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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KMw6oim3uykoVIAFauHb0n5De8fdDo13UqA8/wJvkSbOT2zLIxPU0cYMUwsinhqn Ad3nXIL165v2bokGuFnsHQ== 0000926274-02-000401.txt : 20021114 0000926274-02-000401.hdr.sgml : 20021114 20021114143447 ACCESSION NUMBER: 0000926274-02-000401 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLD NATIONAL BANCORP /IN/ CENTRAL INDEX KEY: 0000707179 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 351539838 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-15817 FILM NUMBER: 02824364 BUSINESS ADDRESS: STREET 1: 420 MAIN ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124641434 MAIL ADDRESS: STREET 1: 420 MAIN ST CITY: EVANSVILLE STATE: IN ZIP: 47708 FORMER COMPANY: FORMER CONFORMED NAME: O DATE OF NAME CHANGE: 19950822 10-Q 1 onb-902q.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number 1-15817 --------------------------------------------- OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) INDIANA 35-1539838 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 420 Main Street, Evansville, Indiana 47708 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code, (812) 464-1434 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to the filing requirements for at least the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock. The Registrant has one class of common stock (no par value) with 60,463,619 shares outstanding at October 31, 2002. OLD NATIONAL BANCORP FORM 10-Q INDEX PART I. FINANCIAL INFORMATION Item 1. Financial Statements Page No. -------- Consolidated Balance Sheet September 30, 2002 and 2001, and December 31, 2001 3 Consolidated Statement of Income Three and nine months ended September 30, 2002 and 2001 4 Consolidated Statement of Cash Flows Nine months ended September 30, 2002 and 2001 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14 Item 3. Quantitative and Qualitative Disclosures About Market Risk 18 Item 4. Controls and Procedures 18 PART II OTHER INFORMATION 19 SIGNATURES 20 FORM OF SECTION 302 CERTIFICATION 21 INDEX OF EXHIBITS 23 2

The accompanying notes are an integral part of this statement. 3

The accompanying notes are an integral part of this statement. 4

The accompanying notes are an integral part of this statement. 5 Old National Bancorp Notes to Consolidated Financial Statements 1. Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Old National Bancorp and its affiliate entities ("Old National"). All significant intercompany transactions and balances have been eliminated. In the opinion of management, the consolidated financial statements contain all the normal and recurring adjustments necessary for a fair statement of the financial position of Old National as of September 30, 2002 and 2001 and December 31, 2001, and the results of its operations for the three and nine months ended September 30, 2002 and 2001 and its cash flows for the nine months ended September 30, 2002 and 2001. Interim results do not necessarily represent annual results. 2. Impact of Accounting Changes In June 2001, the Financial Accounting Standards Board issued Statement No. 141, "Business Combinations" ("Statement 141"), and Statement No. 142, "Goodwill and Other Intangible Assets" ("Statement 142"). Statement 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Statement 141 also specifies the criteria for intangible assets acquired in a purchase method business combination to be recognized and reported apart from goodwill. Statement 142 requires companies to no longer amortize goodwill and intangible assets with indefinite useful lives, but to instead test those assets for impairment at least annually in accordance with the provisions of Statement 142. Under Statement 142, intangible assets with definite useful lives continue to be amortized over their respective estimated useful lives to their estimated residual values. Old National adopted the provisions of Statement 142 effective January 1, 2002. As of the date of adoption, Old National had unamortized goodwill in the amount of $82.8 million, and unamortized identifiable intangible assets in the amount of $4.4 million, all of which were subject to the transition provisions of Statements 141 and 142. As part of its adoption of Statement 142, Old National performed a transitional impairment test on its goodwill assets, which indicated no impairment charge was required. As of the date of transition, Old National had no indefinite-lived intangible assets recorded in its statement of financial condition. In addition, no material reclassifications or adjustments to the useful lives of definite-lived intangible assets were made as a result of adopting the new guidance. At September 30, 2002, the impact is an increase in net income of approximately $4.1 million or approximately $0.07 per share as a result of Old National no longer amortizing goodwill against earnings. The following table is a reconciliation of net income and earnings per share excluding goodwill amortization for the three and nine months periods ended September 30, 2001:

Refer to note 6 of the notes to consolidated financial statements for additional information regarding goodwill and intangible assets as of September 30, 2002. 6 3. Acquisition and Divestiture Activity On July 1, 2002, Old National completed the purchase of Fund Evaluation Group, Inc. ("FEG"), a Cincinnati, Ohio-based investment consulting firm. The transaction was accounted for as a purchase in accordance with Statement of Financial Accounting Standards No. 141. Definite-lived intangible assets of $9.0 million were recorded from this purchase, which are being amortized over ranges of 4 to 40 years. An indefinite-lived intangible asset of $2.8 million was also recorded. In addition, goodwill of $12.6 million was recorded from the acquisition. As of June 30, 2002, FEG's unaudited financial statements reflected $3.0 million in total assets and net income for the six months then ended of $440 thousand. During the quarter ended September 30, 2002, Old National finalized sales of eight of its branches. The pre-tax gain on the sales totaling $12.5 million is recorded in continuing operations. 4. Net Income Per Share Net income per common share computations are based on the weighted average number of common shares outstanding during the periods presented. A 5% stock dividend was paid January 25, 2002 to shareholders of record on January 4, 2002. All share and per share data presented herein have been restated for the effects of the stock dividend. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Earnings Per Share Reconciliation

5. Investment Securities The market value and amortized cost of investment securities as of September 30, 2002, are set forth below: ($ in thousands) Market Value Amortized Cost Unrealized Gain ------------ -------------- --------------- Available-for-sale $2,781,550 $2,686,794 $ 94,756 ========== ========== ======== 6. Goodwill and Intangible Assets At September 30, 2002 and 2001, Old National had goodwill in the amount of $95.2 million and $84.3 million, respectively. Old National is currently in the process of performing its annual impairment testing. While the work will be formally completed by year-end, Old National believes that it will have no impairment adjustments to goodwill and intangible balances. The changes in the carrying amount of goodwill by segment for the nine month period ended September 30, 2002, are as follows: ($ in thousands) Community Non-bank Banking Services Total ------- -------- ----- Balance as of January 1, 2002 $70,944 $11,828 $82,772 Goodwill acquired during the year - 12,643 12,643 Goodwill related to divestitures - (250) (250) ------- ------- ------- Balance as of September 30, 2002 $70,944 $24,221 $95,165 ======= ======= ======= Old National continues to amortize core deposit-related and other definite-lived intangible assets over the estimated remaining life of each respective asset. At September 30, 2002, Old National had $16.2 million in unamortized identifiable intangible assets, which included $2.8 million of indefinite-lived assets. At September 30, 2001, unamortized identifiable intangible assets were $4.6 million. Total amortization expense associated with intangible assets in the third quarter of 2002 and 2001 was $350 thousand and $208 thousand, respectively. Below is the estimated amortization expense for the future years: 8 For the years ended: ($ in thousands) 2003 $1,409 2004 1,355 2005 1,293 2006 1,076 2007 633 7. Borrowings

Federal Home Loan Bank advances had weighted average rates of 5.46% and 5.98% at September 30, 2002 and 2001, respectively. These borrowings are secured by investment securities and mortgage loans up to 150% of outstanding debt. Subordinated bank notes qualify as Tier II Capital for regulatory purposes and are in accordance with the senior and subordinated global bank note program in which Old National Bank may issue and sell up to a maximum of $1 billion. Notes issued by Old National Bank under the global note program are not obligations of, or guaranteed by, Old National Bancorp. Old National Bancorp has $25 million in an unsecured line of credit with an unaffiliated bank. This line of credit includes various arrangements to maintain compensating balances or pay fees. As of September 30, 2002 and 2001, there were no borrowings under this line. The contractual maturities of long-term debt as of September 30, 2002 are as follows: ($ in thousands) Guaranteed Preferred Other Beneficial Interest in Borrowings Subordinated Debentures Total ---------- ----------------------- ----- Due in 2002 $ 11,000 $ - $ 11,000 Due in 2003 184,230 - 184,230 Due in 2004 256,700 - 256,700 Due in 2005 145,053 - 145,053 Due in 2006 72,442 - 72,442 Thereafter 519,719 150,000 669,719 ---------- -------- ---------- Total $1,189,144 $150,000 $1,339,144 ========== ======== ========== 9 8. Guaranteed Preferred Beneficial Interests in Subordinated Debentures During April 2002, Old National issued $100 million of trust preferred securities through a subsidiary, ONB Capital Trust II. The trust preferred securities have a liquidation amount of $25 per share with a cumulative annual distribution rate of 8.0% or $2.00 per share, payable quarterly, and maturing on April 15, 2032. As guarantor, Old National unconditionally guarantees payment of accrued and unpaid distributions required to be paid on the trust preferred securities, the redemption price when a trust preferred security is called for redemption, and amounts due if a trust is liquidated or terminated. During March 2000, Old National issued $50 million of trust preferred securities through a subsidiary, ONB Capital Trust I. The trust preferred securities have a liquidation amount of $25 per share with a cumulative annual distribution rate of 9.5%, or $2.375 per share, payable quarterly, and maturing on March 15, 2030. Old National may redeem the subordinated debentures and thereby cause a redemption of the trust preferred securities in whole (or in part from time to time) on or after March 15, 2005 (for debentures owned by ONB Capital Trust I) and on or after April 12, 2007 (for debentures owned by ONB Capital Trust II), and in whole (but not in part) following the occurrence and continuance of certain adverse federal income tax or capital treatment events. Costs associated with the issuance of the trust preferred securities totaling $3.3 million in 2002 and $1.8 million in 2000, were capitalized and are being amortized through the maturity date of the securities. The unamortized balance is included in other assets in the consolidated balance sheet. 9. Interest Rate Contracts Old National adopted Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an Amendment of FASB Statement No. 133" on January 1, 2001. A $35 thousand reduction to current income was recorded as a transition adjustment. Old National designates its derivatives based upon criteria established by SFAS No. 133. For a derivative designated as a fair value hedge, the derivative is recorded at fair value on the consolidated balance sheet. The change in fair value of the derivative and hedged item (related to the hedged risk) along with any ineffectiveness of the hedge is recorded in current earnings. For a derivative designated as a cash flow hedge, the effective portion of the derivative's gain or loss is initially reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified into earnings when the hedged exposure affects earnings. The ineffective portion of the gain or loss is reported in earnings immediately. Old National uses interest rate contracts such as interest swaps to manage its interest rate risk. These contracts are designated as hedges of specific assets and liabilities. The net interest receivable or payable on swaps is accrued and recognized as an adjustment to the interest income or expense of the hedged asset or liability. The premium paid for an interest rate cap is included in the basis of the hedged item and is amortized as an adjustment to the interest income or expense on the related asset or liability. At September 30, 2002, Old National had interest rate swaps with a notional value of $535 million. The contracts are an exchange of interest payments with no effect on the principal amounts of the underlying hedged liabilities. The fair value of the swaps was $25.2 million as of September 30, 2002. Old National pays the counterparty a variable rate based on LIBOR and receives fixed rates ranging from 2.73% to 9.50%. The contracts terminate on or prior to April 2032. During 2001, Old National entered into an interest rate swap with a notional value of $75 million for a forecasted issuance of debt. The transaction was designated as a cash flow hedge with the effective portion of the derivative's loss initially reported as a component of accumulated other comprehensive income (loss). Upon termination of the derivative, the loss on the interest rate swap of approximately $1.5 million is being reclassified into earnings as a yield adjustment over the 10-year term of the $150 million 6.75% fixed-rate subordinated bank notes issued on October 5, 2001. 10 Old National is exposed to losses if a counterparty fails to make its payments under a contract in which Old National is in the net receiving position. Although collateral or other security is not always obtained, Old National minimizes its credit risk by monitoring the credit standing of the counterparties and anticipates that the counterparties will be able to fully satisfy their obligation under the agreements. 10. Comprehensive Income

11. Segment Data Old National has been divided into three reportable segments: community banking, non-bank services and treasury. Our community banks provide a wide range of banking services. Our non-bank services segment combines the management and operations of trust, asset management, insurance brokerage and investment and annuity sales. Treasury manages investments and interest rate risk and obtains non-deposit funding. Intersegment sales and transfers are not significant. Summarized financial information concerning segments is shown in the following table, based on continuing operations. The "Other" column includes corporate overhead and intercompany eliminations. The "Other" column also includes segment noninterest income of $12.5 million pre-tax gain and segment profit of $8.3 million after-tax gain related to the bank divestitures as discussed in footnote 3.

12. Merger and Restructuring Charges During the second quarter of 2001, Old National announced that it would further restructure its regional banking administrative structure and incur additional expenses in the consolidation of ANB Corporation, which it acquired in the first quarter of 2000. The restructuring of the banking operations involved consolidating the administrative structure of the banking franchise from six regions into three regions and the closure or sale of up to 10 branches. Approximately 100 positions were eliminated and the charges associated with severance, facilities and equipment write-offs were $7.7 million. The operations and management integration plan was finalized for the ANB acquisition and additional charges of $2.0 million for personnel costs and costs of consolidating the operation function of the Trust business were recorded. The remaining accrual of these restructuring charges was $1.3 million as of September 30, 2002. The components of the charges are shown below: ($ in thousands) Nine months ended September 30, 2001 ----------------- Severance and related costs $6,477 Fixed asset write-downs 2,047 Professional fees 428 Other 751 ------ Included in noninterest expense $9,703 ====== 13. Stock Options On January 22, 2002, Old National granted 1.8 million stock options to key employees at an option price of $23.83, the closing price of Old National's stock on that date. On June 27, 2001, Old National granted 1.5 million stock options to key employees at an option price of $25.13, the closing price of Old National's stock on that date. The options vest 25% per year over a four-year period and expire in ten years. If certain financial targets are achieved, vesting is accelerated. Old National can grant up to 6.6 million shares of common stock under the 1999 Equity Incentive Plan. Under this plan, active employees with unvested restricted stock shares could exchange those shares for stock options by August 27, 2001. On that date, 36,468 restricted stock shares were converted to stock options. Options have been accounted for in accordance with APB Opinion No. 25 and related Interpretations. Accordingly, no compensation costs have been recognized. 12 14. Commitments On October 11, 2002, Old National entered into a $52 million contract awarded to a company controlled by a director for the construction of its Evansville-based main banking center and bank headquarters. Construction began on June 27, 2002, and is expected to be complete in 2004. On October 2, 2002, Old National entered into an agreement to borrow $60 million in Federal Home Loan Bank advances at a fixed rate of 4.92% maturing in October 2022 to fund the construction of the building and related expenses. 15. Reclassifications Certain prior year amounts have been restated to conform with the 2002 presentation. Such reclassifications had no effect on net income. 13 PART I. FINANCIAL INFORMATION ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following Management's Discussion and Analysis is presented to provide information concerning the financial condition of Old National as of September 30, 2002, as compared to September 30, 2001 and December 31, 2001, and the results of operations for the three and nine months ended September 30, 2002 and 2001. Management's forward-looking statements are intended to benefit the reader, but are subject to various risks and uncertainties which may cause actual results to differ materially, including but not limited to: (1) economic conditions generally and in the financial services industry; (2) increased competition in the financial services industry; (3) actions by the Federal Reserve Board and changes in interest rates; and (4) governmental legislation and regulation. Financial Condition Old National's assets at September 30, 2002, were $9.3 billion, a 4.3% increase since September 2001 and a 3.6% increase since December 2001. Earning assets, which consist primarily of money market investments, investment securities and loans, grew 3.2% over the prior year. During the past year, the mix of earning assets reflected a decrease in loans of 7.0% while money market investments and investment securities increased a combined 33.6%. Since December 2001, earning assets increased 2.8% with loans decreasing 6.7% and investment securities and money market investments increasing 27.8%. Commercial real estate loans have decreased 1.8% over prior year and 1.1% since December 2001. Commercial loans have decreased 4.2% over prior year and 5.0% since December 2001. Residential real estate loans have decreased 20.9% from prior year and 20.2% from December 2001 primarily due to sales or securitizations of existing and recently originated fixed-rate mortgages. These results include the effects of the sale of eight branches as discussed under the "Results of Operations", which decreased total loans by $107.3 million. At September 30, 2002, total under-performing assets (defined as loans 90 days or more past due, nonaccrual and restructured loans and foreclosed properties) decreased to $80.5 million from $85.5 million as of December 31, 2001. As of these dates, under-performing assets in total were 1.38% and 1.39%, respectively, of total loans and foreclosed properties. While total under-performing assets showed a slight decrease during this period, the composition of the under-performing changed. Nonaccrual loans increased $27.3 million since December 31, 2001. The majority of this increase came in the third quarter and resulted from two areas. A third quarter internal policy change of placing into nonaccrual 1-4 family residential real estate secured loans that are 90 days or more past due has, in part, contributed to an increase of $7.3 million in nonaccrual loans in this business line segment. In addition, in the third quarter, one commercial borrowing relationship of approximately $14 million was moved to nonaccrual status. With regard to the decrease in restructured loans since December 31, 2001, the loans removed were loans related to the lodging/accommodation industry where only payment terms had been modified and, accordingly, were required to be reported as restructured only in one fiscal year period. The decrease in 90 days or more past due loans since December 31, 2001, was due, in part, to the change in policy regarding 1-4 family residential real estate secured loans referenced above. ($ in thousands) September 30, December 31, 2002 2001 ------------- ------------ Nonaccrual loans $65,155 $37,894 Restructured loans -- 25,871 Foreclosed properties 9,023 9,204 ------- ------- Total non-performing assets 74,178 72,969 Past due 90 days or more, still accruing 6,344 12,580 ------- ------- Total under-performing assets $80,522 $85,549 ======= ======= Under-performing assets as a % of total Loans and foreclosed properties 1.38% 1.39% ======= ======= 14 As of September 30, 2002, the recorded investment in loans for which impairment has been recognized in accordance with SFAS Nos. 114 and 118 was $ 30.1 million with no related allowance and $247.3 million with $64.2 million of related allowance. Old National's policy for recognizing income on impaired loans is to accrue earnings unless a loan becomes nonaccrual. A loan is generally placed on nonaccrual status when principal or interest becomes 90 days past due unless it is well secured and in the process of collection, or earlier when concern exists as to the ultimate collectibility of principal or interest. When loans are classified as nonaccrual, interest accrued during the current year is reversed against earnings; interest accrued in the prior year, if any, is charged to the allowance for loan losses. Cash received while a loan is classified nonaccrual is recorded to principal. For the nine months ended September 30, 2002, the average balance of impaired loans was $235.2 million and $10.6 million of interest was recorded. Old National's consolidated loan portfolio is well diversified. The only concentration of credit in any particular industry exceeding 10% of its portfolio was in real estate rental and leasing which comprised 14.3% of total loans at September 30, 2002. Old National has minimal exposure to construction lending or leveraged buyouts and no exposure in credits to foreign or lesser-developed countries. Total deposits at September 30, 2002 decreased $167.4 million or 2.6% compared to September 2001. Brokered certificates of deposit, included in time deposits, decreased $282.7 million since September 2001. Since December 31, 2001, total deposits decreased $314.5 million or 6.3% with brokered certificates of deposit decreasing $245.1 million in this same period. These results include the effects of the sale of eight branches as discussed under the "Results of Operations", which decreased total deposits by $202.9 million. Excluding this effect, total deposits increased by 0.5% since prior year and decreased by 1.7% since December 31, 2001. Short-term borrowings, comprised of federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings, increased $122.3 million since September 2001 and increased $254.8 million since December 2001. Other borrowings, which is primarily advances from Federal Home Loan Banks and subordinated bank notes, increased $237.7 million over September 2001 and increased $106.1 million over December 2001. The increase in short-term borrowings and other borrowings since September 2001 and December 2001 was primarily to finance asset growth and refinance the decline in time deposits, mostly brokered certificates of deposit. The growth in other borrowings was primarily in the form of senior and subordinated bank notes issued under Old National's global note program. Capital Total shareholders' equity increased $77.3 million since September 2001 and $88.6 million since December 2001. Accumulated other comprehensive income, primarily net unrealized gain on investment securities, increased $23.5 million since September 2001 and increased $42.2 million since December 2001. Old National's consolidated capital position remains strong as evidenced by the following comparisons of key industry ratios:

