EXHIBIT 10.9
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AIA DOCUMENT A111-1997
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STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR
WHERE THE BASIS FOR PAYMENT IS THE COST OF THE WORK PLUS
A FEE WITH AN ESTIMATED COST
AGREEMENT made as of the Sixth day of November in the year Two Thousand One
(In words, indicate day, month and year)
BETWEEN the Owner: Islands Community Bank
(Name, address and other information) 0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx Xxxxxxxx
And the Contractor: Xxxxxxxxx Construction, Inc.
(Name, address and other information) 000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
The Project is: Main Office Renovation for Islands
(Name and location) Community Bank
The Architect is: ESD
(Name, address and other information) 0000 X. Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx 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, 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 15. If anything in the other Contract
Documents is inconsistent with this Agreement, this Agreement shall govern.
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 RELATIONSHIP OF THE PARTIES
The Contractor accepts the relationship of trust and confidence established
by this Agreement and covenants with the Owner to cooperate with the
Architect and exercise the Contractor's skill and judgment in furthering
the interests of the Owner; to furnish efficient business administration
and supervision; to furnish at all times an adequate supply of workers and
materials; and to perform the Work in an expeditious and economical manner
consistent with the Owner's interests. The Owner agrees to furnish and
approve, in a timely manner, information required by the Contractor and to
make payments to the Contractor in accordance with the requirements of the
Contract Documents.
ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
4.1 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.)
Project shall commence with a signed contract and the issuance of a
building permit.
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:
4.2 The Contract Time shall be measured from the date of commencement.
4.3 The Contractor shall achieve Substantial Completion of the entire Work
not later than 210 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),
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.)
ARTICLE 5 BASIS FOR PAYMENT
5.1 CONTRACT SUM
5.1.1 The Owner shall pay the Contractor the Contract Sum in current funds
for the Contractor's performance of the Contract. The Contract Sum
is the Cost of the Work as defined in Article 7 plus the
Contractor's Fee.
5.1.2 The Contractor's Fee is:
(State a lump sum, percentage of Cost of the Work or other provision
for determining the Contractor's Fee, and describe the method of
adjustment of the Contractor's Fee for changes in the Work.)
The amount for monthly General conditions is Five Thousand Thirty-
Six Dollars ($5,036.00), plus a Ten Percent (10%) fee calculated on
payroll and materials used by staff of Xxxxxxxxx Construction, Inc.,
with an Eight Percent (8%) fee calculated on subcontracts such as
HVAC, Plumbing, and Electrical, including labor and materials.
5.2. ESTIMATED COST
5.2.1 The sum of the Cost of the Work and the Contractor's Fee is
guaranteed by the Contractor not to exceed N/A Dollars ($N.A.),
subject to additions and deductions by Change Order as provided in
the Contract Documents. Such maximum sum is referred to in the
Contract Documents as the Guaranteed Maximum Price. Costs which
would cause the Guaranteed Maximum Price to be exceeded shall be
paid by the Contractor without reimbursement by the Owner
(Insert specific provisions if the Contractor is to participate in
any savings.)
N/A
5.2.2 The Estimated Cost is based on 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.)
N/A
5.2.3 Unit prices, if any, are as follows:
N/A
5.2.4 Allowances, if any, are as follows:
(Identify and state the amounts of any allowances, and state whether
they include labor, materials, or both.)
N/A
5.2.5 Assumptions, if any, on which the Estimated Cost is based are as
follows:
N/A
5.2.6 To the extent that the Drawings and Specifications are anticipated
to require further development by the Architect, the Contractor has
provided in the Estimated Cost for such further development
consistent with the Contract Documents and reasonably inferable
therefrom. Such further development does not include such things as
changes in scope, systems, kinds and quality of materials, finishes
or equipment, all of which, if required, shall be incorporated by
Requisition.
ARTICLE 6 CHANGES IN THE WORK
6.1 Adjustments to the Estimated Cost on account of changes in the Work
may be determined by any of the methods listed in Subparagraph 7.3.3
of AIA Document A201-1997.
