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HomeMy WebLinkAboutAgr 1997-02-20 (Corporate Environments)AIA Document A177 Abbreviated Form of Agreement Between Owner and Contractor for FURNITURE, FURNISHINGS AND EQUIPMENT where the Basis of Payment is a STIPULATED SUM 1990 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED. This document includes abbreviated General Conditions and should not be used with other general conditions. AGREEMENT made as of the twentieth day of February in the year of (In words, indicate day, month and year) Nineteen Hundred and Ninety- seven BETWEEN the Owner: (Name and address) and the Contractor: (Name and address) TOWN OF TIBURON 1155 Tiburon Boulevard Tiburon, CA 94920 CORPORATE ENVIRONMENTS 1600 Canada Lane Woodside, CA 94062 The Project is: Furniture for: (Name and location) The Tiburon Town Hall 1505 Tiburon Boulevard (at Mar West) Tiburon, CA 94920 The Architect is: Susan Travis (Name and address) Interior Sources 12 Apollo Road Tiburon, CA 94920 The Owner and Contractor agree as set forth below. Portions of this document are derived from AIA Document A107, Abbreviated Form of Agreement Between Owner and Contractor, copyright 1936, 1951, 1958, 1961, 1963, 1966, 1974, 1978, ©1987 by The American Institute of Architects, and AIA Document A271, General Conditions of the Contract for Furniture, Furnishings and Equipment, copyright 1977, ©1990 by The American Institute of Architects and The American Society of Interior Designers. Material in AIA Document A177 differing from that found in AIA Documents A107 and A271 is copyrighted 1980, ©1990 by The American Institute of Architects and The American Society of Interior Designers. Reproduction of the material herein or substan- tial quotation of its provisions without written permission of AIA and ASID violates the copyright laws of the United States and will be subject to legal prosecution. AIA DOCUMENT A177 • ABBREVIATED OWNER-INTERIORS CONTRACTOR AGREEMENT • 1990 EDITION • AIA° ©1990 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20006-5209 .,~~.5 ASID© • ©1990 • THE AMERICAN SOCIETY OF INTERIOR DESIGNERS, 608 MASSACHUSETTS AVENUE, N.E., WASHINGTON, D.C. 20002 • WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A177-1990 1 A12TIrI F , THE WORK OF THIS CONTRACT 1.1 The Contractor shall execute the entire Work described in the Contract Documents, except to the extent specifically in- dicated in the Contract Documents to be the responsibility of others, or as follows: The Accepted Bid is summarized in Exhibit A, which items, including freight, tax and bonds are as follows: F-01, F-02, FL-01 through FL-07, FP-01, & FY-02 TOTAL. l ARTIM F 9 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 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.) 2.2 The Contractor shall achieve Substantial Completion of the entire Work not later than April 30, 1997 (Insert the calendar date or number of calendar days after the date of commencement. Also insert any requirements for earlier ubstantia o e zon o ertain portions of the Work, if not stated elsewhere in the Contract Documents.) or such date as extended by mutual agreement , subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert provisions, if an~)~ for liquidated damages relating to failure to complete on time.) ARTIr_l P 'I CONTRACT SUM 3.1 The Owner shall pay the Contractor in current funds for the Contractor's performance of the Contract the Contract Sum of Dollars .25 subject to additions and deductions as provided in the Contract Documents. AIA DOCUMENT A177 • ABBREVIATED OWNER-INTERIORS CONTRACTOR AGREEMENT • 1990 EDI'T'ION • AIA° ©1990 • TILE AMERICAN INSTITUTE OF ARCHITECTS, 1135 NEW YORK AVENUE, NW, WASHINGTON, D.C. 2ooo6-5209 ASID° • ©1990 • THE AMERICAN SOCIE'T'Y OF INTERIOR DESIGNERS, (SOH MASSACHUSETTS AVENUE, N.E., WASHINGTON, D.C. 20(x)2 • WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A177-1990 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 accepted alternates. If decisions on other alternates are to be made by the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date until which that amount is valid.) None 3.3 Unit prices, if any, are as follows: See Exhibit A 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 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: 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 an'V) N/A (17sur), laws and requirements under the Federal Trutb 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.) AIA DOCUMENT A177 - ABBREVIATED OWNER-INTERIORS CONTRACTOR AGREEMENT - 1990 EDITION - AIA° ©1990 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW. WASHINGTON, D.C. 20006-5209 AS110 • ©1(0) - THE AMERICAN SOCIETY OF INTERIOR DESIGNERS, 008 MASSACHUSETTS AVENUE, N.E., WASHINGTON, D.C. 20002 - WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A177-1990 3 A QT1~`I C C 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 final Certificate for Payment has been issued by the Architect. A QTIl%1 C C 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, AIA Document A177, 1990 Edition. 