ORDER NO. 31780 CONTRACT WITH SOUTHWEST FABRICATORS FOR CONSTRUCTION OF HILL COUNTRY YOUTH EXHIBIT CENTER RODEO ARENA Came to be heard this the 28th day of June, 2010, with a motion made by Commissioner Letz, seconded by Commissioner Baldwin, the Court unanimously approved by a vote of 4 -0 -0 to: Approve Contract with Southwest Fabricators for construction of Hill Country Youth Exhibit Center Rodeo Arena, and authorize County Judge to sign same. 1•� 3r 1� COMMISSIONERS' COURT AGENDA REQUEST PLEASE FURNISH ONE ORIGINAL AND TEN COPIES OF THIS REQUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT. MADE BY: Rob Henneke / Bruce Oehler Office: County Attorney MEETING DATE: June 28, 2010 TIME PREFERRED: N/A SUBJECT: (Please Be Specific) Consider, discuss, and take appropriate action to authorize County Judge to execute contract with Southwest Fabricators for construction of Hill Cojuntry Youth Exhibit Center Rodeo Arena. EXECUTIVE SESSION REQUES 1'ED: (PLEASE STATE REASON): NAME OF PERSON ADDRESSING COURT: Bruce Oehler ESTIMATED LENGTH OF' PRESENTATION: 10 min. IF PERSONNEL MATTER - NAME OF EMPLOYEE Time for submitting this request for Court to assure that the matter is posted in accordance with Title 5, Chapter 551 and 552, Government Code, is as follows: Meeting schedule for Mondays: 5:00 P.M. previous Tuesday THIS REQUEST RECEIVED BY: THIS REQUEST RECEIVED ON: @ All Agenda Requests will be screened by the County Judge's Office to determine if adequate information has been prepared for the Court's formal consideration and action at time of Court Meetings. Your cooperation will be appreciated and contribute towards your request being addressed at the earliest opportunity. See'', Agenda Request Rules Adopted by Commissioners' Court, Court Order No. 25722. Make sure any and all back up material is attached to this form. Page l of l Jody Grinstead From: Robert Henneke [rhenneke @co.kerr.tx.us] Sent: Friday, June 18, 2010 10:22 AM To: 'Jody Grinstead' Cc: boehler @co.kerr.tx.us; peter @pwlarchitect.com Subject: agenda item Attachments: Agenda Request 06 -18 -10 - HCYEC Rodeo Arena.doc Jody, Would you please put the attached on the next agenda? Peter Lewis will have the original contract executed by the Contractor, which I'm asking that he deliver to you once he's had it signed by Southwest Fabricators. Thank you, Rob Henneke + + + + + + + + + + + + + + + + + ++ Robert Henneke Kerr County Attorney 700 Main Street, Suite BA103 Kerrville, TX 78028 (830) 792 -2220 - phone (830) 792 -2228 - fax rhenneke@c,o.kerr.tx.us http://www.co.kerntx.us/attorney/ 06/18/2010 • AIA Document A105 Standard Form of Agreement • Between Owner and Contractor for a Small Project where the Basis of Payment is a JIIPULATED SUM 1993 SMALL PROJECTS EDITION Because this document has important legal consequences, we encourage you to consult with an attorney before signing it Some states mandate a cancellation period or require other specific disclosures, including warnings for home improvement contracts, when a document such as this will be used for Work on the Owner's personal residence. Your attorney should insert all language required by state or local law to be included in this Agreement. Such statements may be entered in the space provided below, or if required by law, above the signatures of the parties. • • • This AGREEMENT is made: mate) jt (Q` /0-020/0 BETWEEN the Owner: Coan -ki b oo f of kd-r eoun+z.� %e 5 • and the Contractor: 500- h(A) F6 b rc • ca for the following Project: i 1, i 1 Coc�n�--r EyhHJ ae ±er kod e0 0 Ve�1C� The Architect is: n Pe4-er Le Qe S Len) 5 G rc_i L The Owner and Contractor agree as follows. ®Copyright 1993 by The American Institute of Architects, 1735 New York Avenue, N. W.. Washington. D.C. 20006 -5292. Reproduction of the material herein or substantial quotation of its provisions without the written permission of the AIA violaes the copyright laws of the United States and will subject the viol6tor to legal prosecution. 