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HomeMy WebLinkAbout1993 - DugoutsAM I)ocitinent A101 Standard Form of Agreement Between Owner and Contractor cohere the basis ( f payment is a STIPULATED SUAI 1987 EDITION TILS I)OCUAfF,NT 1111.5 1111PORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENC(111IU(;F1) IV -1771 RESPECT TO 17S COMPLETION OR A10DIFICA77ON. 71,r 19,47 Edition of AM I)nrumerif A201. Cenerrtt Conditions of file Contrarl for (,"611,51 nrNoil, is arfnrfed fn tins rioruntent h), relerrrrre. fin Pint rise wiff, othm-geOeraf conditions Indecs this dnannr•nf is modified. 'this document has hren approved and enelorsed by I lie Associated General Contractors of America. AGREEMENT trade as of the Nineteen Hundred and BETWEEN the Owner: (Name Ned addfrss) and the Contractor: (IV aae and ad, 1, r,$) The Project is: pvame and hanrion) The Architect is: (Anrnr and nrldnss) day of in the year of City of Sebastian 1225 Main Street Sebastian, Fl 32958 Vetter and Sons 1335 27th Avenue Vero Beach, F1 32960 Barber Street Sports Complex Ballfield Four Dugouts The owner and Contractor agree as set forth below. Copyright 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, ©1987 by 1'he American Institute of Archi. Ot of lits poi is <ms without written petmW.sion off he AIA vlolatt6. c he copyright law, OfOf tile the l.htltaterial eti States anderein or sw ill he .stiolill suhlectititto Iclial prosecution. AIA DOCUMENT Alel • OWNER CONTRACTOR AGREEMENT • TWFI.FTII F.UI'I'ION • AIA- • ©1987 A101-1907 1 TI IF. AMERICAN INSTITUTE. OF ARCHITECTS, 1711 NEW YORK AVENI IF., N.W., WAST IINfITON, D C. 21KWI ARTICLE 1 THE CONTRACT DOCUMENTS 'I hr cnnttic I nocuntents mnslst of tris Agreement, Conditions of the Contract (General, Supplementary and other Conditions), INawlnps, Sprrlllrarinns, Addenda Issued pilot to execution or this Agreement, other documents listed In this Agreement and Ahxlm, Mains i -carol after execution of dill Agreement: these fon" the Contract, and areas fully a part of the Contract as If attached to ddc Aptrrmrnr fir repeated herrin. The Contract represents the entire. and Intcgratcd agreement between the parties herctoand supened:s prior nrgotlatlntn, rrprrerntaNnns fir a(trrrntrolc, either wrhtrn fir oral. An enonterallon of the Contract Documents, other than Modifications, appeals In As L. 11 ARTICLE 2 THE WORK OF THIS CONTRACT 'I hr Cnnoncit) r shall excane dhc entire Work described in the Contract Doc"nlents, except to the extent specifically If In the Coolrarf t)ornmrnts to be life respnnsibillty of others, or as Inflows! All work shall be completed in a workmanlike manner in accordance with tiro documents and specifications as prepared by: -_ _- -- -- - - . -Pefer—.Innes-,--Arch i t e c t, dated: July 1993 ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3.1 '1 fir, (file of coollocfhrclorot Is file date ftonl wllirlt (he Conitact Ititle or Patagralllt 3.2 Is melsored, and shall be the (file of tills Agrrrincrlt, as flt5t wrillco above, nnless a different (late Is stated below or provision Is Ileal( ror the date toile fixed Ina notice nn limrrrd kaad by the Owner. ,I"<, I rhe dao "t ........ rnrrmrnl. If it d,ffrr, rr.... rhr Antr n/ IFR Axrrrnrrrrf m. if nrplrrnhb, ,bile that thr dale is Ili IN, ffrrd it, a waire to prarerd,) Within 14 days of approval of the Sebastian City Council. I tnlrsa rile nate of ronnnrncen call is established by a notice, In prncectt Issued by the Owner, the Conitacior shall notify the owner In writing not less titian five days before eni nnenchlg rile Rork to prnnit the Ihndq filing of n"ingages, tned"llic's liens norl alba sr(vr0y InICresl R. 3.2 "1 he (:nnnarinr shall achieve Sub -f arrlirl ' nnplr Nim ref life rrnhe \6'ork nal later than (In,rr r rhr r ah -cedar dare nr .umber of cotnrdar dors after The date of cra..ent e,nr,a. Alen toad nen' r flat, ...... !< ffv ra, fire x.lnlnnitnl Lnnrplrfinrr of r,r i I.,ntir.....IlirRn/F,ifoatat.del,..rhrrei„Ihrr:nnlmIINN morn!,) 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. �� Ca(.L z %3E 6i�'��✓ snhlr ( I in adlnnbncnts of fids Contract hale as Irrnvklc(I In the Con IFact INwill"Cnts. 9 PA 13n bre' Is (marllnn,kh"", if nal'. f" .fd� jIIJ'�I dmnxrs rrhrlb.R hi fntlmr rn n,n,pror nn Ihnr) If 100% Of w0r/xl) 1$ not completed withi�'fcalendar days after Notice to Proceedl xcept 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 A101 a UWNr.R (:UNI RACI OR AGREEMENT a IWtI.F 111 EUI I ION • AIA' • �)I"7 IIn, AMfRtCAN INs1 11111 F.Or ARraIIIFCl S,IM NVTVORK AVENUE, N4'., TAS11tNnION, 11 C 2lexrcr A101-1987 2 rO► ARTICLE 4 CONTRACT SUM 4.7 i'he owner shall fray the Contractor In current funds for the Contractor's performance of the Contract the Contract Surn of Dollars If 4,088. ), subject to additions and deductions as provided in the Con- tract Dncumenis. 