Exhibit 10.44
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AIA Document A101
Standard Form of Agreement Between
Owner and Contractor
where the basis of payment is a
STIPULATED SUM
1987 EDITION
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION
WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR
MODIFICATION.
The 1987 Edition of AIA Document A201, General conditions of
Contract for Construction, is adopted in this document by
reference. Do not use with other general conditions unless
this document is modified.
This document has been approved and endorsed by The
Associated General Contractors of America.
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AGREEMENT made as of the Second day of September in the year of Nineteen Hundred
and Ninety Seven
BETWEEN the Owner: Pacific Aerospace & Electronics, Inc.
000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
and the Contractor: Xxxx & Long General Contractors, Inc.
0000 Xxxxxx Xxxx Xxxxxxx
X.X. Xxx 0000
Xxxx Xxxxxxxxx, XX 00000
The Project is: Four Story Xxxxxx Xxxxxxxx
Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, XX
The Architect is: Xxxxxxx, Kroese, Johnson, Xxxxx
000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
The Owner and the Contractor agree as set forth below.
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 9.
ARTICLE 2
THE WORK OF THIS CONTRACT
The Contractor shall execute the entire Work described in the Contract
Documents, except to the extent specifically indicated in the Contract Documents
to be the responsibility of others, or as follows:
Structure as Specifically Indicated In The Combined architectural And Structural
Documents By Xxxxxxx, Kroese, Johnson, Xxxxx Architectural Group.
Site Development, Heating And Ventilating, Electrical As Specifically Indicated
In The Combined Documents By Xxxxxxxx And Associates, 000 XxXxx Xxxxxx, Xxxx
Xxxxxxxxx, XX 00000.
ARTICLE 3
DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
3.1 The date of commencement is the date from which the Contract Time of
Paragraph 3.2 is measured, and shall be the date of this Agreement, as first
written above, 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.
*Acquisition Of Required Construction Permits And Payment Of Fees.
Unless the date of commencement is established by a notice to proceed issued by
the Owner, the contractor shall notify the Owner in writing not less than five
days before commencing the Work to permit the timely filing of mortgages,
mechanic's liens and other security interests.
*Or September 3, 1997 Which Ever Occurs First.
3.2 The Contractor shall achieve Substantial Completion of the entire Work not
later than
270 days.
*Subject to adjustments of this Contract Time as provided in the Contract
Documents.
ARTICLE 4
CONTRACT SUM
4.1 The Owner shall pay the Contractor in current funds for the Contractor's
performance of the Contract the Contract sum of Two Million Five Hundred Twenty
Thousand Seven Hundred Sixty Plus WSST Dollars ($2,520,760.00 plus WSST),
subject to additions and deductions as provided in the Contract Documents.
4.2 The Contract Sum is based upon the following:
1. Permits And Utility Fees: Building Permits, Plan Check Fees, Utility
Service, Connection And Plant Investment Fees Are To Be Obtained And Paid
For By The Owner, Therefore The Cost Of Same Is Not A Part Of This
Contract.
4.3 Unit prices, if any, are as follows:
None
ARTICLE 5
PROGRESS PAYMENTS
5.1 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.
5.2 The period covered by each Application for Payment shall be one calendar
month ending on the last day of the month, or as follows:
5.3 Provided an Application for Payment is received by the Architect not later
than the 5th (Fifth) day of a month, the Owner shall make payment to the
Contractor not later than the 20th (Twentieth) day the Same month. If an
Application for Payments is received by the Architect after the application date
fixed above, payment shall be made by the Owner not later than 15 (Fifteen) days
after the Architect receives the Application for Payment.
5.4 Each Application for Payment shall be based upon the schedule of values
submitted by the Contractor in accordance with the Contract Documents. The
schedule of values shall allocate the entire Contract Sum among the various
portions of the Work and be prepared in such form and supported by such data to
substantiate its accuracy as the Architect may require. This schedule, unless
objected to by the Architect, shall be used as a basis for reviewing the
Contractor's Applications for Payment.
5.5 Applications for Payment shall indicate the percentage of completion of each
portion
of the Work as of the end of the period covered by the Application for Payment.
5.6 Subject to the provisions of the Contract Documents, the amount of each
progress payment shall be computed as follows:
5.6.1 Take that portion of the Contract Sum properly allocable to completed Work
as determined by multiplying the percentage completion of each portion of the
Work by the share of the total Contract Sum allocated to that portion of the
Work in the schedule of values, less retainage of Five (5) percent. Pending
final determination of cost to the Owner of changes in the Work, amounts not in
the dispute may be included as provided in Subparagraph 7.3.7 of the General
Conditions even though the Contract Sum has not yet been adjusted Change Order;
5.6.2 Add that portion of the Contract Sum properly allocable to materials and
equipment delivered and suitably stored at the site for subsequent incorporation
in the completed construction (or, if approved in advance by the Owner, suitably
stored off the site at a location agreed-upon in writing), less retainage of
Five (5) percent.