6.2 In calculating adjustments to subcontracts (except those awarded with
the Owner's prior consent on the basis of cost plus a fee), the terms
"cost" and "fee" as used in Clause 7.3.3.3 of AIA Document
A201-1997 and the terms "costs" and "a reasonable allowance
for overhead and profit" as used in Subparagraph 7.3.6 of
AIA Document A201-1997 shall have the meanings assigned to them in
AIA Document A201-l997 and shall not be modified by Articles 5, 7 and
8 of this Agreement. Adjustments to subcontracts awarded with the
Owner's prior consent on the basis of cost plus a fee shall be
calculated in accordance with the terms of those subcontracts.
6.3 In calculating adjustments to the Estimated Cost, the terms "cost"
and "costs" as used in the above-referenced provisions of AIA
Document A201-1997 shall mean the Cost of the Work as defined in
Article 7 of this Agreement, and the terms "fee" and "a reasonable
allowance for overhead and profit" shall mean the Contractor's Fee as
defined in Subparagraph 5.1.2 of this Agreement.
6.4 If no specific provision is made in Paragraph 5.1 for adjustment of
the Contractor's Fee in the case of changes in the Work, or if the
Extent of such changes is such, in the aggregate, that application of
the adjustment provisions of Paragraph 5.1 will cause substantial
inequity to the Owner or Contractor, the Contractor's Fee shall be
equitably adjusted on the basis of the Fee established for the
original Work, and the Guaranteed Maximum Price shall be adjusted
accordingly.
ARTICLE 7 COSTS TO BE REIMBURSED
7.1 COST OF THE WORK The term Cost of the Work shall mean costs
necessarily incurred by the Contractor in the proper performance
of the Work. Such costs shall be at rates not higher than the
standard paid at the place of the Project except with prior consent
of the Owner. The Cost of the Work shall include only the items set
forth in this Article 7.
7.2 LABOR COSTS
7.2.1 Wages of construction workers directly employed by the Contractor to
perform the construction of the Work at the site or, with the Owner's
approval, at off-site workshops.
7.2.2 Wages or salaries of the Contractor's supervisory and administrative
personnel when stationed at the site with the Owner's approval. Due
to the extensive billing procedures required by the architect, it is
requested that the time of the administrative assistant (Xxx.
Xxxxxxxx X. Xxxxxxx) be reimbursed at billing time (20th-23rd) each
month and marked up at the employee rate of 10%.
(If is intended that the wages or salaries of certain personnel
stationed at the Contractor's principal or other offices shall be
included in the Cost of the Work, identify in Article 14 the
personnel to be included and whether for all or only part of their
time, and the rates at which their time will be charged to the Work.)
7.2.3 Wages and salaries of the Contractor's supervisory or administrative
personnel engaged, at factories, workshops or on the road, in
expediting the production or transportation of materials or equipment
required for the Work, but only for that portion of their time
required for the Work.
7.2.4 Costs paid or incurred by the Contractor for taxes, insurance,
contributions, assessments and benefits required by law or collective
bargaining agreements and, for personnel not covered by such
agreements, customary benefits such as sick leave, medical and health
benefits, holidays, vacations and pensions, provided such costs are
based on wages and salaries included in the Cost of the Work under
Subparagraphs 7.2.1 through 7.2.3.
7.3 SUBCONTRACT COSTS
7.3.1 Payments made by the Contractor to Subcontractors in accordance with
the requirements of the subcontracts. Ten Percent (10%) retainage
will be withheld on all subcontracts.
7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED
CONSTRUCTION
7.4.1 Costs, including transportation and storage, of materials and
equipment incorporated or to be incorporated in the completed
construction.
7.4.2 Costs of materials described in the preceding Subparagraph 7.4.1 in
excess of those actually installed to allow for reasonable waste and
spoilage. Unused excess materials, if any, shall become the Owner's
property at the completion of the Work or, at the Owner's option,
shall be sold by the Contractor. Any amounts realized from such
sales shall be credited to the Owner as a deduction from the Cost of
the Work.
