HomeMy WebLinkAbout1993 - Agreement for Ballfield #4I AM Doctiment A101
Standard Form of Agreement Between
Owner and Contractor
inhere the basis of payment is a
STIPULATED SUM
1987 EDITION
THIS DOCUMENT IMS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION W7771
AN ATTORNEY IS ENCOURAGED IGITH RESPECT TO ITS COMPLETION OR MODIFICATION.
The 1987 F.ditinn of AM Dncunrenr A701. General Cnndltlnns of aw Cmuract for Construction, Is adopted
in this document hp reference. Po 0-1 „-e with ntr•I • nrnrrnl rnlnlitions unless UNs doormen( Is modified.
This document ha.5 been approved and endorsed by The AcSociated General Contractors or America.
AGREEMENT
made as of the 19th day of AUGUST in the year of
Nineteen Hundred and Ninety Three
BETWEEN the Owner: City of Sebastian
(Xante and adelmc) 1225 Main Street
Sebastian, F1 32958
and the Contractor: Wood N Nichols Fence
(Manse and addrMT) P. O. Box 780329
Sebastian, F1 32958
The Project Is: BArber Street Sports Complex
(A•anM,nld lrlrnrinrr) Ballfield Number Four
The Architect is:
rAirn t, and address)
The Owner and Contractor agree as set forth below.
Copyrlght 1915. 191 A. 1925, 1937, 1951, 1958, 1961, 1963. 1967, 1974, 1977. OC 1987 by The American Institute of Archi.
teas, 1735 New YOtk AVcnuc, N. W., Washingttnt, U.C. 218876. Rcpntducnun of 1110 material herdn or substantial quotation
of ua proYlninos wlthnut written prnnhA.m .,f lire AIA A,11a1e5 the plpyriRhl law. nr dte IInked states and will he suhit:ct 10
IeRA pmseaninn.
AU OOCUTAENT A101 • OWNER CON FRACIOR AGREEMENT • TWELFIII Full ION • AIA' •'e)I9R7 A101-1987 1
TI IE AMERICAN INSTITI ITF. OF ARCIIII F.CT.S. 1735 NEWYORK AVENIIE. N.W.• WASTIINOTtiN. O C 200"6
a.h� ARTICLE 1 /0%,
THE CONTRACT DOCUMM, j
1'he Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions),
Drawings, Specilicolons, Addenda Issued prior to execution of this Agreement, other documents hated In this Agreement and
NIndilkallons Issued alter execution of this Agreement; these form the Contract, and are as rally a part of the Conmact as if attached
In fills Agreement or repeated herein. The Contract represents the entire and hnegrated agreement between the parties herein and
supersedes print negotiations, rcpresrntafions or agreements, either written or oral. An enumeration of the Contract Documents,
other than modincolons, appears In Ard(Ir o
ARTICLE 2
THE WORK OF THIS CONTRACT
The Contractor shall execute the entire work described In tile Contract t)xuments, except to the extent specl0caliy indkated In
the Contract tNxuments to be the responsibility of others, or as follows!
All work shall be completed in a workmanlike manner in accordance
with the construction documents and specifications as prepared by:
Mosby and Associates
dated: July 1993
ARTICLE 3
DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
3.1 l lie dale of Comment clorol Is file date from which the Contract Time of Paragraph 3.2 Is measured, anti shag be the date of
this Agreement, .1s first w•ducn ahnvc, unless a different slate Is stated below or provision Is matte for the dale in be fixed in a notice
In prorccrl I.ssurd by trip owner,
(hnr,t Ihr dnlr of rar,,.rren,rnrn,( If It Alrp,r from she Ante n/ Ihl1 ARrrralr„l or, If apprk nfrfr, 11,11, Ihal the date tuft! he fired In a nwire m pr,nrcdJ
Within 14 days of approval of the Sebastian City Council.
Unlr :sn tie dale of I otm111rocr1nf111 k rs111111sInrd try a nnllcr N/ procred I.sstred by file owner, the Contractor shall notify the
owner III writing hilt Icss 111111 fife (.lays Ilelbre Commencing file Work ill permit file 11111cly filing of offingaPP5. Illechallic s Ilens
and oilier sepnfir Interests.
3.2 'r11e Conn, Int 41111 achievr Suhst1n1111 Cornpicfion of the entire Werk not Miter 111.111
(loin I thr rdIc"411 • ,1tr ar nn,r,hrr of talewfa, does after Ihr dolt M tnrhmpl, ,,moot. Ar1n In1,r/ more r,jr it,mm111f rr Moller SnhtN1//or t�arllplYf1111I n/ rn.
Mlh,Ri,rL1/nnt ltnrrd r1,n,hnr In the C11nI,dIt 1A" 1,mrIto Notwithstanding any language
herein to the contrary, "Completion" shall mean a fully constructed
improvement in complete conformance with the plans and specifications,
ready for intended use without further expense to the owner as determined
by the City Engineer.
mlblrrI u1 nfl1w,lnlrtlt<, If fids Contr.1rl'Ilnlr as flowhicd In tilt Conoll'1 IMroolcols. 2
//n.rrl
.... 11Nnut. I/ nal'. f^r Ilq"hl.rlyd dotage, reldllnlf (" todw, Ire sono/,Irl, nn lima 1 If ,100 % of work is not
completed within 30 calendar days after Notice to Proceed, except
as may be extended by City Engineer in writing for good cause, then
the owner may deduct $75.00 per calendar day as liquidated damages
and not a penalty for each day spent to 100% completion. This deduction
will be taken from final payment due the contractor.