6.1.2 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated January 13, 1997 and are as follows: Document Title Pages See Exhibit B Supplementary Conditions to the Abbreviated Form of Agreement between Owner and Contractor 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 attached to this Agreement.) Section Title Pages Furniture Specifications as contained in the Furniture Bid Documents AIA DOCUMENT A177 • ABBREVIATED OWNER-INTERIORS CONTRACTOR AGREEMENT • 1990 EDITION • AIA° ©1990 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW, WASHINGTON, D.C. 20006-5209 ASID° • ©KXX) • THE AMERICAN SOCIETY OF INTERIOR DESIGNERS, 008 MASSACHUSETTS AVENUE, N.E., WA.SI IINGTON, D.C. 20002 • WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A177-1990 4 6.1.4 The Drawings are as follows, and are dated January 13 , 19 9 7 unless a different date is shown below: (Either list the Drawings here or refer to an exhibit attached to this Agreement.) Number Title Date A2.5 First Floor Furnishing Plan A2,6 6.1.5 The addenda, if any, are as follows: Number Addendum #1 Addendum #2 Second Floor Furnishing Plan Date 1-13-97 1-23-97 Pages 1 1 Portions of addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 6. 6.1.6 Other documents, if any, forming part of the Contract Documents are as follows: (List any additional documents which are intended to P)rm part of the Contract Documents.) Exhibit A, Bid Recommendations, Dated February 13, 1997 (6 pages) AIA DOCUMENT A177 • A13BREVIATED OWNER-INTERIORS CONTRACTOR AGREEMENT • 1990 EDITION • AIA° ©1990 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW, WASHINGTON, D.C. 20006-5209 A.SID° • ©19% • THE AMERICAN SOCIETY OF INTERIOR DESIGNERS, 608 MASSACHUSETTS AVENUE, N.E., WASHINGTON, D.C. 20002 • WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A177-1990 5 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 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 com- pletion of the Work by the Contractor. The Contract Docu- ments are complementary, and what is required by one shall be as binding as if required by all; performance by the Con- tractor shall be required only to the extent consistent with the Contract Documents 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 Project premises or, if the Project premises have not yet been constructed, has reviewed the documents pertaining thereto, and become familiar with local conditions under which the Work is to be performed. 7.4 The term "Work" means the furniture, furnishings and equipment required by the Contract Documents, whether completed or partially completed, and includes fabrication, transportation, installation, and all other services, labor and materials 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 information, including drawings, describing physical characteristics of the Project premises, and shall indicate areas which the Contractor may utilize. 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 use or occupancy of permanent structures or for 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 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 the means, methods, techniques, sequences and procedures of fabrica- tion, transportation and installation and for coordinating all portions of the Work under the Contract, unless Contract Documents give other specific instructions concerning these matters. 9.2 In addition to the Contractor's representations under Paragraph 7.3, the Contractor shall, prior to shipment, delivery and installation, visit and inspect the Project premises in order to confirm the conditions under which the Work is to be per- formed, verify the stage of completion of the Project premises, determine availability of facilities for access, delivery, transpor- tation and storage, and correlate these observations with the requirements of the Contract Documents. 9.3 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, fur- niture, furnishings and equipment, tools, installation equip- ment and machinery, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 9.4 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. 9.5 The Contractor warrants to the Owner and Architect that materials, furniture, furnishings and equipment supplied under the Contract will be of good quality and new unless other- wise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the qual- ity required or permitted, and that the Work will conform with the requirements of the Contract Documents. Work not con- forming to these requirements, including substitutions not properly approved and authorized, may be considered defec- tive. 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 satisfac- tory evidence as to the kind and quality of materials, furniture, furnishings and equipment. 9.6 Unless otherwise provided in the Contract Documents, the Contractor shall pay sales, consumer, use and similar taxes which are legally enacted when bids are received or negotia- tions concluded, whether or not yet effective or merely scheduled to go into effect, and shall secure and pay for per- mits, governmental fees, licenses and inspections necessary for proper execution and completion of the Work. 9.7 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful AIA DOCUMENT A177 • ABBREVIATED OWNER-INTERIORS CONTRACTOR AGREEMENT • 1990 EDITION • AIA° 91990 • THE AMERICAN INSTITUTE OF ARCIHTECI'S, 1735 NEW YORK AVENUE, NW, WASHINGTON, D.C. 20006-5209 ASID° • ©l~~X) • TI IE AMERICAN SOCIETY OF INTERIOR DESIGNERS, 608 MASSACHUSETTS AVENUE, N.E., WASHINGTON, D.C. 20002 • WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A177-1990 6 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. 