4.2 1,11c Contract Sum Is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the owner: t ICS (state 1 rhe arrrnrr, or -h a .r rdejerr, of tnrhnf acchr, nlfrmntrt hr, ngAshernnrronra fn/r rnallr naA the QnM are to ltmNl a.hbhl I alhe l nmrnnrr !.r rraer r-nllrl /uent n the a�rttalnn aJ 4.3 I Init prices, If any, are as f0IIOws: Exhibit "D" A DOCUMENT Z01 • QRWR CONIRM.top A(mm m • i WFI.P1i1 FU111ON • AIA' • nt9R7 A101-1997 3 '1IIP ALIFAIf tAN iNS11I1 RF. qF ARfIII l RCI S, 1715 NF.W YORK AVFNI Oi, NW,, WASII MMON, N c. ZINNK ARTICLE 5 PROGRESS PAYMENTS 5.1 Nascd upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment Issued by the An Miro. the owurr shall make progress payments ort account of the Contract Sum to the Contractor as provided below and elsewhrrr In the Contract Documents. 5.2 The period cov.aed by each Application for Payment shall he one calendar month ending on the last day of the month, oras follows: Flay requestts 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 is received by the Architect not later illan the 25th day of a month, the Owner shall make payment to the Contractor not later than file 10th clay of the month. If An Application for Payment Is received by the Architect after the application (late fixed above, payment shall be made by the owner not later than Ten (10 ) (lays after five Architect receives the Application for Payment. 5.4 Each Application for Payment shall be based upon the Schedule of Values submitted by the Contractor in accordance with the Contract Documents. 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 As follows: 5.6.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of lire 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 final docrminAll-1 ^f f -n -i n, th.- rlwncr of changes In the Work, amounts not In dispute may be included as provided In Subparagraph 7.3.7 of the 0cneral 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 for subsequent Incorporation In the completed construction (or, If approved In advance by the Owner, suitably 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 Conditions'. 5.7 1lie progress payment amount determined In accordance with Paragraph 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 determine for incomplete Work and unsettled claims; and 5.7.2 Add, If Mal completion of 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 Redurtion or limitation or retainage, If any, shall he as follows: (I/ it is iwmdrd, pr(nr In .Tubam(Unt enrnpiraw, fJ the enNrr Wifrk, fn reduce or Motif fbe rerninagr revdtiug from lbe /rerrrntdgrs Insettrd In Suhpnrra grnphr 5 6 1 nrr,1 S 6 2 nhmv, .,Id Ihfs Is not rv(r/nhtnt etsrfrhrre In the C,,,,harl fhnvmrnt<, Inert hrrr Iy.... dons for snit rrds,, Ihm ,r 11wifnfhrn ) AIA DOCUMENT A101 • OWNERCONIRACTOft AGREEMENT • IWEI.FIIt V011 ION • AIA' • (J1987 A101-1997 4 Off. AMERICAN INST ITVTF. OF ARCIIITECTS, 1735 NEW YORK AVENUE. N.W.. WASIIINGTON, O.C. 2txRK, ARTICLE 8 FINAL PAYMENT final Payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the owner to the Contractor when(l) 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 Mal payment shall be made by the Owner not more than 30 days after the Issuance of the Architect's final 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 duc and unpaid under the Contract shall bear Interest from the dale payment Is due it 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. (Iaarrl rair of Wriest agreed ,)nn. If aro-) per Relevent State Law. (tifarl• faux and regnlreeenls Trader The Federal Truth In Lending Art, shrillar stole and local Orn.iusarr credit lairs arsdolher rrgrdallnns at the there's raid (. nllrartnr fir hafpdf plarm ly hashless, The hi, allon of The Pn yecl and elsetrhere Tony affect the ralidiq• ry *0 firarislnrr. Legal advire slarMd he nhlnmed with rrxlrrrt it, dr•lrlirrrrs or mnAlflcallnn., mrd also regarding regalrearrntr such as it ilfra dfxrrnsurCs or rrah•ers.) 7.3 other provisions: Change Orders: be presented in writing by the extra work is done or the Owner All requests for change orders must Contractor to the Owner before any is not obligated to pay for the same. ARTICLE 8 TERMINATION OR SUSPENSION 8.1 'I he Contrail 111ay be Iernllilalyd Ivy the On'licr Or the Contractor as provided In Article 14 of the General Conditions. 8.2 '1 lie Wink may be susivildrd by file owner as provided in Article 14 at the General Conditlulm AIA DOCUMENT A101 • 0114th CON RAC1OR AGRF.EMENI • iwETr 111 r.UI1 [ON • AIA' • X19117 111E APIT.111CA14 INS I I1 111 F Or ARr'i lit F(:15.17}5NEW YORK AYFNi fr.., N 4'., wA511114CI ON. 1).0 ZMNK A101-1887 5 ,00%. ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS 9.1 The Contract Documents, except tot Modifications Issued after execution of this Agreement, are enumerated as follows 9.1.1 The Agreement is this exettned Standard Form of Agreement Between Owner and Contractor, AIA lkxument 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 Spccincations are those contained In the Project Manual dated as In Subparagraph 9.1.3, and are as follows: (rill." Ikf herr ar rpfrr In nn adr/hit altnrhrd In /CIL. ARIm"1r111 ) Section Title Pages AIA DOCUMENT A101 • OWNER CONIRACTOR AGREEMENT • TV EITTII Eon ION • AIA" • X1987 I IIF AMERICAN IN5711tn F.OFARCIIITFCAS, 1735 NEWYORK AVF.NIIP..N.w_wAS111NG1ON. RC, 2n086 A101-1987 6 9. 1.5 T'hr Drawing are As ^AwS, and are dated II16rr If, the IlrmrinRl herr m refn er In nexhibit nllnlhrd in' EherAG ARrermnll.) Number Tide 9. 1.6 '1 he Addenda. It any, are As follows: Number Date /"*, unless a different date Is shown below+ Date Pages poolons Of A(dcnda relating to bidding requirements arc not part of lire Contract I)OCUIVlents unless the biddhlg rcqulremeots arc alsn enumerated In this Article 9. AIA DOCUMENT A1R1 • OWNER (:ONIKACTOR AGREEMENT • TwE1.FTiI F.D111ON • AIA' • (019R7 AMA987 T IIF AMFRWAN INST roof,. OF ARCIIITFQTS. 1735 NEW YORK AVF.NI IF.. N W , WASIIIN(1T/lN. MC. 211111141, 9.1.7 other documents, if nny,A60441ing part of the Contract Documents are as 11e00*ks: /f.laf here m0• nddlttnnal drxrfinents u01ch are burnded to/vent part rytbe t"""ext Uncurnm"s. 7be free". el CoM(fiom pfouide tbaf bidding regfdmmnus such at admi fisemenf er bn•italion sn bid, fnstracsfonr to Hidden, sampleform, and The Contractor's bid am not pars o/ the Cantrml Ilocomenfs antes, enumerated in (bit Agr, ermenf. 77mr• sMndd be Ihfed ben only (/ ("fended to be pan o/ (be flonfrart lbenmenfs) 'flits Agrcrinem Is entered Into as fit the flay and year first Rune" ahtive anti Is executed In at least three original copies of Which tine Is tri he drIft eyed to the Cootractor, one to the Architect for use in the adnlhdstration of the Contract, and the remalnder to the AQNWi6- le�oui��4, /%AYaIC (I'r inted nanm andififfe) (Printed name and title) AIA DOCUMENT At 01 a OWNER CONI RAC TOR AGREEMENT e 1 W ELF'ril F.011'TON a A10 • c) 1987 111F.AMF.RICAN INSTITIITE OF AROIITECT�S. 1735 NEW YORK AVENUE, N.W., WASIIINGT't1N, D.C. NNW,, A101-1987 8 Attest: dY1 Z-4 PProved a$ to and content: City Cler C City Attorney tills 00014, GENERAL CONDITIONS. ^ The term "Architect" used in these General Cond ARTICLE 7 CONTRACT DOCUMENTS 7.1 The Contnct Documents consist of this Agreement with Conditions of the Contract (General, Supplemrmrl i• Ind other Conditions), Drawings, Speclfic2flohs, addenda issued prior to the execution of this Agreement, other documents listed In flits Agreement and Modifications Issued after execution of this Agreement. 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 who Is required by one shall be as bind. Ing as If required by 211; performance by the Contractor shall be required only to the extent consistent with the Contract Docu- ments and reasonably Inferable from them as being necessary to produce the intended results. 7.2 The Contnct Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect 2nd Contractor, (2) between the Owner and a Subcontractor or Sub subcontractor or (j) between any persons or entitles other than the Owner and Contractor. 7.3 Execution of the Contract by the Contractor Is 2 represen- tatlnn that the Contractor has visited the site and become famll. lar with the local conditions under which the Work Is to be performed. 7.4 The term "work" meals the construction mid services required by the Contract Documents, whether completed or pmti211y completed, and Includes all other labor, materials, equipment and services provided or to be provided by tire Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a put of the Project. ARTICLE 9 OWNER 9.1 Tine Owner shall fumtsh surveys and a legal description of the site. 9.2 Except for permits and fees 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 the construction, use or occupancy of permanent structures or permanent changes In existing fict lties. 9.3 If the Contractor falls to correct Work which Is not In accordance with the requirements of the Contract Documents or persistently fails to carry out file Work in accordance with the Contract Documents, the Owner, by a written order, may order the Contactor to stop the work, or any portion thereof, until the cmnse for such order has been eliminmed; 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 tills fight for the benefit of the Contractor or any other person or entity. shall mean Owner ARTICLE 9 CONTRACTOR 9.1 T Ire Contractor shall supervtse and direct the Work, using the Contractor's best skill and attention. The Contractor sbill be solely responsible for mid have control over construction means, methods, techniques, sequences and procedures and for coordinating 211 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- mdnt, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, 