Agreement Between Architect and Owner

Contract for Construction of a Building with Architect to be Owner's Representative during the Construction Period

Agreement made on the (date), between

(Name of Owner), a corporation organized and existing under the laws of the state of , with its principal office located at (street address, city, state, zip code), referred to herein as Owner, and

(Name of Contractor), a corporation organized and existing under the laws of the state of , with its principal office located at (street address, city, state, zip code), referred to herein as Contractor.

1. Definitions

Wherever used in these general conditions or in the other Contract Documents, the following terms shall have the meanings indicated that shall be applicable to both the singular and plural:

A. Agreement. The written Agreement between Owner and Contractor covering the Work to be performed. The Contract Documents will be attached to and made a part of the Agreement.

B. Application for Payment. The form furnished by Architect that is to be used by Contractor in requesting progress payments and that is to include the schedule of values required by Article 14, Paragraph A and an affidavit of Contractor that progress payments previously received from Owner on account of the Work have been applied by Contractor to discharge in full all of Contractor's obligations incurred in connection with the Work covered by all prior applications for payment.

C. Bid. The offer or proposal of the bidder submitted on the prescribed form setting forth the prices for the Work to be performed.

D. Bidder. Any person, firm, corporation, or other entity submitting a bid for the Work.

E. Bonds. Bid, performance, and payment bonds and other instruments of security furnished by Contractor its surety in accordance with the Contract Documents.

F. Change Order. A written order to Contractor signed by Owner authorizing an addition, deletion, or revision in the Work or an adjustment in the Contract price or the Contract time issued after execution of the Agreement.

G. Contract Documents. The Agreement, the Contractor's bid, the bonds, the notice of award, specifications, drawings, and modifications.

H. Contract Price. The total moneys payable to Contractor under the Contract Documents.

I. Contract Time. The number of calendar days stated in the Agreement for the completion of the Work.

J. Contractor. The person, firm, corporation, or other entity with whom Owner has executed the Agreement.

K. Drawings. The drawings that show the character and scope of the Work to be performed and that have been prepared or approved by Architect and are referred to in the Contract Documents.

L. Architect. The person, firm, corporation, or other entity named as such in the Agreement.

M. Field Order. A written order issued by Architect that clarifies or interprets the Contract Documents in accordance with Article 9, Paragraph C or orders minor changes in the Work in accordance with Article 10, Paragraph B.

N. Modification.

1. A written amendment of the Contract Documents signed by both parties,

2. A change order,

3. A written clarification or interpretation issued by Architect in accordance with Article 9, Paragraph C, or

4. A written order for a minor change or alteration in the Work issued by Architect pursuant to Article Ten, Paragraph B. A modification may only be issued after execution of the Agreement.

O. Notice of Award. The written notice by Owner to Contractor that Contractor is the successful bidder and that on compliance with the conditions precedent to be fulfilled by Contractor within the time specified, Owner will execute and deliver the Agreement to it.

P. Owner. The corporation for whom the Work is to be performed.

Q. Project. The entire construction to be performed as provided in the Contract Documents.

R. Resident Project Representative. The authorized representative of Architect who is assigned to the project site or any part of the project site.

2. Preliminary Matters

A. Award. The award of the Contract has been made to Contractor

B. Execution of Agreement. At least three counterparts of this Agreement and such other Contract Documents as practicable will be signed by Owner and Contractor. Architect will identify those portions of the Contract Documents not so signed and such identification will be binding on all parties. Owner, Contractor and Architect will each receive an executed counterpart of the Contract Documents.

C. Delivery of Bonds. Simultaneously with the execution and delivery of this Agreement, Contractor will deliver to Owner the required bonds.

D. Forfeiture of Bid Security. Failure of the Contractor to deliver the required bonds within days of the execution of this Agreement shall be just cause for Owner to annul the notice of award and declare the bid and any security for the bid forfeited.

E. Copies of Documents. Owner will furnish to Contractor up to copies of the specifications and drawings as are reasonably necessary for the execution of the Work. Additional copies will be furnished on request at the cost of reproduction.

F. Before Starting Work.

1. Within days after execution of the Agreement, Contractor will submit to Architect for approval, an estimated progress schedule indicating the starting and completion dates of the various stages of the Work, and a schedule of shop drawing submissions.

2. Before starting the Work, Contractor will furnish Owner and Architect certificates of insurance as required by Article 5; and a conference will be held to review the above schedules, to establish procedures for handling shop drawings and other submissions and for processing applications for payment, and to establish a working understanding between the parties as to the project.

3. Before undertaking the Work, Contractor will carefully study and compare the Contract Documents and check and verify all figures shown on such Documents and all field measurements.

G. Qualification of Subcontractors and Suppliers.

1. Within days after the execution of this Agreement, Contractor will submit to Owner and Architect for acceptance a list of the names of subcontractors and such other persons and organizations proposed for those portions of the Work.

