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Resolution 485-1989 County Commission RESOLUTION NO. 485-1989 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, AUTHORIZING THE MAYOR/CHAIRMAN OF THE BOARD TO EXECUTE AN AGREEMENT BY AND BETWEEN ADVANCE STRUCTURES, INC. AND MONROE COUNTY CONCERNING THE CONSTRUCTION OF A MODULAR JAIL FACILITY BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, that the Mayor/Chairman of the Board is hereby authorized to execute an agreement by and between Advance Structures, Inc. and Monroe County concerning the construction of a modular jail facility, a copy of same being attached hereto. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 9th day of August, A.D. 1989. CJ 0 0::: c:> c ...r c..c tJ, n.. c,.. c.: ..q- - (..::J t.!J u :=J C; c::e: I.LJ ~ ~ LL- . BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By /J/I~~ Mayor/Chairman (Seal) Attest: DANNY L. KOLHAGE, Clerk APPROVED AS TO FORM ANr;VCY County Atty's Office T ij E A R I CAN NSTITUTE ARC HIT E C T S AlA Document AI07 Abbreviated Form of Agreement Between Owner and Contractor For CONSTRUCTION PROJECTS OF LIMITED SCOPE 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. This document includes abbreviated General Conditions and should not be used with other general conditions. It has been approved and endorsed by The Associated General Contractors of America. !ti AGREEMENT ~~ .'].\ '.'~ 1 i '" ~.',~: ~ ',,' . 1.," made as ofthe Fourth day of August Nineteen Hundred and Ei ghty Nine. BETWEEN the Owner: Board of County Commissioners (Name and address) County of ~1onroe Key West, FL 33040 in the year of -~~,~, :,oJ"".' "t".' :I:~': "". t..,". ~ ,(: -I' and the Contractor: (Name and address) Advance Structures, Inc. 550 S.W. 3rd Ave. Florida City, Florida 33034 The Project is: (Name and location) Forty Six (46) Inmate Reduced Custody Modular Housing Plantation Key, FL The Architect is: (Name and address) Gonzalez & Taylor Architects 412 Eaton Street Key West, FL 33040 Hansen Lind Meyer 800 North Magnolia Ave. Sui te 1100 Orlando, FL 32803-3866 f; ,,./ 'iiI" '.;( ....,., i ;~ XF I,:, :~ The Owner and Contractor agree as set forth below. Copyright 1936, 1951, 1958, 1961, 1963, 1966, 1974, 1978, @1987 by The American Institute of Architects, 1735 New York Avenue, N,W" Washington, D.C. 20006, Reproduction of the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will be subject to legal prosecution, AlA DOCUMENT A 107 · ABBREVIATED OWNER-CONTRACTOR AGREEMENT. NINTH EDITION' AlA" . @ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N,W" WASHINGTON, D,C. 20006 A107-1987 1 '.'. .\1, ..'" ~(tl" ''5''', " , ;J? ~ ARTIClE 1 THE WORK OF THIS CONTRACT 1.1 The Contractor shall execute the entire Work described in the Contrdct Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others, or as follows: The work consists of the construction of a concrete block modular relo- cateabJe jail structure of approximately 5500 square feet to house 46 inmates and four individual holding cells as more fully described in attached drawings and specifications. These plans have been approved by the Department of Corrections, State of Florida. .';', .:~~; . ..f t,.: ( .i, , 'J 'ii ;;1' I .1,< ,t ~I:.'.',i;,;.. ~: : :;... ~:: ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 2.1 The date of commencement is the date from which the Contract Time of Paragraph 2.2 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 pro- ceed issued by the Owner. (Insert tbe date of commem:ement, if it differs from tbe date of tbis Agreement or, if applicable, state that tbe date will be Jixed in a notice to proceed.) Five (5) days after date the building permit is issued.: 2.2 The Contractor shall achieve Substantial Completion of the entire Work not later than (Insert tbe calendar date or number of calendar days aJter tbe date oj commencement. Also insert any requirements for earlier Substantial Completion of certain por. tions of tbe Work, if not stated elsewhere in tbe Contract Documents.) Ninety (90) days after date of commencement. , subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert prot'isions, if any, fo liquidated damages relating to Jailure to complete on time.) ARTICLE 3 CONTRACT SUM " :lie ~J;" ',.j{ '~f'. ,I;: "iT ,~:: -::;,: . 9';- ".~,;, 3.1 The Owner shall pay the Contractor in current funds for the Contractor's performance of the Contract the Contract Sum of Si X Hundred Twenty Ei ght Thousand Seven Hundred Dollars ($ 628,700.00 ), subject to additions and deductions as provided in the Contract Documents, AlA DOCUMENT A107. ABBREVIATED OWNER-CONTRACTOR AGREEMENT' NINTH EDITION. AlA 0> . @ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW" WASHINGTON, D,C. 2()006 A107-1987 2 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 aa:eptea alternates, If decisions on other alternates are to he mode by the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for eadJ and the dale until which that amount is valid) NjA 3.3 Unit prices, if any, are as follows: N/A ';~" .