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 the Contract. The Contractor shall not permit employment of unlit persons or persons not skilled In tasks assigned to them. 9.4 lite Contractor warrants to the Owner and Architect that mmedats and equipment furnished under the Contract will be of good quallty and new unless otherwise required or pemilt- ted by [lie Contract Documents, 11121 the Work will be free From defects not Inherent in the quallty required or permitted, and that the Work will conform with the requirements of file Contnct Documents. Work not conforming to these require- ments, Including substitutions not properly approved and 2uihorl2ed, may be considered defective. The Comr2cttu's warranty excludes remedy for damage or defect caused by abuse, modmc2dons 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 as to the kind and quality of materials and equipment. 9-9 Unless otherwise provided In the Contract Documents, the Contactor shall pay sales, consumer, use, and other similu taxes which are legally enacted when bids are received or nego- ilations concluded, whether or not yet effective or merely scheduled to go Into effect, and shall secure and pay for the building permit and other permits and governmental Ices, licenses and Inspections necessary for proper execution and completion of the Work. 9.9 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations, mid lawful orders of public authorities betting on performance of the Work. The Contractor shall promptly notify the Architect and Owner If the Drawings and Speclfirmlons are observed by the Contractor to be at variance therewith. 9.7 The Contractor shall be responsible to the Owner for the aas and omissions of the Conti2ctor's employees, Subconn2c- tots and their agents and employees, and other persons per- foimhng portions of the Work under a comracf with the Contractor. • ABBREVIATEDOWNER CONTRACTOR AGREEMENT• NINTII 1011 ION• AIA• •401987 TIIF AMERICAN INSTITUTE Or ARCHITECTS. 1731 NEW YORK AVENUE, NW., WASNI"(310N, O.C. 21X10; 8 9.0 The Contractor shall review, 2ppf�,Kand submit to the Architect Shop Drawings, Product D22mples and simnaf submimls required by the Contract Do�dments with reason- able promptness. The Work shall be In accordance whit approved submittals. When professional ceitlficatlot, ^f per fonnance criteria of materials, systems or equipment Is required by the Contract Documents, the Architect shall be entitled to rely upon the accuracy and completeness of such ceitlncaflons. 9.9 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish cmhscd by operations under the Contract At completion of the Work the Contractor shall remove from and about the Project waste mMM21S. rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. 9.10 The Contractor slull provide the Owner and Architect access to the work In preparation and progress wherever located. 9.11 The Contractor shall pay 211 royalties and license fees; shall defend suits or C121ms for Infringement of patent rights and shall hold the Owner harmless from loss on account thereof, but strait not be responsible for such defense or loss when 2 pmficulm design, process or product of a p2ftcul3r manufac- uoer or manufacturers is required by the Contract Documents unless the Contractor has reason to believe that there Is an Infringement of patent. 9.12 To the fullest exrLni permitted by law, the Con1f2cu7r shall indemnify and hold harmless the Owner, Architect, Asclhl- tect's consultants, and agents and employees of any of thein from and against claims, damages, losses and expenses, Includ- Ing but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, dam- age, loss of expense Is attributable to bodily Injury, sickness, disease or death, or to Injury to or destruction of tangible prop- erty (other than the Work Itself) Including loss of use resulting therefrom, but only to the extent caused In whole or In pmt by negligent acts or omtssinm of the Contractor, s Subcontractor, anyone directly or Indirectly employed by them of anyone fat whose acts they oily he liable, regardless of whether or not such chlrn, damage, loss or expense Is caused In pat by a party Indemnified hereunder. Such ohligaton shall not be construed to negate, 2brldge., or reduce other rights or obilgatlons of Idemnity which would otherwise exist 29 to a party or person described In this Paragraph 9.12. 