2. If Owner or the Architect has reasonable objection to and refuses to accept any subcontractor, person, or organization on such list, Contractor will submit an acceptable substitute and the contract price shall be increased or decreased by the difference in cost occasioned by such substitution and an appropriate change order shall be issued.

H. Starting the Work.

1. Contractor will start the Work on the date on which the Agreement is executed and delivered or on such other date, if any, as may be specified in the Agreement. Owner may give Contractor a written notice to proceed stating a different date on which it is expected that Contractor will start the Work, but such date shall not be more than days after the date of execution and delivery of the Agreement.

2. The Contract time shall commence to run on the date when the Work is to start as provided in Subparagraph H(1) of this Article 2.

3. At least 10 days prior to submitting the first application for payment, Contractor shall submit a schedule of values as required by Article 14, Paragraph A.

3. Correlation, Interpretation, and Intent of Contract Documents

A. Intent of Specifications and Drawings. It is the intent of the specifications and drawings to describe a complete project to be constructed in accordance with the Contract Documents. The Contract Documents comprise the entire Agreement between Owner and Contractor. They may be altered only by a modification.

B. Conflict, Error, or Discrepancy in Contract Documents. The Contract Documents are complementary; what is called for by one is as binding as if called for by all.

4. Availability of Lands; Subsurface Conditions; Reference Points

A. Availability of Lands.

1. Owner will furnish, as indicated in the Contract Documents and not later than the date when needed by Contractor, the lands on which the Work is to be done, rights-of-way for access to such lands, and such other lands that are designated for the use of Contractor.

2. Owner will, on request, furnish to Contractor copies of all available boundary surveys and subsurface tests.

B. Unforeseen Subsurface Conditions. Contractor will promptly notify Owner and Architect in writing of any subsurface or latent physical conditions at the site differing materially from those indicated in the Contract Documents.

C. Reference Points. Owner will establish such general reference points as in its judgment will enable Contractor to proceed with the Work.

5. Bonds and Insurance

A. Performance and Payment Bonds. Contractor will furnish performance and payment bonds as security for the faithful performance and payment of all its obligations under the Contract Documents.

B. Contractor's Liability Insurance. Contractor will purchase and maintain such insurance as will protect it from claims under Workers' compensation laws, disability benefit laws or other similar employee benefit laws; from claims for damages because of bodily injury, occupational sickness or disease, or death of its employees; and from claims for injury to or destruction of tangible property.

Coverage notice days: days prior written notice.

C. Owner's Liability Insurance. Owner will be responsible for purchasing and maintaining its own liability insurance.

D. Property Insurance.

1. Unless otherwise provided, Owner will purchase and maintain property insurance upon the project to the full insurable value of the project.

2. Owner will purchase and maintain such boiler and machinery insurance as may be required by the Contract Documents or by law.

6. Contractor’s Responsibilities

A. Supervision and Superintendence.

1. Contractor will supervise and direct the Work efficiently and with its best skill and attention.

2. Contractor will keep on the Work at all times during its progress a competent resident superintendent.

B. Labor, Materials, and Equipment. Contractor will furnish all materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, and sanitary facilities and all other facilities and incidentals necessary for the execution, testing, initial operation, and completion of the Work.

C. Substitute Materials or Equipment. If Contractor wishes to furnish or use a proposed substitute, Contractor will make written application to Architect for approval of such a substitute.

D. Concerning Subcontractors.

1. Contractor will not employ any subcontractor against whom Owner or Architect may have reasonable objection.

2. Contractor will be fully responsible for all acts and omissions of subcontractors.

5. All Work performed for Contractor by a subcontractor shall be pursuant to an appropriate Agreement that shall contain provisions that waive all rights the Contracting parties may have against one another for damages caused by fire or other perils covered by insurance.

E. Patent Fees and Royalties. Contractor will pay all license fees and royalties.

F. Permits. Contractor will secure and pay for all construction permits and licenses.

G. Laws and Regulations. Contractor will give all notices and comply with all laws, ordinances, rules, and regulations applicable to the Work.

H. Taxes. Contractor will pay all sales, consumer, use, and other similar taxes required by law.

I. Use of Premises.

1. Contractor will confine its equipment, storage, and operations to permitted areas.

2. Contractor will not load the structure with weights that will endanger it.

J. Record Drawings. Contractor will keep one record copy of all specifications, drawings, addenda, modifications, and shop drawings at the site in good order and annotated to show all changes made during the construction process.

K. Safety and Protection.

1. Contractor will be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work.

2. Contractor will designate a responsible member of its organization at the site whose duty shall be the prevention of accidents.

