EXHIBIT 10.5
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 Twenty-Second day of January in the year Ninety-Nine
(In words, indicate day, month and year)
BETWEEN the Owner: Decatur First Bank
(Name, address and other information) 0000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
And the Contractor: Xxxxxx Construction Company
(Name, address and other information) 000 Xxxxxx Xxxxxx, XX
Xxxxxxx, Xxxxxxx 00000
The Project is: Phase II Executive Office Expansion
(Name and location) 0000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
The Architect is: Xxxxxxx & Winter, P.C.
(Name, address and other information) King Plow Arts Center
000 Xxxxxxxx Xxxxxx, XX
Xxxxxxx, Xxxxxxx 00000
The Owner and Contractor agree as follows:
ARTICLE 1 THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement, Conditions of the
Contract (General, Supplementary and other Conditions), Drawings,
Specifications, Addenda issued prior to 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 the extent specifically indicated in the Contract
Documents to be the responsibility of others.
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 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.)
December 2, 1998, or date of Notice to Proceed, whichever is later.
If, prior to the commencement of the Work, the Owner requires time to file
mortgages, mechanic's liens and other security interest, the Owner's time
requirement shall be as follows:
3.2 The Contract Time shall be measured from the date of "Notice to
Proceed".
3.3 The Contractor shall achieve Substantial Completion of the entire Work
not later than 182 days from the date of Notice to Proceed, 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)
, 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.)
None
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
Eight Hundred Twenty-Five Thousand Three Hundred Forty-Five and 00/100
----- Dollars ($825,345.00), 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, attached a schedule of such other alternates
showing the amount for each and the date when that amount expires.)
Alternate #3 (Millwork Package) is included in this Contract. Owner reserves
the right to delete Millwork package work from this Contract. Includes Value
Engineering items referenced in Exhibit "B" attached.
ALTERNATE #1 (EXISTING BASEMENT/FOUNDATION WATERPROOFING)
ALTERNATE #2 (EXISTING RETAINING WALL FOUNDATION RETROFIT)
4.3 Unit prices, if any, are as follows:
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.
5.1.2 The period covered by each Application for Payment shall be one
calendar month ending on the last day of the month, or as follows:
5.1.3 Provided that an Application for Payment is received by the Architect
not later than the first (1st) day of a month, the Owner shall make payment
to the Contractor not later than the fifteenth (15th) day of the same 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 fifteen (15) 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 the 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 properly 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 ten percent (10%).
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 ten percent (10%) location;
.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 Work is thereafter 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 5.1.6.2 above, and this is not explained elsewhere in
the Contract Documents, insert here provisions for such reduction or
limitation.
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:
In accordance with Article 9.10 of the General Conditions, as further
modified by the Supplementary Conditions.
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.)
In accordance with Article 13.6 of the General Conditions, as further
modified by the Supplementary Conditions.
(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 requirements such as written disclosures or waivers.)
7.3 The Owner's representative is:
(Name, address and other information)
Ms. Xxxx Xxxxxx, President
Decatur First Bank
0000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
7.4 The Contractor's representative is:
(Name, address and other information)
X. Xxxxxxxx Folk
Xxxxxx Construction Company
000 Xxxxx Xxxxxx, XX
Xxxxxxx, Xxxxxxx 00000
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:
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 September 30, 1998, and are as
follows:
Document Title Pages
Supplementary Conditions CB-1 thru CB-24
(reference Exhibit "D" attached)
8.1.4 The Specifications are those contained in the Project Manual dated
as in Subparagraph 8.1.3, and are as follows: Reference Exhibit "C"
attached.
Section Title Pages
8.1.5 The Drawings are as follows, and are dated ____________________
unless a different date is shown below: Reference Exhibit "A" attached.
(Either list the Drawings here or refer to an exhibit attached to this
Agreement.)
Number Title Pages
8.1.6 The Addenda, if any, are as follows:
Number Date Pages
One (1) 10/19/98 2
Two (2) 10/23/98 1
Post Bid
Addendum (1) 12/07/98 1
Post Bid
Addendum (2) 12/09/98 1
Post Bid
Addendum (3) 12/28/98 1
Post Bid
Addendum (4) 01/28/99 1
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 Contractor's bid are not part of the Contract
Documents unless enumerated in this Agreement. They should be listed here
only if intended to be part of the Contract Documents.)
EXHIBIT "B", DECATUR FIRST BANK VALUE ENGINEERING 01-29-1999
This Agreement is entered into as of the day and year first written above
and is executed in at least there 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.
DECATUR FIRST BANK XXXXXX CONSTRUCTION COMPANY
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxxx
---------------------------------- -----------------------------------------
OWNER (Signature) CONTRACTOR (Signature)
Xxxx X. Tuner, President and CEO Xxxxxx X. Xxxxxxxx, Senior Vice President
---------------------------------- -----------------------------------------
(Printed name and title) (Printed name and title)
CAUTION: You should sign on original AIA document or a licensed reproduction,
Originals contain the AIA logo printed in red; licensed reproductions are those
produced in accordance with the instructions to this document.