AIA DOCUMENT 11101 • OwNF.R CONTRACTOR Af7RF.EMFNT • TwErV til F0111018 • AM' M)0"7 AIO1-1987 2
111F A MFRICANINSn I I III F.(IF ARra Ili PCIS. 1731 NEW YORK AVVIOVE. N.w„ wAsol"ololl. OC ZrRNK
ARTICLE 4
CONTRACT SUM
4.1 The Owner shall pay the Contractor In current funds for the Contractor's performance of the Contract the Contract Sum of
Dollars
(f 12,750.00 ), subject to additions and deductions as provided In the Con-
tract Documents.
4.2 The Contract Sum is based upon the following alternates, If any, which are described In the Contract Documents and are
hereby accepted by the Owner.
(seator the numbers ntar IArar/knln /uci,,;n,do,tn,,ran,3. Ihnnhrmade by the eSubsequent, In the rraanlnnn
fh,ARrrcmrnf, month n IthAdr n/ Tooth 'It',, aln"rnn"lbn...Ing the tenement /",Cothandth,tenor unll uJl[h that mmnmen to rallA)
See attached Proposal for product alternatives
4.3 1 [nit prices, if any, arc as follows
Exhibit "D"
AIR DOCUME14T A101 • O`1NER CON IRACTOR AGREEMENT • 7'WELFTII EDITION • AIA' - M1997 A101-1987 3
THE AMERICAN INST11I ITF OF ARC111TECIS, 1735 NEW YORK AVENNE, NW., WASIIINGTON. D.C. 21tl+fK
S/MINOLE FOnLI 596
PROPOSAL SfffU���B---MI;;;T���TED TO:
STREET: LTC
ITR
PROPOSAL
pp IT',cf. "tit+ .
``phviart, -1 ".6
[1(171 LAO II ' r
I PHONE:
JOB NAME
rlT'R V
Page No. ---
of Pages
DATE: k _ I ESQ
STATE:
STATE:
We}tetpby submit speriliealtiJ{Qy)s tand estimates r.
v'�: \ /� M-c"7r•tiVri.t C: L-CL�r*�s2r
1 l
/57, ,7'LL'i+'tti-V n
1 / ,�iy�, l.�ti. �"'a"'�� \ 11�^✓Y1r�.1/rv�G`-n-r �� /l 'G./—Q
We hereby pos to furnish Its o and to at mplefe accordance withtheabove specifications, for The sum of:
11 1
with payment to be made as follows:
- - - -�--•—---�-->r-----ter r9--—fr----7rZ— _ - n� :-
_>�
All material is guarvAtied to be as specified. All work to be completed in a workmanlike manner according to standard practices. Any alteration or deviation
from above specilicalions involving extra costs, will be executed only upon written orders, and will be a an extra charge every and above the estimate. All
/ rs/.!t t
agreements contingent upon strikes, accidents or delays beyond our control. This pr000 su eplan withi days and is void
the.eeher at the notion of the undersigned //
Authcri"d S;e^alure
The above prices, specifications and conditions are hereby accepted. You are authorized to do the work as specified. Payment will be made
as outlined above.
ACCEP T ED: Signature. — --
Date—
.-.
ARTICLE 5
PROGRESS PAYMENTS
5.1 Rased upon Applications for Payment submitted to the Architect by the Contractor and Certiricates for Payment Issued by the
Architect, the Ownet shall make progress payments on account of the Contract Sum to the Contractor as provided below and
elsewhere in the Contract Documents.
5.2 The period cov.red by each Application for Payment shall he one calendar month ending on the last day of the month, or as
follows` Pay requests to be submitted to the City Engineer by the
25th of each month.
Final payment shall be upon acceptance of the improvements
to the satisfaction of the City Engineer.
5.3 Provided an Application for Payment k received by the Architect not later than the 25th
day of a month, the Owner shall make payment to the Contractor not tater than
the 10th day or the month. If an Application for Payment is received by the
Architect after the appliation date Rud above, payment shall be made by the Owner not later than Ten (10 )
days after the Architect receives the Application for Payment.
5.4 Each Application rot Payment shall be based upon the Schedule of Values submitted by the Contractor In accordance with
the Contract Dhcuments. The Schedule of Values shall allocate the entire Contract Sum among the various portions of the Work
and be prepared In such form and supported by such data to substantiate Its accuracy as the Architect may require. This Schedule,
unless objected to by the Architect, shall he used as a basis for reviewing the Contractor's Applications for Payment.
5.5 Applications for Payment shall Indicate the percentage of completion of each portion of the Work as of the end of the period
covered by the Application for Payment.
5.6 Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed w follows:
5.8.1 Take that portion of the Contract Sum properly allucable to completed Work m determined by multiplying the percentage
completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of the Work In the
Schedule of Values, less retainage of 10% Ten percent
( 10 %). Pending Mal determination of cost to the Owner of changes In the Work, amounts not in dispute may he
Included as provided In Subparagraph 7.3.7 of the General Conditions even though the Contract Sum has not yet been adjusted by
Change Order:
5.6.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the
site rot subsequent Incorporation In the completed construction (or, if approved In advance by the Owner, sultably stored off the
site at a location agreed upon In writing), less retainage of Ten
percent ( 10 %);
5.6.3 Subtract the aggregate of previous payments made by the Owner; and
5.6.4 Subtract amounts, If any, for which the Architect has withheld or nullified a Certificate for Payment as provided In Para-
graph 9.5 of the General Conditlnng.