7.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY
FACILITIES AND RELATED ITEMS
7.5.1 Costs, including transportation and storage, installation,
maintenance, dismantling and removal of materials, supplies,
temporary facilities, machinery, equipment, and hand tools not
customarily owned by construction workers, that are provided by the
Contractor at the site and fully consumed in the performance of the
Work; and cost (less salvage value) of such items if not fully
consumed, whether sold to others or retained by the Contractor. Cost
for items previously used by the Contractor shall mean fair market
value.
7.5.2 Rental charges for temporary facilities, machinery, equipment,, and
hand tools not customarily owned by construction workers that are
provided by the Contractor at the site, whether rented from the
Contractor or others, and costs of transportation, installation,
minor repairs and replacements, dismantling and removal thereof.
Rates and quantities of equipment rented shall be subject to the
Owner's prior approval. It is hereby requested that equipment rental
be treated as any other job materials used on the job site. It is
necessary from time to time to rent equipment not owned by the
company. This includes equipment owned by the company and charged to
the job to offset equipment expense.
7.5.3 Costs of removal of debris from the site.
7.5.4 Costs of document reproductions, facsimile transmissions and long-
distance telephone calls, postage and parcel delivery charges,
telephone service at the site and reasonable xxxxx cash expenses of
the site office.
7.5.5 That portion of the reasonable expenses of the Contractor's personnel
incurred while traveling in discharge of duties connected with the
work.
7.5.6 Costs of materials and equipment suitably stored off the site at a
mutually acceptable location, if approved in advance by the Owner.
7.6 MISCELLANEOUS COSTS
7.6.1 That portion of insurance and bond premiums that can be directly
attributed to this Contract:
7.6.2 Sales, use or similar taxes imposed by a governmental authority that
are related to the Work.
7.6.3 Fees and assessments for the building permit and for other permits,
licenses and inspections for which the Contractor is required by the
Contract Documents to pay.
7.6.4 Fees of laboratories for tests required by the Contract Documents,
except those related to defective or nonconforming Work for which
reimbursement is excluded by Subparagraph 13.5.3 of AIA Document
A201-1997 or other provisions of the Contract Documents, and which do
not fall within the scope of Subparagraph 7 7.3.
7.6.5 Royalties and license fees paid for the use of a particular design,
process or product required by the Contract Documents; the cost of
defending suits or claims for infringement of patent rights arising
from such requirement of the Contract Documents; and payments made in
accordance with legal judgments against the Contractor resulting from
such suits or claims and payments of settlements made with the
Owner's consent. However, such costs of legal defenses, judgments
and settlements shall not be included in the calculation 'of the
Contractor's Fee or subject to the Guaranteed Maximum Price. If such
royalties, fees and costs are excluded by the last sentence of
Subparagraph 3.17.1 of AIA Document A201-1997 or other provisions of
the ' Contract Documents, then they shall not be included in the Cost
of the Work.
7.6.6 Data processing costs related to the work.
7.6.7 Deposits lost for causes other than the Contractor's negligence or
failure to fulfill a specific responsibility to the Owner as set
forth in the Contract Documents.
7.6.8 Legal, mediation and arbitration costs, including attorneys' fees,
other than those arising from disputes between the Owner and
Contractor, reasonably incurred by the Contractor in the performance
of the Work and with the Owner's prior written approval; which
approval shall not be unreasonably withheld.
7.6.9 Expenses incurred in accordance with the Contractor's standard
personnel policy for relocation and temporary living allowances of
personnel required for the Work, if approved by the Owner.
7.7 OTHER COSTS AND EMERGENCIES
7.7.1 Other costs incurred in the performance of the Work if and to the
extent approved in advance in writing by the Owner.
7.7.2 Costs due to emergencies incurred in taking action to prevent
threatened damage, injury or loss in case of an emergency affecting
the safety of persons and property, as provided in Paragraph 10.6 of
AIA Document A201-1997.
7.7.3 Costs of repairing or correcting damaged or nonconforming Work
executed by the Contractor, Subcontractors or suppliers, provided
that such damaged or nonconforming Work was not caused by negligence
or failure to fulfill a specific responsibility of the Contractor and
only to the extent that the cost of repair or correction is not
recoverable by the Contractor from insurance, sureties,
Subcontractors or suppliers.
