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Home My WebLink About20010557.tiff INSTRUCTIONS AIA DOCUMENT A1O7-1997 Abbreviated Standard Form of Agreement Between Owner and Contractor for Construction Projects of Limited Scope where the basis of payment is a STIPULATED SUM GENERAL INFORMATION PURPOSE. AIA Document Alo7-1997,an abbreviated form,is intended for use on construction projects of limited scope where the basis of payment is a stipulated sum (fixed fee) and where the complexity and length of ALA Documents Aims-1997, Owner-Contractor Agreement, and Azo1-1997, General Conditions of the Contract for Construction,.are not required. RELATED DOCUMENTS. This document contains abbreviated general conditions,and is not intended to be used with a separate generalconditions document.Alo7-1997 is used as one part of the Contract Documents that record the Contract for Construction between the Owner and Contractor.The other Contract Documents are: Supplementary Conditions Drawings Specifications Modifications Although the AIA does not produce standard documents for Supplementary Conditions,Drawings or Specifications, a variety of model and guide documents are available,including AIA's MASTERSPEC and AIA Document A511,Guide for Supplementary Conditions. If AIA Document M07-1997 is to be used on a project with ALA Document A4or1997,B141-1997, B151-1997,Bi63,B171, Bi77,C141-1997 or C14z-1997,appropriate modifications should he made with the assistance of legal and insurance counsel.Such modifications will be needed because each of these documents reference ALA Document Amy General Conditions of the Contract for Construction,while Am7-1997 contains its own general conditions. DISPUTE RESOLUTION—MEDIATION AND ARaITRATION. This document contains provisions for mediation and arbitration of claims and disputes.Mediation is a non-binding process,but is mandatory under the terms of this agreement.Arbitration is mandatory under the terms of this agreement and binding in most states and under the Federal Arbitration Act.In a minority of states,arbitration provisions relating to future disputes are not enforceable but the parties may agree to arbitrate after the dispute arises. Even in those states, under certain circumstances (for example,in a transaction involving interstate commerce),arbitration provisions may be enforceable under the Federal Arbitration Act. The AIA apes not administer dispute resolution processes.To submit disputes to mediation or arbitration or to obtain copies of the applicable mediation or arbitration rules, write to the American Arbitration Association or call (80o)778.7879.The American Arbitration Association may'also be contacted at hltp://www.adr.org. WHY USE AIA CONTRACT DOCUMENTS? AIA contract documents are the product of a consensus-building process aimed at balancing the interests of all parties on the construction project.The documents reflect actual indus- try practices,not theory.They are state-of-the-art legal documents,regularly revised to keep up with changes in law �•,•�•i��: and the industry—yet they are written,as far as possible,in everyday language.Finally,AIA contract documents are flexible:they are intended to be modified to fit individual projects,but in such a way that modifications are easily © 1997 AIA® distinguished from the original,printed language. AIA DOCUMENT A1O7-1997 INSTRUCTIONS For further information on the AIMapproach to drafting contract documents,see ALA Document M1zo,Document Drafting Principles. The American Institute of Architects 1735 New York Avenue, N.W. ontaesi 02,26-0200 W j Washington, D.C. 20000 6-5292 Copyrigh O 1997 by the American Institute of Architects. Reproduction of the material herein or substantial quota- tion of its provisions without permission of the AIA violates the copyright laws of the United States and will subject ( �� the violator to legal prosecution. WARNING:Unlicensed photocopying violates US.copyright laws and will subject the violator to legal prosecution. 2001-0557 I USE OF NON-AIA FORMS. If a combination of AIA documents and non-AIA documents is to be used,particular care must be taken to achieve consistency of language and intent among documents. LETTER FORMS OF AGREEMENT. Letter forms of agreement are generally discouraged by the AIA, as is the performance of a part or the whole of the Work based on oral agreements or understandings. The standard AlA agreement forms have been developed through more than too years of experience and have been tested repeatedly in the courts.In addition,the standard forms have been carefully coordinated with tither AlA documents. STANDARD FORMS. Most AIA documents published since 1906 have contained in their titles the words"Standard Form."The term"standard"is not meant to imply that a uniform set of contractual requirements is mandatory for AIA members or others in the construction industry.Rather,the AIA standard documents are intended to be used as fair and balanced baselines from which the parties can negotiate their bargains.As such,the documents have won general acceptance within the construction industry and have been uniformly interpreted by the courts.Within an industry spanning 5o states—each free to adopt different, and perhaps contradictory, laws affecting that industry—AIA documents form the basis for a generally consistent body of construction law. USE OF CURRENT DOCUMENTS. Prior to using any AIA document,the user should consult an AIA component chapter or a current AIA Documents l'rice List to determine the current edition of each document. REPRODUCTIONS. Am7-1997 is a copyrighted work and may not be reproduced or excerpted from in substantial part without the express written permission of the AIA.This document is intended to he used as a consumable—that is,the original document purchased by the user is intended to be consumed in the course of being used.There is no implied permission to reproduce Am7-1997,nor does membership in The American Institute of Architects confer any further rights to reproduce A1o7-1997 in whole or in part. A107-1997 may not be reproduced for Project Manuals.Rather,if a user wishes to include it as an example in a Project Manual, the normal practice is to purchase a quantity of the original forms and hind one in each of the Project Manuals.Modifications may be accomplished through the use of separate Supplementary Conditions. A limited license is hereby granted to retail purchasers to reproduce a maximum of TEN copies of a completed A1o7-1997,with or without signatures,but only for use in connection with a particular Project.Further reproductions are prohibited without application by a specific user to and after receipt of written permission from the AIA.Upon reaching agreement concerning the Contract Sum and other conditions,the form may be removed from the manual and the necessary information may be added to the blank spaces of the form.The user may then reproduce up to ten copies to facilitate the execution (signing) of multiple original copies of the form, or for other administrative purposes in connection with a particular Project.Please note that at least three original copies of Ato7-1997 should he signed by the parties. The AIA logo is printed in red on the original version of this document. This