9.8 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons perform- ing portions of the Work under a contract with the Contractor. 9.9 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. 9.10 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 Proj- ect premises waste materials, rubbish, the Contractor's tools, installation equipment, machinery and surplus materials. 9.11 The Contractor shall provide the Owner and Architect access to the Work wherever it is in preparation or progress, before, during and after delivery to the premises and in any stage of completion. 9.12 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 manufacturer or manufacturers is required by the Contract Documents unless the Contractor has reason to believe that there is an infringement of patent. 9.13 To the fullest extent permitted by law, the Contractor shall 'indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (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 indemnity which would otherwise exist as to a party or, person described in this Paragraph 9.13. 9.13.1 In claims against any person or entity indemnified under this Paragraph 9.13 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 indem- nification obligation under this Paragraph 9.13 shall not be limited by a limitation on amount or type of damages, com- pensation 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. 9.13.2 The obligations of the Contractor under this Paragraph 9.13 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 drawings, opinions, reports, Change Orders, Change Directives, designs or specifications, or (2) the giving of or the failure to give direc- tions or instructions by the Architect, the Architect's con- sultants, 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 Con- tract and will be the Owner's representative (1) during per- formance of the Work, (2) until final payment is due and (3) with the Owner's concurrence, from time to time during the correction period described in Paragraph 18.1. 10.2 The Architect will visit the Project premises at intervals appropriate to the progress of the Work 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 indicating that the Work, when completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or con- tinuous inspections at the Project premises to check quality or quantity of the Work. On the basis of such 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 the means, methods, tech- niques, sequences or procedures of fabrication, procurement, transportation or installation, 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 17.1. The Architect will not be responsible for the Con- tractor's failure to carry out the Work in accordance with the Contract 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 Documents on written request of either the Owner or Con- tractor. The Architect will make initial decisions on all claims, disputes or other matters in question between the Owner and Contractor, but will not be liable for results of any interpreta- tions or decisions rendered in good faith. The Architect's deci- sions on matters relating.to aesthetic effect will be final if con- sistent with the intent expressed in the Contract Documents. All other decisions of the Architect, except those which have been waived by making or acceptance of final payment, shall be subject to arbitration upon the written demand of either party. 10.6 The Architect will recommend to the Owner rejection of 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 informa- tion given and the design concept expressed in the Con- tract Documents. AIA DOCUMENT A177 • ABBREVIATED OWNER-INTERIORS CONTRACTOR AGREEMENT • 1990 EDITION • AIA© ©1990 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW, WASHINGTON, D.C. 20006-5209 ASID© • ©19W • THE AMERICAN SOCIETY OF INTERIOR DESIGNERS, 608 MASSACHUSETTS AVENUE, N.E., WASHINGTON, 7 A177-1990 D.C. 20002 9 WARNING: Unlicensed ohotocopyinq violates U.S. copyright laws and Is subject to legal prosecution. 10.8 All claims or disputes between the Contractor and the Owner arising out of or relating to the Contract, or the breach thereof, shall be settled by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbi- tration Association currently in effect unless the parties mutually agree otherwise and subject to an initial presenta- tion of the claim or dispute to the Architect as required under Paragraph 10.5. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association and shall be made within a reasonable time after the dispute has arisen. The award rendered by the arbitrator or arbitrators shall be final, 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 consolidation, joinder or in any other manner, any person or entity not a party to the Agree- ment under which such arbitration arises, unless it is shown at the time the demand for arbitration is filed that (1) such person or entity is substantially involved in a common ques- tion of fact or law, (2) the presence of such person or entity is required if complete relief is to be accorded in the arbitra- tion, (3) the interest or responsibility of such person or entity in the matter is not insubstantial, and (4) such person or enti- ty 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 refer- red 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, purchase order or other authorization with the Con- tractor to perform a portion of the Work at the Project prem- ises, or to fabricate, transport, supply or install a portion of the Work for the Project. 11.2 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as prac- ticable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of the Sub- contractors 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. Contracts between the Contractor and Subcontrac- tors shall (1) require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by the Contract Docu- ments, assumes toward the Owner and Architect, and (2) allow to the Subcontractor the benefit of all rights, remedies and redress afforded to the Contractor by these Contract Documents. ARTICLE 12 RELATED ACTIVITIES OF OWNER OR OF SEPARATE CONTRACTORS 12.1 The Owner reserves the right to perform activities related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other activities on the Project premises under con- ditions 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 addi- tional cost is involved because of such action by the Owner, the Contractor shall make such claim as provided elsewhere in the Contract Documents. 12.2 The Contractor shall afford the Owner and separate con- tractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's activities with theirs as required by the Contract Documents. 12.3 Costs caused by delays, defects or improperly timed activities shall be borne by the party responsible therefor. ARTICLE 13 INSTALLATION 13.1 Unless otherwise provided in the Contract Documents, installation shall be performed during normal working hours prevailing at the location of the Project. 13.2 The Owner shall provide adequate facilities for delivery, unloading, staging and storage of furniture, furnishings and equipment in accordance with a mutually agreed-upon sched- ule, and shall provide reasonable access to the Project prem- ises for the above activities. The Owner shall provide secu- rity against loss and damage to materials, furniture, furnishings and equipment stored at the Project premises. 13.3 The Owner shall inspect the Work upon delivery for the sole purpose of identifying furniture, furnishings and equip- ment and of verifying quantities delivered. Such inspections are not final and do not constitute acceptance of, or taking charge or control over, furniture, furnishings or equipment. 13.4 Receipt shall not be construed as acceptance of furniture, furnishings or equipment prior to installation and Substan- tial Completion unless the Owner specifically accepts in writing. If any previously inspected or accepted Work is found to be defective or damaged or not in conformance with the Contract Documents, through no fault of the Owner, the Owner may refuse or revoke acceptance. 13.5 The Contractor shall employ such labor and such means and methods of carrying out the Work as are required by con- ditions relating to delivery, installation and labor. ARTICLE 14 CHANGES IN THE WORK 14.1 The Owner, without invalidating the Contract, may order changes in the Work consisting of additions, deletions or modifications, 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 Change Directive signed by the Owner and Architect. 14.2 The Contract Sum and Contract Time shall be changed only by Change Order. 14.3 The cost or credit to the Owner from a change in the Work shall be determined by mutual agreement. AIA DOCUMENT A177 • ABBREVIATED OWNER-INTERIORS CONTRACTOR AGREEMENT • 19(x) EDITION • AIA© ©1990 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW, WASHINGTON, D.C. 20006-5209 A.SID° • ©1") • THE AMERICAN SOCIETY OF INTERIOR DESIGNERS, 608 MASSACHUSETTS AVENUE, N.E., WASHINGTON, D.C. 20002 • WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A177-1990 8 ARTICLE 15 TIME 15.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Con- tractor confirms that the Contract Time is a reasonable period for performing the Work. 15.2 The date of Substantial Completion is the date certified by the Architect in accordance with Paragraph 16.3. 15.3 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 conditions 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 reasonable time as the Architect may determine. ARTICLE 16 PAYMENTS AND COMPLETION 16.1 Payments shall be made as provided in Articles 4 and 5 of this Agreement. 16.2 Payments may be withheld on account of (1) defective Work not remedied, (2) claims filed 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 balance 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 balance would not be adequate to cover actual or liquidated damages for the anticipated delay, or (7) persis- tent failure to carry out the Work in accordance with the Con- tract Documents. 