5.7 Tie progress payment amount determined In accordance with Patagraph 5.6 shall be further modified under the following
circumstances:
5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to Increase the total payments to Ten
percent( 10 %) of the Contract
Sum, less such amounts as the Architect shall drtrmdne for Inrnngllelr work and unsettled claims; and
5.7.2 Add, if final completion or the Work Is thereafter materially delayed through no fault of the Contractor, any additional
amounts payable In accordance with Subparagraph 9.10.3 of the General Conditions.
5.8 Reduction or limitation of retainage, If any, shall he as follows:
pf It Is Intended, prkrr to .rrtlnlannal Completion of the entire Rork, Ia reduce or thorn rbe rclalnogr rejulting f",on The percentInsmird In 5101para-
graphs 5 6. l and 5.6.1 ahnrr. and this is not exptained ehm-here /n the Crmtract Ikrnrmrn/t. Insert herr prorGrons forma h rr url(on or tlmlratinn )
AIA DOCUMENT A101 a OWNER CONTRACTOR AGREEMENT a TWELFTH F.UII ION a AIA' a 401907
11IF.AAIF.RICANINSTITUTF. OF ARC111TF.CTS, 1755NF.W YORK AVENUE, N.W., WASHINGTON. D.C. 2txwi6 A101-1967 4
10M% ARTICLE 8 I �
FINAL PAYMENT
Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the owner to the Contractor when (1)
the Contract has been fully performed by the Contractor except for the Contractor's responsibility to correct nonconforming
Work as provided In Subparagraph 12.2.2 of the General Conditions and to satisfy other requirements, If any, which necessarily
survive final payment; and (2) a final Certificate for Payment has been Issued by the Architect; such final payment shall be made by
the Owner not more than 30 days alter the Issoance of the Architect's Mal Certificate for Payment, or as follows:
Additionally, completion per 3.2 and delivery to the owner the
contractor's Affidavit per Florida Statutes 7.3 shall be required
prior to final payment.
ARTICLE 7
MISCELLANEOUS PROVISIONS
7.1 Where reference Is made in this Agreement to a provision of the General Conditions or another Contract Document, the ref-
erence refers to that provision as amended or supplemented by other provisions of the Contract Documents.
7.2 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 ralr of lnleretf aRrerd"Part. If an,,) per Relevent State Law.
ff :any foul and requlremrntr render rhe Federal Truth or Lending At 1, therefor Slate and final rran o rrr credll Intel andotber rrRutatfons at flue rhrner :;r rrad
Cnruroctnr's prorclpor p/ns n ry huslae.u. the Iola/(ten (y the T" feet tend r6erc/acre no)- n//ec/ 114 ralldify ay this prorta/nn. Lrgnf adrfre shfudd he ahlnfmN
rrfrh rrsl'rrt to ddrftnrrr or neadQfraureat. and alto regnrdorR regnf irmnrts such ns nrfurn Met fissures fir nNrrrr )
7.3 other provisions: Change Orders: All requests for change orders must
be presented in writing by the Contractor to the Owner before any
extra work is done or the Owner is not obligated to pay for the same.
ARTICLE 8
TERMINATION OR SUSPENSION
8.1 The Contract may he trrminated by the Owner nr the Contractor as provided in Article 14 of the General Conditions.
8.2 The Work may he suspended by the owner as provided In Article 14 of the General Conditions.
AIA DOCUMENT A101 • OWNER CONTRACTOR A(iREEMF.NT • TWELFTH EDITION • AIA^ • x)19147 A101-1987 S
I I IF AMERICAN INST11'I ITE. OE ARra 11TE.CTS. 1734 NEW YORK AVENUE. N.W. WAM HNOTON. f) c Zn1KKr
rn
..
ARTICLE 9
ENUMERATION OF CONTRACT DOCUMENTS
9.1 The Contract Documents, except for Modifications Issued alter execution of this Agreement, are enumerated as Fallows:
9.1.1 The Agreement is this executed Standard Form of Agreement Between Owner and Contractor, AIA Document A101, 1987
Edition.
9.1.2 The General Conditions are the General Conditions of the Contract for Construction, AIA Document A201, 1987 Edition.
9.1.3 The Supplementary and other Conditions of the Contract are those contained In the Project Manual dated
I . and are as follows:
Document
Title
Pages
9.1.4 The SpcciOcatinns are those contained in the. Project Manual dated m in Subparagraph 9.1.3, and arc zs follows
frilhre fill lhf SfRWff nll.... bn ne refer In an eshihlf offal bed fn 1151, ARrrrmen/ )
Section
Title
PagcS
AIA DOCUMENT A101 • 04'NFR CUNIRACTOR AGREEMENT • TWELFTIt F.U1tTOM • AIA' • fe)1997
I ITT. AMERICAN INSTIT111 F. OF ARCIIITF.CTS, 1731 NEW YORK AVENUE. N W., WASIIINOTON. U.C. 21eeK, A1O1-1987 6
9.1.5 the Urawlnps and arr 111,..d
(t llhrr Ihl th1 MnrrMRr Fro nr , In nn Grhlhlr nlrn(hrd M Ihd Aarremr"f )
NNmher ilde
Sheet
1
of
16
Sheet
2
of.