9.12.1 In cl2lms against any person of entity Indemnified under this Pangr2ph 9.12 by an emplojce of the Contractor, a Subcontractor, anyone directly of Indirectly employed by them of anyone for whose acts they may be liable, the Indemnlnca- tion obligation under thls Paragraph 9.12 shall not be limited by 2 Ilnnlutlon on amount or type of damages, compensation or benefits payable by or for the COntractor or a Subcontractor under workers' or workmen's compensation acts, dlsabllhy benefit acts or other employee benent acts. 9.12 shall not extend to the liability of the Architect C111- tect's consultants, and agents and employee any of them arising out of (I) the preparation or ap of maps, drawings, opinions, reports, Surons,,CWge orders, Construction Change Directives, desl specifications, or (2) the giving of of the failure to rectlons or Instructions by the Atchllect, the Archlt consultants, and agents and employees of any of the oeideJ such giving or failure to glue ls the primary ARTICLE 10 ADMINIST, LION OF THE CONTRACT M1- ThrA"Ilheel v107 r*YkIe+dfninisrrnk7**e7f-the-f sset and will be the Owner's representative 1 nstrucfiun, (2) unto Mal payment ls Ju t the Owner's concur. rcnce, fromm t t uring the correction period described 10.2 The MOc9iNeEEM llll visit the shim Intervals appfopdme to the stage of construction to become generally familiar with the progress and quality of tie completed Work and to determine In general If rite Work Is being pedofined Ina manner indicat. Ing tial tire Work, when completed, will beeII rJ, rice with file Contract Documents. Ilowever, the 1 not be required to nuke exhaustive or continuous on she Inspections to check quallty or quantic I yn� Wuf(r, IJ�S�on site observations as an 2W. le j Will the Owner Informed of progress of the Work and will endeavor u) guard the Owner against defects and deficiencies In the Work. will not be responsible for construction means, n15OLW. tech- niques, sequences or procedures, ar for sa ecaudons and programs In connection with the since these are solely the Couttactof's testio5witras provided fel Paragraplls 9.1 slid 16. 1. The Ar -IhCrf will flat be responsible for the Cunnao tear's fall carry out the Work in accordance with the Con - 6 ablFC-MIMIS� 7f the Contractor's Applications ' he Architect will review an hunts due the Contractor and will Ing ^crformance under and requirements of file Cunifa • ()Co. ments on written request of either tine Owner untractor. The Architect will make Initial declsions a claims, disputes or other matters In quesfion between Owner and Contrac. tor, but will not he liable fort sof any Interpreuduns or decisions rendered In gas til. The mchlteet's decisions In matters relating to a c effect will be final if consistent with the Intent exp f In the Contract Documents. All other deci- sions of I ichitect, except those which have been waived by nn or accent2nce of final payment, shall be subject to 10.9 The e�lkect will have 2uthotlty to reject Wolk which does not conform to tine Contract Documents. Dv.lnd 10.7 The Atslheet will review and approve or rake other 2pproprlme action upon the Contractof's submittals such :u Shop Drawings, Product Data and Samples, but only For the limited purpose of checking for cunfonnance with Infoanafion given and file design concept expressed in tine Conar:lcf Documents. Owner arising out or relating to the Contract, of the liV215b thereof, shall be decided by mbitrallon 11, 21•l'urdanc h tine Construction Industry Arbitration Rules of f ledcan Aub. timlon Assoclmlon currently In effect •ss tilt: parties mule 211y agree otherwise and suhjec n Initial presentation of the claim of dispute it) the 1 tett a1 f6jolred uldef Paragraph IILS. Nutce of til Inland fur mblumlo l Strait he Igcd ill wdt- Ing with the cr patty to this Agreement and whit rile Allier. can At kion Assochallon :and Shall be t11alIC w'IIhin a 1119114 Au11REV1ATE17Uw'NERC:UNIRAI.'ttnR AUNEEMENt•NII:IIICUI110N•s1A• • i-PoN• life AMERICAN INSTITHIE of ARCIIIIIECTS. 1731 NEW YORK AVENUE, N`2'„ WASIIINGIU-N. 0C !Mlol the 2I11111att1i or a1U1112lUl1 ]1131) UC IIIIJI, JIVI p, I �h., entered upon It In accordance with applicable law In any co t having Jurisdiction thereof. Excepti�wrkten consent the person or entity sough to be Jo1ne mbhndon ng out of or relating to the Contract Documents shag N e, by con. solldallon, Joinder or in any other manner, an rson or entity not a pasty to the Agreement under wit such arbitration arises, unless It Is shown at the time th emend for arbitration Is file) that (1) such person or entit substantially Involved In a common question of race or I , (2) the presence of such per- son or entity Is required If piele relief b to be accorded In tine mbitratlon, (5) the 1 rest or responsibility of such person or entity W the mat Is not kuubs'amlal, and (4) such person or entity b the Architect or any of the Architect's employees consultants. The agreement herein among tine parties the Agreement and any other written agreement to orb to referred to herein shag be spectllcagy enforceable ARTICLE 11 SUBCONTRACTS contract with lite Contractor to perform a portion of the at file site. J 11.2 Unless otherwise stated In the Contract Docu nu or the bidding requirements, the