Asset/Liability Management Old National uses two modeling techniques to quantify the impact of changing interest rates on the company, Net Interest Income at Risk and Market Value of Equity. Net Interest Income at Risk is used by management and the board of directors to evaluate the impact of changing rates over a two year horizon while Market Value of Equity is more useful for long term interest rate risk. 15 Old National models interest rate risk in many possible interest rate environments. Old National Bancorp's board of directors, through its Funds Management Committee, establishes policy guidelines for the allowable change in cumulative net interest income over a two year period and the change in Market Value of Equity in an up or down 200 basis point instantaneous parallel change to the yield curve (+/- 200 basis point yield curve shock). The current guideline for Net Interest Income at Risk is +/- 5% of net interest income over a two-year period in a 200 basis point shock to the yield curve. As of September 30, 2002, Old National projects that in a -200 basis point shock to interest rates net interest income would be down 6.23% cumulative over the next two years. In a +200 basis point shock to interest rates Old National projects net interest income would be up 2.61% cumulative over the next two years. The current guideline for the allowable fluctuation in Market Value of Equity is +/- 12% in a 200 basis point shock to the yield curve. As of September 30, 2002, Old National projects Market Value of Equity to decrease by 17.5% in a -200 basis point shock to interest rates and to increase by 2.7% in a +200 basis point shock. Several factors contributed to Old National's increased sensitivity to interest rates during the third quarter of 2002. Significantly lower interest rates, particularly in the two to ten year segment of the yield curve, shortened the expected duration of residential mortgage assets in loan and investment portfolios. Additionally, Old National experienced significant growth in demand and NOW deposits and savings accounts, its longest duration sources of core funding. While the current risk position is outside current guidelines in the - -200 basis point shock, executive management and the Funds Management Committee believe this is an acceptable interest rate risk position in the current extraordinarily low interest rate environment. Results of Operations Net Income Net income for the quarter ended September 30, 2002 was $34.8 million, including a gain on branch divestitures as described below, compared to $26.1 million for the same quarter last year. Year-to-date net income, was $91.2 million for 2002, including the gain on branch divestitures, and $68.3 million for 2001, which includes merger and restructuring costs as discussed below. Diluted earnings per common share were $0.57 for the quarter compared to $0.42 for the same period of the prior year. Diluted earnings per share for the nine months ended were $1.49 for 2002 compared to $1.09 for 2001. During the third quarter of 2002, Old National closed the sales of eight branches located in markets no longer considered consistent with the company's strategy. The sold branches had total deposits of $202.9 million and total loans of $107.3 million. The sales resulted in a pre-tax gain of $12.5 million and an after-tax gain of $8.3 million. The 2001 year-to-date results included $9.7 million of merger and restructuring charges related to the realignment of the banking operations administrative structure recorded in the second quarter. This includes $6.5 million of severance and employee-related costs, $2.1 million of fixed asset write downs and $1.1 million of other costs. Return on average assets (ROA) for the quarter was 1.49% for 2002 and 1.18% for 2001. Return on equity (ROE) for the quarter was 20.74% for 2002 and 16.88% for 2001. Year-to-date, ROA was 1.32% in 2002 compared to 1.03% in 2001 and ROE was 18.56% for 2002 and 14.62% for 2001. A portion of the improvement in net income resulted from Old National's adoption, on January 1, 2002, of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("Statement 142"). Statement 142 requires companies to no longer amortize goodwill and intangible assets with indefinite useful lives, but instead test these assets for impairment at least annually in accordance with the provisions of Statement 142. The impact to third quarter earnings of adopting Statement 142 and no longer amortizing goodwill against earnings was an increase in net income of approximately $1.3 million or $0.03 per share when compared to the same period in 2001. The year-to-date impact to earnings was $4.1 million or $0.07 per share. The full impact of adopting Statement 142 is expected to result in an increase in net income of approximately $5.4 million or $0.09 per share in 2002. Net Interest Income/Net Interest Margin (taxable equivalent basis) Third quarter net interest income for 2002 was $78.0 million, a 1.2% decrease from the same quarter last year. The net interest margin for the third quarter was 3.60% for 2002 compared to 3.82% for 2001. The decrease in net interest margin relates to continued weakness in loan demand and the related increase in the investment portfolio at lower yields than are normally available for commercial and consumer loans. Year-to-date net interest income for 2002 was $237.9 million, a 2.3% increase over 2001. The net interest margin for the nine months ended was 3.70% for 2002 compared to 3.76% for 2001. Net interest margin is not expected to improve in the near future if the economic conditions continue to result in weak loan demand and low interest rates. 16 Provision and Allowance for Loan Losses The provision for loan losses was $11.0 million for the quarter compared to $7.4 million for the same quarter in 2001. The increase in the quarter was primarily due to recognition of a slowdown in the pace of the current economic recovery in the geographical areas served by the company. Credit quality continues to be a significant variable in the earnings of the company. Old National does not see any indicators of improvement in economic conditions, which would have a positive impact on the credit portfolio. The year-to-date provision for loan losses was $26.0 million for 2002 compared to $17.4 million for 2001. Old National's net charge-offs were 0.39% of average loans for the current quarter, compared to 0.42% in the same quarter of 2001. Net charge-offs ratio year-to-date was 0.32% for 2002 and 0.34% for 2001. The allowance for loan losses is continually monitored and evaluated at the holding company level to provide adequate coverage for probable losses inherent in the portfolio at the balance sheet date. Old National maintains a comprehensive loan review program to provide independent evaluations of loan administration, credit quality, loan documentation, and adequacy of the allowance for loan losses. The allowance for loan losses to end-of-period loans was 1.48% at September 30, 2002 compared to 1.20% in 2001. The allowance for loan losses covers all under-performing loans by 1.2 times at September 30, 2002 and 1.0 times at December 31, 2001. Noninterest Income Excluding the gain on branch divestitures and gains on sales of securities, noninterest income increased 28.8% over the third quarter of 2001 and year-to-date 16.5% over the same period in 2001. A major contributor to this strong performance continues to be mortgage banking revenue, which increased $1.3 million or 48.4% compared to second quarter of 2002. For the year-to-date, mortgage-related revenue increased $3.8 million or 59.8%. Bank-owned life insurance increased $.9 million quarter-to-date and $2.2 million year-to-date due to increases in underlying assets. Revenues related to trust, asset management, insurance brokerage and investment and annuity sales totaled $13.1 million during the third quarter compared to $9.7 million during the same quarter for 2001. Year-to-date revenues were $35.4 million, an increase of 15.5% over the same period in 2001. A new contributor in this area was the acquisition on July 1, 2002, of Fund Evaluation Group ("FEG"), an asset management consulting and advisory firm headquartered in Cincinnati, Ohio, that contributed $2.7 million of fee income during the quarter. Noninterest Expense Noninterest expense increased 13.8% in the third quarter and 3.2% for the nine months of 2002 compared to 2001, excluding 2001 restructuring charges. These increases are partially due to the acquisition of FEG, which accounted for an increase in total noninterest expense of $2.1 million in the third quarter. Salaries and benefits, together the largest individual component of noninterest expense, increased 13.6% compared to the same quarter last year and 5.1% compared to 2001, of which $1.5 million related to FEG. Marketing expenses were $3.2 million for the quarter compared to $1.4 million for the same quarter in 2001. This increase is due to a new marketing campaign used to better describe the broadening scope of financial services and markets being served by Old National. Most of the development costs associated with this program were incurred during the third quarter. During the quarter, Old National consolidated its mortgage banking activities into a centralized structure. Origination, production and servicing functions previously conducted throughout the company were organized into a single unit and the servicing of mortgages held by Old National and serviced for others has been subcontracted to an outside company. Processing expenses increased $1.4 million due to costs associated with the servicing subcontractor. These increases for the quarter were partially offset by a decrease in other expense of $1.0 million during the quarter ended September 30, 2002, due primarily to the decrease of amortization of goodwill resulting from the implementation of Statement of Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets". Provision for Income Taxes The provision for income taxes, as a percentage of pre-tax income, was 24.9% compared to 24.7% in 2001 for the quarter and 23.3% for 2002 and 23.1% for 2001 year-to-date. Critical Accounting Policies and Estimates The "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as disclosures found elsewhere in this Form 10-Q, are based upon Old National's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires Old National to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses and the valuation of the mortgage servicing assets. Actual results could differ from those estimates. 17 o Allowance for loan losses. The allowance for loan losses is maintained at a level believed adequate by management to absorb probable losses in the consolidated loan portfolio. Management's evaluation of the adequacy of the allowance is an estimate based on reviews of individual loans, the risk characteristics of the various categories of loans given current economic conditions and other factors such as historical loss experience, financial condition of the borrower, fair market value of the collateral, and growth of the loan portfolio. The allowance is increased through a provision charged to operating expense. Loans deemed to be uncollectible are charged to the allowance. Recoveries of loans previously charged off are added to the allowance. A loan is considered impaired when it is probable that contractual interest and principal payments will not be collected either for the amounts or by the dates as scheduled in the loan agreement. Old National's policy for recognizing income on impaired loans is to accrue interest unless a loan is placed on nonaccrual status. o Mortgage Servicing Assets. Servicing assets are recognized as separate assets when loans are sold with servicing retained. Capitalized servicing rights are reported in other assets and are amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. Servicing assets are evaluated for impairment based upon the estimated fair value of the rights as compared to amortized cost. Impairment is determined by stratifying rights by predominant characteristics, such as interest rates and terms. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk As described in Old National's Form 10-K for the year ended December 31, 2001, Old National's market risk is composed primarily of interest rate risk. There have been no material changes in market risk or the manner in which Old National manages market risk since December 31, 2001. ITEM 4. Controls and Procedures a) Evaluation of disclosure controls and procedures. Old National's principal executive officer and principal financial officer have concluded that Old National's disclosure controls and procedures (as defined in Exchange Act Rule 13a-14(c)), based on their evaluation of such controls and procedures conducted within 90 days prior to the date hereof, are effective to ensure that information required to be disclosed by Old National in the reports it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to Old National's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. b) Changes in internal controls. There have been no significant changes in Old National's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referred to above. 18 PART II OTHER INFORMATION ITEM 1. Legal Proceedings NONE ITEM 2. Changes in Securities NONE ITEM 3. Defaults Upon Senior Securities NONE ITEM 4. Submission of Matters to a Vote of Security Holders NONE ITEM 5. Other Information NONE ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits as required by Item 601 of Regulation S-K. The exhibits listed in the Exhibit Index at page 23 of this Form 10-Q are filed herewith or are incorporated by reference herein. (b) Reports on Form 8-K filed during the quarter ended September 30, 2002. The Registrant filed a current report on Form 8-K dated August 14, 2002. The purpose of this Form 8-K was to report that the registrant filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the period ended June 30, 2002 and that the certification by the registrant's chief executive officer and chief financial officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, accompanied such Quarterly Report. 19 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Old National BANCORP -------------------------------- (Registrant) By: /s/ John S. Poelker -------------------------------- John S. Poelker Executive Vice President and Chief Financial Officer Duly Authorized Officer and Principal Financial Officer Date: November 14, 2002 20 FORM OF SECTION 302 CERTIFICATION I, James Risinger, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Old National Bancorp; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have been identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 14, 2002 /s/ James A. Risinger ----------------- ----------------------------- James A. Risinger Chairman, President and Chief Executive Officer 21 FORM OF SECTION 302 CERTIFICATION I, John Poelker, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Old National Bancorp; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have been identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 14, 2002 /s/ John S. Poelker ----------------- ----------------------------- John S. Poelker Executive Vice President and Chief Financial Officer 22 INDEX OF EXHIBITS Regulation S-K Reference (Item 601) - ---------- 3 (i) Articles of Incorporation of the Registrant, (incorporated by reference to Exhibit 3(i) of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002). 3 (ii) By-Laws of the Registrant, amended and restated effective September 26, 2002 are filed herewith. 4 Instruments defining rights of security holders, including indentures Form of Indenture between the Registrant and Bank One Trust Company, NA, as trustee (incorporated by reference to Exhibit 4.1 to Registrant's Registration Statement on Form S-3, Registration No. 333-87573, filed with the Securities and Exchange Commission on September 22, 1999.) 10 Material contracts (a) Old National Bancorp Employees' Retirement Plan (incorporated by reference to the Registrant's Quarterly (a) Report on Form 10-Q for the quarter ended March 31, 1997).* (b) Employees' Savings and Profit Sharing Plan of Old National Bancorp (incorporated by reference to the (b) Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997).* (c) Form of Severance Agreement for James A. Risinger, Thomas F. Clayton, Michael R. Hinton, Daryl D. Moore, and John S. Poelker, as amended, (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).* (d) The Old National Bancorp 1999 Equity Incentive Plan (incorporated by reference to the Registrant's Form S-8 filed on July 20, 2001). (e) Stock Purchase and Dividend Reinvestment Plan (incorporated by reference to the Registrant's Post-Effective Amendment of the Registration Statement on Form S-3, Registration No. 333-20073, filed with the Securities and Exchange Commission on August 14, 2000). (f) Construction Manager Contract, dated as of May 30, 2002, between Old National Bancorp and Industrial Contractors, Inc. (g) Owner-Contractor Agreement, dated as of October 11, 2002, between Old National Bancorp and Industrial Contractors, Inc. ------ *Management contract or compensatory plan or arrangement 23 EX-3.II 3 ex3-iii.htm BY-LAWS

EXHIBIT 3 (ii)

AMENDED AND RESTATED

BY-LAWS

OLD NATIONAL BANCORP

ARTICLE I

Section 1. Name. The name of the corporation is Old National Bancorp ("Corporation").

Section 2. Registered Office and Registered Agent. The post-office address of the registered office of the Corporation is 420 Main Street, Evansville, Indiana 47705, and the name of its Registered Agent at such office is the Corporate Secretary or his designated representative.

Section 3. Seal. The seal of the Corporation shall be circular in form and mounted upon a metal die, suitable for impressing the same upon paper. About the upper periphery of the seal shall appear the words "Old National Bancorp" and about the lower periphery thereof the word "Indiana". In the center of the seal shall appear the word "Seal".

ARTICLE II

The fiscal year of the Corporation shall begin each year on the first day of January and end on the last day of December of the same year.

ARTICLE III

Capital Stock

Section 1. Number of Shares and Classes of Capital Stock. The total number of shares of capital stock which the Corporation shall have authority to issue shall be as stated in the Articles of Incorporation.

Section 2. Consideration for No Par Value Shares. The shares of stock of the Corporation without par value shall be issued or sold in such manner and for such amount of consideration as may be fixed from time to time by the Board of Directors. Upon payment of the consideration fixed by the Board of Directors, such shares of stock shall be fully paid and nonassessable.

Section 3. Consideration for Treasury Shares. Treasury shares may be disposed of by the Corporation for such consideration as may be determined from time to time by the Board of Directors.

Section 4. Payment for Shares. The consideration for the issuance of shares of capital stock of the Corporation may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor actually performed for, or services actually rendered to the Corporation; provided, however, that the part of the surplus of the Corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed to be the consideration for the issuance of such shares. When payment of the consideration for which a share was authorized to be issued shall have been for which a share was authorized to be issued shall have been received by the Corporation, or when surplus shall have been transferred to stated capital upon the issuance of a share dividend, such share shall be declared and taken to be fully paid and not liable to any further call or assessment, and the holder thereof shall not be liable for any further payment! s thereon. In the absence of actual fraud in the transaction, the judgment of the Board of Directors as to the value of such property, labor or services received as consideration, or the value placed by the Board of Directors upon the corporate assets in the event of a share dividend, shall be conclusive. Promissory notes, uncertified checks, or future services shall not be accepted in payment or part payment of the capital stock of the Corporation, except as permitted by the Indiana Business Corporation Law.

Section 5. Certificate for Shares. Each holder of capital stock of the Corporation shall be entitled to a stock certificate, signed by the Chairman of the Board, the President or a Vice President and the Secretary or any Assistant Secretary of the Corporation, with the seal of the Corporation thereto affixed, stating the name of the registered holder, the number of shares represented by such certificate, the par value of each share of stock or that such shares of stock are without par value, and that such shares are fully paid and nonassessable. If such shares are not fully paid, the certificates shall be legibly stamped to indicate that percent which has been paid, and as further payments are made, the certificate shall be stamped accordingly.

If the Corporation is authorized to issue shares of more than one class, every certificate shall state the kind and class of shares represented thereby, and the relative rights, interests, preferences and restrictions of such class, or a summary thereof; provided, that such statement may be omitted from the certificate if it shall be set forth upon the face or back of the certificate that such statement, in full, will be furnished by the Corporation to any shareholder upon written request and without charge.

Section 6. Facsimile Signatures. If a certificate is countersigned by the written signature of a transfer agent other than the Corporation or its employee, the signatures of the officers of the Corporation may be facsimiles. If a certificate is countersigned by the written signature of a registrar other than the Corporation or its employee, the signatures of the transfer agent and the officers of the corporation may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of its issue.

Section 7. Transfer of Shares. The shares of capital stock of the Corporation shall be transferable only on the books of the Corporation upon surrender of the certificate or certificates representing the same, properly endorsed by the registered holder or by his duly authorized attorney or accompanied by proper evidence of succession, assignment or authority to transfer.

Section 8. Cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided for in Section 10 of this Article III.

Section 9. Transfer Agent and Registrar. The Board of Directors may appoint a transfer agent and a registrar for each class of capital stock of the Corporation and may require all certificates representing such shares to bear the signature of such transfer agent and registrar. Shareholders shall be responsible for notifying the transfer agent and registrar for the class of stock held by such shareholder in writing of any changes in their addresses from time to time, and failure so to do shall relieve the Corporation, its shareholders, directors, officers, transfer agent and registrar of liability for failure to direct notices, dividends, or other documents or property to an address other than the one appearing upon the records of the transfer agent and registrar of the Corporation.

Section 10. Lost, Stolen or Destroyed Certificates. The Corporation may cause a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum and in such form as it may direct to indemnify against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate. The Corporation, in its discretion, may autho! rize the issuance of such new certificates without any bond when in its judgment it is proper to do so.

Section 11. Registered Shareholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of such shares to receive dividends, to vote as such owner, to hold liable for calls and assessments, and to treat as owner in all other respects, and shall not be bound to recognize any equitable or other claims to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Indiana.

Section 12. Options to Officers and Employees. The issuance, including the consideration, of rights or options to directors, officers or employees of the Corporation, and not to the shareholders generally, to purchase from the Corporation shares of its capital stock shall be approved by the shareholders or shall be authorized by and consistent with a plan approved by the shareholders.

ARTICLE IV

Meetings of Shareholders

Section 1. Place of Meeting. Meetings of shareholders of the Corporation shall be held at such place, within or without the State of Indiana, as may from time to time be designated by the Board of directors, or as may be specified in the notices or waivers of notice of such meetings.

Section 2. Annual Meeting. The annual meetings of shareholders for the election of Directors, and for the transaction of such other business as the Chairman of the Board shall determine may properly come before the meeting, shall be held on such day that is not a holiday, as the Board of Directors may set by resolution, but not later than the end of the fifth month following the close of the fiscal year of the Corporation. Failure to hold the annual meeting at the designated time shall not work any forfeiture or a dissolution of the Corporation, and shall not affect otherwise valid corporate acts.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the Board of Directors, the Chairman of the Board, or the President and shall be called by the Chairman of the Board, President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of shareholders holding of record not less than one-fourth of all the shares outstanding and entitled by the Articles of Incorporation to vote on the business for which the meeting is being called.

Section 4. Notice of Meetings. A written or printed notice, stating the place, day and hour of the meeting, and in case of a special meetings, or when required by any other provision of the Indiana Business Corporation Law, or of the Articles of Incorporation, or these By-Laws, as now or hereafter amended, the purpose or purposes for which the meeting is called, shall be delivered or mailed by the Secretary, or by the officers or persons calling the meeting, to each shareholder of record entitled by the Articles of Incorporation, and by the Indiana Business Corporation Law, as now or hereafter amended, to vote at such meeting, as such address as appears upon the records of the Corporation, not less than ten (10) days nor more than sixty (60) days before the date of the meeting. Notice of any such meetings may be waived in writing by any shareholder, if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is ca! lled, and the time and place thereof. Attendance at any meeting in person, or by proxy, shall constitute a waiver of notice of such meeting. Each shareholder, who has in the manner above provided waived notice of a shareholders' meeting, or who personally attends a shareholders' meeting, or is represented thereat by a proxy authorized to appear by an instrument of proxy, shall be conclusively presumed to have been given due notice of such meeting. Notice of any adjourned meeting of stockholders shall not be required to be given if the time and place thereof are announced at the meeting at which the adjournment is taken, except as may be expressly required by law.

Section 5. Addresses of Shareholders. The address of any shareholder appearing upon the records of the Corporation shall be deemed to be the latest address of such shareholder appearing on the records maintained by the Transfer Agent for the class of stock held by such shareholder.

Section 6. Voting at Meetings.

(a) Quorum. The holders of record of a majority of the issued and outstanding stock of the Corporation entitled to vote at such meeting, present in person or by proxy, shall constitute a quorum at all meetings of stockholders for the transaction of business, except where otherwise provided by law, the Articles of Incorporation or these By-Laws. In the absence of a quorum, any officer entitled to preside at, or act as secretary of, such meetings shall have the power to adjourn the meeting from time to time until a quorum shall be constituted. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting, but only those stockholders entitled to vote at the original meeting shall be entitled to vote at any adjournment or adjournments thereof unless a new record date is fixed by the Board of Directors for the adjourned meeting.

(b) Voting Rights. Except as otherwise provided by law or by the provisions of the Articles of Incorporation, every shareholder shall have the right at every shareholders' meeting to one vote for each share of stock having voting power, registered in his name on the books of the Corporation on the date for the determination of shareholders entitled to vote, on all matters coming before the meeting including the election of directors. At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in person, or by proxy executed in writing by the shareholder or a duly authorized attorney in fact and bearing a date not more than eleven months prior to its execution, unless a longer time is expressly provided therein.

(c) Required Vote. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the Indiana Business Corporation Law or of the Articles of Incorporation or by these By-Laws, a greater vote is required, in which case such express provision shall govern and control the decision of such question.

Section 7. Voting List. The Transfer Agent of the Corporation shall make, at least five days before each election of directors, a complete list of the shareholders entitled by the Articles of Incorporation, as now or hereafter amended, to vote at such election, arranged in alphabetical order, with the address and number of shares so entitled to vote held by each, which list shall be on file at the principal office of the Corporation and subject to inspection by any shareholder. Such list shall be produced and kept open at the time and place of election and subject to the inspection of any shareholder during the holding of such election. The original stock register or transfer book, or a duplicate thereof kept in the State of Indiana, shall be the only evidence as to who are the shareholders entitled to examine such list or the stock ledger or transfer book or to vote at any meeting of the shareholders.

Section 8. Fixing of Record Date to Determine Shareholders Entitled to Vote. The Board of Directors may prescribe a period not exceeding 70 days prior to meetings of the shareholders during which no transfer of stock on the books of the corporation may be made; or, in lieu of prohibiting the transfer of stock, may fix a day and hour not more than 70 days prior to the holding of any meeting of shareholders as the time of which shareholders entitled to notice of, and to vote, at such meeting shall be determined, and all persons who are holders of record of voting stock at such time, and no others, shall be entitled to notice of, and to vote at such meeting. In the absence of such a determination, such date shall be ten days prior to the date of such meeting

Section 9. Director Nominations; Nominating Committee.