16
Sheet
3
of
16
Sheet
6
ok
16
Sheet
8
of
16
Sheet
9
of
16
Sheet
10
of
16
Sheet
11
of
16
9.1.9 the Arldcnda. If any, arc as fnllnw•R:
Nnmher
Pale
T nnlclq a dllicrent (late Is shown below:
DOC
rage,
po/Unns of Addenda relating m bidding rerplitementt are nn' pat' of 111CContract Ikxonlcntt unksR the bhlding regnlremems a
also enumerated In Ihh ANkk 9.
p1A OOCUMlNT Ato' oarrlER ('ttt1IRAElgp 1nRFP,�,Fjjv • vtpttm rmitntl • AIA' • 0)1907 A101-1997
111P.hMF.RIr.ANINS/11ntF.(1F ARr'11117C t" -i Ynpe, Al rtu•r. rr ^. ,'.a h^.Iiltunrttr, f) 1: IrrRY.
GENERAL CONDITIONS.
The term "Architect" used in these General Conditions shall mean Owner
ARTICLE 7
CONTRACT DOCUMENTS
7.1 The Contract Documents consist of this Agreement with
Conditions of the Contract (General, Supplementary and other
Conditions), Drawings, Specifications, addenda issued pilot to
tine execution of this Agreement, other documents listed in this
Agreement and Modifications Issued after execution of this
Agreement. The Intent of the Contract Documents Is to Include
211 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 is b1nd.
Ing as If required by an; performance by the Contractor shall be
required only to the extent consistent with the Contract Docu-
mernts and reasonably Inferable from them as being necessary
to produce the Intended results.
7.2 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 or (j) between any persons or entities other
than the Owner and Contractor.
7.7 Execution of the Contract by the Contractor Is a represen-
ratfon that the Contractor has visited the she and become famll-
lar with the local conditions under which the Work Is to be
performed.
TA The term "Work" means the constructlon and services
required by the Contract Documents, whether completed or
p2rtfany completed, and Includes an other labor, materials,
equipment and services provided or to be provided by the
Contractor to ruing the Contractor's obligations. The Work
may constitute the whole or a put of tine Prolect.
ARTICLE S
OWNER
9.1 The Owner Shan fumlsh surveys and a legal description of
the site.
9.2 Except fat permits and fen which are the responsibility of
the Contractor under the Contract Documents, the Owner shag
secure and pay for necessary approvals, easements, assessments
and chuges required rot the construction, use or occupancy of
permanent structures or permanent changes In existing hclilties.
9.1 If the Contractor (alts to correct Work which is not In
accordance with the requirements of the Contract Documents
of perslstentiy falls to carry out the Work In accordance with
the Contract Documents, the Owner, by 2 written order, may
nrder the Contactor to stop the `Work, on any portion thereof,
kraut the cause for such order has been eliminated; however,
the Tight of the Owner to stop the Work shall not give rise to a
duty on the put of the Owner to exercise this right rot the
benefit of the Contractor or any other person or entity.
ARTICLE 9
CONTRACTOR
9.1 the Contractor 911211 supervLse and direct tine Work, using
the Contractor's best skill and attention. The Contractor shall
be solely responsible rot and have control over construction
means, methods, techniques, sequences and procedures and
for coordinating all portions of the Work under the Contract,
unless Contract Documents give other specific Instructions
concerning these matters.
9.2 Unless otherwise provided In the Contract Documents, the
Contractor shall provide and pay for labor, materials, equip•
m!nt, tools, construction equipment and machinery, water,
heat, utilities, transportation, and other facllitles and services
necessary for the proper execution and completion of the
Wnrk, whether temporary or permanent and whether or not
incorporated or to be Incorporated in the Work.
9.3 The Contractor shall enforce strict discipline and good
order among the Contractor's employees and other persons
carrying out tine Contract. The Contractor shall not permit
employment of unnt persons of persons not skilled In tasks
assigned to them.
9.4 The Contractor warrants to the Owner and Architect that
materlab and equipment furnished under the Contract will be
of good quality and new unless otherwise required or permit -
led by the Contract Documents, that the Work will be free
from defects not Inherent In the quality required or pemdned,
and that the work will conform with the requirements of the
Contract Documents. Work not conforming to these require-
ments, Including substitutions nor properly approved and
2uihod2ed, may be considered defective. The COnIraCiOr'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 under normal usage. If required by the Architect,
the Contractor shall furnish satisfactory evidence ss to the kind
and quality of m31er1219 and equipment.
9.9 Unless otherwise provided In the Contract Documents, the
ContT]CIOr shall pay sales, consumer, use, and other stndlar
taxes which are legally enacted when bids are received or nego-
tiations concluded, whether or not yet effective or merely
scheduled to go Into effect, and shag secure and pay for the
building permit and other permits and governmental fees,
licenses and Inspectlons necessary for proper execution and
completion of the Work.
9.9 The Contractor shall comply with and give notices
required by laws, ordinances, rapes, regulations. and lawful
orders of public authorities bearing on performance of tine
Work. The Contractor shill promptly notify the Architect and
Owner If the Drawings and Specincatlons are observed by the
Contactor to be at variance therewith.
9.7 The Contractor shall be responsible to the Owner for the
acts and omissions of the Contiactorb empluyea. Subcnnuae
tors and their agents and employees, and otter persons per
foiming portions of the Work under 2 contract with the
Contractor.