~:.~ -' ..:If: .~~" ~Ii "0.<.. ./, t :~. ''4-' if r ii. f I t ,~i~, ' ~' '~. J;"f r 'fj ~ ,4 ..'j;!: .../ ~ iA- ARTICLE 4 PROGRESS PAYMENTS 4.1 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 else- where 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: 1. First draw for mobilization and general conditions to be submitted upon execution of this Agreement. 2. Additional draws every two weeks with 10% retainage for first 45 days and 5% thereafter. 4.2 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.) { t , ~.~. (Usury lau's and requirements under the Federal Trnth in Lending Act, similar state and local consumer credit lau's and other regulations attbe ()u>ner 's ami Contra<:lor 's principal places of business, the location of the Project and elst'U'here may affect the l'llilditv of this prrJ/'ision, Legal adl'ice should be ohtained u'itb respect to deletions or modificatirJ1lS, and also regarding requirements such as u'rillen disclosures or uoail'ers) AlA DOCUMENT A107' ABBREVIATED OWNER.CONTRACTOR AGREEMENT. NINTH EDITION' AlA'" . @ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20006 A107-1987 3 ':'_." - ;:~"',..f~'" ARTICLE 5 FINAL PAYMENT 5.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when the Work has been completed, the Contract fully performed, and a fmal Certificate for Payment has been issued by the Architect. ARTICLE 6 ENUMERATION OF CONTRACT DOCUMENTS 6.1 The Contract Documents are listed in Article 7 and, except for Modifications issued after execution of this Agreement, are enumerated as follows: 6.1.1 The Agreement is this executed Abbreviated Form of Agreement Between Owner and Contractor, AlA Document AI07, 1987 Edition. 6.1.2 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated , and are as follows: Document Tide Pages All conditions and specifications are contained in attached plans. .~ ':{ ,,w.-: ;'ifi .~ '((' ,~ ;~. f I I ," ~: I .?:.. ~~~ ~, ;1:" f' :[.' ~::. ~;~, :.;; 6.1.3. The Specifications are those contained in the Project Manual dated as in Subparagraph 6,1,2, and are as follows: (Either list the Specifications here or refer to an exhibit aI/ached to this Agreement.) Section Tide Pages See 6. 1. 2 AlA DOCUMENT A 107 . ABBREVIATED OWNER-CONTRACTOR AGREEMENT. MNTH EDITION' AlA ~ . @ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N,W" WASHINGTON, D,C. 20006 A107-1987 4 t. ;0.,',; 6.1.4 The Drawings are as follows, and are dated (Either list tbe Drawings here or refer to an e:dJibit attached to tbis Agreemenl) unless a different date is shown below: ~o Number Title Date See attached plans 6.1.5 The Addenda, if any, are as follows: Number Date Pages .~. " >iif'~ Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 6. 6.1.6 Other documents, if any, forming part of the Contract Documents are as follows: (List any additional documents wbicb are intended to form part of tbe Contract Documents) ; ,. ',j,-li.~ :I" i ,~c{ 1:. ."1."':..',.. ' '.'.. , " . ,\ ..,~:i: ~~," ~f :~-~ ;i;.'(, ~~, ''lr'' 11>; ~~,',';,' ~ ," '. .~ ~; ":! :t.:' AlA DOCUMENT A107. ABBREVIATED OWNER-CONTRACTOR AGREEMENT' NINTH EDITION' AlA" . (fJ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N,W.. WASHINGTON, D,C. 20006 A107-1987 5 _..:~7~:... I GENERAL CONDITIONS ARTICLE 7 CONTRACT DOCUMENTS 7.1 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, 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 bind- ing as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Docu- ments and reasonably inferable from them as being necessary to produce the intended results, 7.2 The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and Contractor, (2) between the Owner and a Subcontractor or Sub-subcontractor or (3) between any persons or entities other than the Owner and Contractor. " 7.3 Execution of the Contract by the Contractor is a represen- tation that the Contractor has visited the site and become famil- iar with the local conditions under which the Work is to be performed, 7.4 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. ARTICLE 8 OWNER 8.1 The Owner shall furnish surveys and a legal description of the site. 8.2 Except for permits and fees which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or permanent changes in existing facilities. 