AIA Legal Document

DOCUMENT NAME

This Owner-Contractor Agreement (the Agreement) is made and entered into as of by and between Owner: with a principal place of business at , and Contractor: with a principal place of business at .

RECITALS

WHEREAS, Owner intends to have constructed the project described as: Project Name: located at (the Project); and

WHEREAS, Contractor represents that Contractor possesses the experience, personnel, equipment, and financial resources to perform and complete the Work in accordance with the Contract Documents; and

WHEREAS, Owner desires to engage Contractor and Contractor agrees to perform the Work in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Contract Documents" means this Agreement, the Drawings, Specifications, Addenda, Change Orders, and other documents specifically enumerated in an attached exhibit and incorporated herein. 1.2 "Work" means all labor, materials, equipment, and services necessary for completion of the Project in accordance with the Contract Documents.

2. CONTRACT DOCUMENTS

The Contract Documents constitute the entire agreement between the parties with respect to the Work and supersede all prior negotiations, representations, or agreements, whether written or oral. Conflicts among Contract Documents shall be resolved by the order of precedence set forth in the Contract Documents.

3. SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment, tools, and services necessary to complete the Work described in the Contract Documents and any Change Orders. Contractor shall perform the Work in a good and workmanlike manner consistent with industry standards.

4. CONTRACT SUM

Owner shall pay Contractor for performance of the Work the sum of (the Contract Sum), subject to adjustments for authorized Change Orders, additions, and deductions.

5. PAYMENT

5.1 Progress Payments. Contractor shall submit applications for payment in the form and frequency required by the Contract Documents. Owner shall make progress payments within thirty (30) days of receipt of a properly documented application for payment, less retainage as provided below.

5.2 Retainage. Owner shall withhold retainage equal to of each progress payment, unless otherwise agreed in writing.

5.3 Final Payment. Final payment shall be due when the Work is completed in accordance with the Contract Documents, all punchlist items are corrected, all required releases and waivers are submitted, and Contractor has provided final lien waivers and certified payrolls where applicable.

6. CHANGES IN THE WORK

Owner may, without invalidating the Contract, order changes in the Work consisting of additions, deletions, or other revisions. Changes shall be authorized only by written Change Order signed by Owner and Contractor, specifying any adjustments to the Contract Sum or Contract Time.

7. TIME FOR COMPLETION

7.1 Commencement. Contractor shall commence Work on or before and shall achieve Substantial Completion by , subject to authorized adjustments.

7.2 Liquidated Damages. If Contractor fails to achieve Substantial Completion by the date specified, Contractor shall pay Owner liquidated damages in the amount of per day, which the parties agree is a reasonable estimate of Owner's actual damages.

8. INSURANCE AND BONDS

Contractor shall procure and maintain insurance of the types and in the minimum amounts required by the Contract Documents, naming Owner as an additional insured where appropriate. Contractor shall provide certificates evidencing such coverage prior to commencement of the Work. If performance or payment bonds are required, Contractor shall furnish bonds with surety acceptable to Owner.

9. INDEMNIFICATION

To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless Owner, its officers, directors, agents, and employees from and against all claims, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or resulting from performance of the Work, to the extent caused by the negligent acts or omissions of Contractor, subcontractors, or anyone directly or indirectly employed by them.

10. TERMINATION

10.1 Owner may terminate this Agreement for cause if Contractor fails to cure a material breach within a reasonable time after written notice. 10.2 Owner may terminate for convenience upon written notice to Contractor; in such event Contractor shall be entitled to payment for Work executed and reasonable termination expenses.

11. DISPUTE RESOLUTION

Claims, disputes, or other matters in question between the parties shall first be subject to good faith negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration administered under the commercial rules of arbitration agreed by the parties, and judgment on the award may be entered in any court having jurisdiction. Each party shall bear its own costs and attorneys' fees except as otherwise provided in the award.

12. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses set forth above or such other addresses as either party designates in writing.

13. AMENDMENTS AND WAIVER

This Agreement may be amended only by a written instrument executed by both parties. Waiver of any provision or breach shall not constitute a waiver of any other provision or subsequent breach.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state where the Project is located, without regard to its conflicts of law principles. This Agreement, together with the Contract Documents, constitutes the entire agreement between the parties concerning the Work. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other except to an entity that assumes all obligations hereunder. Headings are for convenience only and shall not affect interpretation. The obligations of Contractor under this Agreement shall survive final payment to the extent necessary to enforce Contractor's obligations.

Sign Now