.ABBREVIATED OWNER CONTIIACTOR AGREEMENT• NINTI 12011 ION• AIA• •0001961
TIN! AMERICAN INSTITOTE Or ARCINTECTS, ITSS NEW YORK AVENNe, N W, WASHINGTON. D.C. 21Wt16
9.8 The Contractor shall review, appr� and submit to the
Architect Shop Drawings, Product Da temples and similar
submittals required by the Contract Documents with reason-
able promptness. The Work shall be In accordance with
approved submlttab. When professlonal certification of per.
romance criteria of materhb, systems or equipment b required
by the Contract Documents, the Architect shag be entitled to
rely upon the accuracy and completeness of such certifications.
9.9 The Contractor shall keep title premises and surrounding
area free from accumulation of waste materials or rubbish
Caused by operations under the Contracts At completion of the
work the Contractor shin remove from and about the Project
waste materials, rubbish, the Contractor s tools, construction
equipment, machinery and surplus materials.
9.10 The Contractor shall provide the Owner anti r r Idtect
access to the Work In preparation and progress wherever
located.
9.11 The Contractor shin pay all royalties and license fees;
shall defend sults or clairns for Infringement of patent rights and
shall hold the Owner 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 manufac-
turer or manufacturers is required by the Conrad Documents
unless the Contractor has reason to believe that there Is an
Infringement of patem.
9.12 To the fullest exttnt permitted by law, the Contractor
shall Indemnify and hold harmless the Owner, Architect, Archl-
tect's consultants, and agents and employees of any of them
from and against claims, damages, losses and expenses, Includ-
ing but not limited to attorneys' fees, wising out of or resulling
from petfour ance of the Work, provided this such claim, dam-
age, loss of expense Is mulbuuble to bodily Injury, sickness,
dlsease or death, or to Injury to or destruction of tangible prop.
city (other than the Work Itself) Including loss of use resulting
therefrom, but only to the extent caused In whole or In part by
nrgligent acts or omissions of the Conincim, a Subcontractor,
anyone directly or Indirectly employed by them or anyone for
whose acts they may be liable, regardless of whether or not
such claim, damage, loss or expense Is caused In part by a party
Indemnified hereunder. Such obligation shin not be construed
to negate, abridge, or reduce other rights or obligations of
Idemnity which would otherwise exist as m a party of person
described In this Paragraph 9.12.
9.12.1 In claims against any person or entity Indemnified
under tills Paragraph 9.12 by an employee of the Contractor, a
Suhcnntnctor, anyone directly or Indirectly employed by them
or anyone for whose acts they may be liable, the Indemni0c3-
tlnn nbligatlon under this Paragraph 9.12 shall not be Ilmhed by
a linikation on amount or type of damages, compensatlun of
ben,fits payable by or for the Contractor or a Subcontractor
mvlrr workers' or workmen's compensation acts, disability
brocft acts or other employee benefit acts.
9.12 shall not extend to the liability of the Archliect chl-
tect's consultants, and agems and employ any of them
arising out of (1) the preparation Of ap of maps, drawings,
opinions, report$, surveys, ge Orden, Construction
Change Directives, des, speclfindons, or (2) the giving of
or the (allure Its rection or Instructions by the Architect,
the ArchlI consultants, and agents and employees of any of
the uvlded such giving or failure to give is the primary
^ARTICLE 10
ADMINIS1 ATION OF THE CONTRACT
119,11 Tile-,Anel+leeef-s 211 prevk3e Will I - -1 - d+e- beset
and will be the Owner's tepresentmlve (I nstmalun,
(2) unto final payment b Ju Il rite Owner's concur.
fence, from t C uring the correction period described
h uu+saBAN6
10.2 The �fehM will visit the site m Intervals appropriate to
the stage of constroctlon to become generally familiar with the
progress and quality of the completed Work and to determine
In general If the Work Is being performed In a manner Indlcat-
Ing that the Work, when completed, will be I Ice A-1111tine Contract Documents. Ilowever, the Aw91 not be
rrquirr•I to make exhaustive or continuous on site Inspections
to check quality or quanth of Wof(C, C kS,,ba21�u6un.
site obscrvatlons as an lie � w I`ketp the
Owner Informed of progress of the Work and will endeavor to
guard the Owner against defects and deficiencies In the Wotk.
will not be responsible for construction means, mS!PLNtK, tecm-
niques, sequences or procedures, or for skw1prCcuitions mid
programs In connection with dx . since these arc solely
tie Contractor's responsailtilis provided In Paragraphs 9.1
and 16.1. The Ar will not he responsible for the Cuntrao
lot's fall carry out rite Work In accordance will, the Cun-
dorhrnf'
the Contractor's Appllators ' it: Architect will
review an ounis due the Contractor and will
ffleates-for .
Ing 7crformmce under and requlrcments of the Contra' ocu-
menu on written request of either the Owner onlrador.
The Architect will make Initial decision o dalnhs, Disputes
or other matters In question between Owner wIJ Gnnrac
tor, but will not be liable fur t s of any Intcrpre13tuns or
decisions rendered h, g Ih. The Architect's dcclsiuns In
minters relating to tee a effect will be final If consistent with
the Intent txpr Io the Contn[t Documents. All other Jcc-
irons oft rchltect, except those which have been waived
by ng or acceptance of final payment, shall be subject to
10.8 The�hire`ei will have authority In reject Work which
does not conform
/ to the Contract Documents.
iF�EKit e►
10.1 The (�_I11 review and approve or take other
appropriate action upon the Contractor's submittals such :s
Shop Drawings, Product Data and Samples, but only for the
limited purpose of checking for conformance will, Infurn13tinn
given and the design concept expressed In the Contract
Documents.