ARTICLE 8 COSTS NOT TO BE REIMBURSED
8.1 The Cost of the Work shall not include:
8.1.1 Salaries and other compensation of the Contractor's personnel
stationed at the Contractor's principal office or offices other than
the site office, except as specifically provided in Subparagraphs
7.2.2 and 7.2.3 or as may be provided in Article 14.
8.1.2 Expenses of the Contractor's principal office and offices other than
the site office.
8.1.3 Overhead and general expenses, except as may be expressly included in
Article 7.
8.1.4 The Contractor's capital expenses, including interest on the
Contractor's capital employed for the Work.
8.1.5 Rental costs of machinery and equipment, except as specifically
provided in Subparagraph 7.5.2.
8.1.6 Except as provided in Subparagraph 7.7.3 of this Agreement, costs due
to the negligence or failure to fulfill a specific responsibility of
the Contractor, Subcontractors and suppliers or anyone directly or
indirectly employed by any of them or for whose acts any of them may
be liable.
8.1.7 Any cost not specifically and expressly described in Article 7.
8.1.8 Costs, other than costs included in Requisitions approved by the
Owner, that would cause the Guaranteed Maximum Price to be exceeded.
Any Requisition (Change Order) must be submitted to owners for prior
approval.
ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS
9.1 Cash discounts obtained on payments made by the Contractor shall
accrue to the Owner if (1) before making the payment, the Contractor
included them in an Application for Payment and received payment
therefor from the Owner, or (2) the Owner has deposited funds with
the Contractor with which to make payments; otherwise, cash discounts
shall accrue to the Contractor. Trade discounts, rebates, refunds
and amounts received from sales of surplus materials and equipment
shall accrue to the Owner, and the Contractor shall make provisions
so that they can be secured.
9.2 Amounts that accrue to the Owner in accordance with the provisions of
Paragraph 9.1 shall be credited to the Owner as a deduction from the
Cost of the Work.
ARTICLE 10 (REVISED) SUBCONTRACTS AND OTHER AGREEMENTS
10.1 Those portions of the Work that the Contractor does not customarily
perform with the Contractor's own personnel shall be performed under
subcontracts or by other appropriate agreements with the Contractor.
The owner may designate specific persons or entities from whom the
Contractor shall obtain bids. The Contractor shall obtain bids from
Subcontractors and from suppliers of materials or equipment
fabricated especially for the Work and shall deliver such bids to the
Architect. The Owner shall then determine, with the advice of the
Contractor and the Architect, which bids will be accepted. The
Contractor shall not be required to contract with anyone to whom the
Contractor has reasonable objection.
ARTICLE 10 (REVISION) SUBCONTRACTS AND OTHER AGREEMENTS
10.1 All portions of the work, including work customarily performed by the
Contractor's own personnel, shall be quoted by a reasonable number of
subcontractors. If deemed appropriate by the owner, the work may be
performed by Contractor's personnel. The owner may designate
specific persons or entities from which the Contractor shall obtain
bids. If Owner's suggested Subcontractor's bid is accepted and
awarded, Subcontractor's work will be held to the same standards of
Contractor, by the Contractor. The Contractor shall obtain bids from
subcontractor and from suppliers of materials or equipment fabricated
especially for the work and shall deliver such bids to the Architect.
The Owner shall then determine, with the advice of the Contractor and
Architect, which bids will be accepted. The Contractor shall not be
required to contract with anyone to whom the Contractor has
reasonable objection. A Ten Percent (10%) retainage will be withheld
on all subcontractors.
10.2 If a specific bidder among those whose bids are delivered by the
Contractor to the Architect (1) is recommended to the Owner by the
Contractor; (2) is qualified to perform that portion of the Work; and
(3) has submitted a bid that conforms to the requirements of the
Contract Documents without reservations or exceptions, but the Owner
requires that another bid be accepted, then the Contractor may
require that a Requisition be issued to adjust the Estimated Cost by
the difference between the bid of the person or entity recommended to
the Owner by the Contractor and the amount of the subcontract or
other agreement actually signed with the person or entity designated
by the owner.