(a) All nominations for election as Directors of the Corporation shall be made only by the Board of Directors in accordance with this Section. The Nominating Committee of the Board of Directors shall submit to the entire Board of Directors its recommendation of nominees for election as Directors of the Corporation not less than sixty (60) days prior to each annual or special meeting of shareholders at which Directors will be elected.

(b) The Nominating Committee of the Board of Directors shall be comprised of five (5) Directors of the Corporation, none of whom may be an officer or employee of the Corporation.

(c) The Nominating Committee of the Board of Directors shall consider appropriate candidates for election as Directors of the Corporation and shall recommend to the entire Board of Directors nominees for election as Directors in connection with any annual or special meeting of shareholders. The Nominating Committee also shall consider appropriate candidates and recommend to the entire Board of Directors persons to fill Director vacancies and newly-created directorships. In addition to the foregoing, and not by way of limitation, the Nominating Committee will be responsible for recruiting potential Director candidates, recommending changes to the entire Board of Directors concerning the size, composition and responsibilities of the Board of Directors, reviewing proxy documents received from shareholders relating to the Board of Directors and reviewing suggestions of shareholders regarding nominees for election as Directors. All such suggestions of shareholders must! be submitted in writing to the Nominating Committee at the Corporation's principal executive offices not less than one hundred twenty (120) days in advance of the date of the annual or special meeting of shareholders at which Directors shall be elected. All written suggestions of shareholders must set forth (i) the name and address of the shareholder making the suggestion, (ii) the number and class of shares owned by the such shareholder, (iii) the name, address and age of the nominee for election as director, (iv) the nominee's principal occupation during the five (5) preceding the date of the suggestion, (v) all other information concerning the nominee as would be required to be included in the proxy statement used to solicit proxies for the election of the nominee, and (vi) such other information as the Nomination Committee may reasonably request. A consent of the nominee to serve as a Director of the Corporation, if elected, must also be included with the written sugg! estion.

(d) The Nominating Committee has absolute power and discretion in carrying out its duties prescribed herein, including, but not limited to, recommending to the entire Board of Directors nominees for election as directors at any annual or special meeting of shareholders and accepting or rejecting suggestions of shareholders of nominees for election as Directors.

All nominations and suggestions of shareholders with respect to nominees for election as Directors of the Corporation must be made in accordance with the provisions of this Section. Any suggestions of shareholders not made in accordance with this Section are not required to be considered by the Nominating Committee. Any nominations for election as Directors at any annual or special meeting of shareholders not made in accordance with this Section may be disregarded by the Chairman of the meeting, in his discretion, and, upon his instructions, the tellers or inspectors of shareholder votes may disregard all votes cast for each such nominees.

Section 10. Order of Business. The order of business and the items of business being conducted at all meetings of shareholders shall be as determined by the Chairman of the Board.

ARTICLE V

Board of Directors

Section 1. Election, Term and Number. The directors of the Corporation shall be elected, divided into classes and hold terms as provided in the Articles of Incorporation of the Corporation in effect from time to time. The number of directors of the Corporation to be elected by the holders of the shares of capital stock entitled by the Articles of Incorporation of the Corporation to elect directors shall be eighteen (18), unless changed by amendment of this Section. The Board of Directors shall have the discretion to assign directors to individual classes as nearly equal in number as possible.

Section 2. Vacancies. Any vacancy occurring on the Board of Directors, whether caused by removal, resignation, death, incapacity, increase in the number of directors or otherwise, may be filled by the affirmative vote of not less than a majority of the remaining directors then in office, even though such directors remaining in office may constitute less than a quorum of the Board of Directors. The term of a director chosen to fill a vacancy shall expire at the end of the term for which the director's predecessor was elected or appointed or, in the case of an increase in the number of directors, shall expire at the end of the term of the class of directors in which the vacancy shall occur.

Section 3. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places, whether within or outside the State of Indiana, as may be fixed by the Directors, or in the absence of any action by the Board of Directors, by the Chairman of the Board. Such regular meetings of the Board of Directors may be held without notice or upon such notice as may be fixed by the Directors.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, or by not less than a majority of the members of the Board of Directors. Notice of the time and place, either within or outside the State of Indiana, of a special meeting shall be served upon or telephoned or faxed to each Director at least twenty-four hours, or mailed, telegraphed or cabled to each Director at his usual place of business or residence at least forty-eight hours, prior to the time of the meeting. Directors, in lieu of such notice, may sign a written waiver of notice either before the time of the meeting, at the meeting or after the meeting. Attendance by a director in person at any such special meeting shall constitute a waiver of notice.

Section 5. Quorum. A majority of the actual number of Directors elected and qualified, from time to time, shall be necessary to constitute a quorum for the transaction of any business except the filling of vacancies, and the act of a majority of the Directors present at the meeting, at which a quorum is present, shall be the act of the Board of Directors, unless the act of a greater number is required by the Indiana Business Corporation Law, by the Articles of Incorporation, or by these By-Laws. A Director, who is present at a meeting of the Board of Directors, at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action take, unless (a) his dissent shall be affirmatively stated by him at and before the adjournment of such meeting (in which event the fact of such dissent shall be entered by the secretary of the meeting in the minutes of the meeting), or (b) he shall forward such dissent by registered ! mail to the Secretary of the Corporation immediately after the adjournment of the meeting. The right of dissent provided for by either clause (a) or clause (b) of the immediately preceding sentence shall not be available, in respect of any matter acted upon at any meeting, to a Director who voted at the meeting in favor of such matter and did not change his vote prior to the time that the result of the vote on such matter was announced by the chairman of such meeting.

Section 6. Consent Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if prior to such action a written consent to such action is signed by all members of the Board of Directors or such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee.

Section 7. Removal of Directors. Any or all directors (exclusive of directors who may be elected by the holders of any one or more series of Preferred Stock) may be removed, with or without cause, only by (i) the affirmative vote of the holders of not less than two-thirds (2/3) of the outstanding shares of common stock of the Corporation entitled to vote in the election of directors, at a shareholders' meeting called for that purpose, or (ii) the affirmative vote of not less than two-thirds (2/3) of the actual number of directors elected and qualified and then in office.

Section 8. Dividends. The Board of Directors shall have power, subject to any restrictions contained in the Indiana Business Corporation Law or in the Articles of Incorporation and out of funds legally available therefor, to declare and pay dividends upon the outstanding capital stock of the Corporation as and when they deem expedient. Before declaring any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time in their absolute discretion deem proper for working capital, or as a reserve or reserves to meet contingencies or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 9. Fixing of Record Date to Determine Shareholders Entitled to Receive Corporate Benefits. The Board of Directors may fix a day and hour not exceeding 50 days preceding the date fixed for payment of any dividend or for the delivery of evidence of rights, or for the distribution of other corporate benefits, or for a determination of shareholders for any other purpose, as a record time for the determination of the shareholders entitled to receive any such dividend, rights or distribution, and in such case only shareholders of record at the time so fixed shall be entitled to receive such dividend, rights or distribution. If no record date is fixed for the determination of shareholders entitled to receive payment of a dividend, the end of the day on which the resolution of the Board of Directors declaring such dividend is adopted shall be the record date for such determination.

Section 10. Interest of Directors in Contracts. Any contract or other transaction between the Corporation or any corporation in which this Corporation owns a majority of the capital stock shall be valid and binding, notwithstanding that the directors or officers of this Corporation are identical or that some or all of the directors or officers, or both, are also directors or officers of such other corporation.

Any contract or other transaction between the Corporation and one or more of its directors or members or employees, or between the Corporation and any firm of which one or more of its directors are members or employees or in which they are interested, or between the Corporation and any corporation or association of which one or more of its directors are stockholders, members, directors, officers, or employees or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such director of directors at the meeting of the Board of Directors of the Corporation which acts upon, or in reference to, such contract or transaction and notwithstanding his or their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall authorize, approve and ratify such contract or transaction by a vote of a majority of the directors present, such interested director or di! rectors to be counted in determining whether a quorum is present, but not to be counted in calculating the majority of such quorum necessary to carry such vote. This Section shall not be construed to invalidate any contact or other transaction which would otherwise be valid under the common and statutory law applicable thereto.

Section 11. Committees. The Board of Directors may, by resolution adopted by a majority of the actual number of Directors elected and qualified, from time to time, designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution, the Articles of Incorporation, or these By-Laws, may exercise all of the authority of the Board of Directors of the Corporation, including, but no limited to, the authority to issue and sell or prove any contract to issue and sell, securities or shares of the Corporation or designate the terms of a series of a class of securities or shares of the Corporation. The terms which may be affixed by each such committee include, but are not limited to, the price, dividend rate, and provisions of redemption, a sinking fund, conversion, voting, or preferential rights or other features of securities or class or series of a class of shares. Each such commit! tee may have full power to adopt a final resolution which sets forth those terms and to authorize a statement of such terms to be filed with the Secretary of State. However, no such committee has the authority to declare dividends or distributions, amend the Articles of incorporation or the By-Laws, approve a plan of merger or consolidation even if such plan does not require shareholder approval, reduce earned or capital surplus, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or recommend to the shareholders a voluntary dissolution of the Corporation or a revocation thereof. No member of any such committee shall continue to be a member thereof after he ceases to be a Director of the Corporation. The calling and holding of meetings of any such committee and its method of procedure shall be determined by the Board of Directors. A member of the Board of Directors shall not be liable for an! y action taken by any such committee if he is not a member of! that committee and has acted in good faith and in a manner he reasonable believes is in the best interest of the Corporation.

Section 12. Participation in Meetings by Telephone. A member of the Board or any committee thereof may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at such meeting.

Section 13. Qualifications.

(a) A director of the Corporation, upon reaching 70 years of age, shall no longer qualify to serve as a director and shall, automatically and without the need for any resignation or other action, be deemed to have resigned from the Board of Directors effective immediately upon reaching such age. Any vacancy occurring in the Board of Directors by virtue of a director reaching 70 years of age shall be filled in accordance with these By-Laws.

(b) In the event a director of the Corporation changes his principal employment or no longer has the same principal responsibilities outside of the Corporation as such director had at the time the director was first elected or appointed to the Board of Directors, the director shall promptly submit his resignation from the Board of Directors for consideration by the Nominating and Board Affairs Committee. Any vacancy occurring in the Board of Directors by virtue of a director changing employment or principal responsibilities shall be filled in accordance with these By-Laws.

ARTICLE VI

Officers

Section 1. Principal Officers. The principal officers of the Corporation shall be a Chairman of the Board, a President, one or more vice Presidents, a Treasurer and a Secretary. The Corporation may also have, at the discretion of the Board of Directors, such other subordinate officers as may be appointed in accordance with the provisions of these By-Laws. Any two or more offices may be held by the same person, except the duties of President and Secretary shall not be performed by the same person. No person shall be eligible for the office of Chairman of the Board or President who is not a director of the Corporation.

Section 2. Election and Term of Office. The principal officers of the Corporation shall be chosen annually by the Board of Directors. Each such officer shall hold office until his successor shall have been duly chosen and qualified, or until his death, or until he shall resign, or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any principal officer may be removed, either with or without cause, at any time, by resolution adopted at any meeting of the Board of Directors by a majority of the actual number of Directors elected and qualified from time to time.

Section 4. Subordinate Officers. In addition to the principal officers enumerated in Section 1 of this Article VI, the Corporation may have one or more Assistant Treasurers, one or more Assistant Secretaries and such other officers, agents and employees as the Chairman of the Board, the President or the Board of Directors may deem necessary, each of whom shall hold office for such period, may be removed with or without cause, have such authority, and perform such duties as the Chairman of the Board, the President, or the Board of Directors may from time to time determine. The Chairman of the Board, the President, and the Board of Directors shall each have the power to appoint and to remove any such subordinate officers, agents or employees.

Section 5. Resignations. Any officer may resign at any time by giving written notice to the Chairman of the Board or to the Board of Directors or to the President or to the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. Any vacancy in any office for any cause may be filled for the unexpired portion of the term in the manner prescribed in these By-Laws for election or appointment to such office for such term.

Section 7. Chairman of the Board. The Chairman of the Board, who shall be chosen from among the directors, shall be the Chief Executive Officer of the Corporation and, as such, shall have general supervision of the overall affairs of the Corporation, subject to the control of the Board of Directors. In general, he shall perform all duties and have all the powers incident to the office of Chief Executive Officer and all such other duties and powers as, from time to time, may be assigned to him by the Board of Directors. Subject to the control and direction of the Board of Directors, the Chairman of the Board may enter into any agreement and may execute and deliver any agreement, instrument or document in the name and on behalf of the Corporation. The Chairman of the Board shall preside at all meetings of shareholders and at all meetings of the Board of Directors.

Section 8. President. The President, who shall be chosen from among the Directors, shall perform all duties and have all the powers as, from time to time, may be assigned to him by the Board of Directors or the Chairman of the Board. Subject to the control and direction of the Board of Directors or the Chairman of the Board, the President may enter into any agreement and may execute and deliver any agreement, instrument or document in the name and on behalf of the Corporation. In the absence or disability of the Chairman of the Board, the President shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of shareholders and at all meetings of the Board of Directors.

Section 9. Vice Presidents. The Vice President in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Chairman, the President and Executive Vice President, perform the duties and exercise the powers of the Chairman, the President and the Executive Vice President. They shall perform such other duties and have such other powers as the Chairman, the President or the Board of Directors may from time to time assign.

Section 10. Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation and shall deposit all such funds in the name of the Corporation in such banks or other depositories as shall be selected by the Board of Directors. He shall upon request exhibit at all reasonable times his books of account and records to any of the directors of the Corporation during business hours at the office of the Corporation where such books and records shall be kept; shall render upon request by the Board of Directors a statement of the condition of the finances of the Corporation at any meeting of the Board of Directors or at the annual meeting of the shareholders; shall receive, and give receipt for, moneys due and payable for the Corporation from any source whatsoever; and in general, shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to ! him by the Chairman, the President or the Board of Directors. The Treasurer shall give such bond, if any, for the faithful discharge of his duties as the Board of Directors may require.

Section 11. Secretary. The Secretary shall keep or cause to be kept in the books provided for that purpose the minutes of the meetings of the shareholders and of the Board of Directors; shall duly give and serve all notices required to be given in accordance with the provisions of these By-Laws and by the Indiana Business Corporation Law; shall be custodian of the records and of the seal of the Corporation and see that the seal is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Chairman, the President or the Board of Directors.

Section 12. Salaries. The salaries of the principal officers shall be fixed from time to time to by the Board of Directors, and the salaries of any subordinate officers may be fixed by the Chairman or the President.

Section 13. Voting Corporation's Securities. Unless otherwise ordered by the Board of Directors, the Chairman of the Board, the President, any Executive Vice President or Senior Vice President, or the Secretary, and each of them acting alone, are appointed attorneys and agents of the Corporation, and shall have full power and authority in the name and on behalf of the Corporation, to attend, to act, and to vote all stock, or other securities entitled to be voted at any meetings of security holders of corporations, or associations in which the Corporation may hold securities, in person or by proxy, as a stockholder or otherwise, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which as the owner thereof the Corporation might have possessed and exercised, if present or to consent in writing to any action by any such other corporation, or association. The Board of! Directors by resolution from time to time may confer like powers upon any other person or persons.

ARTICLE VII

Indemnification

Section 1. Indemnification of Directors, Officers and Employees. Every person who is or was a director, officer or employee of this Corporation or of any other corporation for which he is or was serving in any capacity at the request of this Corporation shall be indemnified by this Corporation against any and all liability and expense that may be incurred by him in connection with or resulting from or arising out of any claim, action, suit or proceeding, provided that such person is wholly successful with respect thereto or acted in good faith in what he reasonably believed to be in or not opposed to the best interests of this Corporation or such other corporation, as the case may be, and, in addition, in any criminal action or proceeding in which he had no reasonable cause to believe that his conduct was unlawful. As used herein, "claim, action, suit or proceeding" shall include any claim, action, suit or proceeding (whether brought by or in the ! right of this Corporation or such other corporation or otherwise), civil, criminal, administrative or investigative, whether actual or threatened or in connection with an appeal relating thereto, in which a director, officer or employee of this Corporation may become involved, as a party or otherwise,

(i) by reason of his being or having been a director, officer or employee of this Corporation or such other corporation or arising out of his status as such or

(ii) by reason of any past or future action taken or not taken by him in any such capacity, whether or not he continues to be such at the time such liability or expense is incurred.

The terms "liability" and "expense" shall include, but shall not be limited to, attorneys' fees and disbursements, amounts or judgments, fines or penalties, and amounts paid in settlement by or on behalf of a director, officer or employee, but shall not in any event include any liability or expenses on account of profits realized by him in the purchase or sale of securities of the Corporation in violation of the law. The termination of any claim, action, suit or proceeding, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a director, officer or employee did not meet the standards of conduct set forth in this paragraph.

Any such director, officer or employee who has been wholly successful with respect to any such claim, action, suit or proceeding shall be entitled to indemnification as a matter of right. Except as provided in the preceding sentence, any indemnification hereunder shall be made only if (i) the Board of Directors acting by a quorum consisting of Directors who are not parties to or who have been wholly successful with respect to such claim, action, suit or proceeding shall find that the director, officer or employee has met the standard of conduct.

If several claims, issues or matters of action are involved, any such person may be entitled to indemnification as to some matters even though he is not entitled as to other matters.

The Corporation may advance expenses to or, where appropriate, may at its expense undertake the defense of any such director, officer or employee upon receipt of an undertaking by or on behalf of such person to repay such expenses if it should ultimately be determined that he is not entitled to indemnification hereunder.

The provisions of this Section shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act during, before or after the adoption hereof.

The rights of indemnification provided hereunder shall be in addition to any rights to which any person concerned may otherwise be entitled by contract or as a matter of law and shall inure to the benefit of the heirs, executors and administrators of any such person.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation as a director, officer, employee or agent of another corporation against any liability asserted against him and incurred by him in any capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Section or otherwise.

ARTICLE VIII

Amendments

The power to make, alter, amend, or repeal these By-Laws is vested in the Board of Directors, but the affirmative vote of a majority of the actual number of directors elected and qualified, from time to time, shall be necessary to effect any alteration, amendment or repeal of these By-Laws.

EX-10.F 4 ex10-f.htm

Exhibit 10 (f)

CONSTRUCTION MANAGER CONTRACT

(Where Construction Manager Is Also the Constructor)

THIS CONTRACT effective as of the 30^th day of May, 2002 by and between OLD NATIONAL BANCORP, an Indiana corporation, with its principal place of business located at 420 Main Street, Evansville, Indiana 47708 ("Old National"), and INDUSTRIAL CONTRACTORS, INC., an Indiana corporation, with its principal place of business located at 401 N.W. First Street, Evansville, Indiana 47708 ("Construction Manager").

WHEREAS, Old National desires to have work performed for construction of Old National's New Headquarters Building ("Project") on real estate more particularly described in the attached Exhibit "A" which is made a part hereof; and

WHEREAS, Old National desires to have the Construction Manager provide expertise, leadership and assistance during the design and construction of the Project as well as to perform certain elements of the construction of the Project; and

WHEREAS, the Construction Manager desires to provide such expertise, assistance and leadership during the design and construction of the Project as well as to perform certain elements of the construction of the Project.

WHEREAS, the Construction Manager and Old National have already commenced work on the Project pursuant to several change orders, purchase orders, contracts and/or other agreements ("Prior Work"); and

WHEREAS, the Construction Manager and Old National intend that the terms of this Contract shall apply to any and all Prior Work and it is the intent of the parties that all terms and conditions herein shall govern such Prior Work as if this Contract were incorporated therein.

NOW THEREFORE, in consideration of the covenants, agreements and promises herein contained, and other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

1. CONSTRUCTION MANAGER'S RESPONSIBILITIES. The Construction Manager accepts the relationship of trust and confidence established between the Construction Manager and Old National by this Contract. The Construction Manager covenants with Old National to furnish the Construction Manager's best skill and professional judgment in cooperation with the services of an architect in furthering the interests of Old National. The Construction Manager agrees to furnish business administration and management services and to use the Construction Manager's best efforts to complete the Project in the best and soundest way and in the most expeditious and economical manner consistent with the interests of Old National and with the representations and warranties set forth herein.

2. CONSTRUCTION MANAGER'S SERVICES. The Construction Manager's services shall consist of the two phases described below, as well as such other services provided in this Contract ("Basic Services").