Owner wising Out or relating to the Coniruct, or the bisaitf,
thereof, shall be decided by willtntlun In accurdanc h the
Construction Industry Arbitration Rules of 1 hcrican AIb-
tratlon Assoclmlon currently in effect Ss the panics mmlu
ally agree otherwise and sublc_cl.301H, Initial prrx•ntadun of the
claim or dispute las the I Iect a$ .requlrcd under 1'aragraph
111.5. Notice or Ila maid fur wbltratiun 511311 Ile filed in %%tit -
Ing whit llhe err party tits fhb Agreement and with tine Aloud -
can Af_LiWillon Asst10atlun and shall he made within a r-ianl-
AIIIIRE.VIATEn OWNER CON I RACI 1111 AGREEAIENT- NIK 111 Coll ION' Al s' •¢1911'
TIIE AMERICAN INSTITIME Or ARCIIIIECTS. ITIS NEW YORK AVENUE. N`a'.. WASIIINIMIN. Ili: !ixex.
entered upon It In accordance with applicable law In any co t
having jurisdiction thereof. Except by written consent the
person or entity sought to be joined, no 2rbllratlonng out
of or relating to the Contract DocurIs shill In e, by con-
solldation, joinder or In any other a. .ter, an rson or entity
not a party to the Agreement under whl such arbhntlon
=Lsct, unless It b shown at the time th emand for arbltntbn
Is pled that (?)such person or calf substantially Involved In
2 common questlon of fact or I , (2) the presence of such per -
,on or entity Is required If plele relief b to be accorded in
the 31b Ilia
(3j the i rest or responsiblilty of such person
or entity In the mat Is, not Insubstantial, and (4) such person
or entity 6 the Architect or any of the Architect's
employees consultants. The agreement herein among the
parties the Agreement and any other written agreement to
afb to rererred to herein shall be specifically enforenble
ARTICLE it
SUBCONTRACTS
contact with the Contractor to perform a portion of the
at die she.
11.2 Unless otherwtse stated In the Conlnct Docs nth or the
bidding requirements, the Contractor, ss soo practicable
iltrr award of the Cmnract, shall furnish writing to the
Owner through the Architect the names the Subconuactats
for each of the principal portions ofd ark. The Contractor
slag not contract with any Subcon ctor to whom the Owner
or Architect has made rrasona and timely objection. The
Contractor shalt not be req ed to contract with anyone to
whom the Contractor h made reasonable objection. Con-
for
between the C tractor and Subcontnclon shall (1)
require each Subc cior, to the extent or the Wolk to be
performed by ill ubcontraetoq to be bound to the Cmnnct
tot by the to s of the Contract Documents, and to assume
towed tit ontractor all the obllgatlons and responsibilities
which Contractor, by the Contract Documents, assumes
tow the Owner and Architect, and (2) allow to tine Subcnn-
t or the benefit of all fights, remedies and redress afforded to
ARTICLE 12
CONSTRUCTION BY OWNER OR
BY SEPARATE CONTRACTORS
operitions related to the Project with the Owner's ow es,
2nd to award separate contracts In connection other par•
tions of the Project or other construct pentlons on.the
site under condltbns of the cont entlnl or substantially
stmilto these, Includin c portions telated to Insurance
and waiver or subr m. If the Contnclor limn that drlay
of addition Is Involved beouse of such action by the
Own a Contractor shall make such claim as provided Else -
It.
tactors reasonable opportunity for the Ins forr''Sd star•
age of their materials And equl Performasiee of their
acrlvides, and shall d coordinate the Contractor's
cnnstnx operm long with theirs 2;required by rhe Con•
swirhEnEs,
detective construction shall be borne by the party responsible
therefor.
ARTICLE 19
,ANGES IN THE WORK
19.1 The Owner, without InvalWal hill the Contract, maV nftier
changes In the Work consisting of additions, deletions or mndl-
ficatiuro, lite Contract Sum mid Contract Time being adjusted
accordtngly. Such changes In the Work shall be aulhorticd by
written Change Order signed by the Owner, Contractor and
Architect, or by written Construction Change Directive signed
by the Owner and Architect.
13.2 The Contract Sum and Contract Time shall be clanged
only by Change Order.
13.3 The cost or credli to the Owner tram a change In the
Work shall be determined by mutual agreement.
ARTICLE 14
TIME
14.1 Time limits stated In the Contract Documents are of the
essence of the Contract. By executing the Agreement lite Con-
tractor conllims Ih2t the Contract Time Is a reasonable period
for performing the Work.
1A4 -z a-dat"E4ubslmA,l.l Completion Is Ih, 1111, r"•fin",t
b"he-Afehutet nmceardance w1t>--Puragsu0>-1$;... ,
14.3 If the Contractor Is delayed it any time In progress of the
Work by changes ordered in file Work, by labor disputes, fire.
unusual delay ht deliveries, abnormal adverse %earlier condi-
tions not reasonably mulcip2t2ble, unavoidable casualties or
any causes beyond the Conit cior's control, or by other causes
which the AMiltca determines may justify delay, then file
Contract Time shall be extended by Change Order fur suds na-
snn2bbl tine as the Architect (tiv detennl e. Contractor
gghaallyy M Owner ' aItLen4 1CeYYofpp a st
icor rPactt�or se ARTICLEs15�eheadelay��se
PAYMENTS AND COMPLETION
15.t Payments shall be made as provided In Articles ) and 5 of
this Agreement.