8.3 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, by a written order, may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been 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, ARTICLE 9 CONTRACTOR 9.1 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 Contract Documents give other specific instructions concerning these matters, 9.2 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equip- ment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 9.3 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, 9.4 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 permit- ted 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 require- ments, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage, If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment, 9.5 Unless otherwise provided in the Contract Documents, the Contractor shall pay sales, consumer, use, and other similar taxes which are legally enacted when bids are received or nego- tiations concluded, whether or not yet effective or merely scheduled to go into effect, and 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. 9.6 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations, and lawful orders of public authorities bearing on 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, 9.7 The Contractor shall be/responsible to the Owner for the acts and omissions of the Contractor's employees, Subcontrac- tors and their agents and employees, and other persons per- forming portions of the Work under a contract with the Contractor. AlA DOCUMENT A107. ABBREVIATED OWNER.CONTRACTOR AGREEMENT. NINTH EDITION. AlA It . @ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 173'; NEW YORK AVENUE, N,W.. WASHINGTON, D,C 20006 A107-1987 6 ;,' 9.8 The Contractor shall review, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reason- able promptness. The Work shall be in accordance with approved submittals. When professional certification of per- formance criteria of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon the accuracy and completeness of such certifications. 9.9 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 materials. 9.10 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. 9.11 The Contractor shall pay all royalties and license fees; shall defend suits or claims for infringement of patent rights and shall hold the Owner 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 manufac- turer or manufacturers is required by the Contract Documents unless the Contractor has reason to believe that there is an infringement of patent. 9.12 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Architect, Archi- tect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, includ- ing but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, dam- age, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible prop- erty (other than the Work itself) including loss of use resulting therefrom, but only to the extent caused in whole or in part by 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 idemnity which would otherwise exist as to a party or person described in this Paragraph 9.12, '-~; ." ';:~ '~. l ~%, .~ .~i 1 .~ ~,~,: t ,I f ~ I ",1 :it _. 9.12.1 In claims against any person or entity indemnified under this Paragraph 9.12 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 indemnifica- tion obligation under this Paragraph 9, 12 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. 9.12.2 The obligations of the Contractor under this Paragraph 9.12 shall not extend to the liability of the Architect, the Archi- tect's consultants, and agents and employees of any of them arising out of (1) the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, Construction Change Directives, designs or specifications, or (2) the giving of or the failure to give directions or instructions by the Architect, the Architect's consultants, and agents and employees of any of them provided such giving or failure to give is the primary cause of the injury or damage, ARTICLE 10 ADMINISTRATION OF THE CONTRACT 10.1 The Architect will provide administration of the Contract and will be the Owner's representative (1) during construction, (2) until fmal payment is due and (3) with the Owner's concur- rence, from time to time during the correction period described in Paragraph 18. 1 10.2 The Architect will visit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the completed Work and to determine in general if the Work is being performed in a manner indicat- ing that the Work, when 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 quality or quantity of the Work. On the basis of on- site observations as an architect, the Architect will keep the Owner informed of progress of the Work and will endeavor to guard the Owner against defects and deficiencies in the Work, 10.3 The Architect will not have control over or charge of and will not be responsible for construction means, methods, tech- niques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility as provided in Paragraphs 9.1 and 16,1. The Architect will not be responsible for the Contrac- tor's failure to carry out the Work in accordance with the Con- tract Documents, 10.4 Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. 