3. PRE-CONSTRUCTION PHASE. The pre-construction services included in this Agreement cover the eight story, value engineering redesign. ICI has previously been reimbursed for the pre-construction services for the original ten story design. The Construction Manager shall provide services, assistance and expertise to Old National during the Pre-Construction Phase as described hereinbelow:

a. Consultation During Project Development. The Construction Manager shall provide recommendations on construction feasibility, availability of materials and labor, time requirements for installation and construction, and factors related to cost including costs of alternative designs or materials, preliminary budgets and possible economies.

b. Scheduling. The Construction Manager shall provide for review and acceptance by Old National and Veazey, Parrot, Durkin & Shoulders, Inc. and any of the design team members (hereinafter collectively "Architect"), and periodically update, a Project Schedule that coordinates and integrates the Construction Manager's services, the Architect's services and Old National's responsibilities with anticipated construction schedules. Such Project Schedule shall incorporate a detailed schedule of all activities of the Project, including realistic activity sequences and durations, allocation of labor and materials, processing of shop drawings and samples, and delivery of products requiring long lead-time procurement.

c. Project Construction Budget. The Construction Manager shall prepare a Project Budget as soon as major Project requirements have been identified, and update such Project Budget periodically for approval by Old National and Old National's project consultant, Hokanson Companies, Inc. (hereinafter "Consultant"). The Construction Manager shall prepare an estimate that is developed by using estimating techniques which anticipate the various elements of the Project and that is based upon schematic design documents prepared by the Architect. The Construction Manager shall update and refine this estimate for approval by Old National and Consultant as the Architect prepares design, development and construction documents, and advise Old National, Consultant and the Architect if it appears that the Project Budget will not be met and make recommendations for corrective action.

d. Coordination of Contract Documents. The Construction Manager shall coordinate contract documents by consulting with Old National and the Architect regarding drawings and specifications as they are being prepared, and recommending alternative solutions whenever design details affect construction feasibility, costs or schedules; however, the Construction Manager shall not assume any of the Architect's responsibilities for design work on the Project.

e. Construction Planning. The Construction Manager shall provide recommendations and information to the Architect and Old National regarding the assignment of responsibilities for safety precautions and programs, temporary Project facilities, and equipment, materials and services for common use of contractors and subcontractors. The Construction Manager shall verify that the requirements and assignment of responsibilities are included in the proposed contract documents. The Construction Manager shall advise the Architect and Old National on the separation of the Project into contracts for various categories of work. The Construction Manager shall review the drawings and specifications with the Architect and Old National to eliminate areas of conflict and overlap in the work to be performed by the contractors and shall prepare prequalification criteria for bidders. The Construction Manager shall make recommendations to facilitate the bidding and awarding of! contracts, and shall make recommendations as required to provide that the work of the subcontractors is coordinated, all requirements for the Project have been assigned to the appropriate subcontractors, the likelihood of jurisdictional disputes has been minimized, and proper coordination has been provided for phased construction. In making such recommendations, the Construction Manager shall take into consideration such factors as time of performance, availability of labor and materials and provisions for temporary facilities.

f. Construction Schedule. The Construction Manager shall develop a Project construction schedule providing for all major elements, including but not limited to, phasing of construction and times of commencement and completion required of each subcontractor. A copy of such Project construction schedule shall be provided with each set of bidding documents. The Construction Manager shall investigate and recommend a schedule for Old National's purchase of materials and equipment requiring long lead time procurement. The Construction Manager shall expedite and coordinate delivery of such purchases. The Construction Manager shall provide an analysis of the types and quantities of labor required for the Project and review the availability of appropriate categories of labor required, and shall make recommendations for actions designed to minimize adverse effects of labor shortages.

g. Equal Employment Opportunity. The Construction Manager shall comply with applicable laws and regulations regarding equal employment opportunity and affirmative action programs.

h. Prequalification Criteria. The Construction Manager shall make recommendations for prequalification criteria for bidders, develop bidders' interest in the Project, establish bidding schedules, assist the Architect in issuing bidding documents to bidders, conduct pre-bidding conferences to familiarize bidders with the bidding documents and management techniques and with any special systems, materials or methods, assist the Architect with receipt and answering of questions from bidders, and with issuance of addenda. With the Architect's assistance, the Construction Manager shall receive bids, prepare bid analyses and make recommendations to Old National for awarding of contracts or rejection of bids. Also, with the Architect's assistance, the Construction Manager shall conduct pre-award conferences with successful bidders and advise Old National on the acceptability of subcontractors and material suppliers proposed by contractors.

4. CONSTRUCTION PHASE. The Construction Phase is hereby expressly agreed to have commenced with the commencement of Prior Work, as defined above, and said Construction Phase shall include and the terms of this Contract shall apply to any and all Prior Work, said Prior Work being attached hereto as Exhibit "K" and made a part hereof. Together with the Construction Manager's obligation to provide Basic Services under this Contract, the Construction Phase will end thirty (30) days after final payment to all subcontractors is due. The Construction Manager shall provide services, assistance and expertise to Old National during the Construction Phase as described hereinbelow:

a. Project Control. In cooperation with the Architect, the Construction Manager shall provide administrative, management and related services as required to coordinate the work of the subcontractors with each other and with the activities and responsibilities of the Construction Manager, Old National and the Architect to complete the Project in accordance with Old National's objectives of cost, time and quality. The Construction Manager shall maintain a sufficient and competent full-time staff at the Project site to coordinate and provide general direction of the work of the subcontractors on the Project and to carry out the requirements of this Contract. The Construction Manager shall establish on-site organization and lines of authority in order to carry out the overall plans of the Project.

b. Construction Progress Meetings. The Construction Manager shall schedule and conduct, with Old National, the Architect and the subcontractors, pre-construction, construction and progress meetings to discuss such matters as procedures, progress, problems and scheduling. After such meetings, the Construction Manager shall prepare and promptly distribute minutes.

c. Construction Schedule Updates. Consistent with the Project construction schedule issued with the bidding documents, and utilizing the subcontractors' construction schedules provided by the subcontractors, the Construction Manager shall update the Project construction schedule incorporating the activities of the subcontractors on the Project, including activity sequences and durations, allocation of labor and materials, processing of shop drawings, product data and samples, and delivery of products requiring long lead time procurement. Such construction schedule shall include Old National's occupancy requirements showing portions of the Project having occupancy priority. The Construction Manager shall update and reissue the Project construction schedule as required to show current conditions and revisions required by actual experience.

d. Contractor's Qualifications. The Construction Manager shall determine the adequacy of subcontractors' personnel and equipment and the availability of materials and supplies to meet the Project construction schedule. The Construction Manager shall endeavor to achieve satisfactory performance from each of the subcontractors, and shall recommend courses of action to Old National when requirements of a contract are not being fulfilled, and the nonperforming party fails to take satisfactory corrective action. The Construction Manager shall provide all supervision, labor, materials, construction equipment, tool and subcontract items which are necessary for completion of the Project which are not provided by either the subcontractors or Old National.

e. Project Cost Control. The Construction Manager shall revise and refine the approved estimate of the Project construction costs, incorporate approved changes as they occur and develop cash flow reports and forecasts as required. The Construction Manager shall provide regular monitoring of the approved estimate of the Project construction cost, showing actual costs for activities in progress and estimates for uncompleted tasks. The Construction Manager shall identify variances between actual and budgeted or estimated costs, and advise Old National and the Architect whenever projected costs exceed budgets or estimates. The Construction Manager shall maintain cost accounting records on authorized work performed under unit costs, actual costs for labor and materials, or other basis requiring accounting records. The Construction Manager shall maintain such records for a period of three (3) years after completion of the Project and final payment. The accountin! g and payment application procedures are further defined in Exhibit "E".

f. Change Orders. The Construction Manager shall develop and implement a system for the preparation, review and processing of change orders, and shall recommend necessary or desirable changes to Old National and the Architect, review requests for changes, submit recommendations to Old National, Hokanson and the Architect and assist in negotiating change orders. If such change orders are accepted, the Construction Manager shall prepare and sign change orders for Old National's signature and authorization.

g. Payments to Contractors. The Construction Manager shall develop and implement procedures for the review and processing of applications by subcontractors for progress and final payments. The Construction Manager shall make recommendations to Hokanson and the Architect for certification to Old National for payment.

h. Review of Safety Programs. The Construction Manager shall administer safety programs for the Project without assuming any of the Architect's legal responsibilities for design and inspection. Performance of such review and recommendation services by the Construction Manager shall not relieve the subcontractors of their responsibilities for performance of the work and for the safety of persons and property, and for compliance with all federal, state and local statutes, rules, regulations and orders applicable to the conduct of the work.

i. Permits and Fees. The Construction Manager shall assist Old National and the Architect in obtaining necessary building permits and special permits for permanent improvements, excluding permits required to be obtained directly by various subcontractors. The Construction Manager shall assist in obtaining necessary approvals from authorities having jurisdiction over the Project, and shall verify that applicable fees and assessments have been paid.

j. Old National's Consultants. If required, the Construction Manager shall assist Old National in selecting and retaining the professional services of surveyors, special consultants and testing laboratories, and in coordinating such services.

k. Review of Contractor's Work. The Construction Manager shall determine in general that the work of each subcontractor is being performed in accordance with the requirements of the contract documents, and shall endeavor to guard Old National against defects and deficiencies in such work. As appropriate, the Construction Manager shall require special inspection or testing, or make recommendations to the Architect regarding special inspections or testing, of work not in accordance with the provisions of the contract documents whether or not such work be then fabricated, installed or completed. Subject to review by the Architect, the Construction Manager shall reject work which does not conform to the requirements of the contract documents. The Construction Manager shall consult with the Architect and Old National if any contractor requests interpretation of the meaning and intent of the drawings and specifications, and shall assist in resolution of questions ! which may arise. The Construction Manager shall obtain certificates of insurance from the subcontractors, and forward them to Old National with a copy to the Architect. The Construction Manager shall receive from the subcontractors and review all shop drawings, product data, samples and other submittals. In collaboration with the Architect, the Construction Manager shall establish and implement procedures for expediting the processing and approval of such submittals from the subcontractors.

l. Progress Reports. The Construction Manager shall record the progress of the Project, and shall submit written progress reports to Old National and the Architect including information on each subcontractor and each subcontractor's work, as well as the entire Project, showing percentages of completion and the number and amounts of change orders. The Construction Manager shall keep a daily log containing a record of weather, subcontractors' work on the site, number of workers, work accomplished, problems encountered and other similar relevant data as Old National or the Architect may require. The Construction Manager shall keep such daily log available to Old National and the Architect.

m. Project Site Documents. The Construction Manager shall maintain at the Project site, on a current basis: records of all necessary contracts, drawings, specifications, addenda, change orders and other modifications, samples, submittals, purchases, materials, equipment, applicable handbooks, maintenance and operating manuals and instructions and other related documents and revisions which arise out of the contracts or work on the Project. The Construction Manager shall maintain records, in duplicate, of principal building layout lines, elevations of the bottom of footings, floor levels and key site elevations certified by a qualified surveyor or professional engineer. Upon completion of the Project, the Construction Manager shall deliver all such records to Old National.

n. Old National's Purchases. The Construction Manager shall arrange for delivery, storage, protection and security of Old National-purchased materials, systems and equipment which are a part of the Project, until such items are incorporated into the Project. With the Architect and Old National's maintenance personnel, the Construction Manager shall observe the subcontractors' checkout of utilities, operational systems and equipment for readiness and assist in their initial start up and testing.

o. Project Completion. When the Construction Manager considers each subcontractor's work or a designated portion thereof substantially complete, the Construction Manager shall request the Architect to prepare a list of incomplete or unsatisfactory items and a schedule for their completion. Following the Architect's issuance of a certificate of substantial completion of the Project or designated portions thereof, the Construction Manager shall evaluate the completion of the work of the subcontractors and make recommendations to the Architect when work is ready for final inspection. The Construction Manager shall assist the Architect in conducting final inspections, and shall secure and transmit to Old National any specific written warranties or guarantees given by others, including all required subcontractor guarantees and warranties, affidavits, releases, bonds and waivers. The Construction Manager shall deliver to Old National all keys, manuals, record draw! ings and maintenance stock.

5. CONSTRUCTION MANAGER'S RESPONSIBILITIES AS CONTRACTOR. The parties acknowledge and understand that the Construction Manager will be directly performing portions of the work on the Project. The parties also understand that such other work on the Project shall be governed by a separate Construction Contract entered into between Old National and Construction Manager in the same form as attached hereto as Exhibit "B". For such construction work performed by the Construction Manager, and in addition to other responsibilities hereinabove, but as more fully set forth in the Construction Contract between Old National and Contractor, the Construction Manager shall be responsible as follows:

a. Construction Manager shall supervise and direct such work using its best skill and attention and Construction Manager shall be solely responsible for all construction means, methods, techniques, sequences and procedures.

b. Unless otherwise specifically provided by this Contract, Construction Manager shall provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and employees.

c. Construction Manager shall at all times enforce strict discipline and good order among its employees and shall not employ on the Project any unfit person or anyone not skilled in the task assigned to him.

d. Construction Manager warrants to Old National that all materials and equipment incorporated in the work provided by the Construction Manager on the Project will be new unless otherwise specified, and that all work on the Project will be of good quality, free from faults and defects and in conformance with this Contract. All work not conforming to these requirements may be considered defective.

e. Construction Manager shall give all notices and comply with all laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the performance of the work on the Project, and shall promptly notify Old National if the drawings and specifications are at variance therewith.

f. Construction Manager shall abide by all applicable U.S. Department of Labor regulations and Fair Labor Standards Provisions, including but not limited to regulations governing payment of wages, and State laws governing payment of prevailing wages.

g. Construction Manager shall be responsible to Old National for the acts and omissions of its employees, subcontractors and their agents and employees, and other persons performing any of the work under a contract with or on behalf of Construction Manager.

h. By executing this Contract, Construction Manager represents that Construction Manager has visited the site and familiarized itself with the local conditions under which the work is to be performed, and agrees that the site conditions shall in no way create circumstances which would require adjustments in the cost of the work on the Project.

i. Exhibit "I" defines work to be performed by ICI.

6. COSTS TO BE REIMBURSED FOR CONSTRUCTION MANAGER'S WORK AS CONTRACTOR. The parties acknowledge and understand that the Construction Manager shall be reimbursed for Construction Manager's costs of the portions of the work on the Project performed by Construction Manager, which costs shall be more specifically provided for in the Construction Contract between Old National and Construction Manager, and that such reimbursement will be in addition to the Construction Manager's Fee set forth herein. For such portions of the work on the Project performed by the Construction Manager, the parties acknowledge and agree that the term "cost of work" shall mean costs necessarily incurred by Construction Manger in good faith and proper performance of such portions of the work on the Project. Such costs shall be at rates not higher than the standard paid at the place of the Project, except with prior consent of Old National. The cost of the work performed by Const! ruction Manager shall include only the items set forth in this Paragraph:

a. Wages for labor in the direct employ of Construction Manager in the performance of the Work at the rates set forth in writing and attached hereto as Exhibit "C", which are incorporated herein;

b. Charges for Construction Manager's personnel, when stationed at the field office and engaged exclusively in the performance in the Work, or other personnel as Construction Manager and Old National may mutually agree, at the rates set forth in writing and attached hereto as Exhibit "C", which are incorporated herein;

c. Charges for Construction Manager's personnel, who are engaged in expediting production or transportation of materials or equipment, whether stationed at the field office or stationed at other offices, to the extent such personnel are so engaged exclusively in the performance of the Work, shall be reimbursed in accordance with the rates set forth in writing and attached hereto as Exhibit "C", which are incorporated herein, but only to the extent of time:

i. properly and actually devoted to the performance of the work; and

ii. reasonably verifiable by the Construction Manager.

d. Costs, including transportation, of materials and equipment incorporated or to be incorporated in the Project;

e. Payment made by Construction Manager to subcontractors and material suppliers in accordance with the requirements of the subcontracts and purchase orders;

f. Costs of all materials, temporary facilities, equipment and hand tools not customarily owned by construction workers, which are provided by the Construction Manager at the site and fully consumed in the performance of the Work on the Project, based on the rates set forth in writing and attached hereto as Exhibit "C", which are incorporated herein;

g. Reasonable rental costs for necessary temporary facilities, machinery, equipment and hand tools used at the site in performance of the work. Equipment owned by Construction Manager to be reimbursed based on the rates set forth in writing and attached as Exhibit "C", which are incorporated herein.

h. Costs of facsimiles and long-distance telephone calls, postage and parcel delivery charges, telephone service, utility fees, usage charges at the site and reasonable petty cash expenses of the site office;

i. Sales, use or similar taxes imposed by a governmental authority, if any, which are related to portions of the work performed by Construction Manager and for which Construction Manger is liable;

j. Fees and assessments for the building permit and for other permits, licenses and inspections for which Construction Manager is required by this Contract to pay;

k. Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons or property to the extent not caused by Construction Manager, a subcontractor or anyone for whom neither Construction Manager or a subcontractor is responsible;

l. Costs of any performance or payment bonds;

m. Other costs incurred in Construction Manager's performance of portions of the work if and to the extent approved in advance in writing by Old National; and

n. Notwithstanding the breakdown or categorization of any costs to be reimbursed in this Paragraph or elsewhere in this Contract, there shall be no duplication of payment in the event any particular items for which payment is requested can be characterized as falling into more than one of the types of compensable or reimbursable categories.

7. COSTS NOT TO BE REIMBURSED FOR CONSTRUCTION MANAGER'S WORK AS CONTRACTOR. The cost of the work shall not include:

a. Salaries or other compensation of Construction Manger's personnel stationed at Construction Manager's principle office or offices other than the site office, except as specifically provided herein;

b. Expenses of Construction Manager's principle office or offices other than the site office;

c. Overhead and general expenses, including interest on Construction Manager's capital employed for the work;

d. Construction Manger's capital expenses, including interest on Construction Manager's capital employed for the work;

e. Costs due to the fault or negligence of or failure to comply with the requirements of this Contract by Construction Manger, subcontractors, anyone directly or indirectly employed by any of them, or for whose acts any of them may be liable, including but not limited to costs for the correction of damaged, defective or nonconforming work, disposal and replacement of materials and equipment incorrectly ordered or supplied, and making good damage to property not forming part of the work;

f. Costs of existing or additional insurance premiums required by this Contract; and

g. Any costs not specifically and expressly described herein or otherwise approved in advance in writing by Old National.

8. ADDITIONAL SERVICES. As requested by Old National, the Construction Manager shall provide additional services upon signed, written agreement between Old National and the Construction Manager defining the extent of such additional services and the amount and manner in which the Construction Manager will be compensated for such additional services. Additional Services shall include services not otherwise included in this Contract which are requested by Old National.

9. OWNER'S RESPONSIBILITIES. Old National shall provide full information regarding the requirements of the Project, including a program, which shall set forth Old National's objectives, constraints and criteria, including space requirements and relationships, flexibility and expandability requirements, special equipment and systems and site requirements.

Old National shall provide a budget for the Project, based on consultation with the Construction Manager and the Architect, which shall include contingencies for bidding, changes during construction and other costs which are the responsibility of Old National. Old National shall, at the reasonable request of the Construction Manager, provide a statement of funds available for the Project and their source.

Old National hereby designates Jim Unverzagt, Vice President, Facilities and Property Management, as the representative authorized to act in Old National's behalf with respect to the Project ("Authorized Representative"). Old National, or such Authorized Representative, shall examine documents submitted by the Construction Manager and shall render decisions pertaining thereto promptly to avoid unreasonable delay in the progress of the Construction Manager's services.

Old National shall furnish the Construction Manager with a copy of the Agreement between the Architect and Old National, and such Agreement shall not be modified without written notification to the Construction Manager.

Old National shall furnish for the site of the Project all necessary surveys describing the physical characteristics, soil reports and subsurface investigations, legal limitations, utility locations, and a legal description. Old National shall secure and pay for necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing structures. Old National shall furnish such legal, accounting and insurance counseling services as may be necessary for the Project, including such auditing services as Old National may require to verify the Project applications for payment or to ascertain how or for what purposes the contractors have used the monies paid by or on behalf of Old National.

Old National shall furnish the Construction Manager a sufficient quantity of construction documents as reasonably necessary for execution of the Project.

Old National shall obtain the insurance, including builder's risk insurance, for the Project and shall bear the cost of any bonds required.

The services, information, surveys and reports required by the above paragraphs shall be furnished with reasonable promptness at Old National's expense.

If Old National observes or otherwise becomes aware of any fault or defect in the Project or nonconformance with the contract documents, prompt written notice thereof shall be given by Old National to the Construction Manager and the Architect.

Old National reserves the right to perform work related to the Project with Old National's own forces, and to award contracts in connection with the Project which are not part of the Construction Manager's responsibilities under this Contract. The Construction Manager shall notify Old National if any such independent action will in any way compromise the Construction Manager's ability to meet the Construction Manager's responsibilities under this Contract.

Old National shall make reasonable efforts to furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the Construction Manager's services and the work of the contractors.

Except as may otherwise be provided in the contract documents, Old National, the Architect and the contractors may communicate through the Construction Manager. It is expressly understood, however, that Old National may, at any time, directly communicate with the Architect or any contractors should the need arise. Architect shall correspond through Construction Manager for all communications with subcontractors.

10. PROJECT SCHEDULE. The services to be provided under this Contract shall be in general accordance with the Project Schedule attached as Exhibit "D" and incorporated herein.

The Project shall be substantially complete no later than the 6^th day of October, 2004. The date of substantial completion of the Project or a designated portion thereof is the date when construction is sufficiently complete in accordance with the drawings and specifications so Old National can occupy or utilize the Project or designated portions thereof for the use for which it is intended. Warranties called for by this Contract or by the drawings and specifications or other contract documents shall commence on the date of substantial completion of the Project or designated portions thereof.

If the Construction Manager is delayed at any time in the progress of the Project by any negligent act or omission of Old National or the Architect or by any employee of either, or by any separate contractor employed by Old National, or by changes ordered in the Project, or by labor disputes, fire, unusual delay in transportation, adverse weather conditions not reasonably anticipatable, unavoidable casualties or any causes beyond the Construction Manager's control, or by delay authorized by Old National pending dispute resolution, the construction completion date shall be extended by change order for a reasonable length of time.

Construction Manager understands and agrees that time is of the essence in the performance of this Contract.

11. CONSTRUCTION MANAGER'S FEE. In consideration of the performance of the Contract, Old National agrees to pay the Construction Manager in current funds as compensation for its services a Construction Manager's Fee in an amount equal to four and one-fourth percent (4.25%) of the total construction cost of the Project.

Included in the Construction Manager's Fee are salaries and other compensation of the Construction Manager's employees at the principal office and branch offices, general operating expenses of the Construction Manager's principal and branch offices, any part of the Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Project, and overhead or general expenses of any kind, except as may be expressly included in the Reimbursable Costs Paragraph of this Contract.

12. REIMBURSABLE COSTS. Old National agrees to pay the Construction Manager for the reimbursable costs the Construction Manager incurs as provided hereinbelow ("Reimbursable Costs"). Such payments shall be in addition to the Construction Manager's Fee as provided hereinabove. Reimbursable Costs shall include the following:

a. Legal costs reasonably and properly resulting from prosecution of the Project for Old National; and

b. Such other costs as Old National and the Construction Manager may mutually agree upon.