1 AIA DOCUMENT A105 • OWNER - CONTRACTOR AGREEMENT —SMALL PROJECTS EDITION • AIA • ©1993 • THE .AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK mg jai • AVENUE. N W'., WASHINGTON, D.C. 20006 -5292 • WARNING: Unlicensed photocopying Al 05 -1993 1 violates U.S. copyright laws and will subject the violator to legal prosecution. • ARTICLE 1 THE CONTRACT DOCUMENTS The Contractor shall complete the Work described in the Contract Documents for the project. The Contract Documents corisist of: .1 this Agreement signed by the Owner and Contractor; .2 AIA Document A205, General Conditions of the Contract for Construction of a Small Project, current edition; .3 the Drawings and Specifications prepared by the Architect, dated and enumerated as follows: Drawings: 0 t oo te, 4 -to A1. 0 c o - 100 4 -Il9 - I C) 14 .02 ,0 o 2o _ ioo y,- Pt 3 Specifications: 4-I lc .4 addenda prepared by the Architect as follows: addiveaCLUM 1 — 3© — l ® a cid en clum (o I o .5 written change orders or orders for minor changes in the Work issued after execution of this Agreement; and .6 other documents, if any, identified as follows: • • • • • • • • • AIA DOCUMENT A105 • OWNER- CONTRACTOR AGREEMENT —SMALL PROJECTS EDITION • AIA° • ©1993 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292 • WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. A105--1993 2 ARTICLE 2 • DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION DATE • • The date of commencement shall be the date of this Agreement unless otherwise indicated below. The Contractor shall substantially complete the Work not later than subject to adjustment by Change Order. � Q (Insert the date or number of calendar days after the date of commencement.) ARTICLE 3 • CONTRACT SUM 3.1 Subject to additions and deductions by Change Order, the Contract Sum is: ■ 3.2 For purposes of payment, the Contract Sum includes the following values related to portions of the Work: Portion of Work Value • • • 3.3 The Contract Sum shall include all items and services necessary for the proper execution and completion of the Work. AIA DOCUMENT A105 • OWNER- CONTRACTOR AGREEMENT— SMALL PROJECTS EDITION • AtA° • ®1993 • THE AMERICAN LNSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20006 -5292 • WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. A105 -1993 3 ARTICLE 4 PAYMENT 4.1 Based on Contractor's Applications for Payment certified by the Architect, the Owner shall pay the Contractor as follows: • (Here insen payment procedures and provisions for retainage, if any.) 50 coo , e° when an p0513 a 3ef and fop rQi1ed and founecanon for announcer pared. &a1a-nce. upon ezrn pietion • 4.2 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate of or in the absence thereof, at the legal rate prevailing at the place of the Itoject. ((Witty laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Con- tractor's principal places of business, the location of the Project and elsewhere may affect the validity of this provision -) I i ARTICLE 5 • • INSURANCE 5.1 The Contractor shall provide Contractor's Liability and other Insurance as follows: IC I (insert specific insurance required by the Owner) L baa / / /tlC 500 COcO• y /er CL • • 5.2 The Owner shall provide Owner's Liability and Owner's Property Insurance as follows: (Insert specific insurance furnished by the Owner) • • 5.3 The Contractor shall obtain an endorsement to its general liability insurance policy to cover the Contractor's obligations under Paragraph 3.12 of ALA Document A205, General Conditions of the Contract for Construction of Small Projects. 5.4 Certificates of insurance shall be provided by each party showing their respective coverages prior to commencement of the Work. AIA DOCUMENT A105 • OWNER - CONTRACTOR AGREEMENT— SMALL PROJECTS EDITION • ALA* • ©1993 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20006 -5292 • WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. A105 -1993 4 • • ARTICLE 6 OTHER TERMS AND CONDITIONS • (insert any other terms or conditions below.) / / // I 7 arn1 - A en ! s S v e tf 7 !