10.3 Subcontracts or other agreements shall conform to the applicable
payment provisions of this Agreement, and shall not be awarded on the
basis of cost plus a fee without the prior consent of the Owner.
ARTICLE 11 ACCOUNTING RECORDS
The Contractor shall keep full and detailed accounts and exercise such
controls as may be necessary for proper financial management under this
Contract, and the accounting and control systems shall be satisfactory to
the Owner. The Owner and the Owner's accountants shall be afforded access
to, and shall be permitted to audit and copy, the Contractor's records,
books, correspondence, instructions, drawings, receipts, subcontracts,
purchase orders, vouchers, memoranda and other data relating to this
Contract, and the Contractor shall preserve these for a period of three
years after final payment, or for such longer period as may be required by
law.
ARTICLE 12 PAYMENTS
12.1 PROGRESS PAYMENTS
12.1.1 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.
12.1.2 The period covered by each Application for Payment shall be one
calendar month ending on the last day of the month, or as follows:
12.1.3 Provided that an Application for Payment is received by the
Architect not later than the twenty-third (23rd) day of a month, the
Owner shall make payment to the Contractor not later than the tenth
(10th) day of the following 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 eighteen (18) days
after the Architect receives the Application for Payment.
12.1.4 With each Application for Payment, the Contractor shall submit
payrolls, xxxxx cash accounts, receipted invoices or invoices with
check vouchers attached, and any other evidence required by the
Owner or Architect to demonstrate that cash disbursements already
made by the Contractor on account of the Cost of the Work equal or
exceed (1) progress payments already received by the Contractor;
less (2) that portion of those payments attributable to the
Contractor's Fee; plus (3) payrolls for the period covered by the
present Application for Payment.
12.1.5 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 Estimated Cost among the various portions of the Work, except
that the Contractor's Fee shall be shown as a single separate item.
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.
12.1.6 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. The percentage of completion shall be
the lesser of (1) the percentage of that portion of the Work which
has actually been completed; or (2) the percentage obtained by
dividing (a) the expense that has actually been incurred by the
Contractor on account of that portion of the Work for which the
Contractor has made or intends to make actual payment prior to the
next Application for Payment by (b) the share of the Guaranteed
Maximum Price allocated to that portion of the Work in the schedule
of values.
12.1.7 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 Estimated Cost properly allocable to
completed Work as determined by multiplying the percentage of
completion of each portion of the Work by the share of the
Estimated Cost allocated to that portion of the Work in the
schedule of values. 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 Estimated Cost properly allocable to
materials and equipment delivered and suitably stored at the
site for subsequent incorporation in the work or, if approved
in advance by the Owner, suitably stored off the site at a
location agreed upon in writing;
.3 Add the Contractor's Fee, less retainage of Ten Percent (10%).
The Contractor's Fee shall be computed upon the Cost of the Work
described in the two preceding Clauses at the rate stated in
Subparagraph 5.1.2 or, if the Contractor's Fee is stated as a
fixed sum in that Subparagraph, shall be an amount that bears
the same ratio to that fixed-sum fee as the Cost of the Work in
the two preceding Clauses bears to a reasonable estimate of the
probable Cost of the Work upon its completion;
.4 Subtract the aggregate of previous payments made by the Owner;
and
.5 Subtract the shortfall, if any, indicated by the Contractor in
the documentation required by Paragraph 12.1.4 to substantiate
prior Applications for Payment, or resulting from errors
subsequently discovered by the Owner's accountants in such
documentation; and
.6 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.
12.1.8 Except with the Owner's prior approval, payments to Subcontractors
shall be subject to retainage of not less than Ten Percent (10%).
The Owner and the Contractor shall agree upon a mutually acceptable
procedure for review and approval of payments and retention for
Subcontractors.
