Xxxxxxx X. XxXxxxXxxxxxx X. XxXxxx
AIA Document A101-1997
Standard Form of Agreement Between Owner
and Contractor where the basis of payment is a STIPULATED
SUM
AGREEMENT made as of the 30th day of May in the year of 2002
(In words, indicate day, month and year)
BETWEEN the Owner:
(Name, address and other information)
Voyager Entertainment International, Inc.
0000 Xxxx Xxxx Xxx.
Las Vegas, Nevada 89118
and the Contractor:
(Name, address and other information)
Western Architectural Services, LLC
00000 Xxxxx 000 Xxxx Xxxxx X
Xxxxxx, Xxxx 00000
The Project is:
(Name and location)
Voyager-Las Vegas
Las Vegas, Nevada
The Architect is:
(Name, address and other information)
The Owner and Contractor agree as follows.
ARTICLE I THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement,
Conditions of the Contract (General, Supplementary and
other Conditions), Exhibit A as described in section
8.1.7. infra, such Drawings, Specifications, Addenda to be
prepared by Owner , other documents listed in this
Agreement and Modifications issued after execution of this
Agreement; these form the Contract, and are as fully a
part of the Contract as if attached to this Agreement or
repeated herein. The Contract represents the entire and
integrated agreement between the parties hereto and
supersedes prior negotiations, representations or
agreements, either written or oral. An enumeration of the
Contract Documents, other than Modifications, appears in
Article 8.
ARTICLE 2 THE WORK OF THIS CONTRACT
The Contractor shall fully execute the Work described in
the Contract Documents, except to AIA DOCUMENT AIOI-1997
the extent specifically indicated in the Contract Documents
to be the responsibility of others. OWNER-CONTRACTOR
AGREEMENT
ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
3.1 The date of commencement of the Work shall be the date
of this Agreement unless 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.)
To be determined
If, prior to the commencement of the Work, the Owner
requires time to file mortgages, mechanic's liens and other
security interests, the Owner's time requirement shall be
as follows:
N/A
3.2 The Contract Time shall be measured from the date of
commencement.
3.3 The Contractor shall achieve Substantial Completion
of the entire Work not later than days from the date of
commencement, or as follows:
To be determined
,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 tune or for bonus payments for
ear completion of the Work)
N/A
ARTICLE 4 CONTRACT SUM
4.1 The Owner shall pay the Contractor the Contract Sum in
current funds for the Contractor's performance of the
Contract. The Contract Sum shall be Eighteen Million One
Hundred Forty One Thousand Five Hundred Thirty Three
Dollars ($ 18,141.533), subject to additions and deductions
as provided in the Contract Documents.
4.2 The Contract Sum is based upon the following
alternates, if any, which are described in the Contract
Documents and are hereby accepted by the Owner:
(State the numbers or other identification of accepted
alternates. If decisions on other alternates are to be made
by the Owner subsequent to the execution of this Agreement,
attach a schedule of such other alternates showing the
amount for each and the date when that amount expires)
Receipt of 2,812,500 shares of common stock of
Voyager Entertainment International, Inc. (the
"Stock")
4.3 Unit prices, if any, are as follows:
N/A
ARTICLE 5 PAYMENTS
5.1 PROGRESS PAYMENTS
5.1.1 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.
5.1.2The period covered by each Application for Payment
shall be one calendar month ending on the last day of the
month, or as follows: Receipt of Stock at time of execution
of this contract.
5.1.3Provided that an Application for Payment is received
by the Architect not later than the N/A day of a month, the
Owner shall make payment to the Contractor not later than
the day of the month. If an Application for Payment is
received by the Architect after the application date fixed
above, payment shall be made by the Owner not later than
days after the Architect receives the Application for
Payment.
5.1.4 Each Application for Payment shall be based on the
most recent schedule of values submitted by the Contractor
in accordance with the Contract Documents. The schedule of
values shall allocate the entire Contract Sum among the
various portions of the Work. The schedule of values shall
be prepared in such form and supported by such data to
substantiate its accuracy as the Architect may require.
This schedule, unless objected to by the Architect, shall
be used as a basis for reviewing the Contractor's
Applications for Payment.
5.1.5 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.
5.1.6 Subject to other provisions of the Contract
Documents, the amount of each progress payment shall be
computed as follows:
.1 Take that portion of the Contract Sum property
allocable to completed Work as determined by multiplying
the percentage completion of each portion of the Work by
the share of the Contract Sum allocated to that portion
of the Work in the schedule of values, less retainage of
percent (%).Pending final determination of cost to the
Owner of changes in the Work, amounts not in dispute
shall be included as provided in Subparagraph 7.3.8 of
AIA Document A201-1997.
.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
percent (%);
.3 Subtract the aggregate of previous payments made by
the Owner; and
.4 Subtract amounts, if any, for which the Architect has
withheld or nullified a Certificate for Payment as
provided in Paragraph 9.5 of AIA Document A201-1997.
5.1.7 The progress payment amount determined in
accordance with Subparagraph 5.1.6 shall be further
modified under the following circumstances:
.1 Add, upon Substantial Completion of the Work, a sum
sufficient to increase the total payments to the full
amount of the Contract Sum, less such amounts as the
Architect shall determine for incomplete Work, retainage
applicable to such work and unsettled claims; and
(Subparagraph -9 8 5 of AIA Document A201-1997 requires
release of applicable retainage upon Substantial
Completion of Work with consent of surety, if any.)