logo distinguishes an original ALA document from copies and counterfeits.'lb ensure accuracy and uniformity of language,purchasers should use only an original AIA document or one that has been reproduced from an original under special limited license from A1A. Documents generated by the software AIA Contract Documents:Electronic Format for WindowsTM do not contain a red logo. Documents reproduced in this program may be accompanied by ALA Document D401, Certification of Document's Authenticity. In addition, all documents in the program contain the license number under which the document was reproduced and the date of expiration of the license. CHANGES FROM THE PREVIOUS EDITION Aio7-m997 revises the 1987 edition of Aio7 to parallel the changes made in ALA Document Alm-1997, an Owner- Contractor Agreement, and ALA Document A2o1-1997, General Conditions of the Contract for Construction. It incorporates alterations proposed by architects, contractors, owners and professional consultants. Some of the significant differences in content between this edition and the 1987 edition of Ato7 are as follows. ARTICLE 1:The blank for exceptions to the Contractor's scope of Work has been eliminated. II II ARTICLE 2: New emphasis is placed on the need to coordinate the date of commencement with the Date of Substantial Completion Space is also provided for bonus payments for early completion. e o ARTICLE 4: Both progress payments and final payment are now covered in this article, entitled Payments. Spaces are o. la provided for a detailed indication of when applications for payment to the Owner and payment to the Contractor are due. oo .00 ARTICLE 6: The rights of the Architect and the Architect's consultants in the documents they prepare, including documents in electronic form,are specifically protected. O 1 9 9 7 AIA® ARTICLE 7:The Contractor is entitled to rely on the accuracy of information furnished by the Owner. AIA DOCUMENT A107-1997 ARTICLE 8: Procedures are given for Contractor's review of field conditions, and for instructions in the Contract INSTRUCTIONS Documents regarding construction means and methods. Language entitling the Architect to rely on professional certifications supplied by the Contractor has been eliminated. The American Institute ARTICLE 9:Mediation is included as a precursor to arbitration.'the Owner and Contractor waive consequential damages of Architects (i.e.,indirect damages)arising out of the Contract. 1735 New York Avenue, N.W. ARTICLE 12:The Architect's authority to order minor changes in the Work is specifically described. Washington, D.C.20006-5292 ARTICLE 14:Payment procedures are set out in greater detail,and Substantial(ompletion is defined. WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. I ARTICLE 15:Procedures are set out for dealing with hazardous materials,which are no longer limited to asbestos and PCB. ARTICLE 16:Provision is made for Project Management Protective Liability insurance.Purchased by the Contractor at the Owners option,this policy protects the interests of the Owner,Contractor and Architect. ARTICLE 17:'tile Contractor's rights and obligations during the correction period are set out in greater detail. ARTICLE 18: Assignment of the Contract without consent is prohibited, and procedures are set out for testing and inspection. ARTICLE 19: Grounds and procedures for Owner termination are set out in greater detail. USING THE A107-1997 FORM Prospective bidders should be informed of any additional provisions which may he included in Ao7-t997, such as liquidated damages or payment for stored materials, by an appropriate notice in the Bidding Documents and the Supplementary Conditions. MODIFICATIONS. Users are encouraged to consult with an attorney before completing an AIA document. Particularly with respect to contractor's licensing laws,duties imposed by building codes,interest charges,arbitration and indemnification,this document may require modification with the assistance of legal counsel to fully comply with state or local laws regulating these matters. Generally,necessary modifications may be accomplished by writing or typing the appropriate terms in the blank spaces provided on the form or by Supplementary Conditions, or by amendments included in the Project Manual and referenced in this document.The form may also be modified by striking out language directly on the original form. Care must be taken in making these kinds of deletions,however.Under NO circumstances should original language be struck out in such a way as to render it illegible (as, for example, with blocking tape, correction fluid or X's that completely obscure the text). This may raise suspicions of concealment or suggest that the completed and signed document has been tampered with.Handwritten changes should be initialed by both parties to the contract. It is definitely not recommended practice to retype the standard document. Besides being outside the limited license for reproduction granted under these Instructions,retyping can introduce typographical errors and cloud the legal interpretation given to a standard clause when blended with modifications,thereby eliminating one of the principal advantages of standard form documents. By merely reviewing the modifications to be made to a standard form document, parties familiar with that document can quickly understand the essence of the proposed relationship. Commercial exchanges are greatly simplified and expedited,good-faith dealing is encouraged,and otherwise latent clauses are exposed for scrutiny.In this way,contracting parties can more confidently and fairly measure their risks. COVER PAGE Date:The date represents the date the Agreement becomes effective.It may he the date an original oral agreement was reached,the date the Agreement was originally submitted to the Owner,the date authorizing action was taken or the date of actual execution. It will be the date from which the Contract Time is measured unless a different date is inserted under Paragraph 2.1. Parties:Parties to the Agreement should be identified using the full address and legal name under which the Agreement is to be executed,including a designation of the legal status of both parties (sole proprietorship, partnership, joint venture, unincorporated association, limited partnership or corporation I general, limited liability, closed or professional],etc.).Where appropriate,a copy of the resolution authorizing the individual to act on behalf of the firm or entity should he attached.Other information may be added,.such as telephone numbers and electronic addresses. Project:The proposed Project should be described in sufficient detail to identify: (i) the official name or title of the facility;(2)the location of the site;(3)the proposed building usage;and(4) the size,capacity or scope of the Project. Architect:As in the other Contract Documents,the Architect's full legal or corporate title should be used. ARTICLE 1—THE WORK OF THIS CONTRACT III If portions of the Work are to be performed by persons or entities other than the Contractor, these should be indicated in the Supplementary Conditions. o, a o. b o . •• ARTICLE 2—DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION o0 The following items should he included as appropriate: C) 1997 9 9 7 AEA® PARAGRAPH 2.1 The date of commencement of the Work should be inserted if it is different from the date of the AIA DOCUMENT A107-1997 Agreement.It should not be earlier than the date of execution(signing)of the Agreement.After the first sentence, enter either the specific date of commencement of the Work, or if a notice to proceed is to he used,enter the INSTRUCTIONS sentence,"The date of commencement shall be stipulated by the notice to proceed"When time of performance is to be strictly enforced,the statement of starting time should be carefully weighed. The American Institute PARAGRAPH 2.3 The time within which Substantial Completion of the Work is to be achieved may be expressed of Architects as a number of days (preferably calendar days) or as a specified date. If a specified date is used and the date of 1735 New York Avenue, N.W. commencement is to be given in a notice to proceed,these dates must be carefully coordinated to allow sufficient Washington, D.C.20006-5292 time for completion of the Work. WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. I Any requirements for earlier Substantial Completion of portions of the Work should be entered here if not specified elsewhere in the Contract Documents. Optionally,insert any provisions for liquidated damages relating to failure to complete on time,or for bonus payments for early completion.Liquidated damages are not a penalty to be inflicted on the Contractor,but must bear an actual and rea- sonably estimable relationship to the Owner's loss if construction is not completed on time.There is little or no legal prece- dent to support the proposition of linking a bonus with a penalty.If liquidated damages are to be assessed because delayed construction will result in actual loss to the Owner,the amount of damages due for each day lost should be entered m the Supplementary Conditions or the Agreement.Factors such as confidentiality or the need to inform subcontractors about the amount of liquidated damages will help determine the placement of such language. If a provision for liquidated damages is included,it should be carefully drafted by the Owner's attorney.Such a provision may he based on the following sample language: —lbw Contractor and the Contractor's surety,if any,shall be liable for and shall pay the Owner the sums hereinafter stip- ulated as liquidated damages for each calendar day of delay until the Work is substantially complete: Dollars Is )" For further information on liquidated damages, penalties and bonus provisions, see AIA Document Asti, Guide for Supplementary Conditions. ARTICLE 3—CONTRACT SUM PARAGRAPH 3.1 Enter the Contract Sum payable to the Contractor. PARAGRAPH 3.2 Identify any alternates described in the Contract Documents and accepted by the Owner.If decisions on alternates are to be made subsequent to execution of Ato7-1997,attach a schedule showing the amount of each alternate and the date it expires. PARAGRAPH 3.3 Enter any unit prices,cash allowances or cash contingency allowances. If unit prices are not covered in greater detail elsewhere in the Contract Documents,the following provision for unit prices is suggested: "The unit prices listed below shall determine the value of extra Work or changes in the Work,as applicable.They shall be considered complete and shall include all material and equipment,labor,installation costs,overhead and profit.Unit prices shall be used uniformly for additions or deductions." Specific allowances for overhead and profit on Change Orders may be included under this paragraph to forestall disputes over future Change Order costs. ARTICLE 4—PAYMENTS SUBPARAGRAPH 4.1.1 Insert the time period covered by each Application for Payment if it differs from the one given. SUBPARAGRAPH 4.1.2 Insert the time schedule for presenting Applications for Payment,and indicate due dates for making progress payments. The last day upon which Work may be included in an Application should normally be no less than 14 days prior to the payment date,in consideration of the 7 days required for the Architect's evaluation of an Application and issuance of a Certificate for Payment and the time subsequently accorded the Owner to make payment.The Contractor may prefer a few additional days to prepare the Application. Due dates for payment should he acceptable to both the Owner and Contractor.They Should allow sufficient time for the Contractor to prepare an Application for Payment,for the Architect to certify payment,and for the Owner to make pay- ment. SUBPARAGRAPH 4.1.3 Enter any agreed-upon interest rate for overdue payments. SUBPARAGRAPH 4.2.2 Insert the date by which Owner shall make final payment,if it differs from the one stated. Illi�� When final payment is requested,the Architect should ascertain that all claims have been settled or should define those which remain unsettled. The Architect must determine that, to the best of the Architect's knowledge and belief and according to the Architect's final inspection,the requirements of the Contract have been fulfilled. d.e) .b CCOCISO ARTICLE 5—ENUMERATION OF CONTRACT DOCUMENTS miss Ain® A detailed enumeration of all Contract Documents must be made in this article. ALA DOCUMENT A107-1997 INSTRUCTIONS EXECUTION OF THE AGREEMENT The American Institute The Agreement should be executed in not less than triplicate by the Owner and the Contractor.The persons executing of Architects the Agreement should indicate the capacity in which they are acting (i.e., president,secretary,partner,etc.) and the 1735 New York Avenue, N.W. authority under which they are executing the Agreement.Where appropriate,a copy of the resolution authorizing the Washington, D.C.20006-5292 individual to act on behalf of the firm or entity should be attached. WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. 1 9 9 7 EDITION AIA DOCUMENT A107-1997 Abbreviated Standard Form of Agreement Between Owner and Contractor for Construction Projects of Limited Scope where the basis of payment is a STIPULATED SUM This document includes abbreviated General Conditions and should AGREEMENT made as of the 15th day of February 2001 not be used with other in the year general conditions. (In words,indicate day,month and year) This document has impor- BETWEEN the Owner: Weld County (=a^^"'^'} 6i=cr rant legal consequences. (Name,address and other information) 91 5 1 0th Street P.O. Box 758 Consultation with an Greeley, CO 80632 attorney is encouraged with respect to its completion or modification. and the Contractor: This document has been Rus—Den Construction, Inc. (Name,address and other information) 307 Welch Avenue approved and endorsed by P.O. Box Z The Associated General Berthoud, CO 8051 3 Contractors of America. The Project is: South West County Service Building (Name and location) I-25 Frontage Road and Road 24 1 /2 The Architect is: Bley Associates, Architects-Planners, Inc. (Name,address and other information) 2020 Clubhouse Drive OITA Greeley, CO 80634 4'4et © 1997 AIA® AIA DOCUMENT A107-1997 as follows. ABBREVIATED OWNER- The Owner and Contractor agree CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 Copyright 1936, 1951, 1958, 1961, 1963, 1966,1974, 1978, 1987,© 1997 by The American Institute of Architects. 