16.3 When the Architect agrees that the Work is substantially complete, the Architect will issue a Certificate of Substan- tial Completion. 16.4 Final payment shall not become due until the Contrac- tor has delivered to the Owner a complete release of all liens arising out of this Contract or receipts in full covering all labor, materials, furniture, furnishings and equipment for which a lien could be filed, or a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be com- pelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 16.5 The making of final payment shall constitute a waiver of claims by the Owner except those arising from: .1 liens, claims, security interests or encumbrances arising 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 or a Subcon- tractor shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 17 PROTECTION OF PERSONS AND PROPERTY 17.1 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, furniture, furnishings and equipment to be incorporated therein; and .3 other property at the Project premises 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 Project premises caused in whole or in part by the Contractor, a Sub- contractor, a Sub-subcontractor, or anyone directly or indi- rectly employed by any of them, or by.anyone for whose acts they may be liable and for which the Contractor is responsi- ble under Subparagraphs 17.1.2 and 17.1.3, except for damage or loss attributable to acts or omissions of the Owner or Archi- tect or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contrac- tor. The foregoing obligations of the Contractor are in addi- tion to the Contractor's obligations under Paragraph 9.13. 17.2 The Contractor shall not be required to perform without consent any Work relating to asbestos or polychlorinated biphenyl (PCB). ARTICLE 18 INSURANCE 18.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located insurance for protection from claims under workers' or workmen's com- pensation acts and other employee benefit acts which are applicable, 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 anyone directly or indirectly employed by any of them. This insurance shall be written for not less than limits of lia- bility specified in the Contract Documents or required by law, whichever coverage is greater, and shall include contractual liability insurance applicable to the Contractor's obligations under Paragraph 9.13. Certificates of such insurance shall be filed with the Owner prior to the commencement of the Work. 18.2 The Owner shall be responsible for purchasing and maintaining 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 lia- bility insurance unless specifically required by the Con- tract Documents. AIA DOCUMENT A177 • ABBREVIATED OWNER-INTERIORS CONTRACTOR AGREEMENT • 1990 EDITION • AIAS ©1990 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW, WASHINGTON, D.C. 20006-5209 ASID® • 91990 • THE AMERICAN SOCIETY OF INTERIOR DESIGNERS, 608 MASSACHUSETTS AVENUE, N.E., WASHINGTON, 9 A177-1990 D.C. 20002 • WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. 18.3 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 Proj- ect premises to the full insurable value thereof. This insurance shall be on an all-risk policy forth 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 duplication of coverage, theft, vandalism and malicious mischief. 18.4 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, sub- ject to the requirements of any applicable mortgagee clause. 18.5 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. 18.6 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 sub- contractors, sub-subcontractors, agents and employees, for damages caused by fire or other perils to the extent covered by property insurance obtained pursuant to this Article 18 or other property insurance applicable to the Work, except such rights as they 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 similar waivers in favor of the Owner and Contractor by the Architect, Architect's consultants, separate contractors described in Article 12, if any, and the subcontractors, sub- subcontractors, agents and employees of any of them. 18.7 Partial occupancy or use shall not commence until the insurance company or companies providing property insur- ance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written con- sent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. ARTICLE 19 CORRECTION OF WORK 19.1 The Contractor shall promptly correct Work rejected by the Owner 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 Docu- ments within a period of one year from the date of Substan- tial Completion of the Contract or by terms of an applicable special warranty required by the Contract Documents. 19.2 Nothing contained in this Article 19 shall be construed to establish a period of limitation with respect to other obliga- tions which the Contractor might have under the Contract Documents. Establishment of the time period of one year as described in Paragraph 19.1 relates only to the specific obliga- tion of the Contractor to correct the Work, and has no rela- tionship 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 establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. ARTICLE 20 MISCELLANEOUS PROVISIONS 20.1 The Contract shall be governed by the law of the place where the Project is located. 