15.2 Payments may be withheld on account of 0*dctcc1lve
Work not remedied, railurc
of the Contractor to make payments properly to Subcontrac.
tors or for labor, materlals or equipment, %it) mrnnh,Tc
deal:, list tile 'We If call ot be ea'.111l't'd for he! timpsid hA
damage to the On tier of another
contractor,
sgm persistent failure to cart
out lire Work In accordance with the Cnntnct oocumcnts.
1t.3 when
complulan,
15.4 Final payment shall not become due until lite Cuntach,
has delivered to tie Owner 2 idmplcte relc:mc of all Mens vlslm
out or this Contract or recelpls In full covering all bhur, utak
this and equipment rear which a lien could be tiled, tar a Imm,
smis(actory it, rlte Owner t0 Indemnify the Owner against such
AURREVIATED OWNER- CONTRACTOR AGREEMENT• NINTN EDITION• AIA- •UIVR)
T11E AMERICAN INSTITUTE Of ARCHITECTS, 1751 NEW YORK AVENUE. "W.. WASHINGTON. OC. It"16
10
lien. it such lien remains unsatisfied after payments are made,
.the Conrnctor shall refund to the Owner all money that the
Owner may be compelled to pay In,Aseh2rging such lien.
Including 211 costs and reasonable itto, t fees.
cbInis by the Owner c•ccpt diose arishtg from:
.1 ]lens, claims, security Interests or encu ces arts -
Ing out of the Contract and unseal ,
.2 fallure of the Work to comp) the requirements
of the Contract Documen , or
.9 terms of special war fes requited by the Contract
Documents.
Acceptance of fln3i,1ayment by the Contractor, a Subeontrac
tot or Malec ppller shall constitute a waiver of claims by
that Paye xcept those previously made In writing and Identl-
nedb7hthat payee as un-setded at the time of Mal Application
ARTICLE 16
PROTECTION OF PERSONS AND PROPERTY
18.1 The Contractor shall be responsible for Initiating, m21n-
t3lning, and supervising alp safety pteeautlons and programs In
connection with the performance of the Contract. The Con-
tractor shall take reasonable precautions for safety of, and shag
provide reisomble protection to prevent damage, Injury or loss
to:
.1 employees on the Work and other persons who may
be affected :hereby:
.2 the Work and materials 2nd equipment to be Incor-
porated therein: and
.9 other property at the site or adjacent thereto.
The Contractor shall give notices and comply with applicable
laws, ordinances, rules, regulations 2nd lawful orders of public
authorities bearing on safety of persons and property and their
protection from damage, Injury or loss. The Contractor shill
promptly remedy damage 2nd loss to property 2t the site
caused In whole or In put by the Contractor, a Subcontractor, a
Sub subcontractor, or anyone directly or Indirectly employed
by any of them, or by anyone for whose gets they may be 112ble
and for which the Contractor Is responsible under Subpar2-
graphs 16,M ' and 16.1.3, except rot damage or loss 3111ibut2ble
to acts or omissions of the Owner or Architect or by 2nyone for
whose acts either of them may be liable, 2nd not attributable to
the fault or negligence of the Contncior. The foregoing ohliga-
lions of the Contractor ire In addition to the Come, tot's obll-
g2dons under Paragraph 9.12.
111.2 The Contractor shall not be required to perform without
consent any Work relating to asbestos or polychlorinated
biphenyl (PCB).
ARTICLE 17
INSURANCE
17.1 The Contractor shall purchase from 2nd m2lm2In In a
company or companies lawfully authorized to do business In
the Jurbdlction In which the Project is located Insurance for
protection from claims under workers' or workmen's compen-
satlon acts 2nd other employee benefit ecu which ere appllc-
able, claims for damages because of bodfly Injury, Including
death, and from claims for damages, other than to the Work
Itself, to property which may arise out of or result Irom she
Contractor's operations under the Contract, whether such
operatlons be by II•'ontnctor or by a Subcontractor of any-
one directly or Indl. .y employed by any of them. This Insur-
ance shall be wrlucn for not less than limits of liability specified
In the Contract Documents or required by law, whichever
coverage Is greater, and shall Include comuacival liability Insur-
ance applicable to lite Contractor's ubligatlons under 1'angraph
tOrates of such Insurance shall be riled with die
i to the commencemerg of the Work.
17.2 The Owner shall be responsible for purchasing and maln-
talning lire Owner's usual liability Insurance. Optionally, lite
Owner may purchase and m2lni2ln other Insurance For self
protection against claims which may 211se from operations
under the Contract. The Contractor shall not be responsible for
purchasing and maintaining this optional Owner's liability
Insurance unless specifically requited by the Contract
Documents. (bn actor
17.9 unless otherwise provided, the shall purchase
and malntaln. In a company or companies lawfully authorized
to do business In the Jurisdiction In which the Project Is
located, property Insurance upon the entire Work at the site to
the Full Insurable value thereof. This Insurance shall be on in all
tisk policy form and shall Include Interests of the Owner, lite
Contractor, Subcontractors and Sub subcontractors In the
Work and shall Insure against the perils of nre mid extended
coverage and physical toss or damage Including, without dupli-
radon of coverage, then; vandalism and malicious mischief.
17.4 A loss Insured under Owner's property Insurance shall Ie
adjusted with the Owner and made payable to the Owner as
fiduciary for the Insureds, as their Interests may appear, subject
to the requirements of any applicable mortgagee clause.