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.5.copyright laws and will subject the violator to legal prosecution. Mir ARTICLE 1 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents,except to the extent specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 2.1 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.) 2.2 The Contract Time shall be measured from the date of commencement. 240 Days. 2.3 The Contractor shall achieve Substantial Completion of the entire Work not later than days from the date of commencement,or as follows: (Insert number of calendar days.Alternatively,a calendar date may be used when coordinated with the date of commencement. Unless stated elsewhere in the Contract Documents, insert any requirements for earlier Substantial Completion of certain portions of the Work.) 240 Days- ,subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert provisions,if any,for liquidated damages relating to failure to complete on time or for bonus payments for early completion of the Work.) Liquidated damages do not apply. a'O. 'o ARTICLE 3 CONTRACT SUM ®1997 AIA® 3.1 The Owner shall pay the Contractor the Contract Sum in current funds for the AIA DOCUMENT A107-1997 Contractor's performance of the Contract. The Contract Sum shall be ABBREVIATED OWNER- Dollars($3 r 843, 688 . 00 ), CONTRACTOR AGREEMENT subject to additions and deletions as provided in the Contract Documents. The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C.20006-5292 WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. I 3.2 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: (State the numbers or other identification of accepted alternates.If decisions on other alternates are to he made by the Owner subsequent to the execution of this Agreement,attach a schedule of such other alternates showing the amount for each and the date when that amount expires.) ALT 1 accepted Deduct interior masonry ( 48, 808 . 00 ) 3.3 Unit prices,if any,are as follows: Per unit prices indicated on bid form. ARTICLE 4 PAYMENTS 4.1 PROGRESS PAYMENTS 4.1.1 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. The period covered by each Application for Payment shall be one calendar month ending on the last day of the month,or as follows: Draws submitted to owner/ • architect on 25th of each month for payment. Ilij 4.1.2 Provided that an Application for Payment is received by the Architect not later than the i. .•", 25th day of a month,the Owner shall make payment to the �o Contractor not later than the 1 0th day of Chef o 11 ow i month. o 1 9 9 7 A I A® If an Application for Payment is received by the Architect after the date fixed above,payment shall AIA DOCUMENT A1074997 be made by the Owner not later than 30th days after the ABBREVIATED OWNER- CONTRACTOR AGREEMENT Architect receives the Application for Payment. The American Institute of Architects 1735 New York Avenue, N.W. • Washington, D.C.20006-5292 WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. • raar— I 4.1.3 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. Per general condition. (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 laws and other regulations at the Owners and Contractors 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.) 4.2 FINAL PAYMENT 4.2.1 Final payment,constituting the entire unpaid balance of the Contract Sum,shall be made by the Owner to the Contractor when: ed the or e.1 responsibilityt to correctllWorkr as 1provided in tract except the Contracor as Paragraph 17.2,t and to Contractor's satisfy other requirements,if any,which extend beyond final payment;and a a final Certificate for Payment has been issued by the Architect. 4.2.2 The Owner's final payment to the Contractor shall he made no later than 3o days after the issuance of the Architect's final Certificate for Payment,or as follows: No change to general conditions . ARTICLE 5 ENUMERATION OF CONTRACT DOCUMENTS 5.1 The Contract Documents are listed in Article 6 and,except for Modifications issued after execution of this Agreement,are enumerated as follows: 5.1.1 The Agreement is this executed 1997 edition of the Abbreviated Standard Form of • Agreement Between Owner and Contractor,AIA Document A1o7-1997. • 5.1.2 The Supplementary and other Conditions of the Contracaret ar those contained in the Project Manual dated 1 2-1 8-0 O General conditions, generial/supplemental conditions Document ��-• ,.-moo tle Pages © 1997 AIAO AIA DOCUMENT A107-1997 ABBREVIATED OWNER- CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue,N.W. Washington, D.C. 20006-5292 WARNING.Unlicensed photocopying violates U.5.copyright laws and will subject the violator to legal prosecution. V 5.1.3 The Specifications are those contained in the Project Manual dated as in Subparagraph 5.1.2,and are as follows: (Either list the Specifications here i.. refer to an exhibit attached to this Agreement.) Section Title Pages Section 1 - 16 Weld Cty. Services Bldg. 2 Volumes 5.1.4 The Drawings are as follows,and are dated 12-18-01 unless a different date is shown below: (Either list the Drawings here or refer to an exhibit attached to this Agreement.) Number Title Pages T-10 M5. 0 1P-1 A0 .0 A2 . 2 A5 . 3 M5 . 1 E6 C-10 C-1 E4 1P-2 A0 . 1 A2 . 3 A5 .4 M7 . 0 E7 C-11 C-3 E5 1P-3 A0. 2 A3 . 0 A6 .0 P2 . 0 E8 S1 -5 C-4 1P-4 A1 . 0 A3 . 1 A6 . 1 P2 . 1 E9 A2 . 0 C-5 1P-5 A1 . 1 A3 . 2 A6 . 2 P3 . 1 51 . 2 A2 . 1 C-6 1P-6 A1 .2 A3 .3 A6 . 3 P5 . 0 51 .3 A5 . 1 C-7 1P-7 A1 .3 A3 . 4 A7 .0 El S1 . 6 A5 . 2 C-8 S1 -1 A1 . 4 A4 . 0 M1 . 1 E2 A5.5 M2 . 1 C-9 s1 -4 A1 . 5 A5 . 0 M2 . 0 E3 51 -0 M4 . 0 5.1.5 The Addenda,if any,are as follows: Number Date Pages #1 1 -4-2001 #2 1 -11 -2001 #3 1 -16-2001 #4 1 -17-2001 #5 1 -18-2001 #6 1 -19-2001 #7 1 -22-2001 #8 1 -24-2001 Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 5. 5.1.6 Other documents,if any, forming part of the Contract Documents are as follows: lll�I (List any additional documents which are intended to form part of the Contract Documents.) to O © 1997 ALA® AIA DOCUMENT A107-1997 ABBREVIATED OWNER- CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 WARNING: Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. I GENERAL CONDITIONS ARTICLE 6 GENERAL PROVISIONS 6.1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement with 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. A Modification is (i) 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. 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 to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. 6.2 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 (i) 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. 6.3 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. 6.4 EXECUTION OF THE CONTRACT 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. 