�U d e -fe r vets t. 711- / 5 5 Qk CCy I b u d c - 7Cd �wh js. � n 744 e -tve� - 7 -qs & of 6 Gt,c(9 !f 1 5 lit of ' c/e c fil 4. de reach p7a contria 3. in de VAGO�u ! Only 7 a-fir'Wed 6 y Texc45 ! pv This Agreement entered into as of the day and year first written above. (If required by law, insert cancellation period, disclosures or other warning statements above the signatures.) • OWNER CONTRA ± r k" 4 I < I 1 (Signature) _ (Signature) Pat Tinley, Kerr County Judge c ha n n n ul )� I �� (Printed name, title and address) (Printed name, title and address) )) 700 Main Street a« )0P.r Kerrville, TX 78028. R /by C )(0 Y J u. n&t o n V 76-0 P � LICENSE NO. JURISDICTION • CAUTION: You should sign an original AIA document which has this caution printed in red. AIA An original assures that changes will not be obscured as may occur when documents are reproduced. See Instruction Sheet for Limited License for Reproduction of this document. • AIA DOCUMENT 4105 • OWNER- CONTRACTOR AGREEMENT —SMALL PROJECTS • EDITION • AL9® • C1993 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292 • WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. A105 -1998 5 ALA Document A205 General Conditions of the Contract for Construction of a Small Project 1993 SMALL PROJECTS EDITION • ARTICLE 1 2.2 OWNER'S RIGHT TO STOP THE WORK • GENERAL PROVISIONS If the Contractor fails to correct Work which is not inaccor- dance with the Contract Documents, the Owner may:direct 1.1 THE CONTRACT the Contractor in writing to stop the Work until the correction is made. The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, repre- 2.3 OWNER'S RIGHT TO CARRY OUT THE WORK. sentations or agreements, either written or oral. The Contract may be amended or modified only by a written modification. If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a 1.2 THE WORK seven day period after receipt of written notice from the Owner to correct such default or neglect with diligence and The term "Work" means the construction and services required promptness, the Owner may, without prejudice to other reme- by the Contract Documents, and includes all other labor, mate- dies, correct such deficiencies. In such case, a Change :Order vials, equipment and services provided by the Contractor to ful- shall be issued deducting the cost of correction from pay - fill the Contractor's obligations. ments due the Contractor. 1.3 INTENT 2.4 OWNER'S RIGHT TO PERFORM CONSTRUCTION The intent of the Contract Documents is to include all items AND TO AWARD SEPARATE CONTRACTS • necessary for the proper execution and completion of the 2 . 4 . 1 The Owner reserves the right to perform construction or Work by the Contractor. The Contract Documents are comple- mentary, and what is required by one shall be as binding as if operations related to the project with the Owner's own forces, required by all. and to award separate contracts in connection with oth por- tions of the project. 1.4 OWNERSHIP AND USE OF ARCHITECT'S 2.4.2 The Contractor shall coordinate and cooperate with DRAWINGS, SPECIFICATIONS separate contractors employed by the Owner. AND OTHER DOCUMENTS Documents prepared by the Architect are instruments of the 2.4.3 Costs caused by delays or by improperly timed activities Architect's service for use solely with respect to this project. or defective construction shall be borne by the parry respon- The Architect shall retain all common law, statutory and other Bible therefor. reserved rights, including the copyright. They are not to be used by the Contractor or any Subcontractor, Sub- subcontrac- tor or material or equipment supplier for other projects or for ARTICLE 3 additions to this project outside the scope of the Work with- out the specific written consent of the Owner and Architect. CONTRACTOR • 3.1 EXECUTION OF THE CONTRACT ARTICLE 2 Execution of the Contract by the Contractor is a representa- tion that the Contractor has visited the site, become familiar OWNER with local conditions under which the Work is to be per- formed and correlated personal observations with require - 2.1 INFORMATION AND SERVICES ments of the Contract Documents. REQUIRED OF THE OWNER • 2.1.1 If requested by the Contractor, the Owner shall furnish 3.2 REVIEW OF CONTRACT DOCUMENTS AND and pay for a survey and a legal description of the site. FIELD CONDITIONS BY CONTRACTOR The Contractor shall carefully study and compare the Contract 2.1.2 Except for permits and fees which are the responsibility Documents with each other and with information furnished by of the Contractor under the Contract Documents, the Owner the Owner. Before commencing activities, the Contractor shall obtain and pay for other necessary approvals, easements, shalt: (1) take field measurements and verify field conditions; assessments and charges. (2) carefully compare this and other information known