L. Emergencies. In emergencies affecting the safety of persons or the Work or property at the site or adjacent to the site, Contractor, without special instruction or authorization from Architect or Owner, is obligated to act, at its discretion, to prevent threatened damage, injury, or loss.

M. Shop Drawings and Samples.

1. Contractor will submit to Architect for approval copies of all shop drawings.

2. Contractor will also submit to Architect for approval all samples required by the Contract Documents.

3. Contractor will in writing call Architect’s attention to any deviations.

4. Architect will review and approve with reasonable promptness shop drawings and samples.

5. No Work requiring a shop drawing or sample submission shall be commenced until the submission has been approved by Architect.

6. Architect’s approval of shop drawings or samples shall not relieve Contractor from responsibility for deviations or errors.

N. Cleaning Up. Contractor will keep the premises free from accumulations of waste materials, rubbish, and other debris resulting from the Work.

O. Indemnification. Contractor will indemnify and hold harmless Owner and Architect from and against any and all claims, damages, losses, and expenses including attorneys' fees arising out of or resulting from the performance of the Work.

7. Work by Others

A. Owner's Work. Owner may perform additional work related to the project by itself, or it may let other direct Contracts for such Work.

B. Contractor's Inspection. Contractor will inspect and promptly report to Architect in writing any defects or deficiencies in such Work.

C. Contractor's Cutting, Fitting, and Patching. Contractor will do all cutting, fitting, and patching of its Work that may be required.

8. Owner’s Responsibilities

A. Communications to Contractor. Owner will issue all communications to Contractor through Architect.

B. Replacement of Architect. In case of termination of the employment of Architect, Owner will appoint an Architect against whom Contractor makes no unreasonable objection.

C. Furnishing Data. Owner will furnish the data required of it under the Contract Documents promptly.

D. Land and Reference Points. Owner's duties in respect of providing lands, boundary surveys, and the like are set forth in Article 4.

E. Liability and Property Insurance. Owner's responsibilities in respect of liability and property insurance are set forth in Article 5.

F. Change Orders. Owner will be obligated to execute change orders as required.

G. Stopping or Suspending Work. See Article 13 and Article 15.

9. Architect’s Status During Construction

A. Owner's Representative. Architect shall be Owner's representative during the construction period.

B. Visits to Site. Architect will make periodic visits to the site to observe the progress and quality of the executed Work.

C. Clarifications and Interpretations. Architect will issue written clarifications or interpretations of the Contract Documents as needed.

D. Rejecting Defective Work. Architect will have authority to disapprove or reject Work that is defective.

E. Shop Drawings, Change Orders and Payments. See relevant articles.

F. Resident Project Representative. If Owner and Architect agree, Architect will furnish a fulltime resident project representative and assistants.

G. Decisions on Disagreements.

1. Architect will be the initial interpreter of the terms and conditions of the Contract Documents.

2. Either Owner or Contractor may demand arbitration with respect to claims referred to Architect.

H. Limitations on Architect’s Responsibilities. Architect will not be responsible for construction means, methods, techniques, sequences, or procedures.

10. Changes in the Work

A. Owner's Change Orders. Owner may order additions, deletions, or revisions in the Work; these will be authorized by change orders.

B. Architect’s Field Orders. Architect may authorize minor changes or alterations in the Work not involving extra cost.

C. Unauthorized Additional Work. Additional Work performed by Contractor without authorization of a change order will not entitle it to an increase in the Contract price or an extension of the Contract time.

D. Execution of Change Orders. Owner will execute appropriate change orders prepared by Architect.

E. Notification of Contractor's Surety. Contractor will notify its surety of changes affecting the general scope of the Work.

11. Change of Contract Price

A. Total Compensation. The Contract price constitutes the total compensation payable to Contractor.

B. Necessity of Change Order. The Contract price may only be changed by a change order.

C. Determination of Value of Change Order Work.

1. By unit prices contained in the Contract Documents.

2. By mutual acceptance of a lump sum.

3. By cost and a mutually acceptable fixed amount for overhead and profit.

4. By Architect on the basis of costs and a percentage for overhead and profit.

D. Amount of Credit to Owner. The amount of credit to be allowed by Contractor to Owner for any such change that results in a net decrease in cost, will be the amount of the actual net decrease as determined by Architect.

E. Allowances. Contractor has included in the Contract price all allowances so named in the Contract Documents.

12. Change of the Contract Time

A. Necessity of Change Order. The Contract time may only be changed by a change order.

B. Delays Beyond Contractor's Control. The Contract time will be extended in an amount equal to time lost due to delays beyond the control of Contractor.

C. Time of the Essence. All time limits stated in the Contract Documents are of the essence of the Agreement.

D. Damages. The provisions of Article 12 shall not exclude recovery for damages.

13. Warranty and Guarantee; Tests and Inspections; Correction, Removal, or Acceptance of Defective Work

A. Warranty and Guarantee. Contractor warrants and guarantees to the Owner and Architect that all materials and equipment will be new unless otherwise specified and that all Work will be of good quality and free from faults or defects.