.2 Add, if final completion of the Work is th
ereafter materially delayed through no fault of
the Contractor, any additional amounts payable in
accordance with Subparagraph 9.10.3 of AIA
Document A201-1997.
5.1.8 Reduction or limitation of retainage, if any,
shall be as follows:
(If it is intended prior to Substantial Completion
of the entire Work, to reduce or limit the
retainage resulting from the percentages inserted
in Clauses 5.1.6.1 and 5.1.6.2above, and this is
not explained elsewhere in the Contract Documents,
insert here provisions for such reduction or
limitation.)
N/A
5.1.9 Except with the Owner's prior approval, the
Contractor shall not make advance payments to suppliers
for materials or equipment which have not been delivered
and stored at the site.
5.2 FINAL PAYMENT
5.2.1 Final payment, constituting the entire unpaid
balance of the Contract Sum, shall be made by the Owner
to the Contractor when:
.1 the Contractor has fully performed the Contract
except for the Contractor's responsibility to correct
Work as provided in Subparagraph 12.2.2 of AIA Document
A201-1997, and to satisfy other requirements, if any,
which extend beyond final payment; and
.2 a final Certificate for Payment has been issued
by the Architect.
5.2.2 The Owner's final payment to the Contractor shall be
made no later than 30 days after the issuance of the
Architect's final Certificate for Payment, or as follows:
ARTICLE 6 TERMINATION OR SUSPENSION
6.1 The Contract may be terminated by the Owner or the
Contractor as provided in Article 14 of AIA Document
A201-1997.
6.2 The Work may be suspended by the Owner as provided in
Article 14 of AIA Document A201-1997.
ARTICLE 7 MISCELLANEOUS PROVISIONS
7.1 Where reference is made in this Agreement to a
provision of AIA Document A201-1997 or another Contract
Document, the reference refers to that provision as
amended or supplemented by other provisions of the
Contract Documents.
7.2 Payments due and unpaid under the Contract shall bear
interest from the date payment is due at the rate stated
below, or in the absence thereof, at the legal rate
prevailing from time to time at the place where the Project
is located.
(Insert rate of interest agreed upon, if any.)
N/A
Usury laws and requirements under the Federal Truth in
Lending Act, similar state and local consumer credit laws
and other regulations at the Owner 's and Contractor 's
principal places of business, the location of the project
and elsewhere may affect the validity of this provision.
Legal advice should be obtained with respect to deletions
or modifications, and also regarding requirement such as
written disclosures or waivers)
7.3The Owner's representative is:
(Name, address And other -information)
Xxxxxxx Xxxxxxxx
7.4 The Contractor's representative is:
(Name, address and other information)
Xxxxx Xxxxx
7.5 Neither the Owner's nor the Contractor's
representative shall be changed without ten days written
notice to the other party.
7.6 Other provisions:
N/A
ARTICLE 8 ENUMERATION OF CONTRACT DOCUMENTS
8.1 The Contract Documents, except for Modifications
issued after execution of this Agreement, are enumerated as
follows:
8.1.1 The Agreement is this executed 1997 edition of
the Standard Form of Agreement Between Owner and
Contractor, AIA Document A101-1997.
8.1.2 The General Conditions are the 1997 edition of
the General Conditions of the Contract for Construction,
AIA Document A201-1997.
8.1.3 The Supplementary and other Conditions of the
Contract are those contained in the Project Manual dated,
and are as follows:
Document Title Pages
To be provided by Owner
8.1.4The Specifications are those contained in the Project
Manual dated as in Subparagraph 8.1.3, and are as follows:
(Either list the Specifications here or refer to an exhibit
attached to this Agreement.)
Section Title Pages
To be provided by Owner
8.1.5 The Drawings are as follows, and are dated unless
a different date is shown below.
(Either list the Drawings here or refer to an
exhibit attached to this Agreement.)
Number Title Date
To be provided by Owner
8.1.6 The Addenda, if any, are as follows:
Number Date Pages
To be provided by Owner
Portions of Addenda relating to bidding requirements are
not part of the Contract Documents unless the bidding
requirements are also enumerated in this Article 8.
8.1.7 Other documents, if any, forming part of the
Contract Documents are as follows:
(List here any additional documents that are intended to
form part of the Contract Documents. AIA Document A201-1997
provides that bidding requirements such as advertisement or
invitation to bid Instructions to Bidders, sample forms and
the Contractors bid are not part of the Contract Documents
unless enumerated in this Agreement. They should be listed
here only if intended to be part of the Contract
Documents.)
See attached hereto Exhibit A delineating the scope of work
contracted which is incorporated herein by this reference.
This Agreement is entered into as of the day and year first
written above and is executed in at least three original
copies, of which one is to be delivered to the Contractor,
one to the Architect for use in the administration of the
Contract, and the remainder to the Owner.
/S/XXXXXXXX XXXXXXXX /S/XXXXX X XXXXX
OWNER (Signature) CONTRACTOR
(Signature)
Xxxxxxx Xxxxxxxx President Manager
(Printed name and title) (Printed name and
title)