to ®Copyright 1993 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006 -5292. Reproduction of the materiali herein or substantial quotation of its provisions without the written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. AIA DOCUMENT A205 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION — SMALL PROJECTS EDITION • AIM • ©1993 • THE. AMERICAN INSTITUTE OE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 21036 -5292 • WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. A205 - 1993 1 • • • the Contractor with the Contract Documents; and (3) 3.9 USE OF SITE promptly report errors, inconsistencies or omissions discov- ered to the Architect. The Contractor shall confine operations at the site GO areas permitted by law, ordinances, permits, the Contract Docu- 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES ments and the Owner. • 3.3.1 The Contractor shall supervise and direct the Work, 3.10 CUTTING AND PATCHING using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construe- The Contractor shall be responsible for cutting, fitting or tion means, methods, techniques, sequences and procedures, patching required to complete the Work or to make its parts and for coordinating all portions of the Work. fit together properly. 3.3.2 The Contractor, as soon as practicable after award of the 3.11 CLEANING UP Contract, shall furnish in writing to the Owner through the The Contractor shall keep the premises and surrounding area Architect the names of subcontractors or suppliers for each free from accumulation of debris and trash related to the Work. portion of the Work. The Architect will promptly reply to the Contractor in writing if the Owner or the Architect, after due 3.12 INDEMNIFICATION investigation, has reasonable objection to the subcontractors To the fullest extern permitted by law, the Contractgr shall • or suppliers listed. indemnify and hold harmless the Owner, Architect, Architect's 3.4 LABOR AND MATERIALS consultants and agents and employees of any of then) from and against claims, damages, losses and expenses, including 3.4.1 Unless otherwise provided in the Contract Documents, but not limited to attorneys' fees, arising out of or resulting the Contractor shall provide and pay for labor, materials, from performance of the Work, provided that such claim, dam - equipment, tools, utilities, transportation, and other facilities age, loss or expense is attributable to bodily injury, sickness, and services necessary for proper execution and completion of disease or death, or to injury to or destruction of tangible the Work. property (other than the Work itself) including loss !of use resulting therefrom, but only to the extent caused in whole or 3.4.2 The Contractor shall deliver, handle, store and install in part by negligent acts or omissions of the Contractor,' a Sub - materials in accordance with manufacturers' instructions. contractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardl',ess of 3.5 WARRANTY whether or not such claim, damage, loss or expense is Caused in part by a party indemnified hereunder. The Contractor warrants to the Owner and Architect that: (1) materials and equipment furnished under the Contract will be new and of good quality unless otherwise required or per- ARTICLE 4 mitted by the Contract Documents; (2) the Work will be free from defects not inherent in the quality required or permitted; ARCHITECT'S ADMINISTRATION OF THE CONTRACT and (3) the Work will conform to the requirements of the Con- tract Documents. 4.1 The Architect will provide administration of the Ccntract as described in the Contract Documents. The Arrhite_t will 3.6 TAXES have authority to act on behalf of the Owner only to the extent The Contractor shall pay sales, consumer, use and similar taxes provided in the Contract Documents. • that are legally required when the Contract is executed. 