10.5 The Architect will interpret and decide matters concern- ing performance under and requirements of the Contract Docu- ments on written request of either the Owner or Contractor. The Architect will make initial decisions on all claims, disputes or other matters in question between the Owner and Contrac- tor, but will not be liable for results of any interpretations or decisions rendered in good faith. The Architect's decisions in matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. All other deci- sions of the Architect, except those which have been waived by making or acceptance of fmal payment, shall be subject to arbitration upon the written demand of either party. 10.6 The Architect will have authority to reject Work which does not conform to the Contract Documents. 10.7 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. 10.8 All claims or disputes between the Contractor and the Owner arising out or relating to the Contract, or the breach thereof, shall be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbi- tration Association currently in effect unless the parties mutu- ally agree otherwise and subject to an initial presentation of the claim or dispute to the Architect as required under Paragraph 10. S, Notice of the demand for arbitration shall be filed in writ- ing with the other party to this Agreement and with the Ameri- can Arbitration Association and shall be made within a reason- able time after the dispute has arisen, The award rendered by 7 A107-1987 AlA DOCUMENT A107' ABBREVIATED OWNER-CONTRACTOR AGREEMENT' NINTH EDITION' AlA ~ . @ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1755 NEW YORK AVENUE, N,W. WASHINGTON, I),c. 20006 the arbitrator or arbitrators shall be fmal, and 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 arbitration arising out of or relating to the Contract Documents shall include, by con. solidation, joinder or in any other manner, any person or entity not a party to the Agreement under which such arbitration arises, unless it is shown at the time the demand for arbitration is ftled that (1) such person or entity is substantially involved in a common question of fact or law, (2) the presence of such per. son 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 be specifically enforceable under applicable law in any court having jurisdiction thereof. ARTICLE 11 SUBCONTRACTS 11.1 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. 11.2 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. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. Con. tracts between the Contractor and Subcontractors shall (1) require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contrac. tor by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by the Contract Documents, assumes toward the Owner and Architect, and (2) allow to the Subcon- tractor the benefit of all rights, remedies and redress afforded to the Contractor by these Contract Documents. ARTICLE 12 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS I' f/ iI' .,...,' J; J:' 12.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other por- tions 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 else- where in the Contract Documents. 12.2 The Contractor shall afford the Owner and separate con- tractors reasonable opportunity for the introduction and stor. age of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Con- tract Documents. 12.3 Costs caused by delays, improperly timed activities or defective construction shall be borne by the party responsible therefor. ARTiClE 13 CHANGES IN THE WORK 13.1 The Owner, without invalidating the Contract, may order changes in the Work consisting of additions, deletions or modi. fications, 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. 13.2 The Contract Sum and Contract Time shall be changed only by Change Order. 13.3 The cost or credit to the Owner from a change in the Work shall be determined by mutual agreement. ARTICLE 14 TIME 14.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Con- tractor confums that the Contract Time is a reasonable period for performing the Work. 14.2 The date of Substantial Completion is the date certified by the Architect in accordance with Paragraph 15.3, 14.3 If the Contractor is delayed at any time in progress of the Work by changes ordered in the Work, by labor disputes, fire, unusual delay in deliveries, abnormal adverse weather condi. tions 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 Contract Time shall be extended by Change Order for such rea- sonable time as the Architect may determine. ARTICLE 15 PAYMENTS AND COMPLETION 15.1 Payments shall be made as provided in Articles 4 and 5 of this Agreement. 