6.5 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE 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 �o o.q • o common law,statutory and other reserved rights,in addition to the copyrights.All copies of them, 000 except the Contractor's record set,shall be returned or suitably accounted for to the Architect,on request, upon completion of the Work. The Drawings, Specifications and other documents © 19 9 7 A I A o AIA DOCUMENT A107-1997 prepared by the Architect and the Architect's consultants, and copies thereof furnished to the ABBREVIATED OWNER- Contractor,are for use solely with respect to this Project.They are not to be used by the Contractor CONTRACTOR AGREEMENT 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 American Institute of Architects the Owner, Architect and the Architect's consultants. The Contractor, Subcontractors, 1735 New York Avenue, N.W. Washington, D.C.2O0O6-5292 WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. N sub-subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants appropriate to and for use in the execution of their Work under the Contract Documents.All copies made under this authorization shall bear the statutory copyright notice,if any,shown on the Drawings,Specifications and other documents prepared by the Architect and the Architect's consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' copyrights or other reserved rights. ARTICLE 7 OWNER 7.1 INFORMATION AND SERVICES REQUIRED OF THE OWNER 7.1.1 The Owner shall furnish and pay for surveys and a legal description of the site. 7.1.2 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. 7.1.3 Except for permits and fees which are the responsibility of the Contractor under the Contract Documents,the Owner shall secure and pay for other necessary approvals,easements, assessments and charges required for the construction,use or occupancy of permanent structures or permanent changes in existing facilities. 7.2 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents,or persistently fails to carry out the 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 is 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. 7.3 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or persistently fails or neglects to carry out the Work in accordance with the Contract Documents,or fails to perform a provision of the Contract,the Owner,after to 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 reasonable cost thereof,including Owner's expenses and compensation for the Architect's services made necessary thereby,from the payment then or thereafter due the Contractor. ARTICLE 8 CONTRACTOR 8.1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR 8.1.1 Since the Contract Documents are complementary, before starting each portion of the I`nil /4 Work,the Contractor shall carefully study and compare the various Drawings and other Contract o a Documents relative to that portion of the Work, as well as the information furnished by the �o w oo Owner pursuant to Subparagraph 7.1.1, shall take field measurements of any existing conditions II related to that portion of the Work and shall observe any conditions at the site affecting it.These ®19 9J A I A® obligations are for the purpose of facilitating construction by the Contractor and are not for the AIA DOCUMENT A107-1997 purpose of discovering errors,omissions or inconsistencies in the Contract Documents;however, ABBREVIATED OWNER- CONTRACTOR AGREEMENT any errors,omissions or inconsistencies discovered by the Contractor shall be reported promptly to the Architect as a request for information in such form as the Architect may require. The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. r 8.1.2 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. 8.2 SUPERVISION AND CONSTRUCTION PROCEDURES 8.2.1 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 be fully and solely responsible for the jobsite safety thereof unless the Contractor gives timely written notice to the Owner and Architect that such means,methods,techniques,sequences or procedures may not he safe. 8.2.2 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. 8.3 LABOR AND MATERIALS 8.3.1 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. 8.3.2 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. 8.3.3 The Contractor shall deliver, handle, store and install materials in accordance with manufacturers' instructions. 8.3.4 The Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order. 8.4 WARRANTY 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 with 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 o. or defect caused by abuse,modifications not executed by the Contractor,improper or insufficient oz,.•,ao maintenance,improper operation or normal wear and tear and normal usage. One year standard warranty with exception to manufacture97 Ai" A9 lA DOCUMENT A107-1997 8.5 TAXES warranty as per specifications. ABBREVIATED OWNER- The Contractor shall pay sales,consumer, use and other similar taxes which are legally enacted CONTRACTOR AGREEMENT when bids are received or negotiations concluded. Tax Exempt p The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 WARNING Unlicensedphotocopying violates U.S.copyright laws and will subject the violator to legal prosecution. U 8.6 PERMITS, FEES AND NOTICES 8.6.1 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. Owner to pay fees for building permit, 8.6.2 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. The Contractor shall promptly notify the Architect and Owner if the Drawings and Specifications are observed by the Contractor to be at variance therewith. 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. 8.7 SUBMITTALS 8.7.1 The Contractor shall review for compliance with the Contract Documents, approve in writing and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness.The Work shall be in accordance with approved submittals. Contractor to submit 8 sets to owner/architect 8.7.2 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Contractor to submit 8 sets to owner/architect. 8.8 USE OF SITE 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. 8.9 CUTTING AND PATCHING The Contractor shall be responsible for cutting,fitting or patching required to complete the Work or to make its parts fit together properly. 8.10 CLEANING UP 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 material. 8.11 ROYALTIES, PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and license fees; 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,unless the Contractor has reason to believe that there is an infringement of patent or copyright and fails to promptly �o furnish such information to the Architect. �a cyi o� ©1997 A I A® 8.12 ACCESS TO WORK AIA DOCUMENT A107-1997 The Contractor shall provide the Owner and Architect access to the Work in preparation and ABBREVIATED OWNER- progress wherever located. CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C.20006-5292 WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. I 8.13 INDEMNIFICATION 8.13.1 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 16.3,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 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 8.13. 8.13.2 In claims against any person or entity indemnified under this Paragraph 8.13 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 8.13.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 9 ARCHITECT'S ADMINISTRATION OF THE CONTRACT 9.1 The Architect will provide administration of the Contract 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 17.2. 9.2 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 responsi- ble for,the construction means,methods,techniques,sequences or procedures,or for safety pre- cautions and programs in connection with the Work,since these are solely the Contractor's rights and responsibilities under the Contract Documents,except as provided in Subparagraph 8.2.1. 