5.4,6.1,6.3,7.3.1,8.3,9.5.1,9.7, 10.2.5,10.3,
12.2.2, 12.2.4, 13.4 , 14
Royalties, Patents and Copyrights
3.17
Rules and Notices for Arbitration
4.6.2
Safety of Persons and Property
10.2,10.6
Safety Precautions and Programs
3.3.1,4.2.2,4.2.7,5.3.1, 10.1 , 10.2,10.6
Samples, Definition of
3.12.3
Samples, Shop Drawings, Product Data and
3.11, 3.12 , 4.2.7
Samples at the Site, Documents and
3.11
Schedule of Values
9.2,9.3.1
Schedules,
1.4.1.2,3.10, 3.Construction12.1, 3.12.2, 4.3.7.2,
6.1.3
Separate Contracts and Contractors
1.1.4,3.12.5,3.14.2,4.2.4,4.2.7,4.6.4,6,8.3.1,
11.4.7, 12.1.2, 12.2.5
Shop Drawings, Definition of
3.12.1
Shop Drawings, Product Data and Samples
3.11,3.12,4.2.7
Site, Use of
3.13, 6.1.1, 6.2.1
Site Inspections
1.2.2,3.2.1,3.3.3,3.7.1,4.2, 4.3.4,9.4.2,9.10.1,13.5
Site Visits, Architect’s
4.2.2,4.2.9,4.3.4,9.4.2,9.5.1,9.9.2,9.10.1,13.5
Special Inspections and Testing
4.2.6, 12.2.1, 13.5
Specifications, Definition of the
1.1.6
Specifications, The
1.1.1, 1.1.6 , 1.1.7,1.2.2,1.6,3.11,3.12.10,3.17
Statute of Limitations
4.6.3, 12.2.6, 13.7
Stopping the Work
2.3, 4.3.6,9.7, 10.3, 14.1
Stored Materials
6.2.1,9.3.2,10.2.1.2,10.2.4, 11.4.1.4
Subcontractor, Definition of
5.1.1
SUBCONTRACTORS

5
Subcontractors, Work by
1.2.2, 3.3.2, 3.12.1,4.2.3, 5.2.3, 5.3,5.4,9.3.1.2,
9.6.7
Subcontractual Relations
5.3,5.4,9.3.1.2,9.6,9.10 10.2.1, 11.4.7, 11.4.8, 14.1,
14.2.1, 14.3.2
Submittals
1.6,3.10,3.11,3.12, 4.2.7,5.2.1, 5.2.3,7.3.6,9.2,
9.3,9.8,9.9.1,9.10.2, 9.10.3,11.1.3
Subrogation, Waivers of
6.1.1,11.4.5, 11.4.7
Substantial Completion
4.2.9,8.1.1,8.1.3,8.2.3, 9.4.2, 9.8 , 9.9.1,9.10.3,
9.10.4.2,12.2, 13.7
Substantial Completion, Definition of
9.8.1
Substitution of Subcontractors
5.2.3,5.2.4
Substitution of Architect
4.1.3
Substitutions of Materials
3.4.2,3.5.1,7.3.7
Sub-subcontractor, Definition of
5.1.2
Subsurface Conditions
4.3 .4
Successors and Assigns
13.2
Superintendent
3.9,10.2.6
Supervision and Construction Procedures
1.2.2, 3.3 , 3.4,3.12.10, 4.2.2, 4.2.7,4.3.3, 6.1.3,
6.2.4,7.1.3,7.3.6,8.2,8.3.1,9.4.2,10, 12,14
Surety
4.4.7, 5.4.1.2, 9.8.5, 9.10.2,9.10.3,14.2.2
Surety, Consent of
9.10.2,9.10.3
Surveys
2.2.3
Suspension by the Owner for Convenience
14.4
Suspension of the Work
5.4.2,14.3
Suspension or Termination of the Contract
4.3.6,5.4.1.1,11.4.9,14
Taxes
3.6, 3.8.2.1,7.3.6.4
Termination by the Contractor
4.3.10, 14.1
Termination by the Owner for Cause
4.3.10,5.4.1.1, 14.2
Termination of the Architect
4.1 .3
Termination of the Contractor
14.2.2
TERMINATION OR SUSPENSION OF THE
CONTRACT
14
Tests and Inspections
3.1.3,3.3.3,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3,9.9.2,
9.10.1,10.3.2, 11.4.1.1,12.2.1, 13.5
TIME
8
Time, Delays and Extensions of
3.2.3,4.3.1,4.3.4, 4.3.7,4.4.5,5.2.3,7.2.1,7.3.1,
7.4.1, 8.3 , 9.5.1,9.7.1,10.3.2, 10.6.1,14.3.2
Time Limits
2.1.2,2.2,2.4,3.2.1,3.7.3,3.10,3.11,3.12.5,3.15.1,
4.2,4.3,4.4,4.5,4.6,5.2,5.3,5.4, 6.2.4,7.3,7.4,
8.2,9.2,9.3.1,9.3.3,9.4.1,9.5,9.6,9.7,9.8,9.9,
9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5,
13.7, 14
Time Limits on Claims
4.3.2, 4.3.4, 4.3.8, 4.4, 4.5, 4.6
Title to Work
9.3.2, 9.3.3
UNCOVERING AND CORRECTION OF
WORK
12
Uncovering of Work
12.1
Unforeseen Conditions
4.3.4,8.3.1,10.3
Unit Prices
4.3.9,7.3.3.2
Use of Documents
1.1 .1,1.6,2.2.5,3.12.6, 5.3
Use of Site
3.13, 6.1.1, 6.2.1
Values, Schedule of
9.2, 9.3.1
Waiver of Claims by the Architect
13.4.2
Waiver of Claims by the Contractor
4.3.10, 9.10.5,11.4.7,13.4.2
Waiver of Claims by the Owner
4.3.10,9.9.3,9.10.3,9.10.4,11.4.3,11.4.5,11.4.7,
12.2.2.1, 13.4.2, 14.2.4
Waiver of Consequential Damages
4.3.10, 14.2.4
Waiver of Liens
9.10.2, 9.10.4
Waivers of Subrogation
6.1.1,11.4.5, 11.4.7
Warranty
3.5,4.2.9,4.3.5.3,9.3.3,9.8.4,9.9.1,9.10.4,12.2.2,
13.7.1.3
Weather Delays
4.3.7.2
Work, Definition of
1.1.3
Written Consent