Conuactor, u son practicable after award of the Contnct, shill furnish writing to file Owner through the Arcltkect the names the Subcontractors for each of the principal portions of it ork. Tune Contractor shall not contra[t whh any Suhcon trot to whom the Owner or Architect has made rcasona and llmely objection. The Contractor shall not he req ed to contact with anyone to whom the Contractor h made reasonable objection. Con- tract between the C la_Inf and Subcontractors shall (1) requlre cath Subco _tor, to rine extent of the Work to be performed by dr uIt onuactor, to be bound to the Contrac- tor by the tc sot the Contract Documents, and to assume towed tit .onaacmr ill lire obligations and responsibilities which Contractor, by The Contract Documents, assumes low the Owner and Architect, and (2) allow 10 the Subcon- tr,plof the benefit of art rights, remedies and redress afforded to ARTICLE 12 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS operations related to the Project with The Owner's ow es, and to award separate contracts In connection other por- dons of the Project or other cons peradons on.the she under conditions of the cont entical or substantially similar to these, Includln a portions related to Insurance and wilver of subr n. If the Contractor claims that delay or addition B Involved because of such action by rine Own a Contractor shill make such claim as provided else• tractors reasonable opportunity for the lntfQLbjcskyffSd stor- age of their materials and equl r performance of their activities, and shall d coordlnate the Contractor s cnnstmcl !petitions with theirs a;requlred by the Con- t., iJUStU til ULut.,. uuld Ui,ui1 n,,. •. defective construction shall be borne by the party resixmslble therefor. 14ft., ARTICLE 13 CHANGES IN THE WORK 13.1 The Owner, without Invalidating the Contract. may tinier changes In the Work consisting of additions, deletions or modi- fications, the Contract Sum mid Contract Time being adjusted accordingly. Such changes In the Work shall be authorized 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 changed only by Change Order. 13.3 The cost or credit to file Owner from a change In the Work shall be determined by mutual agreement. ARTICLE 14 TIME 14.1 Tkne limits stated In the Contract Documents are of the essence of the Contract. By executing the Agreement the Con- tractor confirms that the Contract Time Is a reasonable period for performing the Work. 14 2 Tile -daw-of-Subcr, lA r,,,.. -1 1r. , the 111M •..rtn..,t by-the-Meliiteev-In-ac-�erdwtes-o+kfr--Paragraph-t.4-i... 14.3 If the Contactor Is delayed 21 any time In progress of the Work by changes ordered In the Work, by labor disputes. Bre, unusual delay In deliveries, abnormal adverse weather amdl- tions not reasonably andclpmabie, unavoidable c muahies or any causes beyond the Contacloi s control, or by other causes which the Archllect determines may Justify delay, then the Contact'rime shall be extended by Change Order fur SULII 10- snnabbl 11m.p as the Architect P a detcrinl tie. Contractor Sha1�p gI Owner Tvr E�en o i e of a sun coni act se ARTIC�s15g �h�ayde?ay��se PAYMENTS AND COMPLETION 15.1 Payments sh2II be made as provided in Articles .I and 5 of this Agreement. 15.2 Payments may be withheld on account of+Wdefrc1Ive Work not remedied, failure OF the Contractor to make payments properly to Suhcuntrac tors or for labor, mmethIs or equipment, 111) mm-hIc-Tri, tlrnet/haHhe-VPerk 4ial, a! he Gentreet Burn, (5) damage to the Gruner or munhcr Conuactor, fnee-w ages far -r hraTid, med tich, a (4) persistent failure 11) Ivry out the Work In accordance with tine Cnntncl Documents, 164-VVfien-th"fe"eet-agrees alvil Rhe-We"littlis m rAty wmpk:r.e,_rhe-Aschlu�a-6arNA wto of-IGubsw"120A Cwapbtlew, 15.4 Final payment shalt rot become due until the Cunta_tur has delivered to the Owner a etimplete telease of all lien arising out of this Contract or rreelptit In full coveting all raltor, "late rials and equipment for which a lien could be filed, mr a liund satisfactory fn the owner It/ Indemnify the owner against sud' 'AURREVIATEDUWNER CU"neLCIOR AIiREEt•IUIIT •IIIIII II FIJI IIUN•AIA• •e)17R7 THE AMERICAN INSTITUTE Or ARCHITECTS, ITST NEW YORK AVENUE, N.W., WASIn"GTo", n.c. anxx7A 10 lien. If such lien remains unsatisfied anj��pQaynrems are made, the Contactor shill refund to the ov man stoney that die Owner may be compelled to pay In _.,chmging such Ilen. Including all costs and reasonable attorneys' fees. cb.Inhs by the Owner "ceps those arising from: .1 Dens, cbIms, security Interests or encu cos arb- Ing out of the Contract and unseal5W .2 raflute of the Work to comp) the requirements of the Contact Docvmen , C .3 terms of special wm I les required by the Contract Documents. Acceptance of M ayment by he Contactor, a Subcontrac- tor or mato 1ppuer