9.3 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 Ilij�� of the Work. �, �� 6. 9.4 Based on the Architect's evaluations of the Work and of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue © 1997 A I A® Certificates for Payment in such amounts. AIA DOCUMENT A107-1997 ABBREVIATED OWNER- CONTRACTOR AGREEMENT 9.5 The Architect will have authority to reject Work that does not conform to the Contract Documents. The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C.20006-5292 WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. I 9.6 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. 9.7 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 will make initial decisions on all claims, disputes and other matters in question between the Owner and Contractor but will not he liable for results of any interpretations or decisions so rendered in good faith. 9.8 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. 9.9 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. 9.10 CLAIMS AND DISPUTES 9.10.1 Claims,disputes and other matters in question arising out of or relating to this Contract, including those alleging an error or omission by the Architect but excluding those arising under Paragraph 15.2, shall be referred initially to the Architect for decision.Such matters,except those relating to aesthetic effect and except those waived as provided for in Paragraph 9.11 and Subparagraphs 14.5.3 and 14.5.4, shall, after initial decision by the Architect or 3o days after submission of the matter to the Architect, be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. 9.10.2 If a claim,dispute or other matter in question relates to or is the subject of a mechanic's lien, the party asserting such matter may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by the Architect, by mediation or by arbitration. 9.10.3 The parties shall endeavor to resolve their disputes by mediation which,unless the parties mutually agree otherwise,shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to this Agreement 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 he stayed pending mediation for a period of 6n days from the date of filing,unless stayed for a longer period by agreement of the parties or court order. 9.10.4 Claims,disputes and other matters in question arising out of or relating to the Contract that are not resolved by mediation, except matters relating to aesthetic effect and except those �\lilI/4 waived as provided for in Paragraph 9.11 and Subparagraphs 14.5.3 and 14.5.4,shall be decided by ��r �a arbitration which, unless the parties mutually agree otherwise,shall be in accordance with the o��•• a!bIndustry Construction Arbitration Rules of the American Arbitration Association currently in O CCr'o I I effect.The demand for arbitration shall be filed in writing with the other party to this Agreement OI997 9 7 A I A o and with the American Arbitration Association and shall be made within a reasonable time after AIA DOCUMENT A107-1997 the dispute has arisen. The award rendered by the arbitrator or arbitrators shall be final, and ABBREVIATED OWNER- CONTRACTOR AGREEMENT judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Except by written consent of the person or entity sought to be joined, no The American Institute arbitration arising out of or relating to the Contract Documents shall include,by consolidation, of Architects 1735 New York Avenue, N.W. joinder or in any other manner, any person or entity not a party to the Agreement under which Washington, D.C. 20006-5292 WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. U such arbitration arises, unless it is shown at the time the demand for arbitration is filed that (1) such person or entity is substantially involved in a common question of fact or law, (2) the presence of such person or entity is required if complete relief is to be accorded in the arbitration, (3)the interest or responsibility of such person or entity in the matter is not insubstantial,and (4) such person or entity is not the Architect or any of the Architect's employees or consultants.The agreement herein among the parties to the Agreement and any other written agreement to arbitrate referred to herein shall he specifically enforceable under applicable law in any court hav- ing jurisdiction thereof. 9.11 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: .I 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 19. Nothing contained in this Paragraph 9.11 shall be deemed to preclude an award of liquidated direct damages, when applicable, in accordance with the requirements of the Contract Documents. ARTICLE 10 SUBCONTRACTORS 10.1 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. 10.2 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 the Subcontractors for each of the principal portions of the Work. The Contractor shall not contract with any Subcontractor to whom the Owner or Architect has made reasonable and timely 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.The Contractor shall not he required to contract with anyone to whom the Contractor has made reasonable objection. 10.3 Contracts between the Contractor and Subcontractors shall (I)require each Subcontractor, to the extent of the Work to be performed by the Subcontractor,to he hound to the Contractor by the 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 the Contract Documents,assumes toward the Owner and Architect,and (2) allow o� the Subcontractor the benefit of all rights, remedies and redress afforded to the Contractor by ! ��oo these Contract Documents. II © 1997 AIAOO AIA DOCUMENT A107-1997 ARTICLE 11 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTOR ABBREVIATED OWNER- CONTRACTOR AGREEMENT CONTRACTS 11.1 The Owner reserves the right to perform construction or operations related to the Project The American Institute of Architects with the Owner's own forces,and to award separate contracts in connection with other portions 1735 New York Avenue, N.W. Washington, D.C.20006-5292 WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. _ T 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 9.10. 11.2 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activi- ties, and shall connect and coordinate the Contractor's activities with theirs as required by the Contract Documents. 11.3 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. ARTICLE 12 CHANGES IN THE WORK 12.1 The Owner,without invalidating the Contract,may 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.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. 12.2 The cost or credit to the Owner from a change in the Work shall be determined by mutual agreement of the parties or, in the case of a Construction Change Directive, by the Contractor's cost of labor,material,equipment,and reasonable overhead and profit. 12.3 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. 