13. CHANGES IN THE PROJECT. Old National, without invalidating this Contract, may order changes in the Project within the general scope of this Contract consisting of additions, deletions or other revisions, and the Construction Manager's Fee and the Project completion date shall be adjusted accordingly. All such changes in the Project shall be authorized by a written change order to the Construction Manager signed by Old National or Old National's Authorized Representative, authorizing a change in the scope of the Project, services to be provided and/or the Construction Manager's Fee or the Project completion date.

14. PAYMENTS TO THE CONSTRUCTION MANAGER. Construction Manager shall submit monthly to Old National, for Old National's review and approval, a statement showing in detail all Reimbursable Costs as defined in Paragraph 12, above, incurred during the previous month and the amount of Construction Manager's Fee due as provided above. Each such statement shall also include reasonable documentation evidencing costs for which reimbursement is being requested, and shall also include itemization of all subcontractors, materialmen and suppliers together with amounts to be paid to each subcontractor, materialmen and suppliers from the payment amount requested by such statement. The amount of each monthly payment is subject to approval by Old National. Upon Old National's review and approval of such statement, payment by Old National to Construction Manager shall be made within thirty (30) days after it is submitted to Old National. Because the Construction Manag! er is not submitting a performance bond assuring completion of the Project, Old National will retain ten percent (10%) of each approved monthly payment including the Construction Manager's Fee, until the Project is fifty percent (50%) complete, then retainage will be reduced to zero percent (0%) resulting in a five percent (5%) retainage withheld upon completion of the project. Final payment constituting the unpaid balance of Reimbursable Costs and Construction Manager's Fee shall be due and payable within thirty (30) days after the Project is delivered to Old National, ready for beneficial occupancy, or when Old National occupies the Project, whichever event first occurs, provided that the Project be then substantially completed and this Contract substantially performed, such substantial performance being designated in writing and executed by Old National, the Architect and the Construction Manager.

The retainages set forth above, as well as any funds that may be in dispute, shall be deposited in an escrow account pursuant to the Escrow Agreement, attached hereto as Exhibit "F" and made a part of hereby.

15. CONSTRUCTION MANAGER'S ACCOUNTING RECORDS. Records of Reimbursable Costs and costs pertaining to services performed on the Project shall be kept on the basis of generally accepted accounting principles and shall be available to Old National or Old National's Authorized Representative at mutually convenient times.

16. INDEMNIFICATION PRIOR TO "FIRST SUBSTANTIAL COMPLETION" AND OCCUPANCY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE INDEMNIFICATION IN THIS PARAGRAPH 16 SHALL APPLY TO ANY CLAIM (AS DEFINED HEREIN), THE OCCURRENCE OF WHICH ARISES PRIOR TO AND INCLUDING THE DATE OF "FIRST SUBSTANTIAL COMPLETION" (AS IS ALSO DEFINED HEREIN), WHETHER OR NOT NOTICE OF SUCH CLAIM HAS BEEN GIVEN OR A DEMAND THEREUPON MADE BY ANY PARTY. AS USED HEREIN, THE DATE OF "FIRST SUBSTANTIAL COMPLETION" SHALL BE DEFINED TO MEAN THE DATE DETERMINED BY THE ARCHITECT PURSUANT TO THE GENERAL CONDITIONS OF THE CONTRACT, AIA DOCUMENT A201-1997 ARTICLE 9.8 TO BE THE FIRST SUBSTANTIAL COMPLETION OF ANY FLOOR OR AREA WITH THE EXCEPTION OF THE PARKING GARAGE, AND SHALL INCLUDE, BUT NOT BE LIMITED TO, OCCUPANCY OF THE FIRST SUBSTANTIALLY COMPLETE AREA PURSUANT TO A CERTIFICATE OR PARTIAL CERTIFICATE OF OCCUPANCY ISSUED BY THE EVANSVILLE BUILDING COMMISSION AND THE COMPLETION OF ! ALL ACTIVITIES ON THE PROJECT SCHEDULE THAT ARE DESIGNATED TO BE COMPLETED ON OR BEFORE SAID DATE OF "FIRST SUBSTANTIAL COMPLETION".

CONSTRUCTION MANAGER AGREES TO INDEMNIFY OLD NATIONAL AGAINST AND HOLD OLD NATIONAL HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGES, LAWSUITS, LOSSES, AND EXPENSES, INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND COURT COSTS ARISING OUT OF OR RELATING TO ANY CLAIM OR CAUSE OF ACTION OF ANY NATURE ARISING WHILE ON OR NEAR THE WORK, INCLUDING CLAIMS RELATING TO ITS REPRESENTATIVES, EMPLOYEES, SUBCONTRACTORS, MATERIALMEN OR SUPPLIERS, OR BY REASON OF ANY CLAIM OR DISPUTE OF ANY PERSON OR ENTITY FOR DAMAGES FROM ANY CAUSE DIRECTLY OR INDIRECTLY RELATING TO ANY ACTION OR FAILURE TO ACT BY CONSTRUCTION MANAGER, CONSTRUCTION MANAGER'S REPRESENTATIVES, EMPLOYEES, SUBCONTRACTORS, MATERIALMEN OR SUPPLIERS, AND WHETHER OR NOT IT IS ALLEGED THAT OLD NATIONAL IN ANY WAY CONTRIBUTED TO THE ALLEGED WRONGDOING OR IS LIABLE DUE TO A NON-DELEGABLE DUTY. HOWEVER, CONSTRUCTION MANAGER SHALL NOT BE OBLIGATED TO INDEMNIFY OLD NATIONAL FOR THE SOLE NEGLIGENCE OR WILLFUL M! ISCONDUCT OF OLD NATIONAL, OR ANY EMPLOYEE OF OLD NATIONAL, WHERE SUCH INDEMNIFICATION IS CONTRARY TO LAW. IT IS THE INTENT OF THE PARTIES THAT CONSTRUCTION MANAGER SHALL INDEMNIFY OLD NATIONAL TO THE FULLEST EXTENT PERMITTED BY LAW FOR SUCH LIABILITY. IN ANY AND EVERY CLAIM AGAINST OLD NATIONAL BY ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY CONSTRUCTION MANAGER, THE INDEMNIFICATION OBLIGATION UNDER THIS PARAGRAPH MAY NOT BE LIMITED IN ANY WAY BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE BY OR FOR CONSTRUCTION MANAGER OR ANY SUBCONTRACTOR(S) UNDER WORKER'S OR WORKMEN'S COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFITS ACTS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE INDEMNITY HEREINABOVE SET FORTH SHALL INCLUDE ALL LIABILITY, DAMAGES, LOSSES, CLAIMS, DEMANDS AND ACTIONS ARISING OUT OF PERSONAL INJURY, DEATH OR DAMAGE TO PERSONAL PROPERTY OF OLD NATIONAL, OLD NATIONAL'S EMPLOYEES OR AGENTS OR LICENSEES OR INVITEES OR TO ANY OTHER PERSONS, WHETHER BASED UPON OR CLAIMED TO BE BASED UPON, STATUTORY, CONTRACTUAL, COMMON LAW, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, FRAUD, CONVERSION, INTENTIONAL TORT OR OTHER COMMON LAW TORT) OR OTHER LIABILITY OF CONSTRUCTION MANAGER, CONSTRUCTION MANAGER'S REPRESENTATIVES, EMPLOYEES, SUBCONTRACTORS, MATERIALMEN OR SUPPLIERS OR ANY OTHER PERSONS (HEREINAFTER COLLECTIVELY "CLAIM"). THE PROMISE OF INDEMNIFICATION IN THIS PARAGRAPH SHALL NOT BE CONSTRUED TO INDEMNIFY OLD NATIONAL FOR ANY LOSS OR DAMAGE ATTRIBUTABLE TO THE SOLE NEGLIGENT ACTS OR OMISSIONS OF OLD NATIONAL, OR ANY EMPLOYEE OF OLD NATIONAL, WHERE SUCH INDEMNIFICATION IS CONTRARY TO LA! W. THE PROMISE OF INDEMNIFICATION IN THIS PARAGRAPH HOWEVER, SHALL BE CONSTRUED TO REFLECT CONSTRUCTION MANAGER'S INTENT TO INDEMNIFY OLD NATIONAL TO THE FULLEST EXTENT PERMITTED BY LAW FOR SUCH LIABILITY. OLD NATIONAL SHALL BE ENTITLED TO RECOVER ALL COSTS AND EXPENSES, INCLUDING ATTORNEYS' FEES AND COURT COSTS INCURRED IN COMPELLING CONSTRUCTION MANAGER BY LEGAL PROCESS TO ABIDE BY THE TERMS OF THIS PROVISION, WHICH LEGAL PROCESS SHALL INCLUDE, BUT IS NOT LIMITED TO, DECLARATORY ACTIONS BY OLD NATIONAL TO ENFORCE THIS PROVISION.

Construction Manager shall insure specifically the indemnity contained hereinabove and shall include Old National as an additional insured by causing amendatory riders or endorsements to be attached to the insurance policies described in this Contract.

17. INDEMNIFICATION AFTER "FIRST SUBSTANTIAL COMPLETION" AND OCCUPANCY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE INDEMNIFICATION IN THIS PARAGRAPH 17 SHALL APPLY TO ANY OCCURRENCE SUBSEQUENT TO THE DATE OF "FIRST SUBSTANTIAL COMPLETION" AS DEFINED ABOVE IN PARAGRAPH 16.

CONSTRUCTION MANAGER AND OLD NATIONAL AGREE TO INDEMNIFY EACH OTHER AGAINST AND HOLD EACH OTHER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGES, LAWSUITS, LOSSES, AND EXPENSES, INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND COURT COSTS ARISING OUT OF OR RELATING TO ANY CLAIM OR CAUSE OF ACTION OF ANY NATURE ARISING WHILE ON OR NEAR THE WORK, INCLUDING CLAIMS RELATING TO EACH OTHER'S REPRESENTATIVES, AGENTS, EMPLOYEES, LICENSEES, CONTRACTORS, MATERIALMEN OR SUPPLIERS, OR BY REASON OF ANY CLAIM OR DISPUTE OF ANY PERSON OR ENTITY FOR DAMAGES FROM ANY CAUSE DIRECTLY OR INDIRECTLY RELATING TO ANY ACTION OR FAILURE TO ACT BY EITHER PARTY, EITHER PARTY'S REPRESENTATIVES, AGENTS, EMPLOYEES, LICENSEES, CONTRACTORS, MATERIALMEN OR SUPPLIERS, AND WHETHER OR NOT IT IS ALLEGED THAT EITHER PARTY IN ANY WAY CONTRIBUTED TO THE ALLEGED WRONGDOING OR IS LIABLE DUE TO A NON-DELEGABLE DUTY. IT IS THE INTENT OF THE PARTIES TO INDEMNIFY EACH OTHER ONLY TO THE EXTENT OF TH! E COMPARITIVE FAULT OF THE INDEMNITOR AND/OR ITS AGENTS AND EMPLOYEES. IN ANY AND EVERY CLAIM AGAINST EITHER PARTY BY ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY EITHER PARTY, THE INDEMNIFICATION OBLIGATION UNDER THIS PARAGRAPH MAY NOT BE LIMITED IN ANY WAY BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER WORKER'S OR WORKMEN'S COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFITS ACTS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE INDEMNITY HEREINABOVE SET FORTH IN THIS PARAGRAPH 17 SHALL INCLUDE ALL LIABILITY, DAMAGES, LOSSES, CLAIMS, DEMANDS AND ACTIONS ARISING OUT OF PERSONAL INJURY, DEATH OR DAMAGE TO PERSONAL PROPERTY OF EITHER PARTY OR THEIR REPRESENTATIVES, AGENTS, EMPLOYEES, LICENSEES, CONTRACTORS MATERIALMEN OR SUPPLIERS OR TO ANY OTHER PERSONS, WHETHER BASED UPON OR CLAIMED TO BE BASED UPON, STATUTORY, CONTRACTUAL, COMMON LAW, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, FRAUD, CONVERSION, INTENTIONAL TORT OR OTHER COMMON LAW TORT) OR OTHER LIABILITY OF EITHER PARTY OR THEIR REPRESENTATIVES, AGENTS, EMPLOYEES, LICENSEES, CONTRACTORS, MATERIALMEN, SUPPLIERS OR TO ANY OTHER PERSONS (HEREINAFTER "CLAIM"). THE INDEMNITEE SHALL BE ENTITLED TO RECOVER ALL COSTS AND EXPENSES, INCLUDING ATTORNEYS' FEES AND COURT COSTS INCURRED IN COMPELLING THE INDEMNITOR BY LEGAL PROCESS TO ABIDE BY THE TERMS OF THIS PROVISION, WHICH LEGAL PROCESS SHALL IN! CLUDE, BUT IS NOT LIMITED TO, DECLARATORY ACTIONS TO ENFORCE THIS PROVISION.

18. CONSTRUCTION MANAGER'S LIABILITY INSURANCE. The Construction Manager shall maintain, at its own expense, the following insurance coverages, insuring the Construction Manager, its employees, agents and designees and the indemnitees as required herein, which insurance shall be placed with insurance companies reasonably acceptable to Old National and shall incorporate a provision requiring the giving of written notice to Old National at least thirty (30) days prior to the cancellation, non-renewal or material modification of any such policies as evidenced by return receipt of United States Certified Mail:

a. Comprehensive General Liability Insurance in the amount of One Million Dollars ($1,000,000.00) (including coverage for blanket contractual liability, broad form property damage and personal injury, and products/completed functions).

b. Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles, if any, in the amount of One Million Dollars ($1,000,000.00) covering personal injury, bodily injury and property damage.

c. Worker's Compensation Insurance in the amount of the statutory maximum with an employer's liability coverage of at least Five Hundred Thousand Dollars ($500,000.00)/Five Hundred Thousand Dollars ($500,000.00)/Five Hundred Thousand Dollars ($500,000.00).

The Construction Manager shall have the following endorsement added to its Comprehensive General Liability policy:

"It is hereby agreed and understood that the indemnitees [Old National and its representatives] are named as additional insureds. If the additional insureds have other insurance that is applicable to the loss, such other insurance shall be on an excess or contingent basis. The amount of the company's [Construction Manager's] liability under this policy shall not be reduced by the existence of such other insurance. It is further agreed that the coverage afforded to the additional insureds shall not apply to the sole negligence of the additional insureds."

All deductibles of any policy of insurance to be purchased by the Construction Manager hereunder shall be borne by the Construction Manager. The Construction Manager shall submit valid certificates in form and substance satisfactory to Old National evidencing the effectiveness of the foregoing insurance policies along with the original copies of the amendatory riders to any such policies to Old National for Old National's approval before the Construction Manager commences the rendition of any services hereunder. The certificate of liability insurance is attached hereto as Exhibit "G" and made a part hereof.

The Construction Manager hereby agrees to maintain the insurance described hereinabove during the term hereof. If the Construction Manager fails to furnish and maintain such insurance, Old National may purchase such insurance on behalf of the Construction Manager, and the Construction Manager shall pay the cost thereof to Old National upon demand and shall furnish to Old National any information needed to obtain such insurance.

19. TERMINATION, SUSPENSION OR ABANDONMENT. This Contract may be terminated by either party upon not less than seven (7) days written notice should the other party fail substantially to perform in accordance with the terms of this Contract through no fault of the party initiating the termination. If the Project is suspended by Old National for more than thirty (30) consecutive days, the Construction Manager shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Construction Manager's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Construction Manager's services. This Contract may be terminated by Old National upon not less that seven (7) days written notice to the Construction Manager at the sole discretion of Old National. If the Project is abandoned by Old National for more than ninety (90) consecutive days, the Constructio! n Manager may terminate this Contract by giving written notice.

In the event of termination not the fault of the Construction Manager, the Construction Manager shall be compensated for all services performed to the termination date together with Reimbursable Costs then due and all Termination Expenses. Termination Expenses are defined as Reimbursable Costs directly attributable to termination for which the Construction Manager is not otherwise compensated.

If the Construction Manager fails to perform any of its obligations under this Contract, Old National may, after seven (7) days written notice during which period the Construction Manager fails to perform such obligations, make good such deficiencies.

If the Construction Manager is adjudged a bankrupt, or if it makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of its insolvency, or persistently disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or otherwise is in substantial violation of a provision of this Contract, then Old National may, without prejudice to any right or remedy or after giving the Construction Manager and its surety, if any, seven (7) days written notice, during which period Construction Manager fails to cure the violation, terminate the employment of the Construction Manager and take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Construction Manager and may finish the Project by whatever method Old National may deem expedient. In such case, the Construction Manager shall not be entitled to receive any further payment until! the Project is finished nor shall the Construction Manager be relieved from its obligations assumed under this Contract.

20. DISPUTE RESOLUTION. Any claim, dispute or other matter in question arising out of or relating to this Agreement shall be subject to mediation as a condition precedent to the institution of legal or equitable proceedings by either party. If such matter relates to or is the subject of a lien arising out of the Construction Manager's services, the Construction Manager may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation.

Old National and Construction Manager shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Indiana Rules for Alternative Dispute Resolution currently in effect but only insofar as they are consistent with this Agreement. Request for mediation shall be filed in writing with the other party to this Agreement and with the pre-selected mediator and alternate mediator named below. Mediation shall be a condition precedent to the institution of legal or equitable proceedings.

The parties hereby agree that the mediator in all matters hereunder shall be Frederick R. Folz, Esq. of Evansville, Indiana. In the event that Frederick R. Folz is unable to serve as mediator in a matter hereunder, then Ross Rudolph, Esq., of Evansville, Indiana shall serve as the alternate mediator. The parties shall share the mediator's fee equally. The fees paid to the mediator shall be no higher than the fees usually and customarily charged by that mediator for mediation services provided in Evansville, Indiana. 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.

Old National, Construction Manager, Architect, Architect's subcontractors, general contractors, subcontractors, materialmen and suppliers engaged on the Project who have an interest in any claim, dispute or other matter in question arising out of or relating to this Project agree to be joined as parties in the mediation. Construction Manager hereby expressly agrees and consents to such joinder.

In the event of any litigation between the parties hereto involving the Project or the respective rights of the parties thereto, the non-prevailing party in such litigation shall pay to the prevailing party reasonable attorney fees, court costs and expenses of such litigation but not to exceed that percentage of legal fees and expenses incurred equivalent to the percentage of actual success of the prevailing party, which percentage is calculated by dividing the amount of the actual judgment by the amount claimed in the litigation.

21. SUCCESSORS AND ASSIGNS. Old National and the Construction Manager, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Contract, and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Contract. Neither Old National nor the Construction Manager shall assign, sublet or transfer any interest in this Contract without the written consent of the other.

22. WAIVER OF LIENS. In addition to any other required items, each monthly payment claim submitted by Construction Manager to Old National shall be accompanied by a current Sworn Statement from Construction Manager setting forth all subcontractors and materialmen with whom Construction Manager has subcontracted, the amount of such subcontract, the amount requested for any subcontractor or materialmen in the monthly payment claim and the amount to be paid to Construction Manager from such monthly payment claim, together with a current, duly executed Acknowledgment and Waiver of Lien Rights in substantially the same form and content attached hereto as Exhibit "H" and incorporated herein by reference ("Lien Waiver") from Construction Manager establishing receipt of payment or satisfaction of the payment requested by Construction Manager in the current monthly payment claim and waiving any mechanics' lien or materialmen's liens ("Liens") relating to the amou! nt to be paid to Construction Manager from such monthly payment claim. Each monthly payment claim submitted by Construction Manager to Old National shall also be accompanied by a current, duly executed Lien Waiver from all subcontractors, materialmen, suppliers, and when appropriate, from lower tier subcontractors, establishing receipt of payment or satisfaction of payment of all amounts requested on behalf of such entities in the immediately preceding monthly payment claim and waiving any liens from such entities relating to the amounts requested on behalf of such entities in such immediately preceding monthly payment claim.

IN THE EVENT THAT ANY SUCH LIEN SHALL NEVERTHELESS BE FILED RELATING TO ANY AMOUNTS FOR WHICH SWORN STATEMENTS AND LIEN WAIVERS HAVE BEEN OBTAINED FROM CONSTRUCTION MANAGER, THE SUBCONTRACTORS, MATERIALMEN, SUPPLIERS AND, WHEN APPROPRIATE, FROM LOWER TIER SUBCONTRACTORS, CONSTRUCTION MANAGER AGREES TO TAKE ALL STEPS NECESSARY AND PROPER FOR THE RELEASE AND DISCHARGE OF SUCH LIEN IN THE MANNER REQUIRED BY LAW IN THE STATE IN WHICH THE LIEN HAS BEEN FILED ON RECEIPT OF DEMAND FROM OLD NATIONAL, AND IN DEFAULT OF PERFORMING SUCH OBLIGATION, AGREES TO REIMBURSE OLD NATIONAL, ON DEMAND, FOR ALL MONIES PAID BY OLD NATIONAL IN THE RELEASING, SATISFYING AND DISCHARGING OF SUCH LIENS, INCLUDING REASONABLE ATTORNEYS' FEES AS DISBURSEMENTS. CONSTRUCTION MANAGER AGREES TO SUPPLY EACH SUBCONTRACTOR A COPY OF THIS PROVISION.

23. INDEPENDENT CONTRACTOR. Nothing in this Contract shall be construed to create an agency relationship between Old National and the Construction Manager, and the Construction Manager shall remain an independent contractor operating independently of Old National's authority, subject only to the general obligations contained in this Contract regarding satisfactory performance of the Project.