5.6.3 Subtract the aggregate of previous payments made by the Owner, and
5.6.4 Subtract amounts, if any, for which the Architect has withheld or
nullified a Certificate for Payment as provided in Paragraph 9.5 of the General
Contract.
5.7 The progress payment amount determined in accordance with Paragraph 5.6
shall be further modified under the following circumstances:
5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase
the total payments to One Hundred percent (100%) of the Contract Sum, less such
amounts as the Architect shall determine for incomplete Work and unsettled
claims, and
5.7.2 Add, if final completion of the Work is thereafter materially delayed
through no fault of the contractor, any additional amounts payable in accordance
with Subparagraph 9.10.3 of the General Contract.
5.8 Reduction of limitation of retainage, if any, shall be as follow:
Retainage Shall Be Withheld Up To 50% Of The Contract Amount, Thereafter The
Remaining Applications For Payment Shall Not Be Subject To Retainage.
ARTICLE 6
FINAL PAYMENT
Final payment, constituting the entire unpaid balance of the Contract Sum, shall
be made by the Owner to the Contractor when (1) the Contract has been fully
performed by the
Contractor except for the Contractor's responsibility to correct nonconforming
Work as provided in Subparagraph 12.2.2 of the General Conditions and to satisfy
other requirements, if any, which necessarily survive final payment; and (2) a
final Certificate for Payment has been issued by the Architects; such final
payment shall be made by the Owner not more than 30 days after the issuance of
the Architect's final Certificate for Payment, or as follows:
2% Above Prime Interest As Set Forth By Cashmere Valley Bank On The Payment Due
Date.
ARTICLE 7
MISCELLANEOUS PROVISIONS
7.1 Where reference is made in this Agreement to a provision of the General
Conditions or another contract Document, the 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 the time at the place where the Project is located.
7.3 Other provisions:
Retainage Shall Be Deposited Monthly In A Dedicated Interest Bearing Account At
Cashmere Valley Bank Solely For This Project.
ARTICLE 8
TERMINATION OR SUSPENSION
8.1 The Contract may be terminated by the Owner or the Contractor as provided in
Article 14 of the General Conditions.
8.2 The Work may be suspended by the Owner as provided in Article 14 of the
General Conditions.
ARTICLE 9
ENUMERATION OF CONTRACT DOCUMENTS
9.1 The Contract Documents, except for Modifications issued after execution of
this Agreement, are enumerated as follows:
9.1.1 The Agreement is this executed Standard Form of Agreement Between Owner
and Contractor, AIA Document A101, 1987 Edition.
9.1.2 The General Conditions are the General Conditions of the Contract for
Construction,
AIA Document A201, 1987 Edition.
9.1.3 The Supplementary and other Conditions of the Contract are those contained
in the Project Manual dated ___________, and are as follows:
Document Title Pages
Dwg. SD-1 Site Development 1
Dwg. A-1 Thru X-00 Xxxxxxxxxxxxx 00
Xxx. X-0 Thru S-9 Structural 9
Dwg. Xxxxxxxx Site Plan 1
Dwg. M-1 Thru M-4 HVAC 4
9.1.4 The Specifications are those contained in the Project manual dated as in
Subparagraph 9.1.3, and are as follows:
Section Title Pages
All Specifications Are Contained In The Body Of The Drawings As A Part There-Of.
9.1.5 The Drawings are as follows, and are dated ___________ unless a different
date is shown below:
Number Title Date
Dwg. SD-1 Site Development 0-00-00
Xxx. X-0 Xxxx X-00 Xxxxxxxxxxxxx 0-00-00
Xxx. X-0 Thru S-9 Structural 8-13-97
Dwg. Xxxxxxxx Site Plan 0-00
Xxx. X-0 Xxxx M-4 HVAC 6-27-97
9.1.6 The addenda, if any, are as follows:
Number Date Pages
1 8-25-97 2
- 9-4-97 Sheet S4
Portions of addenda relating to bidding requirements are not part of the
Contract Documents unless the bidding requirements are also enumerated in this
Article 9.
9.1.7 Other documents, if any, forming part of the Contract Documents are as
follows:
See Article 9.1.3
The Fourth Floor Is Completed To The Extent Indicated By Note On Drawing Sheet
A-5 With The Following Exceptions:
1. Electrical Distribution Panels Are Not Included.
2. Metal Gage Framing For Interior Ceilings And Partition Walls Is
Included.
3. Gypsum Wall Board For Interior Ceilings And Partition Walls Is Included.
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.
OWNER CONTRACTOR: Xxxx & Long
General Contractors, Inc.
/s/ XXXXXX X. XXXXXX /s/ XXXXX XXXXXX
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(Signature) (Signature)
XXX X. XXXXXX, President/CEO XXXXX XXXXXX, President
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(Printed name and Title) (Printed name and title)