shall constitute a walver of claims by that p2ye accept thou previously made In wilting and Identl- nedb tilat payee As unsettled 21 the tittle of Mal Application ARTICLE 16 PROTECTION OF PERSONS AND PROPERTY 15.1 The Contractor shall be responsible for 1111112018, m2ln- 12ining, and supervising all safely ptecautlons and programs In connection with the petfoonmice of the Contract. The Con- tactor shall take temorlahle precautions for safety of, and shall provide reasonable protection to prevent damage, Injury or loss tin: 1 employees on the Work and other persons who may be affected :hereby; .2 the Work and materials and equipment to be Incor- porated therein; and .3 other property 11 the site or adjacent thereto. Itself, to property which may atise out of or result From the COMf2ClOr'A oper*"'V under the Contract, whetter such operations be by it .)nit -Actor or by a Subcontractor ur Any- one directly or Indirectly employed by any of them. This Insur- once In thetall be Contracttten For not Documentsess ortlin requliredsof byllaw, liaid bility coverage is greater, and shall Include contactual liability Insur- ance applicable to the Cuntfactor's obligations under i3119raph M7. �inates of such Insurance shall be Filed with the Arlt to the commencemerg of the Work. 11.2 The Owner shall be responsible for purchasing mid main- taining the Owner's usual liability Insurance. Optionally, the Owner may purchase and maintain other Insurance for set( - protection against claims willed may atise from opaatlons under the Contract. The Contractor shall not be responsible fur purchasing and malntalning tills optional Owner's liability Insormtce unless speclncany required by the Contract Documents. Cion actor 17.3 tioless otherwise provided, the shall purchsse and maintain, In a company or companies lawfully 2uthu91zed 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 an all - tisk policy form and shall Include Interests of the Owner, the Contractor. Subcontractors and Sub subconlMOCKs In the Work and shall Insure against the perils of Are and extended coverage and physical loss or daroage Including, without dthpll cation of coverage, theft vandalism and m211CIOu3 mischief. The Contractor shill give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons and property and their protection from damage, injury or toss. The Contractor shall promptly remedy damage and loss to property at file site caused In whole of In put by the Contractor, a Subcontractor, a Sub subcontraclor, 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 b responsible under Subpara- graphs 16.'M and 16.1.3. except rot damage or loss attributable Io acts or omtsslons of the Owner or Architect or by anyone for whose Acts either of them may be Ibble, and not attributable to the fault or negligence of the Contraciof. Tile foregoing obllga- tons of the Contractor we In addition to the Contractors obll- gatlom under Patagraph 9.12. 15.2 The Contractor shall not be required to petfonn without consent any Work relating to Asbestos or polychlorinated biphenyl (PCB). ARTICLE 17 INSURANCE 17.1 The Contractor shall pulch2se from an•t '11311117111 In 7 company or companies lawfully authorized to do business III the lurbdlctlon In which the Project is located insurance for protection from claims under workers' of workmen's eompen. satlon acts and other employee benefit acts which are applic- able, claims for damages because of bodily Injury, Including death, and from claims rot damages, other than to the Work 17.1 A loss Insured under Owner's property Insurance shall be adjusted with the Owner and made payable to the Owner as Fiduciary for the Insureds, 25 their hnerests may appear, subject to the requirements of any applicable mortgagee clause. 17.5 The Owner shall Ne a copy of each policy will' Ute con- tractor before An exposure to loss may occur. Each policy 511211 contain a provision drat 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 ail 9191115 29211151 each other And the Architect, Architect's consultants, separate con- o2vots described In Article 12, If any, mid any of their subcon- tractors, sub subconu2ctors, agents and employees, for dam - Ages caused by fire or Other perils to the exlent coveted by property Insurance obtained pursuant to this Article 17 or any other property Insurance appilcable to the Work, except such rights is they may have to the proceeds of such insurance held by the Owner As fiduciary. The Contractor 511211 requlre similar waivers In favor of the Owner and the Contractor by Subcon- tractots And Sub -subcontractors. The Owner shall require slat III waivers In favor of the Owner and Contractor by the A1CIII- tect. Architect's consultants, separate contracints described it Anlcle 12, If any, and the subcontracrlrs, sub -subcontractors, agents and employees of any of them. ARTICLE ig CORRECTION OF WORK IP.I the Contractor shall promptly correct Wotk-fejee� the-Mchhm or falling to conform 10 the requirements of the Contract Documents, whether observed before or after Sub- stantial Completion and whether or not fabricated, Installed or completed, mid sh311 correct any Work found to be not In accotdance with the requirements of the Contract Documents within a period of one year from the date of tu6cnnr=TI com. AO OR[v1ATEDOwNER.CONTMCTORAGREF.HENT• NINTIO EDITION -AIAS 014 r.I, 907 MM1fi 111E AMERICAN IUStITUIE Of ARCIIIIECTS. 