15.2 Payments may be withheld on account of (I) defective Work not remedied, (2) claims fded by third parties, (3) failure of the Contractor to make payments properly to Subcontrac. tors or for labor, materials or equipment, (4) reasonable evi- dence that the Work cannot be completed for the unpaid bal. ance of the Contract Sum, (5) damage to the Owner or another contractor, (6) reasonable evidence that the Work will not be completed within the Contract Time and that the unpaid bal- ance would not be adequate to cover actual or liquidated dam- ages for the anticipated delay, or (7) persistent failure to carry out the Work in accordance with the Contract Documents. 15.3 When the Architect agrees that the Work is substantially complete, the Architect will issue a Certificate of Substantial Completion. 15.4 Final payment shall not become due until the Contractor has delivered to the Owner a complete release of all liens arising out of this Contract or receipts in full covering all labor, mate- rials and equipment for which a lien could be ftled, or a bond satisfactory to the Owner to indemnify the Owner against such AlA DOCUMENT A107. ABBREVIATED OWNER.CONTRACTOR AGREEMENT. NINTH EDITION. AIA~ . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N,W., WASHINGTON. D,C. 20006 A107.1987 8 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 all costs and reasonable attorneys' fees, 15.5 The making of fmal payment shall constitute a waiver of claims by the Owner except those arising from: .1 liens, claims, security interests or encumbrances aris- ing 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. Acceptance of final payment by the Contractor, a Subcontrac- tor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identi- fied by that payee as unsettled at the time of fmal Application for Payment, ARTICLE 16 PROTECTION OF PERSONS AND PROPERTY 16.1 The Contractor shall be responsible for initiating, main- taining, and supervising all safety precautions and programs in connection with the performance of the Contract, The Con- tractor 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 incor- porated 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 at the site 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 Subpara- graphs 16.1.2 and 16,1.3, except for damage or loss artributable 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 obliga- tions of the Contractor are in addition to the Contractor's obli- gations under Paragraph 9.12. 1&.2 The Contractor shall not be required to perform without consent any Work relating to asbestos or polychlorinated biphenyl (PC 3), ARTICLE 17 INSURANCE 17.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the junsdiction in which the Project is located insurance for protection from claims under workers' or workmen's compen- sation acts and other employee benefit acts which are applic- able, claims for damages because of bodily injury, including death, and from 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 any- one directly or indirectly employed by any of them, This insur- ance 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 insur- ance applicable to the Contractor's obligations under Paragraph 9,12, Certificates of such insurance shall be f11ed with the Owner prior to the commencement of the Work, 17.2 The Owner shall be responsible for purchasing and main- taining the Owner's usual liability insurance. Optionally, the Owner may purchase and maintain other insurance for self- protection against claims which may arise from operations under the Contract. The Contractor shall not be responsible for purchasing and maintaining this optional Owner's liability insurance unless specifically required by the Contract Documents, 17.3 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance upon the entire Work at the site to the full insurable value thereof, This insurance shall be on an all- risk policy form and shall include interests of the Owner, the Contractor, Subcontractors and Sub-subcontractors in the Work and shall insure against the perils of fire and extended coverage and physical loss or damage including, without dupli- cation of coverage, theft, vandalism and malicious mischief. 17.4 A loss insured under Owner's property insurance shall be adjusted with the Owner and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to the requirements of any applicable mortgagee clause. 17.5 The Owner shall file a copy of each policy with the Con- tractor before an exposure to loss may occur. Each policy shall contain a provision that the policy will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Contractor. 