24. NOTICES. All notices to be given under this Contract shall be in writing, and shall be deemed to have been given and served when delivered in person, by Federal Express (or similar overnight carrier), via facsimile transmission, or by United States mail, postage pre-paid to the addressee at the following addresses:

TO OLD NATIONAL:

Attn: Jim Unverzagt, Vice President - Facilities and Property Management
Old National Bancorp
420 Main Street
Evansville, Indiana 47708
Facsimile Number: (812) 461-9319

COPY TO:

Attn: G. Michael Schopmeyer, Esq.
Kahn, Dees, Donovan & Kahn, LLP
P. O. Box 3646
Evansville, Indiana 47735-3646
Facsimile Number: (812) 423-3841

TO CONSTRUCTION
MANAGER:

Attn: Dan Hoefling, Vice-President - Preconstruction and Major Projects
Industrial Contractors, Inc.
401 N.W. First Street
Evansville, Indiana 47708
Facsimile Number: (812) 464-9050

COPY TO:

Any party may change its mailing address by serving written notice of such change and of such new address upon the other party.

25. OLD NATIONAL'S CONSENT; CONSTRUCTION MANAGER'S SKILLS. The Construction Manager shall not assign any monies due under this Contract without Old National's prior written consent. Whenever provision is made herein or in the contract documents for the approval or consent of Old National, or that any matter be to Old National's satisfaction, unless specifically stated to the contrary, such approval or consent shall be made by Old National in its sole discretion and determination, which such approval shall not be unreasonably withheld. All services to be performed by the Construction Manager in respect to this Contract shall be provided in a manner consistent with the degree of care and skill usually exercised by construction managers experienced in projects of similar scope and in accordance with standards of care and skill expected of construction managers experienced in the design and administration of projects similar to the Project and under the di! rection of construction managers licensed and duly qualified in the jurisdiction in which the Project is located.

26. NON-COLLUSION REPRESENTATION. By executing this Contract, the Construction Manager represents and warrants that the Construction Manager has not in any way, directly or indirectly, entered into any arrangement, understanding or agreement with any contractor, subcontractor, consultant, specialist, their directors, officers, employees or agents (the "Service Providers"), or with any employee or agent of Old National whereby the Construction Manager or Service Providers has paid or is to pay to such other Service Providers or Old National's employee or agent any sum of money, or has given or is to give such Old National employee or agent anything of value whatever. The Construction Manager further represents and warrants that the Construction Manager has not, directly or indirectly, entered into any arrangement or agreement with any Service Providers, which tends to or does lessen or destroy free competition in the letting of this Contract; that no ind! ucement of any form or character other than that which appears upon the face of the Contract will be suggested, offered, paid or delivered to any person whomever to influence the acceptance and execution of this Contract, nor has the Construction Manager any agreement or understanding of any kind whatsoever with any person whomsoever to pay, deliver to or share with any other person, in any way or manner, except as may be provided in this Contract, any of the proceeds of this Contract.

27. OLD NATIONAL'S RIGHT TO PERFORM. The Construction Manager agrees that notwithstanding a default by Old National under the provisions of this Contract that would give the Construction Manager the right to terminate this Contract, the Construction Manager will continue to perform its obligations hereunder (on the same terms and conditions as set forth herein) for and on account of the Lender if the Lender shall cure any such default by Old National within fifteen (15) days after notice from the Construction Manager to the Lender and shall agree in writing to perform all obligations of the Construction Manager hereunder accruing from and after the date the Lender succeeds to Old National's rights and obligations hereunder. If requested by the Lender, Construction Manager will execute a separate letter or other agreement with the Lender further evidencing its commitment to continue performance pursuant to this Paragraph.

28. MISCELLANEOUS. No action or failure to act by Old National or the Construction Manager shall constitute a waiver of any right of duty afforded under this Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach hereunder, except as may be specifically agreed in writing. The duties and obligations imposed upon the parties under this Contract, and the rights and remedies available hereunder shall be in addition to, and not a limitation of, any duties imposed or any rights and remedies available at law or in equity. The Construction Manager acknowledges that certain of Old National's valuable, confidential and proprietary information may come into the Construction Manager's possession as a result of the Construction Manager's performance of services in connection with the Project. Accordingly, the Construction Manager agrees to hold all information that it obtains from or about Old National in stri! ctest confidence, not to use such information other than for the performance of the services, and to cause any of its employees or consultants to whom such information is transmitted to be bound to the same obligation of confidentiality to which the Construction Manager is bound. The Construction Manager shall not communicate Old National's information in any form to any third party without Old National's prior written consent. In the event of any violation of this provision, Old National shall be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising out of such violation, which remedy shall be in addition to any other rights or legal or equitable remedies to which Old National may be entitled. This instrument shall be construed under, and governed by, the laws of the State of Indiana, not including the choice of law rules thereof. As used in this Contract, the plural shall be substituted for the sin! gular, and the singular for the plural, where appropriate; an! d words and pronouns of any gender shall be meant to include any other gender. The language in all parts of this Contract shall in all cases be construed as a whole according to its fair meaning, strictly neither for nor against either Old National or the Construction Manager, and without implying a presumption that the terms hereof shall be more strictly construed against one (1) party by reason of any rule of construction to the effect that a document is to be construed more strictly against the party who personally or through such parties' agent prepared the same, it being agreed the representatives of both parties were involved in the preparation of this Contract. The recitals set forth in the above preamble are incorporated herein by this reference and made a part of this Contract. All headings set forth herein are included for the convenience of reference only and shall not affect the interpretation hereof, nor shall any weight or value be given to the relative posi! tion of any part or provision hereof in relation to any other provision in determining such construction. In the event that any of the provisions of this Contract shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be enforced to the fullest extent permissible and the remaining portion of this Contract shall remain in full force and effect. This Contract may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all which together shall constitute one and the same instrument. This Contract contains the entire agreement between the parties concerning Construction Manager's construction work to be performed on the Project as well as the administration, management and oversight of the construction of the new Old National Headquarters Building, and supersedes all prior oral or written understandings, agreement or contracts, formal or informal, between the parties hereto. TH! IS PROVISION, AND EACH AND EVERY OTHER PROVISION OF THIS CONT! RACT MAY NOT UNDER ANY CIRCUMSTANCE BE MODIFIED, CHANGED, AMENDED OR PROVISIONS HEREUNDER WAIVED VERBALLY, BUT MAY ONLY BE MODIFIED, CHANGED, AMENDED OR PROVISIONS HEREUNDER WAIVED BY A CONTRACT IN WRITING EXECUTED BY ALL PARTIES HERETO.

29.ENUMERATION AND HIERARCHY OF CONTRACT DOCUMENTS. The contract documents include only the following enumerated list and are listed in order of precedence, the first being the most controlling document in the case of any inconsistency, ambiguity or conflict among the contract documents:

1) Any Addenda or Change Orders to the Construction Contracts, with the most recently dated having priority;
2) Any Addenda or Change Orders to this Construction Manager Contract, with the most recently dated having priority;
3) The Construction Contracts;
4) This Construction Manager Contract;
5) The Plans and Specifications;
6) The Drawings; and
7) Prior Work

IN WITNESS WHEREOF, the parties hereto executed this Contract as of the day and year first above written.

OLD NATIONAL BANCORP

/s/ Thomas F. Clayton
Thomas F. Clayton
Executive Vice President
Administration & Operations

ATTEST:

/s/ Jim Unverzagt
Jim Unverzagt, Vice-President,
Facilities and Property Management

"Old National"

INDUSTRIAL CONTRACTORS, INC.

/s/ Alan W. Braun
Alan W. Braun, Chairman

ATTEST:

/s/ Dan Hoefling
Dan Hoefling, Vice-President Preconstruction and
Major Projects

"Construction Manager"

EX-10.G 5 ex10-g.htm Old National Bancorp - AIA Document

Exhibit 10 (g)

[GRAPHIC OMITTED]	AIA		Owner-Contractor
			AIA Document A114-2001

Standard Form of Agreement Between Owner and Contractor where the basis of
payment is the Cost of the Work Plus a Fee without a Guaranteed Maximum Price

THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY
IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION.

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.


AGREEMENT made as of the (In word, indicate day, month and year)		11th day of October in the year 2002

BETWEEN the Owner (Name, address and other information):	Old National Bancorp 420 Main Street Evansville, IN 47708


and the Contractor (Name, address and other information):	Industrial Contractors, Inc. 401 N.W. First Street Evansville, IN 47708





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

New Headquarters Building		Veazey, Parrott, Durkin & Shoulders
on real estate more particularly
described in the attached		Hellmuth, Obata & Kassabaum
Exhibit "B"

The Owner and Contractor agree as follows.

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AIA Document A114 Owner-Contractor Agreement Ó 2001 The American Institute of Architects · Washington, DC · www.aia.org. · WARNING:
Reproduction, unlicensed photocopying or substantial quotation of the material herein without written permission of the AIA violates the
copyright laws of the United States and will subject the violator to legal prosecution. To report copyright violations of AIA Contract Documents,
e-mail The American Institute of Architects' legal counsel, copyright@aia.org.


	TABLE OF ARTICLES



	1.		The Contract Documents

	2.		The Work of This Contract

	3.		Relationship of the Parties

	4.		Date of Commencement and Substantial Completion

	5.		Contract Sum

	6.		Control Estimate and Contract Time

	7.		Costs to be Reimbursed

	8.		Costs not to be Reimbursed

	9.		Discounts, Rebates and Refunds

	10.		Subcontracts and Other Agreements

	11.		Accounting Records

	12.		Payments

	13.		Termination or Suspension

	14.		Miscellaneous Provisions

	15.		Enumeration of Contract Documents

	16.		Insurance Bonds

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ARTICLE 1 THE CONTRACT DOCUMENTS

1.1 The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement. These listed form the Contract and are all 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

2.1 The Contractor shall 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

3.1 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 or 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.)

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 ( ) days from the date of commencement or as follows:
(Insert the 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.)

(see Exhibit D)

, subject to adjustments of this Contract Time as provided in Subparagraph 6.2.4.

(Insert provisions, if any, for liquidated damages relating to failure to complete on time or for bonus payments for early completion of the Work.)
ARTICLE 5 CONTRACT SUM

5.1 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 actual Cost of the Work as defined in Article 7 plus the Contractor's Fee.

5.2 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.)

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5.3 If the extent of changes is such that application of the adjustment provisions herein will cause substantial inequity to the Owner or Contractor, in the aggregate, the Contractor's Fee shall be equitably adjusted on the basis of the Fee established for the original Work.

ARTICLE 6 CONTROL ESTIMATE AND CONTRACT TIME

6.1 The Contractor shall prepare and submit to the Owner, in writing, a Control Estimate. The Control Estimate shall include the estimated Cost of the Work plus the Contractor's Fee. The Control Estimate shall be used to monitor actual costs.

6.2 The Control Estimate shall include:

     1.  the documents enumerated in Article 15, including all Addenda thereto and the Conditions of the Contract;
     2.  a list of the clarifications and assumptions made by the Contractor in the preparation of the Control Estimate, including assumptions under Paragraph 6.4, to supplement the information provided by the Owner and contained in the Drawings and Specifications;
     3.  a statement of the estimated Cost of the Work organized by trade categories or systems and the Contractor's Fee;
     4.  a project schedule indicating proposed Subcontractors, activity sequences and durations, milestone dates for receipt and approval of pertinent information, schedule of shop drawings and samples, procurement and delivery of materials or equipment requiring long-lead time, and the Owner's occupancy requirements showing portions of the Project having occupancy priority; and
     5.  contingencies for further development of design and construction as required by Paragraph 6.4.

6.3 The Contractor shall meet with the Owner and Architect to review the Control Estimate. In the event that the Owner or Architect discovers any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Contractor, who shall make appropriate adjustments to the Control Estimate. When the Control Estimate is acceptable to the Owner, the Owner shall acknowledge it in writing. The Owner's acceptance of the Control Estimate does not imply that the Control Estimate constitutes a Guaranteed Maximum Price.

6.4 To the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Contractor shall provide in the Control Estimate for such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated in a revised Control Estimate by mutual agreement of the parties.

6.5 The Contractor shall develop and implement a detailed system of cost control that will provide the Owner with timely information as to the anticipated total Cost of the Work. The cost control system shall compare the Control Estimate with the actual cost for activities in progress and estimates for uncompleted tasks and proposed changes. This information shall be reported to the Owner, in writing, no later than the Contractor's first Application for Payment and shall be revised at mutually agreed-upon intervals.

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, with the Owner's approval, at off-site workshops.

See Exhibit C for Labor Rates

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7.2.2 Wages or salaries of the Contractor's supervisory and administrative personnel when stationed at the site with the Owner's approval.
(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 the personnel to be included, whether for all or only part of the time and the rates at which 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, contributions, 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 Subparagraphs 7.2.1 through 7.2.3.

7.3 Subcontract Costs
7.3.1 Payments made 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 at the site of materials and equipment incorporated, or to be incorporated, in the completed construction.

7.4.2. Costs of materials described in the preceding Subparagraph 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. See Exhibit C for Small Tool/Consumable & Equipment Rates
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 and costs of transportation, installation, minor repairs and replacements, dismantling and removal thereof. Rates of Contractor-owned equipment and quantities of equipment shall be subject to the Owner's prior approval. See Exhibit C for Small Tool/Consumable & Equipment Rates
7.5.3 Costs of removal of legally disposed 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 travel and subsistence 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 stored off-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 and for which the Contractor is liable.

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7.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections 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 Subparagraph 13.5.3 of AIA Document A201-l997 or other provisions of the Contract Documents, and which do not fall within the scope of Subparagraph 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. Such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Contractor's Fee, however. If such royalties, fees and costs are excluded by the last sentence of Subparagraph 3.17.1 of AIA Document A20l-1997 or other provisions of the Contract Documents, they shall not be included in the Cost of the Work.

7.6.6 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.

7.6.7 Legal mediation and xxxxxx 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 shall not be unreasonably withheld.

7.6.8 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 Paragraph 10.6 of AIA Document A20l-l997.

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 recovered 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:

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 Subparagraphs 7.2.2 and 7.2.3, or as may be provided in Article 14.
2. Expenses of the Contractor's principal office and offices other than the site office.

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

     4.  The Contractor's capital expenses, including interest on the Contractor's capital employed for the Work.
     5.  Rental costs of machinery and equipment, except as specifically provided in Subparagraph 7.5.2.
     6.  Except as provided in Subparagraph 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.
     7.  Any cost not specifically and expressly described in Article 7.

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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 therefore 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 obtained.

9.2 Amounts that accrue to the Owner in accordance with the provisions of Paragraph 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 from whom, or entities from which, 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 Architect, which bids will be accepted. The Contractor shall not be required to contract with anyone to whom there is reasonable objection on the Contractor's part.

10.2 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
11.1 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. See Exhibit E for further definition of Accounting & Payment Application Procedures.

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           25th           day of a month, the Owner shall make payment to the Contractor not later than
the           25th            day of the next month. If an Application for Payment is received by the Architect after the application date fixed
above, payment shall be made by the Owner not later than           30           days after the Architect receives the Application for Payment.

12.1.4 With each Application for Payment, the Contractor shall submit partial release of liens, 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; plus (4) retainage provided in Clause 12.1.6.2, if any, applicable to prior progress payments.

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12.1.5 Applications for Payment shall show the Cost of the Work actually incurred by the Contractor through the end of the period covered by the Application for Payment and for which the Contractor has made or intends to make actual payment prior to the next Application for Payment.

12.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:
     1.  take the Cost of the Work as described in Article 7;
     2.  add the Contractor's Fee, less retainage of           ten           percent (          10   %). The Contractor's Fee shall be
computed upon the Cost of the Work described in the preceding Clause 12.1.6.1 at the rate stated in Paragraph 5.2; or if the Contractor's Fee is stated as a fixed sum in that paragraph, an amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work in the preceding clause bears to a reasonable estimate of the probable Cost of the Work upon its completion;
     3.  subtract the aggregate of previous payments made by the Owner;
     4.   subtract the shortfall, if any, indicated by the Contractor in the documentation required by Subparagraph l2.1.4, or resulting from errors subsequently discovered by the Owner's accountants in such documentation; and
     5.  subtract amounts, if any, for which the Architect has withheld or withdrawn a Certificate for Payment as provided in the Contract Documents.

12.1.7 Additional retainage, if any, shall be as follows:

See First Addendum

12.1.8 Except with :the Owner's prior approval, payments to Subcontractors shall be subject to retainage of not less than ten percent
( 10 %). The Owner and Contractor shall agree on 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 Subparagraph 12.1.4 or other supporting data; that the Architect has made exhaustive or continuous on-site 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.

12.2   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:
     1.  the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work, as provided in Subparagraph 12.2.2 of AIA Document A20l-l997, and to satisfy other requirements, if any, which extend beyond final payment; and
     2.  a final Certificate for Payment has been issued by the Architect.

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:

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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 Subparagraph 12.2.1 have been met, the Architect will, within seven days after receipt of 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 Subparagraph 9.5.1 of AIA Document A201-1997. The time periods stated in this Subparagraph 12.2.3 supersede those stated in Subparagraph 9.4.1 of 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 be1ess than claimed by the Contractor, the Contractor shall be entitled to demand arbitration of the disputed amount without a further decision of the Architect. Such demand for arbitration shall be made by the Contractor within 30 days after the Contractor's receipt of a copy of the Architect's final Certificate for Payment. Failure to demand arbitration within this 30-day period shall result in the substantiated amount reported by the Owner's accountants becoming binding on the Contractor. Pending a final resolution by arbitration, the Owner shall pay the Contractor the amount certified in the Architect's final Certificate 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.

ARTICLE 13 TERMINATION OR SUSPENSION

13.1 The Contract maybe terminated by the Contractor, or by the Owner, as provided in Article 14 of AIA Document A201-1997. However, the amount to be paid to the Contractor under Subparagraph 14.1.3 of AIA Document A201-1997 shall not exceed the amount the Contractor would be entitled to receive under Paragraph 13.2 below.

13.2 The Contract may be terminated by the Owner for cause or for convenience as provided in Article 14 of AIA Document A20l-1997; however, the Owner shall then only pay the Contractor an amount calculated as follows:

     1.  Take the Cost of the Work incurred by the Contractor to the date of termination;
     2.  Add the Contractor's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Paragraph 5.2 or, if the Contractor's Fee is stated as a fixed sum in that Paragraph, 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
     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 Subparagraph 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 Contract Sum and Contract Time shall be increased as provided in Subparagraph 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 Paragraphs 5.2 and 5.3 of this Agreement.

! ;

ARTICLE 14 MISCELLANEOUS PROVISIONS

14.1 Where reference is made in this Agreement to a provision of 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 shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.
(Insert rate of interest agreed upon, if any)

(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit law sand 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)

            Jim Unverzagt, Vice President Facilities & Property Management
            Old National Bank
            420 Main St.
            Evansville, IN 47702

14.4 The Contractor's representative is:
(Name, address and other information)

            Dan Hoefling, Vice President Pre-construction & Major Projects
            Industria1 Contractors, Inc.
            401 N.W. First St.
            Evansville, IN 47708

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 Dispute Resolution
14.6.1 Claims, disputes or other matters in question between the parties to this Agreement shall be resolved by mediation xxxxxxxxxx xxxxxxxxxx, the parties shall endeavor to reach settlement by mediation.
(Refer to Paragraphs 4.4 through 4.6 of AIA Document A20I-1997, General Conditions of the Contract for Construction, for specific requirements related to mediation and arbitration provisions.) See first addendum to AIA 201-1997 for Dispute Resolution

14.7 Other provisions:

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ARTICLE 15 ENUMERATION OF CONTRACT DOCUMENTS

15.1 The Contract Documents include:

     1.  The Agreement is this executed 2001 edition of the Standard Form of Agreement Between Owner and Contractor, AIA Document A114.
     2.  The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction, AIA Document A20l.
     3.  The Supplementary and other Conditions of the Contract are as follows:

15.1.4 The Specifications and Addenda, if any, are as follows:
(Either list here or refer to an exhibit attached to this Agreement)

To be defined by change order.

15.1.5 The drawings are as follows, and are dated unless a different date is shown below:
(Either list here or refer to an exhibit attached to this Agreement)

To be defined by change order.

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.

15.1.6 Other documents, if any, forming part of the Contract Documents are as follows:
(List here any additional documents, such as a list of allowances or unit prices that are intended to form part of the Contract Documents. AIA Document A20l-l997 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 J - Control Estimate

! ;

ARTICLE 16 INSURANCE AND BONDS

16.1 The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article 11 of AIA Document A201-1997.
(List required limits of liability for insurance and bonds. AIA Document A201-1997 gives other specific requirements for insurance and bonds.)

This Agreement is entered into as of the day and year first written above and is executed in at least three original copies, of which one is to be delivered to the Contractor, one to the Architect for use in the administration of the Contract, and the remainder to the Owner.

OWNER		CONTRACTOR
OLD NATIONAL BANCORP		INDUSTRIAL CONTRACTORS, INC.

/s/ Thomas F. Clayton		/s/ Alan Braun
Thomas F. Clayton		Alan Braun
Executive Vice President		Chairman
Administration & Operations

(Printed name and title)		(Printed name and title)

CAUTION: You should sign an original AIA Contract Document, on which this text appears in RED. An original assures changes will not be obscured.

&nbs! p;

1997 Edition - Electronic Format

AIA Document A201 - 1997

General Conditions of the Contract for Construction

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 14. TERMINATION OR SUSPENSION OF THE CONTRACT



		THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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







INDEX 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








		[GRAPHIC OMITTED]
! ;		Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION
Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002. 1		The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292

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, 14.2.4, 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











		THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















		[GRAPHIC OMITTED]


! ;		Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION
Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.		The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
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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, .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











		THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















		[GRAPHIC OMITTED]


! ;		Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION


Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.		The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
3

Contractor's Review of Contract 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 of Owner 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, 7.5.1, 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 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, 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











		THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















		[GRAPHIC OMITTED]


! ;		Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.		The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
4

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











		THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















		[GRAPHIC OMITTED]


! ;		Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.		The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
5

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











		THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















		[GRAPHIC OMITTED]


! ;		Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.		The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
6

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, Construction 1.4.1.2, 3.10, 3.12.1, 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











		THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















		[GRAPHIC OMITTED]


! ;		Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.		The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
7

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, 7.5.1, 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











		THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















		[GRAPHIC OMITTED]


! ;		Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.		The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
8

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.
		THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















		[GRAPHIC OMITTED]


! ;		Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.		The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
9

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 and identified references to Paragraphs, Subparagraphs and Clauses in the document 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 site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. 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.