17.5 The Owner shall nie 2 copy of each policy with the Con.
tractor before an exposure to loss may occur. Each policy shall
contain a provision that the policy will not be cancelled or
allowed to expire until at least 30 days' prior written notice has
been given to the Contractor.
17.5 The Owner and Contractor waive 211 rights against each
other and the Architect, Architect's consultants, separate con-
tractors described In Article 12,1f any, and any of their subcon-
tractors, sub -subcontractors, agents and employees, for darl-
2ges caused by Fire or other perils to the extent covered by
property Insurance obtained pursuant to this Article 17 or any
other property Insurance applicable to the Work, except such
rights as they may have to the proceeds of such Insurance held
by tine Owner as fiduciary. The Contractor shall require similar
wilvets In livor of the Owner and the Conrnctor by Subcon-
tnctots and Sub-subconitactors. The Owner shall require siml-
lar waivers In favor of the Owner and Conrnctor by the Archi-
tect, Architect's consult2ms, separate comr2ctois described in
Article 12, If any, and the subcontractors, sub -subcontractors.
agents and employees of any of them.
ARTICLE 1s
CORRECTION OF WORK
111.1 The Contractor shall promptly correct Work-m*,ered-lar
the -Architect or filling to conform to de requirements of the
Contract Documents, whether observed before or afar Sub-
stanthl Completion and whether or not hbdcaed, installed ear
completed, and shall correct any Work found to he not in
accordance with the requirements of the Contract Documents
within a period of one year from the date of Subg ualzil Com-
AOOREVIATEOOWNER-CONTRM:TORAOREF..MENT•NINTIIEOITION•Als• •wr•in�
111E AMERICAN INSTITINE OF ARCIIIIECTS. 1755 NEW YORK AVENUE. Nw, WASInNCION, OC. 2rxAi6
11.
pletion of the Contract or by terms o1 _.. applicable special war-
tamy required by the Contract Documents. The provisions of
this Article 18 apply to Work done by Subcontractors as well m
to Work done by direct employees of the Contractor.
18.2 Nothing contained In this Article 18 shall be construed to
establish a period or limitation with respect to other obilgatlotn
which tie Contractor might have under the Contract Docu-
ments. Establishment of the time period of one year as
described In Pangraph 18.1 relates only to the specific obliga-
tion of die Contractor to correct the Work, and has no relation-
ship to the time within which the obligation to comply with the
Contract Documents may be sought tis be enforced, not to the
time within which proceedings may be commenced to esub-
Iish the Contractor's liability with respect to the Contactor'9
obligations otter than specifically to correct the Work.
ARTICLE 19
MISCELLANEOUS PROVISIONS
19.1 The Contract shall be governed by the lar.' -r 'Ile place
where the Project Is located.
19.2 As between the Owner and the Contractor, any sppli-
cable statute of limitations shill commence to tun and any
alleged cause of acilan shall be deemed to have accrued:
.1 not later than the date of Substantial Completion for
acts or fillures to act occurring pilot to the relevant
date of Substantial Completion;
.2 not later than the date of Issuance of the Mal Cerlifi-
ate for Payment for acts of failures to act occurring
subsequent to the relevant date of Substantial Com.
pletlon and prior to Issuance of the Mal Certificate for
Payment; and
.3 not later than the date of the relevant act or (allure to
act by the Contractor for acts or (allures to act occur-
ring after the date of the final Certificate for Payment.
ARTICLE 20
TERMINATION OF THE CONTRACT
20.1 If the Architect falls to recommend payment fur a perked
of 30 days through no fault or the Contactor, of If the Owllcr
falls to make payment thereon fur a period of 30 clays, the Cum
tractor may, upon seven addltlonal days' written notice u1 the
Owner and the Architect, terminate the Contract and recover
from the Owner payment for all Work executed and for proven
loss with respect to materials, equipment, tools, and construc-
tion equipment and mxhinery, including reasonable overhead,
profit and damages applicable to the Project.
20.2 If the Contnclot defaults or persistently falls or neglects
to carry out the Work In accordance with die Contract Docu-
ments or falls to perform a provision of the Contact, the
Owner, after seven days' written notice to the Contractor and
without prejudice to any other remedy the Owner may have,
may make good such deficiencies and may deduct the cost
an expenses made necessary thereby, from the paymcpsrhen
or thereafter due the Contractor. Alternatively, at t wner's
option, and upon certification by tits Archite at sufficient
exists xists to justify such action, rhe Ow may erminate the
Contract and take possession of tit a and of all maerfals,
equipment, moss, and construe equlpment and machinery
thereon owned by the Ca ctor and may finish the Work by
whatever tnetllod th wner may deem expedient. If tine
unpaid balance SPffe Contract Sum exceeds costs of finishing
the Wowk,_!ppWdIng compensation for the Architect's services
and e5wriscs made necessary thereby, such excess shall be
p o the Contractor, but If such costs exceed such unpaid
frnn the payment then or thereafter due the Contractor, or if the failure of
Contractor involves items tho cost of rreterials and labor .for which exceed
$1,000.00, Owner may give Wntractor thirty (30) days written notice to cure
aril if int so cured within that time, Owner may terminate this contract
inimed !a to l y .
AEB IMI ED OWNER CONTRACTOR AGREEMENT •NINTIIEDITION • AIA • •01907 12
tilt AMERICAN IHSTITIM Of ARCIIITECTS, 1711 NIT YORK AVENUE, NT., TASIIINGTON. DC lixxxi