17.6 The Owner and Contractor waive all rights against each other and the Architect, Architect's consultants, separate con- tractors described in Article 12, if any, and any of their subcon- tractors, sub-subcontractors, agents and employees, for dam- ages caused by fire or other perils to the extent covered by property insurance obtained pursuant td this Article 17 or any other property insurance applicable to the Work, except such rights as they may have to the proceeds of such insurance held by the Owner as fiduciary. The Contractor shall require similar waivers in favor of the Owner and the Contractor by Subcon- tractors and Sub-subcontractors, The Owner shall require simi- lar waivers in favor of the Owner and Contractor by the Archi- tect, Architect's consultants, separate contractors described in Article 12, if any, and the subcontractors, sub-subcontractors, agents and employees of any of them. ARTICLE 18 CORRECTION OF WORK 18.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether observed before or after Sub- stantial Completion and whether or not fabricated, installed or completed, and shall correct any Work found to be not in accordance with the requirements of the Contract Documents within a period of one year from the date of Substantial Com- 9 A107.1987 AlA DOCUMENT A107. ABBREVIATED OWNER-CONTRACTOR AGREEMENT' NINTH EDITION' AlA'" . @ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D,C. 20006 . pletion 'of the Contract or by terms of an applicable special war- ranty required by the Contract Documents, The provisions of this Article I H apply to Work done by Subcontractors as well as to Work done by direct employees of the Contractor, 18.2 Nothing contained in this Article 18 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Docu- ments, Establishment of the time period of one year as described in Paragraph 18,1 relates only to the specific obliga- tion of the Contractor to correct the Work, and has no relation- ship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to estab. lish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work, ARTICLE 19 MISCELLANEOUS PROVISIONS 19.1 The Contract shall be governed by the law of the place where the Project is located, 19.2 As between the Owner and the Contractor, any appli- cable 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 fmal Certifi- cate for Payment for acts or failures to act occurring subsequent to the relevant date of Substantial Com- pletion and prior to issuance ofthe final Certificate for Payment; and .3 not later than the date of the relevant act or failure to act by the Contractor for acts or failures to act occur- ring after the date of the final Certificate for Payment. ~, 'i.' k ,..,-. 'i'~ i- .!1': .j: ~. -; ,...../. , -, ,~~ ;;!i j..., >;). ...'. '.~' .~;; ?t; " ~', ~ l ~I ~~' :): p' ~ :1 ~, ';I i~ (, ARTICLE 20 TERMINATION OF THE CONTRACT 20.1 If the Architect fails to recommend paymeIlt t'or a period of 50 days through no fault of the Contractor, or if the Owner fails to mah' payment thereon for a period of 50 days, the Con- tractor mav, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construc- tion equipment and machinery, including reasonable overhead, profit and damages applicable to the Project. 20.2 If the Contractor defaults or persistently fails or neglects to carry out the Work in accordance with the Contract Docu- ments or fails to perform a provision of the Contract, the Owner, after seven 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 cost thereof, including compensation for the Architect's services and expenses made necessary thereby, from the payment then or thereafter due the Contractor, Alternatively, at the Owner's option, and upon certification by the Architect that sufficient cause exists to justify such action, the Owner may 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 method the Owner may deem expedient. 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, such excess shall be paid to the Contractor, but if such costs exceed such unpaid balance, the Contractor shall pay the difference to the Owner. AlA DOCUMENT A107' ABBREVIATED OWNER-CONTRACTOR AGREEMENT. NINTH EDITION' AlA'" . @ 19117 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW. WASHINGTON, D,C. 2()o06 r: ~. ~:' ~~ A107-1987 10 :,--r' ARTICLE 21 OTHER CONDITIONS OR PROVISIONS ~, (SEAL) A 70 101IIII ~ ATIEST: DANNY L. KOLHAGE, CLERK p,v " A" ,'rn~/... OfficI! BY: Deputy Clerk " " This Agreement entered into as of the day and year first written above. OWNER CO~OR ~~C.~ (Signature) (Signature) ',( (Printed name and tit/e) Paul A. Toppi no , I." Executive Vice President AlA DOCUMENT A 107 . ABBREVIATED OWNER-CONTRACTOR AGREEMENT. NINTH EDITION' AlA" . @ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.w., WASHINGTON, D,C. 20006 10/87 (Printed name and tit/e) t .:~ 11 A107-1987 i