12.1.9 In taking action on the Contractor's Applications for Payment, the
Architect shall be entitled to rely on the accuracy and completeness
of the information furnished by the Contractor and shall not be
deemed to represent that the Architect has made a detailed
examination, audit or arithmetic verification of the documentation
submitted in accordance with Subparagraph 12.1.4 or other supporting
data; that the Architect has made exhaustive or continuous on-site
inspections or that the Architect has made examinations to ascertain
how or for what purposes the Contractor has used amounts previously
paid on account of the Contract. Such examinations, audits and
verifications, if required by the Owner, will be performed by the
Owner's accountants acting in the sole interest of the Owner.
12.2 FINAL PAYMENT
12.2.1 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.
12.2.2 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: Final payment shall be processed with
the issuance of a Certificate of Substantial Completion.
12.2.3 The Owner's accountants will review and report in writing on the
Contractor's final accounting within 30 days after delivery of the
final accounting to the Architect by the Contractor. Based upon
such Cost of the Work as the Owner's accountants report to be
substantiated by the Contractor's final accounting, and provided the
other conditions of Subparagraph 12.2.1 have been met, the
Architect will, within seven days after receipt of the written
report of the Owner's accountants, either issue to the Owner a final
Certificate for Payment with a copy to the Contractor, or notify the
Contractor and Owner in writing of the Architect's reasons for
withholding a certificate as provided in Subparagraph 9.5.1 of the
AIA Document A201-1997.
The time periods stated in this Subparagraph 12.2.3 supersede those stated
in Subparagraph 9.4.1 of AIA Document A201-1997.
12.2.4 If the Owner's accountants report the Cost of the Work as
substantiated by the Contractor's final accounting to be less than
claimed by the Contractor, the Contractor shall be entitled to
demand arbitration of the disputed amount without a further decision
of the Architect. Such demand for arbitration shall be made by the
Contractor within 30 days after the Contractor's receipt of a copy
of the Architect's final Certificate for Payment; failure to demand
arbitration within this 30-day period shall result in the
substantiated amount reported by the Owner's accountants becoming
binding on the Contractor. Pending a final resolution by
arbitration, the Owner shall pay the Contractor the amount certified
in the Architect's final Certificate for Payment.
12.2.5 If, subsequent to final payment and at the Owner's request, the
Contractor incurs costs described in Article 7 and not excluded by
Article 8 to correct defective or nonconforming Work, the Owner
shall reimburse the Contractor such costs and the Contractor's Fee
applicable thereto on the same basis as if such costs had been
incurred prior to final payment, but not in excess of the Estimated
Cost. If the Contractor has participated in savings as provided in
Paragraph 5.2, the amount of such savings shall be recalculated and
appropriate credit given to the Owner in determining the net amount
to be paid by the Owner to the Contractor.
ARTICLE 13 TERMINATION OR SUSPENSION
13.1 The Contract may be terminated by the Contractor, or by the Owner
for convenience, as provided in Article 14 of AIA Document A201-
1997. However, the amount to be paid to the Contractor under
Subparagraph 14.1.3 of AIA Document A201-1997 shall not exceed the
amount the Contractor would be entitled to receive under Paragraph
13.2 below, except that the Contractor's Fee shall be calculated as
if the Work had been fully completed by the Contractor, including a
reasonable estimate of the Cost of the Work for Work not actually
completed.
13.2 The Contract may be terminated by the Owner for cause as provided in
Article 14 of AIA Document A201-1997. The amount, if any, to be
paid to the Contractor under Subparagraph 14.2.4 of AIA Document
A201-1997 shall not cause the Guaranteed Maximum Price to be
exceeded, nor shall it exceed an amount calculated as follows:
13.2.1 Take the Cost of the Work incurred by the Contractor to the date of
termination;
13.2.2 Add the Contractor's Fee computed upon the Cost of the Work to the
date of termination at the rate stated in Subparagraph 5.1.2 or, if
the Contractor's Fee is stated as a fixed sum in that Subparagraph,
an amount that bears the same ratio to that fixed-sum Fee as the
Cost of the Work at the time of termination bears to a reasonable
estimate of the probable Cost of the Work upon its completion; and
13.2.3 Subtract the aggregate of previous payments made by the Owner.
13.3 The Owner shall also pay the Contractor fair compensation, either by
purchase or rental at the election of the Owner, for any equipment
owned by the Contractor that the Owner elects to retain and that is
not otherwise included in the Cost of the Work under Subparagraph
13.2.1. To the extent that the Owner elects to take legal assignment
of subcontracts and purchase orders (including rental agreements),
the Contractor shall, as a condition of receiving the payments
referred to in this Article 13, execute and deliver all such papers
and take all such steps, including the legal assignment of such
subcontracts and other contractual rights of the Contractor, as the
Owner may require for the purpose of fully vesting in the Owner the
rights and benefits of the Contractor under such subcontracts or
purchase orders.