12.4 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated in the Contract Documents or from those conditions ordinarily found to exist,the Contract Sum and Contract Time shall be equitably adjusted. ARTICLE 13 TIME 13.1 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. MI l�j/ o O 13.2 The date of Substantial Completion is the date certified by the Architect in accordance o. .o OO po with Subparagraph 14.4.2. O © 19 9 r A I A® 13.3 If the Contractor is delayed at any time in the commencement or progress of the Work by AIA DOCUMENT A107-1997 changes ordered in the Work,by labor disputes,fire,unusual delay in deliveries,abnormal adverse ABBREVIATED OWNER- CONTRACTOR AGREEMENT weather conditions not reasonably anticipatable,unavoidable casualties or any causes beyond the Contractor's control,or by other causes which the Architect determines may justify delay,then the The American Institute Contract Time shall be extended by Change Order for such reasonable time as the Architect may of Architects 1735 New York Avenue, N.W. determine,subject to the provisions of Paragraph 9.1o. Washington, D.C.20006-5292 WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. II ARTICLE 14 PAYMENTS AND COMPLETION 14.1 APPLICATIONS FOR PAYMENT 14.1.1 Payments shall be made as provided in Article 4 of this Agreement. Applications for Payment shall be in a form satisfactory to the Architect. 14.1.2 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 other encumbrances adverse to the Owner's interests. 14.2 CERTIFICATES FOR PAYMENT 14.2.1 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 14.23. 14.2.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluations 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. However,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. 14.2.3 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 14.2.2 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 14.2.1. 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 8.2.2,because of: .1 defective Work not remedied; �!�•�� O. A.00 .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; ® 1 9 9 7 A I A® .3 failure of the Contractor to make payments properly to Subcontractors or for labor, AIA DOCUMENT A107-1997 materials or equipment; ABBREVIATED OWNER- CONTRACTOR AGREEMENT .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; The American Institute of Architects .5 damage to the Owner or another contractor; 1735 New York Avenue, N.W. Washington, D.C.20006-5292 WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. .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. 14.2.4 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. 14.3 PAYMENTS TO THE CONTRACTOR 14.3.1 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 similar manner. 14.3.2 Neither the Owner nor Architect shall have an obligation to pay or see to the payment of money to a Subcontractor except as may otherwise be required by law. 14.3.3 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. 14.4 SUBSTANTIAL COMPLETION 14.4.1 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. 14.4.2 When the Architect determines that the Work or designated portion thereof is substantially complete,the Architect will issue a Certificate of Substantial Completion which shall establish the date of Substantial Completion, establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities,damage to the Work and insurance, and 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. Upon the issuance of the Certificate of Substantial Completion,the Architect will submit it to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate 14.5 FINAL COMPLETION AND FINAL PAYMENT 14.5.1 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 ��HIPthe Contract fully performed, the Architect will promptly issue a final Certificate for Payment �*10 stating that to the best of the Architect's knowledge,information and belief,and on the basis of o. .o o r• .po 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 01997 A I A o Contractor and noted in the final Certificate is due and payable.The Architect's final Certificate AIA DOCUMENT A107-1997 for Payment will constitute a further representation that conditions stated in Subparagraph 145.2 ABBREVIATED OWNER- CONTRACTOR AGREEMENT as precedent to the Contractors being entitled to final payment have been fulfilled. The American Institute 14.5.2 Final payment shall not become due until the Contractor has delivered to the Owner a of Architects 1735 New York Avenue, N.W. I com Tlete release of all liens arising out of this Contract or receipts in full covering all labor, Washington, D.C. 20006-5292 WARNING: Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. I materials and equipment for which a lien could be filed,or 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 costs and reasonable attorneys' fees. 14.5.3 'fhe 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; .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. 14.5.4 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 15 PROTECTION OF PERSONS AND PROPERTY 15.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. 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;and .3 other property at the site or adjacent thereto. The Contractor shall 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 loss. The Contractor shall promptly remedy damage and loss to property 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 Subparagraphs 15.1.2 and 15.1.3,except for damage or loss attributable to acts or omissions of the Owner or Architect 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 8.13. 15.2 HAZARDOUS MATERIALS 15.2.1 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. When the material or substance has been rendered harmless,Work in the affected area shall resume upon written agreement of the Owner 11j�P 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 shutdown,delay and o•. ��.o a“chics start-up,which adjustments shall be accomplished as provided in Article 12 of this Agreement. I= © 1997 AIAO 15.2.2 To the fullest extent permitted by law,the Owner shall indemnify and hold harmless the AIA DOCUMENT A107-1997 Contractor,Subcontractors,Architect,Architect's consultants and agents and employees of any of ABBREVIATED ER- CONTRACTOR AGREGREEMENT 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 The American Institute fact the material or substance presents the risk of bodily injury or death as described in of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. III Subparagraph 15.2.1 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. 15.2.3 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. ARTICLE 16 INSURANCE 16.1 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 insurance for protection from claims under workers'compensation acts and other employee benefit acts which are applicable, claims for damages because of bodily injury, including death, and claims for damages, other than to the Work itself, to property which may arise out of or result from the Contractor's operations under the Contract,whether such operations be by the Contractor or by a Subcontractor or anyone directly or indirectly employed by any of them.This insurance shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater, and shall include contractual liability insurance applicable to the Contractor's obligations.Certificates of Insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. Each policy shall contain a provision that the policy will not he canceled or allowed to expire until at least 3o days'prior written notice has been given to the Owner. 