4.2 The Architect will visit the site at intervals appropriate to the stage of construction to become generally familiar wlrn the 3.7 PERMITS, FEES AND NOTICES progress and quality of the Work. 3.7.1 The Contractor shall obtain and pay for the building 4.3 The Architect will not have control over or charge pf and permit and other permits and governmental fees, licenses and will not be responsible for construction means, methods; tech - inspections necessary for proper execution and completion of niques, sequences or procedures, or for safety precautions and the Work. programs in connection with the Work, since these are solely • 3.7.2 The Contractor shall comply with and give notices the Contractor's responsibility. The Architect will not be • required by agencies having jurisdiction over the Work. If the responsible for the Contractor's failure to carry out the Work Contractor performs Work knowing in accordance with the Contract Documents, P g it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations 4.4 Based on the Architect's observations and evaluations of without notice to the Architect and Owner, the Contractor the Contractor's Applications for Payment, the Architect will shall assume full responsibility for such Work and shall bear review and certify the amounts due the Contractor. the attributable costs. The Contractor shall promptly notify the Architect in writing of any known inconsistencies in 4.5 The Architect will have authority to reject Work that does the Contract Documents with such governmental laws, rules not conform to the Contract Documents. • and regulations. 4.6 The Architect will promptly review and approve of take 3.8 SUBMITTALS appropriate action upon Contractor's submittals such as:Shop Drawings, Product Data and Samples, but only for the likened The Contractor shall promptly review, approve in writing purpose of checking for conformance with information given and submit to the Architect Shop Drawings, Product Data, and the design concept expressed in the Contract Documents. Samples and similar submittals required by the Contract Docu- ments. Shop Drawings, Product Data, Samples and similar sub- 4.7 The Architect will promptly interpret and decide mat - mittals are not Contract Documents. ters concerning performance under and requirements of the AIA DOCUMENT A205 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION — SMALL PROJECTS EDITION • .AIA'• • ©1993 • THE AMERICAN INSTITUTE OF ARCHITECTS, I; 35 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 • WARNING: Unlicensed photocopying 2 A205 - 1993 violates U.S. copyright laws and will subject the violator to legal prosecution. • Contract Documents on written request of either the Owner the Contractor for performance of the Work under the Con- or Contractor. tract Documents. 4.8 Interpretations and decisions of the Architect will be con- 7.2 APPLICATIONS FOR PAYMENT sistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of 7.2.1 At least ten days before the date established for each drawings. When making such interpretations and decisions, progress payment, the Contractor shall submit to the Architect the Architect will endeavor to secure faithful performance by an itemized Application for Payment for operations corhpleted both Owner and Contractor, will not show partiality to either in accordance with the values stated in the Agreement. Such and will not be liable for results of interpretations or decisions application shall be supported by such data substantiating the so rendered in good faith. Contractor's right to payment as the Owner or Architect may reasonably require and reflecting retainage if provided For else - 4.9 The Architect's duties, responsibilities and limits of where in the Contract Documents. authority as described in the Contract Documents will not be changed without written consent of the Owner, Contractor 7.2.2 The Contractor warrants that title to all Work covered and Architect. Consent shall not be unreasonably withheld. by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment, all Work for ARTICLE 5 which Certificates for Payment have been previously issued and payments received from the Owner shall, to the' best of CHANGES IN THE WORK the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or other encum- 5.1 After execution of the Contract, changes in the Work may brances adverse to the Owner's interests. be accomplished by Change Order or by order for a minor change in the Work. The Owner, without invalidating the 7.3 CERTIFICATES FOR PAYMENT Contract, may order changes in the Work within the general • scope of the Contract consisting of additions, deletions or The Architect will, within seven days after receipt of tile Con - other revisions, the Contract Sum and Contract Time being tractor's Application for Payment, either issue to the Owner a adjusted accordingly. Certificate for Payment, with a copy to the Contractor, fbr such amount as the Architect determines is properly due, or notify 5.2 A Change Order shall be a written order to the Contractor the Contractor and Owner in writing of the Architect's reasons signed by the Owner and Architect to change the Work, Con- for withholding certification in whole or in part. tract Sum or Contract Time. 7.4 PROGRESS PAYMENTS 5.3 The Architect will have authority to order minor changes in the Work not involving changes in the Contract Sum or the 7.4.1 After the Architect has issued a Certificate for Payment, Contract Time and not inconsistent with the intent of the Con- the Owner shall make payment in the manner provided in the tract Documents. Such changes shall be written orders and Contract Documents. shall be binding on the Owner and Contractor. The Contractor 7.4.2 The Contractor shall promptly pay each Subcontractor shall carry out such written orders promptly. and material supplier, upon receipt of payment from the 5.4 If concealed or unknown physical conditions are encoun- Owner, out of the - amount paid to the Contractor on account tered at the site that differ materially from those indicated of such entices' portion of the Work. in the Contract Documents or from those conditions ordinar- 7,4.3 Neither the Owner nor the Architect shall have tes on- ily found to exist, the Contract Sum and Contract Time shall be p subject to equitable adjustment. sibiliry for the payment of money to a Subcontractor or mater- ial supplier. ARTICLE 6 7.4.4 A Certificate for Payment, a progress payment, or par- tial or entire use or occupancy of the project by the Owner TIME shall not constitute acceptance of Work not in accordance with the requirements of the Contract Documents. 6.1 Time limits stated in the Contract Documents are of the 7.5 SUBSTANTIAL COMPLETION essence of the Contract. 7.5.1 Substantial Completion is the stage in the progress of 6.2 If the Contractor is delayed at any time in progress of the Work when the Work or designated portion thereof is • the Work by changes ordered in the Work, or by labor dis- sufficiently complete in accordance with the ContractDocu- putes, fire, unusual delay in deliveries, unavoidable casualties meats so that the Owner can occupy or utilize the Work for its or other causes beyond the Contractor's control, the Contract intended use Time shall be extended by Change Order for such reasonable 1 time as the Architect may determine. 7.5.2 When the Work or designated portion thereof is sub- stantially complete, the Architect will prepare a Certificate of Substantial Completion which shall establish the date of ARTICLE 7 Substantial Completion, shall establish the responsibilities of • PAYMENTS AND COMPLETION the Owner and Contractor, and shall fix the time within.which the Contractor shall finish all items on the list accompanying 7.1 CONTRACT SUM the Certificate. Warranties required by the Contract Docu- • ments shall commence on the date of Substantial Completion The Contract Sum stated in the Agreement, including autho- of the Work or designated portion thereof unless otherwise rized adjustments, is the total amount payable by the Owner to provided in the Certificate of Substantial Completion. AIA DOCUMENT A205 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION — SMALL PROJECTS EDITION • AIA• • 01993 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292 • WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. A205 -1993 3 • • 7.6 FINAL COMPLETION AND FINAL PAYMENT nances, rules, regulations or orders of public authorities hav- 7.6.1 Upon receipt of a final Application for Payment, the mg jurisdiction shall be made at an appropriate time. Architect will inspect the Work. When the Architect finds the 10.2.2 If the Architect requires additional testing, the Con - Work acceptable and the Contract fully performed, the Archi- tractor shall perform these tests. tect will promptly issue a final Certificate for Payment. 