1.6,3.4.2,3.12.8,3.14.2,4.1.2,4.3.4,4.6.4,9.3.2,
9.8.5,9.9.1,9.10.2,9.10.3,11.4.1, 13.2,13.4.2
Written Interpretations
4.2.11 , 4.2.12,4.3.6
Written Notice
2.3,2.4,3.3.1,3.9,3.12.9,3.12.10,4.3,4.4.8,4.6.5,
5.2.1,8.2.2,9.7,9.10,10.2.2,10.3, 11.1.3,11.4.6,
12.2.2, 12.2.4, 13.3 , 14
Written Orders
1.1.1,2.3,3.9,4.3.6,7,8.2.2,11.4.9,12.1,12.2,
13.5.2, 14.3.1

ARTICLE 1 GENERAL PROVISIONS

§ 1.1 BASIC DEFINITIONS

§ 1.1.1 THE CONTRACT DOCUMENTS

The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter 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. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include other documents such as bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor’ s bid or portions of Addenda relating to bidding requirements).

§ 1.1.2 THE CONTRACT

The Contract Documents form the Contract for Construction. 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 Contractor, (2) between the Owner and a Subcontractor or Sub-subcontractor, (3) between the Owner and Architect or (4) between any persons or entities other than the Owner and Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect’s duties.

§ 1.1.3 THE WORK

The term “Work” means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. The Work may constitute the whole or a part of the Project.

§ 1.1.4 THE PROJECT

The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors.

§ 1.1.5 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.

§ 1.1.6 THE SPECIFICATIONS

The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services.

§ 1.1.7 THE PROJECT MANUAL

The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications.

§ 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS

§ 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor 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.

§ 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade.

§ 1.2.3 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings.

§ 1.3 CAPITALIZATION

§ 1.3.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects.

§ 1.4 INTERPRETATION

§ 1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as “all” and “any” and articles such as “the” and “an,” but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement.

§ 1.5 EXECUTION OF CONTRACT DOCUMENTS

§ 1.5.1 The Contract Documents shall be signed by the Owner and Contractor. If either the Owner or Contractor or both do not sign all the Contract Documents, the Architect shall identify such unsigned Documents upon request.

§ 1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the s~te, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents.

§ 1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE

§ 1.6.1 The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect and the Architect’s consultants are Instruments of Service through which the Work to be executed by the Contractor is described. The Contractor may retain one record set. Neither the Contractor nor any Subcontractor, Sub-subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect or the Architect’s consultants, and unless otherwise indicated the Architect and the Architect’s consultants shall be deemed the authors of them and will retain all common law, statutory and other reserved rights, in addition to the copyrights. All copies of Instruments of Service, except the Contractor’s record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect and the Architect’s consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub-subcontractor or material or equipment supplier 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. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect and the Architect’s consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect and the Architect’s consultants. 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’ copyrights or other reserved rights.

ARTICLE 2 OWNER

§ 2.1 GENERAL

§ 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner’s approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term “Owner” means the Owner or the Owner’s authorized representative.

§ 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic’s lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner’s interest therein.

§ 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER

§ 2.2.1 The Owner shall, at the written request of the Contractor, prior to commencement of the Work and thereafter, furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner’s obligations under the Contract. Furnishing of such evidence shall be a condition precedent to commencement or

continuation of the Work. After such evidence has been furnished, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor.

§ 2.2.2 Except for permits and fees, including those required under Section 3.7.1, which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities.

§ 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work.

§ 2.2.4 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner with reasonable promptness. Any other information or services relevant to the Contractor’s performance of the Work under the Owner’s control shall be furnished by the Owner after receipt from the Contractor of a written request for such information or services.

§ 2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, such copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work.

§ 2.3 OWNER’S RIGHT TO STOP THE WORK

§ 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or persistently fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3.

§ 2.4 OWNER’S RIGHT TO CARRY OUT THE WORK

§ 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the Contractor a second written notice to correct such deficiencies within a three-day period. If the Contractor within such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner’s expenses and compensation for the Architect’s additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner.

ARTICLE 3 CONTRACTOR

§ 3.1 GENERAL

§ 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term “Contractor” means the Contractor or the Contractor’s authorized representative.

§ 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents.

§ 3.1.3 The Contractor 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 other than the Contractor.

§ 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR

§ 3.2.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall 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 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or omissions discovered by the Contractor shall be reported promptly to the Architect as a request for information in such form as the Architect may require.

§ 3.2.2 Any design errors or o