13.4 The Work may be suspended by the Owner as provided in Article 14 of
AIA Document A201-1997; in such case, the Guaranteed Maximum Price
and Contract Time shall be increased as provided in Subparagraph
14.3.2 of AIA Document A201-1997 except that the term "profit" shall
be understood to mean the Contractor's Fee as described in
Subparagraphs 5.1.2 and Paragraph 6.4 of this Agreement.
ARTICLE 14 MISCELLANEOUS PROVISIONS
14.1 Where reference is made in this Agreement to a provision 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.
14.2 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.)
None. We trust that we will be paid in a timely manner and rely on
the integrity of our client in regards to payment issues.
(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.)
14.3 The Owner's representative is:
(Name, address and other information.)
Xx. Xxxx Xxxxxx, Architect's Representative (000) 000-0000
Xx. Xxxxxxx X. Xxxxxxx, President, Islands Community Bank
(000) 000-0000
14.4 The Contractor's representative is:
(Name, address and other information.)
Xxxxx S, Xxxxxxxxx, President (000) 000-0000
Xxxxxxx X. Xxxxxxx, Project Manager (000)-000-0000 or (000) 000-0000
14.5 Neither the Owner's nor the Contractor's representative shall be
changed without ten days' written notice to the other party.
14.6 Other provisions:
It is hereby agreed that upon 50% completion of work the retainage
shall be reduced from 10%- 5% retainage.
ARTICLE 15 ENUMERATION OF CONTRACT DOCUMENTS
15.1 The Contract Documents, except for Modifications issued after
execution of this Agreement, are enumerated as follows:
15.1.1 The Agreement is this executed 1997 edition of the Standard Form of
Agreement Between Owner and Contractor, AIA Document A111-1997.
15.1.2 The General Conditions are the 1997 edition of the General
Conditions of the Contract for Construction, AIA Document A201-1997.
15.1.3 The Supplementary and other Conditions of the Contract are those
contained in the Project Manual dated _________________, and are as
follows:
Document Title Pages
15.1.4 The Specifications are those contained in the Project Manual dated
as in Subparagraph 15.1.3, and are as follows:
Section Title Pages
15.1.5 The Drawings are as follows, and are dated August 22, 2001
unless a different date is shown below:
(Either list the Drawings here or refer to an exhibit attached to
this Agreement.)
Number Title Pages
A0.0 COVER SHEET 8-22-01
A0.1 CODE DATA 8-22-01
A0.2 SITE DEMOLITION 8-22-0l
D-1 INT. DEMO 8-22-01
D-2 DEMO ELEVATION 8-22-01
A1.1 FLOOR PLAN 8-22-01
A1.3 ROOF PLANS 8-22-01
A1.4 REFLECTIVE CEILING PLANS 8-22-01
A2.2 ELEVATION 8-22-01
A3.0 WALL SECTION 8-22-01
A3.1 WALL SECTION 8-22-01
A3.2 WALL SECTION 8-22-01
A5.1 DOOR-SCHEDULE 8-22-0l
A6.1 FINISHED HARDWARE 8-22-01
A8.1 CABINET CASEWORK 8-22-01
A8.3 CABINET CASEWORK 8-22-01
P1.0 8-22-01
15.1.6 The Addenda, if any, are as follows:
Number Date Pages
Portions of Addenda relating to bidding requirements are not part of
the Contract Documents unless the bidding requirements are also
enumerated in this Article 15.
15.1.7 Other documents, if any, forming part of the Contract Documents are
as follows:
(List here any additional documents, such as a list of alternates,
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.)