16.2 OWNER'S LIABILITY INSURANCE The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. 16.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE 16.3.1 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 Paragraph 16.1. 16.3.2 To the extent damages are covered by Project Management Protective Liability insurance, I I I/� the Owner,Contractor and Architect waive all rights against each other for damages,except such iz, � � wavers of subrogation rights as they may ve byto the proceeds of such endorsement or otherwise.insurance. The policy shall provide for such o.S4 f,�.o �O't" 0? I I 16.3.3 The Owner shall not require the Contractor to include the Owner, Architect or other ® 1997 A I A® persons or entities as additional insureds on the Contractor's liability insurance under Paragraph AIA DOCUMENT A107-1997 16.1. ABBREVIATED OWNER- CONTRACTOR AGREEMENT 16.4 PROPERTY INSURANCE The American Institute 16.4.1 Unless otherwise provided,the Owner shall purchase and maintain,in a company or com- oI Architects panics lawfully authorized to do business in thejurisdiction in which the Project is located, 1735 New York Avenue, N.W. I Washington, D.C.20006-5292 WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. property insurance on an"all-risk"policy form,including builder's risk,in the amount of the ini- tial Contract Sum,plus the value of subsequent modifications and cost of materials supplied and 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 14.5 or until no person or entity other than the Owner has an insurable interest in the property required by this Paragraph 16.4 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and sub-subcontractors in the Project. 16.4.2 The Owner shall file a copy of each policy with the Contractor before an exposure to loss may occur.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. 16.5 WAIVERS OF SUBROGATION 16.5.1 The Owner and Contractor waive all rights against (i) 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 ii, 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 Paragraph 16.4 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 u,if any, and the subcontractors,sub-subcontractors,agents and employees of any of them,by appropriate agreements, 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. 16.5.2 A loss insured under the 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. 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. ARTICLE 17 CORRECTION OF WORK 17.1 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 oE services and expenses made necessary thereby,shall be at the Contractor's expense. © 1997 A I A® AIA DOCUMENT A107-1997 17.2 In addition to the Contractor's obligations under Paragraph 8.4, if,within one year after ABBREVIATED OWNER- the date of Substantial Completion of the Work or designated portion thereof or after the date for CONTRACTOR AGREEMENT commencement of warranties established under Subparagraph 14.4.2,or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in The American Institute of Architects accordance with the requirements of the Contract Documents, the Contractor shall correct it 2B5 New York Avenue, N.W. Washington, D.C.20006-5292 I WARNING: Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. 1 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. 17.3 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in accordance with Paragraph 7.3. 17.4 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. 17.5 The one-year period for correction of Work shall not he extended by corrective Work performed by the Contractor pursuant to this Article 37. ARTICLE 18 MISCELLANEOUS PROVISIONS 18.1 ASSIGNMENT OF CONTRACT Neither party to the Contract shall assign the Contract without written consent of the other. 18.2 GOVERNING LAW The Contract shall be governed by the law of the place where the Project is located. 183 TESTS AND INSPECTIONS 'rests,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. 18.4 COMMENCEMENT OF STATUTORY LIMITATION PERIOD As between Owner and Contractor,any applicable 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 failures to act occurring prior to the relevant date of Substantial Completion; .2 not later than the date of issuance of the final Certificate for Payment for acts or fail- ures to act occurring subsequent to the relevant date of Substantial Completion and Mil prior to the issuance of the final Certificate for Payment;and �rP6o .3 not later than the date of the relevant act or failure to act by the Contractor for acts or o• .. failures to act occurring after the date of the final Certificate for Payment. a ac'o O © 1997 A I A® AIA DOCUMENT A107-1997 ARTICLE 19 TERMINATION OF THE CONTRACT ABBREVIATED OWNER- 19.1 TERMINATION BY THE CONTRACTOR CONTRACTOR AGREEMENT If the Architect fails to recommend payment for a period of 3o days through no fault of the II The American Institute Contractor,or if the Owner fails to make payment thereon for a period of 3o days,the Contractor of Architects 1735 New York Avenue, N.W. may, upon seven additional days' written notice to the Owner and the Architect, terminate the Washington,D.C. 20006-5292 WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. II Contract and 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 applicable to the Project. 19.2 TERMINATION BY THE OWNER 19.2.1 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. 19.2.2 When any of the above reasons exists,the Owner,upon certification by the Architect that sufficient cause exists to justify such action, may, without prejudice to any other remedy the Owner may have and after giving the Contractor seven days' written notice, terminate the Contract and take possession of the site and of all materials,equipment,tools, and construction equipment and machinery thereon owned by the Contractor and may 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. 19.2.3 When the Owner terminates the Contract for one of the reasons stated in Subparagraph 19.2.1,the Contractor shall not be entitled to receive further payment until the Work is finished. 19.2.4 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 he, shall be certified by the Architect,upon application,and this obligation for payment shall survive termination of the Contract. d. .o ono? © 1997 A I A® AIA DOCUMENT A107-1997 ABBREVIATED OWNER- CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 WARNING: Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. ARTICLE 20 OTHER CONDITIONS OR PROVISIONS This Agreem entered into as of the ay and year first written above. OW E R(Signature) • ' ACTO T O R(Signature) Weld County -Ce.retal Rus-De Construction, Services Russel A. Par rgw '.en./ M �,eT �� , etim-tR Poe - _ •_�_ 1 - (Printed name and title) C7c)1.14/© ( (Pr ted name and title) CAUTION:You should sign an original AIA document or a licensed reproduction. Originals contain the AIA logo Mrell printed in red;licensed reproductions are those produced in accordance with the Instructions to this document. VW", © 1997 AIA® AIA DOCUMENT A1O7-1997 ABBREVIATED OWNER- CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C.20006-5292 WARNING:Unlicensed photocopying violates U.S.copyright laws and will subject the violator to legal prosecution. • Hello