20.2 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 final Cer- tificate for Payment for acts or failures to act Occur- ring subsequent to the relevant date of Substantial Completion and prior to issuance of the final Cer- tificate 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 occurring after the date of the final Certificate for Payment. ARTICLE 21 TERMINATION OF THE CONTRACT 21.1 If the Architect fails to recommend payment for a period of 30 days through no fault of the Contractor, or if the Owner fails to make payment thereon for a period of 30 days, the Contractor may, 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, furniture, furnishings, equipment, tools, and installation equipment and machinery, including reasonable overhead, profit and damages applicable to the Project. 21.2 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 Project premises and of all materials, furniture, furnishings, equipment, tools, and installation 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 Con- tract Sum exceeds costs of finishing the Work, including com- pensation for the Architect's services and expenses made necessary thereby, such excess shall be paid to the Contrac- tor, but if such costs exceed such unpaid balance, the Con- tractor shall pay the difference to the Owner. AIA DOCUMENT A177 • ABBREVIATED OWNER-INTERIORS CONTRACTOR AGREEMENT • 1990 EDITION • AIA° ©1990 • THE, AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5209 ASID® • ©1990 • THE AMERICAN SOCIETY OF INTERIOR DESIGNERS, 608 MASSACHUSETTS AVENUE, N.E., WASHINGTON, D.C. 20002 0 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A177-1990 10 e QTlf`I c 0392 OTHER CONDITIONS OR PROVISIONS 22,l As noted on the Bid Forms., "The Owner reserves, the right to reject or accept any bid items, whichever may be in the best interest of the Owner," Acceptance herein of the bids outlined in Exhibit A does not obligate the Owner to purchase any or all of the bid items listed. 22.2 Contractor's "Duration of Price Guaranty" noted on the bid form is understood to permit the Owner extended dates to purchase various items as the Owner's budget allows and at stated Bid Price, These dates may be extended by mutual agreement. 22.3 Subject to mutual agreement, final payment may be paid in installments, This Agreement entered into as of the day and year first written above. - OWNER A le /l CONTRACIR (Signature) V ature) ROBERT L. KLEINERT, TOWN MANAGER PATRICIA DEL GAVIO, PRESIDENT (Printed name and title) (Printed name and title) CAUTION: You should sign an original AIA document which has this caution printed in red. An original assures that changes will not be obscured as may occur when documents are reproduced. AIA DOCUMENT A177 • ABBREVIATED OWNER-INTERIORS CONTRACTOR AGREEMENT • 1990 EDITION • AIA° ©1990 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW, WASHINGTON, D.C. 200()6-52O<) ASID© • ©1990 • THE AMERICAN SOCIETY OF INTERIOR DESIGNERS, (A)8 MASSACHUSETTS AVENUE, N.E., WASHINGTON, D.C. 20(x)2 9 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A177-1990 11 SUPPLEMENTARY CON UITIONS TO THE ABBREVIATED FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR 1.1 GENERAL A. The following, is supplemental, modifies, changes, deletes from or adds to the Abbreviated Form of Agreement Between Owner and Contractor, AIA Document A177, 1990 Edition. Where any Article of the Abbreviated Form of Agreement. Between Owner and Contractor is modified or an\ paragraph, subparagraph or clause thereof is modified or deleted by these Supplementary Conditions, the unaltered provisions of that Article, paragraph, subparagraph or clause shall remain in effect. 1.2 MODIFICATIONS 1.0 ABBREVIATED FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR A. In the entire ABBREVIATED FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR, where the word "architect" occurs, replace with "designer". B. At Article 9 CONTRACTOR change the following: 9.13 At line 2, after the word "indemnify", add defend". At line 1 1, delete the word "negligent". C. At Article 10 A[)MINISTRATION OF CONTRACT change the following: 10.5 At lines 1, 4 & 7 replace the phrase "The Designer" with "Based on the Designer's recommendation,, the owner". At line delete the words "either" and "owner or". At line 10, replace the word "Designer" with the word "Owner". D. 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L- I ~ N _N N ri. f~ 4.4 fL4 N G~ 4.4 L1. 4-, ISi N ~O i ~ I ~ N I I N ~ i ~ I N V W C/1 ,N 10 O O .O i0 C) C) O O r-a O Lz., ~ j Q) eA c~ az ~o M oW~ oo~ ~ w w oa ~ ~Q H~ EXHIBIT B No. of Pages Instructions to Bidders 1-5 ASID Document ID330. 1994 Edition Supplementary Instructions to Bidders 1 Bid Form 1-3 Furnishings & Fixtures Costs 1-3 General Conditions of the Contract for Furniture, Furnishings 1-21 and Equipment ASID Document 1D-' )20. 1994 Edition Supplementary General Conditions 1-5 Summary of Work 1-3 Furniture Specifications 1