See Attached Exhibit A - hereby made part of this contract.
Any reference to Guaranteed Maximum price shall hereby read as
Estimated Cost.
Any reference to Change Order shall hereby read as Requisition.
ARTICLE 16 INSURANCE AND BONDS
(List required limits of liability for insurance and bonds. AIA
Document A201-1997 gives other specific requirements for insurance
and bonds.)
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 (Signature) CONTRACTOR (Signature)
Xx. Xxxxxxx X. Xxxxxxx, President Xx. Xxxxx X. Xxxxxxxxx, President
Islands Community Bank Xxxxxxxxx Construction, Inc.
(Printed name and title) (Printed Name and title)
ISLANDS COMMUNITY BANK
EXHIBIT A
The Contractor shall provide the Pre-Construction Phase Services as follows:
Provide general assistance to the Owner and Architect/engineer on all aspects of
the PreConstruction Phase program.
Attend meeting with the Owner and Architect/Engineer during the Design
Development and Working Drawing Phase to advise on selection of materials,
building systems and equipment. Provide recommendations on construction
feasibility, availability of materials and labor, time requirements for
installation and construction, and factors related to cost including costs of
alternative designs or materials, preliminary budgets, and possible economies.
Develop a Project Time Schedule that coordinates and integrates the
Architect/Engineer's design efforts with the, overall project construction
schedule. Update the Project Schedule incorporating a detailed schedule for the
construction operations of the Project, including realistic activity sequences
and durations, allocation of labor and materials, processing of shop drawings
and samples, and delivery of products requiring long leadtime procurement.
Include the Owner's occupancy requirements showing portions of the Project
having occupancy priority.
Prepare a Project Budget as soon as major Project requirements have been
identified, and update periodically for the Owner's approval as the development
of the Drawings and Specifications proceeds, and advise the Owner and the
Architect/Engineer if it appears that the Project Construction Budget will not
be met and made recommendations for corrective action.
Review the Drawings and Specifications as they are being prepared and furnish
necessary quality control, value engineering, and constructability evaluations
recommending alternative solutions whenever design details affect construction
feasibility, cost or schedule.
Recommended for purchase and expedite the procurement of long lead items to
insure their delivery by the required dates.
Make recommendations to the Owner and the Architect/Engineer regarding the
division of Work in the Drawings and Specifications to facilitate the bidding
and awarding of subcontracts allowing for phased construction taking into
consideration such factors as time of performance, availability of labor,
overlapping trade jurisdictions, and provisions for temporary facilities.
Review the Drawings and Specifications with the Architect/Engineer to eliminate
areas of conflict and overlapping in the work to be performed by various
contractors.
Prepare pre-qualification criteria for subcontractor/material supplier bidders
and have all bidders pre-qualified and approved by the owner prior to requesting
prices from them. Develop Subcontractor interest in the project. Establish
bidding schedules and conduct pre-bid conferences as required to familiarize
bidders with the bidding documents and management techniques and with any
special systems, materials or methods
Along with the Owner and Architect, receive, tabulate and analyze competitive
bids on the Work on the various subcontractors. After analyzing the bids with
the Owner and Architect, award subcontracts.
The Contractor shall seek bids on all of the work from at least three (3)
selected subcontractors in groupings approved by himself, the Architect and the
owner; and if requested by either the Architect or Owner, the Contractor shall
seek bids from additional subcontractors. The manner and method by which the
Contractor will notify all subcontractors-bidders shall be subject to the prior
approval of the Owner. Where the Contractor wishes to perform a portion of the
work with his own organization, the Contractor shall submit his bid in respect
thereto. The Owner reserves the right to reject any and all subcontract bids
and to waive any informality in the bids or in the bidding.
The Contractor shall keep on his work, during its progress, a competent Project
Manager and Superintendent, both satisfactory to the Architect and Owner. The
Project Manager or Superintendent shall not be changed except with the consent
of the Architect and Owner, unless either proves to be unsatisfactory to the
Contractor and ceases to be in his employ. The Superintendent shall represent
the Project Manager in his absence, and all directions given to him shall be as
binding as if given to the Project Manager.