B. Tests and Inspections.

1. Contractor will give Architect timely notice of readiness for inspection, testing, or approval.

2. Observations by Architect nor inspections by others shall relieve Contractor from obligations.

C. Access to the Work. Architect and its representatives and other representatives of Owner will at all times have access to the Work.

D. Uncovering Work.

1. If any Work is covered contrary to the written request of Architect, it must be uncovered.

2. If covered Work is inspected and found defective, Contractor will bear all expenses of uncovering and reconstruction.

E. When Owner May Stop Work. If the Work is defective or Contractor fails to supply sufficient skilled workers or suitable materials, Owner may order Contractor to stop the Work.

F. Correction or Removal of Defective Work. Contractor will promptly correct defective Work or remove it and replace it with non-defective Work.

G. Correction Period for Defective Work. After final payment and for one year after substantial completion, Contractor will correct any defective Work.

H. Acceptance of Defective Work. Owner may accept defective Work, with appropriate reduction in the Contract price.

I. Neglected Work by Contractor. If Contractor neglects the Work in accordance with the Contract Documents, Owner may make good such deficiencies after days written notice to Contractor.

14. Payments and Completion

A. Schedule of Values. At least days prior to submitting the first application for a progress payment, Contractor will submit a schedule of values.

B. Applications for Progress Payment. At least days before each progress payment falls due, Contractor will submit to Architect the application for payment.

C. Contractor's Warranty of Title. Contractor warrants and guarantees that title to all Work, materials, and equipment covered by an application for payment will have passed to Owner prior to the making of the application for payment.

D. Approval of Payments.

1. Architect will, within days after receipt of each application for payment, approve payment or return the application.

2. Owner will, within days of presentation of an approved application, pay Contractor the amount approved by Architect.

E. Substantial Completion.

1. Contractor may certify that the entire project is substantially complete and request a certificate of substantial completion.

2. Owner shall have days after receipt of the tentative certificate during which it may make written objection.

F. Partial Use. Prior to final payment, Owner may request Contractor to permit it to use a specified part of the project.

G. Final Inspection. Upon written notice from Contractor that the project is complete, Architect will make a final inspection.

H. Final Application for Payment. Contractor may make application for final payment after completing required corrections and delivering all required documents.

I. Approval of Final Payment.

1. Architect will, within days after receipt of the final application for payment, indicate in writing its approval or refusal.

2. If final completion is materially delayed through no fault of Contractor, Owner shall make payment of the balance due for that portion of the Work fully completed and accepted.

J. Contractor's Continuing Obligation. Contractor's obligation to perform the Work and complete the project in accordance with the Contract Documents shall be absolute.

K. Waiver of Claims. The making and acceptance of final payment shall constitute waiver of claims as described.

15. Suspension of Work and Termination

A. Owner May Suspend Work. Owner may suspend the Work for a period of not more than days by notice in writing to Contractor and Architect.

B. Owner May Terminate Work.

1. Owner may, after days written notice, terminate the services of Contractor and take possession of the project.

2. Where Contractor's services have been so terminated by Owner, such termination shall not affect any rights of Owner against Contractor then existing or that may later accrue.

3. Upon days' written notice, Owner may abandon the project and terminate the Agreement.

C. Contractor May Stop Work or Terminate.

If the Work is suspended for more than days, or Architect fails to act on payment, or Owner fails to pay Contractor, then Contractor may terminate the Agreement after days' written notice.

16. Arbitration

A. General. All claims, disputes, and other matters in question arising out of, or relating to, the Agreement shall be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association.

B. Notice of Demand. Notice of the demand for arbitration shall be filed in writing with the other party and with the American Arbitration Association, and a copy shall be filed with Architect.

C. Contractor To Continue With Work. Contractor will carry on the Work and maintain the progress schedule during any arbitration proceedings.

17. Miscellaneous

A. Notices. Whenever any provision of the Contract Documents requires the giving of written notice, it shall be deemed valid if delivered in person or by registered or certified mail.

B. Interest. All moneys not paid when due under the Agreement or Contract Documents shall bear interest at the legal rate in force at the place of the project.

C. Ownership of Specifications and Drawings. All specifications and drawings furnished by Architect shall remain its property.

D. Duties and Obligations. The duties and obligations imposed by these general conditions and the rights and remedies available under them shall be in addition to and not a limitation of any otherwise imposed or available by law.

E. Claims. Should Owner or Contractor suffer injury or damage, claim shall be made in writing to the other party within a reasonable time.

F. Governing Law. The Contract Documents shall be governed by the law of the place of the project.

WITNESS our signatures as of the day and date first above stated.

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