1751 NEW YORK AVENUE. HW. 11 pletion of the Contract or by terms of Wrpllc2ble speclal war- nnly required by the Contract Docu is. The provisions of this Article 18 apply to Work done by a..ocontractors as web as to Work done by direct employees of the Contractor. 18.2 Nothing contained in this Article I B shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under rte Contract Docu- ments. Establishment of the time period of one year u described In Paragraph 18.1 relates only to the specific obllga- tinn of the Conitactor to correct the Work, and has no relation. ship to ire time widdn which the obligation to comply with the Contract Documents may be sought ib be enforced, nor to ire time within which proceedings may be commenced to estab- lish the Contractor's liability with respect to the COnlraelOf S obligations odor than specifically to correct the Work. ARTICLE 19 MISCELLANEOUS PROVISIONS 19.1 The Contract shalt be governed by the law of the Place where file Projrct is located. 19.2 As between the Owner and the Conloctor, any 'Pill' - cable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued: .1 not later than the date of Substantial Completion for acts or failutes to act occurring prior to the relevant date of Subsuntlal Completion; .2 not later than the dale of Issuance of lite final Certifi- cate rot Payment rot acts or failures to act occurring subsequent to the relevant date of Substantial Corm pletlon and prior to Issuance of the final Certificate for Payment; and .3 not later don the date of the relevant act or failure to act by the Conloctor rot act$ or failures to Oct occur- ring after the dale of the Mal Certlncate rot Payment. ARTICLE 20 TERMh...(ION OF THE CONTRACT 20.1 If he Architect falls to recommend payment Fula pert)( of 30 days through nn fault of the Contractor, or If the Owner (alis to make payment thereon for a period of 30 days, the Con. tractrn nray, upon seven additional days' written notice to the Owner and the Architect, terminate ire Contract and recover from the Owner payment for all Work executed and for proven loss with respect to Invedals, equipment, toots, and constmc• tion equipment and machinery. Including reasonable overhead, profit and dvnages applicable to the Prolect. 20.2 If the Contractor defaults or persistently faits or neglects to carry out the Work in accordance will' the Contract Docu merits or falls to perform a pmvtslun Of the Contract, tine 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 F._.___. an expenses made necessary thereby, from the Paynte ren or thereafter true the Contractor. Altem lth•ely, 311 wnct s option, and upon cetinntion by the Archhe at sufficient cause exists to justify such action, the Ow may terndnate ire Contract and take possession of di r Atmachincry equipment, toots, and construe equipment thereon owned by the Co ctor and may Mish the Work by whatever method th wort may deem expedient• If the unpaid balance o e Contract Sum exceeds costs of nttlslting the Work, I ding compensation for the Architect's services and ex ses made necessary thereby, such excess shall be oa o the Contractor, but If such costs exceed such unpaid n or e the ontractorainvolvesethereafter u items thd costofrtaterialmaterials s andlabor for which exceed f ntractor, Or If tJ'e failure t $1,000.00, Owner may give contractor thirty (30) days written notice to clue and if not so cured within that three, Owner may terminate this contract immediately. �— AglRIViEIEDU`1FNEK•CONTMCTOKEGKEEf.IENT•NINTI1EUIt1oN•+rU• •QIve7 l2 Ti1E AMERICAN INSTITUTE OF ARCIIITECTs, '"S NEW YORK AVENUE, NW., WAsi11NOTON, O.C. EoroG All IICLE 21 OTIIEN CONDITIONS on PNOVISIO^ The venue for any action brought to interpret or enforce the Agreement, or any action arising out of the provisions of the Agreement be brought in the appropriate state court having jurisdiction located in Indian River County,.Florida. llils Agre2 nent enter d into u of the day and year Rrst written above. OWNER T (SlBrW lust) (Prinseibame and NUr) - (Printed Plaine and lisle) ` AOBRCVIATEDgWt1ER CONI RACTOR AOREEMENf•NINI'11 E1711'InN•AL\� ••L 1'1N7 Trj! MEJ:_ .RICAN INSTITIITE PSE ARC111TECTS, 1715 NEW YORK AVENUE. Nu'. WAS111NtttON. DC. !rP+M• Attest: [��ia�J Approved �stoform and content i3 City. .erk City Attorney