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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


















	[GRAPHIC OMITTED]


! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
10

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 Dr! awings, 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 Subparagraph 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 Subparagraph 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.











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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


















	[GRAPHIC OMITTED]


! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
11

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 Paragraph 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 Subparagraph 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 nec! essary 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 Subparagraph 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.











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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


















	[GRAPHIC OMITTED]


! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
12

3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Architect, but it is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations, but any nonconformity discovered by or made known to the Contractor shall be reported promptly to the Architect. 3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications or instructions issued by the Architect in response to the Contractor's notices or requests for information pursuant to Subparagraphs 3.2.1 and 3.2.2, the Contractor shall make Claims as provided in Subparagraphs 4.3.6 and 4.3.7. If the Contractor fails to perform the obligations of Subparagraphs 3.2.1 and 3.2.2, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. The Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless the Contractor recognized such error, inconsistency, omission or difference and knowingly failed to! report it to the Architect. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not p! roceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any resulting loss or damage. 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors. 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. 3.4 LABOR AND MATERIALS 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 3.4.2 The Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order.











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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


















	[GRAPHIC OMITTED]


! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
13

3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. 3.5 WARRANTY 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 3.6 TAXES 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 3.7 PERMITS, FEES AND NOTICES 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required when bids are received or negotiations concluded. 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the Work. 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Architect and Owner in writing, and necessary changes shall be accomplished by appropriate Modification. 3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. 3.8 ALLOWANCES 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. 3.8.2 Unless otherwise provided in the Contract Documents: 1. allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; 2. Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances;











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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


















	[GRAPHIC OMITTED]


! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
14

3. whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Clause 3.8.2.1 and (2) changes in Contractor's costs under Clause 3.8.2.2. 3.8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay in the Work. 3.9 SUPERINTENDENT 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. 3.10.2 The Contractor shall prepare and keep current, for the Architect's approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Architect reasonable time to review submittals. 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. 3.11 DOCUMENTS AND SAMPLES AT THE SITE 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to record field changes and selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required by the Contract Documents the way by which the Contractor proposes to conform to the information given and the design concept expressed in the











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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


















	[GRAPHIC OMITTED]


! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
15

Contract Documents. Review by the Architect is subject to the limitations of Subparagraph 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals which are not required by the Contract Documents may be returned by the Architect without action. 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals which are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Architect without action. 3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor 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 Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice the Architect's approval of a resubmission shall not apply to such revisions. 3.12.10 The Contractor shall not be required to provide professional services which constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided b! y a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Subparagraph 3.12.10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
16

for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents. 3.13 USE OF SITE 3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. 3.14 CUTTING AND PATCHING 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. 3.15 CLEANING UP 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the cost thereof shall be charged to the Contractor. 3.16 ACCESS TO WORK 3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. 3.17 ROYALTIES, PATENTS AND COPYRIGHTS 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect. 3.18 INDEMNIFICATION 3.18.1 To the fullest extent permitted by law and to the extent claims, damages, losses or expenses are not covered by Project Management Protective Liability insurance purchased by the Contractor in accordance with Paragraph 11.3, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
17

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 Paragraph 3.18. 3.18.2 In claims against any person or entity indemnified under this Paragraph 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Subparagraph 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ADMINISTRATION OF THE CONTRACT 4.1 ARCHITECT 4.1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect" means the Architect or the Architect's authorized representative. 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a new Architect against whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the former Architect. 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents, and will be an Owner's representative (1) during construction, (2) until final payment is due and (3) with the Owner's concurrence, from time to time during the one-year period for correction of Work described in Paragraph 12.2. 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. 4.2.2 The Architect, as a representative of the Owner, will visit the site at intervals appropriate to the stage of the Contractor's operations (1) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with th! e Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Subparagraph 3.3.1. 4.2.3 The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work.











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
18

4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. 4.2.6 The Architect will have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. 4.2.7 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by th! e Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Paragraphs 3.3, 3.5 and 3.12. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in Paragraph 7.4. 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If no agreement is made concerning the time within which interpretations required of the Architect shall be furnished in











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
19

compliance with this Paragraph 4.2, then delay shall not be recognized on account of failure by the Architect to furnish such interpretations until 15 days after written request is made for them. 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and initial decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith. 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. 4.3 CLAIMS AND DISPUTES 4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of Contract terms, payment of money, extension of time 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 Contractor arising out of or relating to the Contract. Claims must be initiated by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim. 4.3.2 Time Limits on Claims. Claims by either party must be initiated 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. Claims must be initiated by written notice to the Architect and the other party. 4.3.3 Continuing Contract Performance. Pending final resolution of a Claim except as otherwise agreed in writing or as provided in Subparagraph 9.7.1 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. 4.3.4 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adj! ustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall so notify the Owner and Contractor in writing, stating the reasons. Claims by either party in opposition to such determination must be made within 21 days after the Architect has given notice of the decision. If the conditions encountered are materially different, the Contract Sum and Contract Time shall be equitably adjusted, but if the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shall be referred to the Architect for initial determination, subject to further proceedings pursuant to Paragraph 4.4. 4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Paragraph 10.6.











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
20

4.3.6 If the Contractor believes additional cost is involved for reasons including but not limited to (1) a written interpretation from the Architect, (2) an order by the Owner to stop the Work where the Contractor was not at fault, (3) a written order for a minor change in the Work issued by the Architect, (4) failure of payment by the Owner, (5) termination of the Contract by the Owner, (6) Owner's suspension or (7) other reasonable grounds, Claim shall be filed in accordance with this Paragraph 4.3. 4.3.7 Claims for Additional Time 4.3.7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. 4.3.7.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. 4.3.8 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. 4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. 4.3.10 Claims for Consequential Damages. The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes: .1 damages incurred by the Owner for rental expenses, for 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 .2 damages incurred by the Contractor 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. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Subparagraph 4.3.10 shall be deemed to preclude an award of liquidated direct damages, when applicable, in accordance with the requirements of the Contract Documents. 4.4 RESOLUTION OF CLAIMS AND DISPUTES 4.4.1 Decision of Architect. Claims, including those alleging an error or omission by the Architect but excluding those arising under Paragraphs 10.3 through 10.5, shall be referred initially to the Architect for decision. An initial decision by the Architect shall be required as a condition precedent to mediation, arbitration or litigation of all Claims between the Contractor 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 decision having been rendered by the











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]


! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION
Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
21

Architect. The Architect will not decide disputes between the Contractor and persons or entities other than the Owner. 4.4.2 The Architect will review Claims and within ten days of the receipt of the Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Architect is unable to resolve the Claim if the Architect lacks sufficient information to evaluate the merits of the Claim or if the Architect concludes that, in the Architect's sole discretion, it would be inappropriate for the Architect to resolve the Claim. 4.4.3 In evaluating Claims, the Architect may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Architect in rendering a decision. The Architect may request the Owner to authorize retention of such persons at the Owner's expense. 4.4.4 If the Architect requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either provide a response on the requested supporting data, advise the Architect when the response or supporting data will be furnished or advise the Architect that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Architect will either reject or approve the Claim in whole or in part. 4.4.5 The Architect will approve or reject Claims by written decision, which shall state the reasons therefor and which shall notify the parties of any change in the Contract Sum or Contract Time or both. The approval or rejection of a Claim by the Architect shall be final and binding on the parties but subject to mediation and arbitration. 4.4.6 When a written decision of the Architect states that (1) the decision is final but subject to mediation and arbitration and (2) a demand for arbitration of a Claim covered by such decision must be made within 30 days after the date on which the party making the demand receives the final written decision, then failure to demand arbitration within said 30 days' period shall result in the Architect's decision becoming final and binding upon the Owner and Contractor. If the Architect renders a decision after arbitration proceedings have been initiated, such decision may be entered as evidence, but shall not supersede arbitration proceedings unless the decision is acceptable to all parties concerned. 4.4.7 Upon receipt of a Claim against the Contractor or at any time thereafter, the Architect or the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Architect or the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. 4.4.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the Claim by the Architect, by mediation or by arbitration. 4.5 MEDIATION 4.5.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided for in Subparagraphs 4.3.10, 9.10.4 and 9.10.5 shall, after initial decision 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. 4.5.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
22

Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to the Contract and with the American Arbitration Association. The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, 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. 4.5.3 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. 4.6 ARBITRATION 4.6.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided for in Subparagraphs 4.3.10, 9.10.4 and 9.10.5, shall, after decision by the Architect or 30 days after submission of the Claim to the Architect, be subject to arbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in accordance with the provisions of Paragraph 4.5. 4.6.2 Claims not resolved by mediation shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. The demand for arbitration shall be filed in writing with the other party to the Contract and with the American Arbitration Association, and a copy shall be filed with the Architect. 4.6.3 A demand for arbitration shall be made within the time limits specified in Subparagraphs 4.4.6 and 4.6.1 as applicable, and in other cases within a reasonable time after the Claim has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations as determined pursuant to Paragraph 13.7. 4.6.4 Limitation on Consolidation or Joinder. No arbitration arising out of or relating to the Contract shall include, by consolidation or joinder or in any other manner, the Architect, the Architect's employees or consultants, except by written consent containing specific reference to the Agreement and signed by the Architect, Owner, Contractor and any other person or entity sought to be joined. No arbitration shall include, by consolidation or joinder or in any other manner, parties other than the Owner, Contractor, a separate contractor as described in Article 6 and other persons substantially involved in a common question of fact or law whose presence is required if complete relief is to be accorded in arbitration. No person or entity other than the Owner, Contractor or a separate contractor as described in Article 6 shall be included as an original third party or additional third! party to an arbitration whose interest or responsibility is insubstantial. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of a Claim not described therein or with a person or entity not named or described therein. 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. 4.6.5 Claims and Timely Assertion of Claims. 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. 4.6.6 Judgment on Final Award. 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.











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
23

ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of no reasonable objection. 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitute. 5.3 SUBCONTRACTUAL RELATIONS 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by ! the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
24

which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that: .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Paragraph 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcontractor and Contractor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 6.1.1 The Owner reserves the right to perform construction or operations 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 construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Paragraph 4.3. 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Other until subsequently revised. 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations 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 which apply to the Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles 10, 11 and 12. 6.2 MUTUAL RESPONSIBILITY 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents.











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
25

6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. 6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work or defective construction of a separate contractor. 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2.5. 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Subparagraph 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP 6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK 7.1 GENERAL 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. 7.2 CHANGE ORDERS 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect, stating their agreement upon all of the following: 1. change in the Work; 2. the amount of the adjustment, if any, in the Contract Sum; and 3. the extent of the adjustment, if any, in the Contract Time. 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Subparagraph 7.3.3.











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
26

7.3 CONSTRUCTION CHANGE DIRECTIVES 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: 1. mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; 2. unit prices stated in the Contract Documents or subsequently agreed upon; 3. cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or 4. as provided in Subparagraph 7.3.6. 7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. 7.3.5 A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the Architect on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit. In such case, and also under Clause 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Subparagraph 7.3.6 shall be limited to the following: 1. costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; 2. costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; 3. rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; 4. costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and 5. additional costs of supervision and field office personnel directly attributable to the change. 7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
27

involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. 7.3.8 Pending final determination of the total cost of a Construction Change Directive to the Owner, amounts not in dispute for such changes in the Work shall be included in Applications for Payment accompanied by a Change Order indicating the parties' agreement with part or all of such costs. For any portion of such cost that remains in dispute, the Architect will make an interim determination for purposes of monthly certification for payment for those costs. That determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a claim in accordance with Article 4. 7.3.9 When the Owner and Contractor agree with the determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order. 7.4 MINOR CHANGES IN THE WORK 7.4.1 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract 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 Contractor. The Contractor shall carry out such written orders promptly. ARTICLE 8 TIME 8.1 DEFINITIONS 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. 8.1.2 The date of commencement of the Work is the date established in the Agreement. 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Paragraph 9.8. 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. 8.2 PROGRESS AND COMPLETION 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by the Contract Documents or a notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five days or other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's liens and other security interests. 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. 8.3 DELAYS AND EXTENSIONS OF TIME











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
28

8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control, or by delay authorized by the Owner pending mediation and arbitration, or by other causes which the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Paragraph 4.3. 8.3.3 This Paragraph 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES 9.2.1 Before the first Application for Payment, the Contractor shall submit to the Architect a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. 9.3 APPLICATIONS FOR PAYMENT 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment for operations completed in accordance with the schedule of values. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for in the Contract Documents. 9.3.1.1 As provided in Subparagraph 7.3.8, such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but not yet included in Change Orders. 9.3.1.2 Such applications may not include requests for payment for portions of the Work for which the Contractor does not intend to pay to a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site.











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
29

9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. 9.4 CERTIFICATES FOR PAYMENT 9.4.1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Subparagraph 9.5.1. 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. Ho! wever, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 9.5 DECISIONS TO WITHHOLD CERTIFICATION 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Subparagraph 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Subparagraph 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor! is responsible, including loss resulting from acts and omissions described in Subparagraph 3.3.2, because of: 1. defective Work not remedied; 2. third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; 3. failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; 4. reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; 5. damage to the Owner or another contractor;











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
30

6. reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or 7. persistent failure to carry out the Work in accordance with the Contract Documents. 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. 9.6 PROGRESS PAYMENTS 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. 9.6.4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. 9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6.2, 9.6.3 and 9.6.4. 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, shall create any fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. 9.7 FAILURE OF PAYMENT 9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Architect or awarded by arbitration, then the Contractor may, upon seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
31

Contractor's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Contract Documents. 9.8 SUBSTANTIAL COMPLETION 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. 9.9 PARTIAL OCCUPANCY OR USE 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Clause 11.4.1.5 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as pro! vided under Subparagraph 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect.











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
32

9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.10 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment ha! ve been fulfilled. 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required ! by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, e! xcept that it shall not constitute a waiver of claims. 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from: 1. liens, Claims, security interests or encumbrances arising out of the Contract and unsettled;











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
33

2. failure of the Work to comply with the requirements of the Contract Documents; or 3. terms of special warranties required by the Contract Documents. 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 SAFETY PRECAUTIONS AND PROGRAMS 10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. 10.2 SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: 1. employees on the Work and other persons who may be affected thereby; 2. the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub-subcontractors; and 3. other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Clauses 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Clauses 10.2.1.2 and 10.2.1.3, 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 Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Paragraph 3.18. 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect.











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
34

10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety. 10.3 HAZARDOUS MATERIALS 10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect in writing. 10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by! the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down, delay and start-up, which adjustments shall be accomplished as provided in Article 7. 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, 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 in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Subparagraph 10.3.1 and has not been rendered harmless, 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) and provided that such damage, loss or expense is not due to the sole negligence of a party seeking indemnity. 10.4 The Owner shall not be responsible under Paragraph 10.3 for materials and substances brought to the site by the Contractor unless such materials or substances were required by the Contract Documents. 10.5 If, without negligence on the part of the Contractor, the Contractor is held liable for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred. 10.6 EMERGENCIES 10.6.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Paragraph 4.3 and Article 7. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S LIABILITY INSURANCE











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
35

11.1.1 The Contractor 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 Contractor from claims set forth below which may arise out of or result from the Contractor's operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: 1. claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; 2. claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; 3. claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; 4. claims for damages insured by usual personal injury liability coverage; 5. claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; 6. 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; 7. claims for bodily injury or property damage arising out of completed operations; and 8. claims involving contractual liability insurance applicable to the Contractor's obligations under Paragraph 3.18. 11.1.2 The insurance required by Subparagraph 11.1.1 shall be written for not less than 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 date of commencement of the Work until date of final payment and termination of any coverage required to be maintained after final payment. 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These certificates and the insurance policies required by this Paragraph 11.1 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. If any of the foregoing insurance coverages are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Subparagraph 9.10.2. Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness in accordance with the Contractor'! s information and belief. 11.2 OWNER'S LIABILITY INSURANCE 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE 11.3.1 Optionally, the Owner may require the Contractor to purchase and maintain Project Management Protective Liability insurance from the Contractor's usual sources as primary coverage for the Owner's, Contractor's and Architect's vicarious liability for construction operations under the Contract. Unless otherwise required by the Contract Documents, the Owner shall reimburse the Contractor by increasing the Contract Sum to pay the cost of purchasing and maintaining such optional insurance coverage, and the Contractor shall not be responsible for purchasing any other liability insurance on behalf of the Owner. The minimum limits of liability purchased with such coverage shall be equal to the aggregate of the limits required for Contractor's Liability Insurance under Clauses 11.1.1.2 through 11.1.1.5.











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
36

11.3.2 To the extent damages are covered by Project Management Protective Liability insurance, the Owner, Contractor and Architect waive all rights against each other for damages, except such rights as they may have to the proceeds of such insurance. The policy shall provide for such waivers of subrogation by endorsement or otherwise. 11.3.3 The Owner shall not require the Contractor to include the Owner, Architect or other persons or entities as additional insureds on the Contractor's Liability Insurance coverage under Paragraph 11.1. 11.4 PROPERTY INSURANCE 11.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Paragraph 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Paragraph 11.4 to be covered, ! whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub-subcontractors in the Project. 11.4.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect's and Contractor's services and expenses required as a result of such insured loss. 11.4.1.2 If the Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance which will protect the interests of the Contractor, Subcontractors and Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all reasonable costs properly attributable thereto. 11.4.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. 11.4.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. 11.4.1.5 Partial occupancy or use in accordance with Paragraph 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. 11.4.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
37

Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds. 11.4.3 Loss of Use Insurance. The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. 11.4.4 If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. 11.4.5 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Subparagraph 11.4.7 for damages caused by fire or other causes of loss covered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. 11.4.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Paragraph 11.4. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days' prior written notice has been given to the Contractor. 11.4.7 Waivers of Subrogation The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, separate contractors described in Article 6, if any, and any of their subcontractors, sub-subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Paragraph 11.4 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in Article 6, if any, and the subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate ag! reements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. 11.4.8 A loss insured under Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Subparagraph 11.4.10. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. 11.4.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
38

cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or in accordance with an arbitration award in which case the procedure shall be as provided in Paragraph 4.6. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. 11.4.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power; if such objection is made, the dispute shall be resolved as provided in Paragraphs 4.5 and 4.6. The Owner as fiduciary shall, in the case of arbitration, make settlement with insurers in accordance with directions of the arbitrators. If distribution of insurance proceeds by arbitration is required, the arbitrators will direct such distribution. 11.5 PERFORMANCE BOND AND PAYMENT BOND 11.5.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. 11.5.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. 12.1.2 If a portion of the Work has been covered which the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. 12.2 CORRECTION OF WORK 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION 12.2.1.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. 12.2.2 AFTER SUBSTANTIAL COMPLETION 12.2.2.1 In addition to the Contractor's obligations under Paragraph 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Subparagraph 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
39

correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Paragraph 2.4. 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual performance of the Work. 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Paragraph 12.2. 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. 12.2.5 Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents. Establishment of the one-year period for correction of Work as described in Subparagraph 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 12.3 ACCEPTANCE OF NONCONFORMING WORK 12.3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 GOVERNING LAW 13.1.1 The Contract shall be governed by the law of the place where the Project is located. 13.2 SUCCESSORS AND ASSIGNS 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Subparagraph 13.2.2, 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. 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to an institutional lender providing construction financing for the Project. In such event, the lender











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
40

shall assume the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. 13.3 WRITTEN NOTICE 13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mail to the last business address known to the party giving notice. 13.4 RIGHTS AND REMEDIES 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. 13.5 TESTS AND INSPECTIONS 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections or approvals which do not become requirements until after bids are received or negotiations concluded. 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Subparagraph 13.5.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Subparagraph 13.5.3, shall be at the Owner's expense. 13.5.3 If such procedures for testing, inspection or approval under Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense. 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work.











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
41

13.6 INTEREST 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD 13.7.1 As between the Owner and Contractor: 1. Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of Substantial Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such date of Substantial Completion; 2. Between Substantial Completion and Final Certificate for Payment. As to acts or failures to act occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of issuance of the final Certificate for Payment; and 3. After Final Certificate for Payment. As to acts or failures to act occurring after the relevant date of issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of any act or failure to act by the Contractor pursuant to any Warranty provided under Paragraph 3.5, the date of any correction of the Work or failure to correct the Work by the Contractor under Paragraph 12.2, or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner, whichever occurs last. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERMINATION BY THE CONTRACTOR 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: 1. issuance of an order of a court or other public authority having jurisdiction which requires all Work to be stopped; 2. an act of government, such as a declaration of national emergency which requires all Work to be stopped; 3. because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Subparagraph 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or 4. the Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Subparagraph 2.2.1. 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Paragraph 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. 14.1.3 If one of the reasons described in Subparagraph 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days' written notice to the Owner and Architect, terminate the Contract and











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
42

recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead, profit and damages. 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has persistently failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Subparagraph 14.1.3. 14.2 TERMINATION BY THE OWNER FOR CAUSE 14.2.1 The Owner may terminate the Contract if the Contractor: 1. persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; 2. fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; 3. persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or 4. otherwise is guilty of substantial breach of a provision of the Contract Documents. 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Architect that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: 1. take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; 2. accept assignment of subcontracts pursuant to Paragraph 5.4; and 3. finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Subparagraph 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Architect, upon application, and this obligation for payment shall survive termination of the Contract. 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Subparagraph 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent:











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
43

1. that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or 2. that an equitable adjustment is made or denied under another provision of the Contract. 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall: 1. cease operations as directed by the Owner in the notice; 2. take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and 3. except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed.











	THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

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



















	[GRAPHIC OMITTED]

! ;	Ó 1997 AIAÒ AIA DOCUMENT A201 - 1997 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Ó Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution, This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a201.aia -- 7/3/2002. AIA license Number 1000555, which expires on 9/30/2002.	The American Institute of Architects 1735. New York Avenue, N.W. Washington, D.C. 20006-5292
44

FIRST ADDENDUM TO STANDARD FORM OF AGREEMENT

BETWEEN OWNER AND CONTRACTOR

This supplement is being attached to and hereby made a part thereof that certain standard form of agreement between the owner and the contractor, AIA Document A114, 2001 edition (the Agreement) made and entered into by and between OLD NATIONAL BANCORP (the Owner) and INDUSTRIAL CONTRACTORS, INC. (the Contractor), for the purpose of modifying, supplementing and amending certain terms and conditions of the agreement.

ARTICLE 2: THE WORK OF THIS CONTRACT

Insert the following as new Paragraph 2.2:

2.2 Waiver of Liens. In addition to any other required items, each monthly payment claim submitted by the Contractor to the Owner shall be accompanied by a current Sworn Statement from Contractor setting forth all subcontractors and materialmen with whom Contractor has subcontracted, the amount of such subcontract, the amount requested for any subcontractor or materialmen in the monthly payment claim and the amount to be paid to contractor from such monthly payment claim, together with a current, duly executed Acknowledgment and Waiver of Lien Rights in substantially the same form and content attached hereto as Attachment A H@ and incorporated herein by reference (A Lien Waiver@ ) from Contractor establishing receipt of payment or satisfaction of the payment requested by Contractor in the current monthly payment claim and waiving any mechanic's lien or materialmen's liens ("Liens") relating to the amount to be paid to Contractor from such monthly payment claim. Each monthly payment claim submitted by Contractor to Owner shall also be accompanied by a current, duly executed Lien Waiver from all subcontractors, materialmen, suppliers, and when appropriate, from lower tier subcontractors, establishing receipt of payment or satisfaction of payment of all amounts requested on behalf of such entities in the immediately preceding monthly payment claim and waiving any liens from such entities relating to the amounts requested on behalf of such entities in such immediately preceding monthly payment claim.

IN THE EVENT THAT ANY SUCH LIEN SHALL NEVERTHELESS BE FILED RELATING TO ANY AMOUNTS FOR WHICH SWORN STATEMENTS AND LIEN WAIVERS HAVE BEEN OBTAINED FROM CONSTRUCTION MANAGER, THE SUBCONTRACTORS, MATERIALMEN, SUPPLIERS AND, WHEN APPROPRIATE, FROM LOWER TIER SUBCONTRACTORS, CONTRACTOR AGREES TO TAKE ALL STEPS NECESSARY AND PROPER FOR THE RELEASE AND DISCHARGE OF SUCH LIEN IN THE MANNER REQUIRED BY LAW IN THE STATE IN WHICH THE LIEN HAS BEEN FILED ON RECEIPT OF DEMAND FROM OWNER, AND IN DEFAULT OF PERFORMING SUCH OBLIGATION, AGREES TO REIMBURSE OWNER, ON DEMAND, FOR ALL MONIES PAID BY OWNER IN THE RELEASING, SATISFYING AND DISCHARGING OF SUCH LIENS, INCLUDING REASONABLE ATTORNEY'S FEES AS DISBURSEMENTS. CONTRACTOR AGREES TO SUPPLY EACH SUBCONTRACTOR A COPY OF THIS PROVISION.

ARTICLE 7: COSTS TO BE REIMBURSED

7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items

Delete Subparagraph 7.5.1 in its entirety, highlighted below for convenience, regarding items not fully consumed and substitute the following:
"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."

"7.5.1 Cost, including transportation and maintenance, of all materials, supplies, equipment, temporary facilities and hand tools (not owned by the workers) consumed in the performance of the Work. Small tools and consumables as defined by Attachment "C" will be reimbursed to Contractor at a rate of $2.20 per hour."

ARTICLE 9: DISCOUNTS, REBATES, AND REFUNDS
Insert the following clause, highlighted below for convenience, after the first sentence of Paragraph 9.1:

"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. The Contractor shall provide the Owner with sufficient notice of all such available cash discounts so that Owner may deposit funds with the Contractor with which to make payments for transactions with cash discounts. 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."

ARTICLE 12: PAYMENTS

12.1 Progress Payments

Insert the following clause, highlighted below for convenience, in Sub-subparagraph 12.1.6.2 regarding computation of progress payments:

"12.1.6.2 add the Contractor's fee, less retainage of ten percent (10%) until fifty percent (50%) complete, then 0% thereafter."

Insert the following as new Sub-subparagraph 12.1.6.6 regarding computation of progress payments:

"12.1.6.6 subtract a retainage of ten percent (10%) of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Such retainage shall continue until the Work is fifty percent (50%) completed in accordance with Subparagraph 9.3.4 of the General Conditions."

This Addendum shall constitute an addition and amendment only, and shall not constitute or effect a novation of the Agreement. Except as herein provided, all of the terms and conditions of the Agreement shall be fully enforceable by and between Contractor and Owner, remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed the First Addendum to the Agreement as of the 11th day of October, 2002.

OLD NATIONAL BANCORP

/s/ Thomas F. Clayton
Thomas F. Clayton
Executive Vice President
Administration & Operations

"Owner"

INDUSTRIAL CONTRACTORS, INC.

/s/ Alan W. Braun
Alan W. Braun, Chairman

"Contractor"

FIRST ADDENDUM TO GENERAL CONDITIONS

OF THE CONTRACT FOR CONSTRUCTION

This supplement is being attached to and hereby made a part thereof that certain standard form of agreement between the owner and the contractor, AIA Document A201, 1997 edition (the General Conditions) made and entered into by and between OLD NATIONAL BANCORP (the Owner) and INDUSTRIAL CONTRACTORS, INC. (the Contractor), for the purpose of modifying, supplementing and amending certain terms and conditions of the agreement.

ARTICLE I: GENERAL PROVISIONS

1.7 Confidentiality

Insert the following new Paragraph 1.7:

"1.7.1 The Contractor warrants and represents that the Contractor shall not knowingly or negligently communicate or disclose at any time to any person or entity any information in connection with the Work or the Project, any other information obtained by the Contractor as a result of or during the course of the Work, or any records or documents in connection with the Work (the "Information"), except: (1) with prior written consent of the Owner, (2) information that was in the public domain prior to the date of this Agreement, (3) information which becomes part of the public domain by publication or otherwise not due to any unauthorized act or omission of the Contractor, (4) as may be required to perform the Work or by any applicable law. If any person or entity seeks any Information from Contractor, the Contractor shall promptly notify Owner."

"1.7.2 The Contractor, at any time upon the request of the Owner, shall immediately return and surrender to the Owner all copies of any materials, records, notices, memoranda, recordings, drawings, specifications and mock-ups and any other documents furnished by the Owner or the Architect to the Contractor."

"1.7.3 The Contractor shall specifically cause all Subcontractors or any other person or entity performing any services, or furnishing any materials or equipment, for the Work to warrant and represent all items set forth in this Paragraph 1.7."

"1.7.4 The representations and warranties contained in this Paragraph 1.7 shall survive the complete performance of the Work or earlier termination of this Agreement."

ARTICLE 3: CONTRACTOR

3.5 Warranty

Insert the following new Subparagraphs 3.5.2, 3.5.3, and 3.5.4:

"3.5.2 Length. Each Contractor shall warranty that all Work executed under the respective sections will be free from defects of materials and workmanship for the period of one (1) year from the Date of Substantial Completion of the Work or within such longer period of time as may be prescribed by law or by the terms of any applicable special warranty required by the Contract Documents. Each Contractor further agrees that he will, at his own expense, repair and replace all such defective Work, and all other Work damaged thereby, which becomes defective during the term of the warranty. Where warranties are required, Contractor shall secure said warranties in writing from Subcontractors, manufacturers and/or material suppliers addressed to and in favor of the Owner and deliver same to the Owner upon completion of Work. Delivery of said warranties shall not relieve the Contractor from any obligations assumed under any other provisions of Contract."

"3.5.3 Remedies. Any damage to the building or its contents and/or Work of other Contractors caused by failure of any piece of equipment and/or faulty installations shall be repaired or replaced by the party or parties furnishing the original installation and paid for by the Contractor at fault."

"3.5.4 Inspection. An inspection of the installed Work and/or equipment will be made just prior to the end of the stipulated warranty period and any installations and/or equipment which, in the opinion of the Architect/Engineer and/or Owner, show undue wear, failure, incorrect operation, or otherwise do not conform to the letter and intent of the Contract Documents shall be repaired or replaced by the Contractor furnishing same at no additional charge."

3.13 Use of Site

Insert the following new Subparagraph 3.13.2:

"3.13.2 Hazardous Materials. Contractor shall not bring any hazardous substances, as the same are defined under applicable federal, state, or local environmental statutes, laws, regulations, or ordinances, onto the Project site, and shall prohibit subcontractors, and any other individuals or entities from bringing such hazardous substances upon the Project site. In the event such hazardous substances are to be incorporated into the Work and must be brought upon the Project site, Contractor shall notify Owner that: (1) such hazardous substances are to be placed upon the Project site; (2) the amount of such substances to be sorted on the Project site and incorporated into the Work; and (3) the reason such hazardous substances are being incorporated into the Work. Contractor shall be solely responsible for the handling, storage and care or such hazardous substances, and for any injuries, damages, or other claims arising out of or connected with the presence of! such hazardous substances on the Project site."

3.18 Indemnification

Delete Paragraph 3.18 in its entirety and substitute the following:

"3.18 Indemnification Prior to "First Substantial Completion" and Occupancy. Notwithstanding anything herein to the contrary, the indemnification in this paragraph 3.18 shall apply to any claim (as defined herein), the occurrence of which arises prior to and including the date of "First Substantial Completion" (as is also defined herein), whether or not notice of such claim has been given or a demand thereupon made by any party. As used herein, the date of "First Substantial Completion" shall be defined to mean the date determined by the Architect pursuant to the General Conditions of the Contract, AIA Document A201-1997 Article 9.8 to be the first substantial completion of any floor or area with the exception of the parking garage, and shall include, but not be limited to, occupancy of the first substantially complete area pursuant to a certificate or partial certificate of occupancy iss! ued by the Evansville Building Commission and the completion of all activities on the Project Schedule that are designated to be completed on or before said date of "Site Substantial Completion.."

Contractor agrees to indemnify Owner against and hold Owner harmless from and against any and all liability, damages, lawsuits, losses and expenses, including but not limited to, reasonable attorneys' fees and court costs arising out of or relating to any claim or cause of action of any nature arising while on or new the work, including claims relating to its representatives, employees, subcontractors, materialmen or suppliers, or by reason of any claim or dispute of any person or entity for damages from any cause directly or indirectly relating to any action or failure to act by Contractor, Contractor's representatives, employees, subcontractors, materialmen or suppliers, and whether or not it is alleged that Owner in any way contributed to the alleged wrongdoing or is liable due to a non-delegable duty. However, Contractor shall not be obligated to indemnify Owner for the sole negligence or willful misconduct of Owner, or any employee of Owner, where such ! indemnification is contrary to law. It is the intent of the parties that Contractor shall indemnify Owner to the fullest extent permitted by law for such liability. In any and every claim against Owner by anyone directly or indirectly employed by Contractor, the indemnification obligation under this paragraph may not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for contractor or any subcontractor(s) under worker's or workmen's compensation acts, disability benefit acts or other employee benefits acts.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE INDEMNITY HEREINABOVE SET FORTH SHALL INCLUDE ALL LIABILITY, DAMAGES, LOSSES, CLAIMS, DEMANDS AND ACTIONS ARISING OUT OF PERSONAL INJURY, DEATH OR DAMAGE TO PERSONAL PROPERTY OF OWNER, OWNER'S EMPLOYEES OR AGENTS OR LICENSEES OR INVITEES OR TO ANY OTHER PERSONS, WHETHER BASED UPON OR CLAIMED TO BE BASED UPON, STATUTORY, CONTRACTUAL, COMMON LAW, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, FRAUD, CONVERSION, INTENTIONAL TORT OR OTHER COMMON LAW TORT) OR OTHER LIABILITY OF CONTRACTOR, CONTRACTOR'S REPRESENTATIVES, EMPLOYEES, SUBCONTRACTORS, MATERIALMEN OR SUPPLIERS OR ANY OTHER PERSONS (HEREINAFTER COLLECTIVELY "CLAIM"). THE PROMISE OF INDEMNIFICATION IN THIS PARAGRAPH SHALL NOT BE CONSTRUED TO INDEMNIFY OWNER FOR ANY LOSS OR DAMAGE ATTRIBUTABLE TO THE SOLE NEGLIGENT ACTS OR OMISSIONS OF OWNER, OR ANY EMPLOYEE OF OWNER, WHERE SUCH INDEMNIFICATION IS CONTRARY TO LAW. THE PROMISE OF INDEMNIFICATION ! IN THIS PARAGRAPH HOWEVER, SHALL BE CONSTRUED TO REFLECT CONTRACTOR'S INTENT TO INDEMNIFY OWNER TO THE FULLEST EXTENT PERMITTED BY LAW FOR SUCH LIABILITY. OWNER SHALL BE ENTITLED TO RECOVER ALL COSTS AND EXPENSES, INCLUDING ATTORNEYS' FEES AND COURT COSTS INCURRED IN COMPELLING CONTRACTOR BY LEGAL PROCESS TO ABIDE BY THE TERMS OF THIS PROVISION, WHICH LEGAL PROCESS SHALL INCLUDE, BUT IS NOT LIMITED TO, DECLARATORY ACTIONS BY OWNER TO ENFORCE THIS PROVISION.

Contractor shall insure specifically the indemnity contained hereinabove and shall include Owner as an

additional insured by causing amendatory riders or endorsements to be attached to the insurance policies described in this Contract.

"3.19 INDEMNIFICATION AFTER "FIRST SUBSTANTIAL COMPLETION" AND OCCUPANCY.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE INDEMNIFICATION IN THIS PARAGRAPH 3.19 SHALL APPLY TO ANY OCCURRENCE SUBSEQUENT TO THE DATE OF "FIRST SUBSTANTIAL COMPLETION" AS DEFINED ABOVE IN PARAGRAPH 3.18.

CONTRACTOR AND OWNER AGREE TO INDEMNIFY EACH OTHER AGAINST AND HOLD EACH OTHER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGES, LAWSUITS, LOSSES, AND EXPENSES, INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND COURT COSTS ARISING OUT OF OR RELATING TO ANY CLAIM OR CAUSE OF ACTION OF ANY NATURE ARISING WHILE ON OR NEAR THE WORK, INCLUDING CLAIMS RELATING TO EACH OTHER'S REPRESENTATIVES, AGENTS, EMPLOYEES, LICENSEES, CONTRACTORS, MATERIALMEN OR SUPPLIERS, OR BY REASON OF ANY CLAIM OR DISPUTE OF ANY PERSON OR ENTITY FOR DAMAGES FROM ANY CAUSE DIRECTLY OR INDIRECTLY RELATING TO ANY ACTION OR FAILURE TO ACT BY EITHER PARTY, EITHER PARTY'S REPRESENTATIVES, AGENTS, EMPLOYEES, LICENSEES, CONTRACTORS, MATERIALMEN OR SUPPLIERS, AND WHETHER OR NOT IT IS ALLEGED THAT EITHER PARTY IN ANY WAY CONTRIBUTED TO THE ALLEGED WRONGDOING OR IS LIABLE DUE TO A NON-DELEGABLE DUTY. IT IS THE INTENT OF THE PARTIES TO INDEMNIFY EACH OTHER ONLY TO THE EXTENT OF THE COMPARITIVE FAU! LT OF THE INDEMNITOR AND/OR ITS AGENTS AND EMPLOYEES. IN ANY AND EVERY CLAIM AGAINST EITHER PARTY BY ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY EITHER PARTY, THE INDEMNIFICATION OBLIGATION UNDER THIS PARAGRAPH MAY NOT BE LIMITED IN ANY WAY BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER WORKER'S OR WORKMEN'S COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFITS ACTS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE INDEMNITY HEREINABOVE SET FORTH IN THIS PARAGRAPH 17 SHALL INCLUDE ALL LIABILITY, DAMAGES, LOSSES, CLAIMS, DEMANDS AND ACTIONS ARISING OUT OF PERSONAL INJURY, DEATH OR DAMAGE TO PERSONAL PROPERTY OF EITHER PARTY OR THEIR REPRESENTATIVES, AGENTS, EMPLOYEES, LICENSEES, CONTRACTORS MATERIALMEN OR SUPPLIERS OR TO ANY OTHER PERSONS, WHETHER BASED UPON OR CLAIMED TO BE BASED UPON, STATUTORY, CONTRACTUAL, COMMON LAW, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, FRAUD, CONVERSION, INTENTIONAL TORT OR OTHER COMMON LAW TORT) OR OTHER LIABILITY OF EITHER PARTY OR THEIR REPRESENTATIVES, AGENTS, EMPLOYEES, LICENSEES, CONTRACTORS, MATERIALMEN, SUPPLIERS OR TO ANY OTHER PERSONS (HEREINAFTER "CLAIM"). THE INDEMNITEE SHALL BE ENTITLED TO RECOVER ALL COSTS AND EXPENSES, INCLUDING ATTORNEYS' FEES AND COURT COSTS INCURRED IN COMPELLING THE INDEMNITOR BY LEGAL PROCESS TO ABIDE BY THE TERMS OF THIS PROVISION, WHICH LEGAL PROCES! S SHALL INCLUDE, BUT IS NOT LIMITED TO, DECLARATORY ACTIONS TO ENFORCE THIS PROVISION.

Contractor shall insure specifically the indemnity contained hereinabove and shall include Owner as an additional insured by causing amendatory riders or endorsements to be attached to the insurance policies described in this Contract.

ARTICLE 4: ADMINISTRATION OF THE CONTRACT

Delete Paragraph 4.5 in its entirety and substitute the following:

4.5 Dispute Resolution

"4.5.1 Any claim, dispute or other matter in question arising out of or relating to this Agreement shall be subject to mediation as a condition precedent to the institution of legal or equitable proceedings by either party. If such matter relates to or is the subject of a lien arising out of the Contractor's services, the Contractor may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation."

"4.5.2 Old National and Contractor shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Indiana Rules for Alternative Dispute Resolution currently in effect but only insofar as they are consistent with this Agreement. Request for mediation shall be filed in writing with the other party to this Agreement and with the pre-selected mediator and alternate mediator named below. Mediation shall be a condition precedent to the institution of legal or equitable proceedings.

"4.5.3 The parties hereby agree that the mediator in all matters hereunder shall be Frederick R. Folz, Esq. of Evansville, Indiana. In the event that Frederick R. Folz is unable to serve as mediator in a matter hereunder, then Ross Rudolph, Esq., of Evansville, Indiana shall serve as the alternate mediator. The parties shall share the mediator's fee equally. The fees paid to the mediator shall be no higher than the fees usually and customarily charged by that mediator for mediation services provided in Evansville, Indiana. 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.

"4.5.5 Old National, Contractor, Architect, Architect's subcontractors, construction manager, prime contractors, general contractors, subcontractors, materialmen and suppliers engaged on the Project who have an interest in any claim, dispute or other matter in question arising out of or relating to this Project agree to be joined as parties in any mediation.

"4.5.6 In the event of any litigation between the parties hereto involving the Project or the respective rights of the parties thereto, the non-prevailing party in such litigation shall pay to the prevailing party reasonable attorney fees, court costs and expenses of such litigation but not to exceed that percentage of legal fees and expenses incurred equivalent to the percentage of actual success of the prevailing party, which percentage is calculated by dividing the amount of the actual judgment by the amount claimed in the litigation."

4.6 Arbitration

Delete Subparagraphs 4.6 in its entirety.

ARTICLE 9: PAYMENTS AND COMPLETION

9.3 Applications for Payment

Insert the following new Subparagraphs 9.3.4 and 9.3.5:

"9.3.4 Retainage. The Owner will retain ten percent (10%) of the amount due the Contractor on account of approved progress payments until the Project is fifty (50%) completed. Thereafter, the retainage will be zero percent (0%). All retainage withheld will be held until completion of the contract Work and all remedial Work, listed as conditions of substantial completion, and following final payment. For all Change Orders, a ten percent (10%) retainage will apply.

"9.3.5 Escrow Agreement. The Escrow Agreement, Attachment "F" attached hereto and made a part of hereby, shall be signed by the Owner, Contractor and Escrow Agent. The Escrow Agreement is for the deposit of retainage, as set forth in Subparagraph 9.3.4 above, during the course of the project as well as for transfer of any funds that are in dispute. The Escrow is to be invested with the benefit accruing to the payee, except as provided in the Escrow Agreement.

ARTICLE 11: INSURANCE AND BONDS

11.4 Property Insurance

Insert the following clause at the beginning of Subparagraph 11.4.7 regarding waivers of subrogation:

"If permitted by the Owner's and Contractor's insurance policies, without penalties,"

IN WITNESS WHEREOF, the parties hereto have executed the First Addendum to the Agreement as of the 11^th day of October, 2002.

OLD NATIONAL BANCORP

/s/ Thomas F. Clayton
Thomas F. Clayton
Executive Vice President
Administration & Operations

"Owner"

INDUSTRIAL CONTRACTORS, INC.

/s/ Alan W. Braun
Alan W. Braun, Chairman

"Contractor"

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