7.6.2 Final pa}�ment shall not become due until the Contras- 10.2.3 The Owner shall pay for tests except for testing Work found to be defective for which the Contractor shall pay tor submits to the Architect releases and waivers of liens, and data establishing payment or satisfaction of obligations, such 10.3 GOVERNING LAW as receipts, claims, security interests or encumbrances arising out of the Contract. The Contract shall be governed by the law of the place where the project is located. 7.6.3 Acceptance of final payment by the Contractor, a Sub- contractor or material supplier 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 ARTICLE 11 Application for Payment. • TERMINATION OF THE CONTRACT 11.1 TERMINATION BY THE CONTRACTOR • ARTICLE 8 If the Owner fails to make payment when due or substantially PROTECTION OF PERSONS AND PROPERTY breaches any other obligation of this Contract, followins seven days' written notice to the Owner, the Contractor may'termi- 8.1 SAFETY PRECAUTIONS AND PROGRAMS nate the Contract and recover from the Owner payment for The Contractor shall be responsible for initiating, maintaining Work executed and for proven loss with respect to maerials, and supervising all safety precautions and programs, includ- equipment, tools, construction equipment and mac finery, ing all those required by law in connection with performance including reasonable overhead, profit and damages. of the Contract. The Contractor shall promptly remedy dam- 11.2 TERMINATION BY THE OWNER age and loss to property caused in whole or in part by the Contractor, or' by anyone for whose acts the Contractor may 11.2.1 The Owner may terminate the Contractif the be liable. Contractor: .1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper matOrials; ARTICLE 9 .2 fails to make payment to Subcontractors for materials CORRECTION OF WORK or labor in accordance with the respective agreements between the Contractor and the Subcontractors; 9.1 The Contractor shall promptly correct Work rejected by .3 persistently disregards laws, ordinances. or ;rules, the Architect as failing to conform to the requirements of the regulations or orders of a public authority having juris- Contract Documents. The Contractor shall bear the cost of diction; or correcting such rejected Work. .4 is otherwise guilty of substantial breach of a prgvision 9.2 In addition to the Contractor's other obligations including of the Contract Documents. warranties under the Contract, the Contractor shall, for a period of one year after Substantial Completion, correct work not con- 11.2.2 When any of the above reasons exist, the Owner, after • forming to the requirements of the Contract Documents. consultation with the Architect, may without prejudice to any other rights or remedies of the Owner and after giving the 9.3 If the Contractor fails to correct nonconforming Work Contractor and the Contractor's surety, if any, seven days' writ - within a reasonable time, the Owner may correct it and the Con- ten notice, terminate employment of the Contractor and tractor shall reimburse the Owner for the cost of correction. .1 take possession of the site and of all materials thereon owned by the Contractor; .2 finish the Work by whatever reasonable method the ARTICLE 10 Owner may deem expedient. MISCELLANEOUS PROVISIONS 11.2.3 When the Owner terminates the Contract for one of the reasons stated in Subparagraph 11.2.1, the Contractor shall 10.1 ASSIGNMENT OF CONTRACT not be entitled to receive further payment until the Work Neither party to the Contract shall assign the Contract as a is finished • whole without written consent of the other. 11.2.4 If the unpaid balance of the Contract Sum exceeds 10.2 TESTS AND INSPECTIONS costs of finishing the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Con - 10.2.1 Tests, inspections and approvals of portions of the tractor shall pay the difference to the Owner. This obligation Work required by the Contract Documents or by laws, ordi- for payment shall survive termination of the Contract. Ct Printed on Recycled Paper 11/93 AIA DOCUMENT A205 • GENERA. CONDITIONS OF THE CONTRACT FOR CONSTRUCT[ON— SMAIJ. PROJECTS EDITION • MA• • ©1993 • THE MIERICAN INSTITUTE OF ARCHITECTS, 1755 NEW YORK AVENUE, -V W., WASHINGTON, D.C. 20006-5292 • WARNING: Unlicensed photocopying 4 A205 -1993 violates U.S. copyright laws and will subject the violator to legal prosecution. 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