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03-074.00 AM Landshapers & Tan Moore Architects: CenterPlace Site Work7 199`- DITI ON AIA DOCUMENT A107-1997 Abbreviated Standard Form of Agreement Between Owner and Contractor for Construction Projects of Limited Scope where the basis of payment is a. SHPLILATED SLIM This document includes abbreviated General AGREEMENT made as of the 'Twenty Fif tit day of November Conditions and should in the year 2003 not be used with other (In words, indicaic dav, month and yvrar) general conditions. BETWEEN the Owner. City of Spokane galley This document has impor- (AVarnc, address and outer utfannation) C/O Public Works Department rant legal consequences. 11707 East Sprague Ave., Ste. 106 Consultation with an Spokane Valley, WA 99206 attorney is encouraged with respect to its completion or modification. and the Contractor: AM Landshapers, Inc. This document has been (A'ame, arldress and usher information) 7118 North Freya approved and endorsed by Spokane, WA 99217 The Associated General Contractors of America. The Project is: Early Sitework Package for (Alame and location) Centerplace at Mirabeau Point Park The Architect is: Tan Moore Architects 0 (A7,unc, address and other inforrmnion) 416 West Sprague Avenue Spokane, WA 99201 o.20, oOpop:11 01997 AIA® AIA DOCUMENT A107-1997 The Owner and Contractor agree as Follows. Included and attached hereto are the ABBREV T(lB AGREEMENT modifications to the Abbreviated Standard Form of Agreement Between Owner and Contractor for Construction Projects of Limited Scope The American Institute Where the Basis of Payment is a STIPULATED SUM. of Architects Copyright 1935, 1951, 1958, 1961, 1963, 1966, 1974, 1978, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING. Unlicensed photocopying violates U.S. copyright laws and will subject tho violator to legal prosecution. 1735 New York Avenue, N.W. Washington, D.C. 20006.5292 Co - 19ZI/ ARTICLE 1 THE WORK OF THIS CONTRACT The Contractor shall full}• execute the 1N`brk described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 2.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fused in a notice to proceed issued by the 0�vner. (Insert the date of comt»encement, if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.) The Date of Commencement shal..l, he stated in a Notice to Proceed by the Owner. 2.2 The Contract Time shall be measured from the date of commencement. 2.3 The Contractor shall achieve Substantial Completion of the entire \Work not later than days from the date of commencement, or as follows (Insert rrromber of calendar days. Alterrraiively; a calendar date may be nrsed wtten coordinated with the date of commerrcenrerri. Unless stated elsewhere in the Contract Doctmrents, insert any requirements for earlier Substantial Completion of certain portions rif the tt'ork.) , subject to adjustments of this Contract 'rime as provided in the Contract Documents. (frrsert provisions, if arty, for liquidated darrtrrgis relating to failure to complete on time or for bonus payrnerrts for early completion Of the Work.) ARTICLE 3 CONTRACT SUM 3.1 The Gruner shall pay the Contractor the Contract Surn in current funds for the Contractor's performance of the Contract. The Contract Sum shall be One Hundred Seven Thousand and Nineteen Dollars (s 107, 019.00 )� subject to additions and deletions as provided in the Contract DCXI.Inlenls. WARNING. Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. 01991 AIA® AIA DOCUMENT A107-1997 ABBREVIATED OWNER - CONTRACTOR AGREEMENT The American Iristirute Of Atchitetts 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 3.2 'Che Contract Sum is based Upon the following alternates, i f 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 execii(ion of thisARreemerrt, attach a schedule of such other alternates showing the "mount for each and the date i0ren drat amount expires.) 3.3 Llnit prices, if any, are as follows: ARTICLE 4 PAYMENTS 4.1 PROGRESS PAYMENTS 4.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere 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: ll�l 4.1.2 Provided that an Application for Payment is received by the Architect not later than the oO,Oc day of a month, the Owner shall make payment to the r ----n Contractor not later than the day of the month. 0 1997 A I A If an Application for Payment is received by the Architect after the date fixed above, payment shall AIA DOCUMENT A107-1997 be. made by the Owner not later than days after the ABBREVIATED OWNER - Architect receives the Application for Payment. CONTRACTOR AGREEMENT 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 subiect the violator to legal prosecution, 4.1.3 Payrnents due and unpaid under the Contract shall bear interest from the date payment is Niue at the rate stated below, or in the absence thereof, at the legal rate prevail ing from time to time at the place where the Project is located. (Lunt rate cf interest agreecl upon, if arrv.) (Usury laws and requirements "Prefer the Federal ? -rich in Lending Act, similar stale and local consiinrer credit laws and other regulations cit the Owners and Contractor's priucirml places c.f business, the location of the Project and elsewhere nary affect the wilidity of this provision. Legal advice should be obtained with reslxcl to delelions or modifications, and also regarding requirements such as written disclosures or waivem) 4.2 FINAL PAYMENT 4.2.1 Final payment, constituting the entire unpaid balance of the Contract Sunt, shall be made by the Owner to the Contractor when: .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Paragraph 17.2, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment has been issued by the Architect. 4.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's Final Certificate for Payment, or as follows: ARTICLE 5 ENUMERATION OF CONTRACT DOCUMENTS 5.1 The Contract Documents are listed in Article 6 and, except for Modifications issued after execution of this Agreement, are enumerated as follows: 5.1.1 The Agreement is this executed iy97 edition of the Abbreviated Standard Form of Agreement Between Owner and Contractor, A[A Document Aio7-i997. 5.1.2 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated , and are as follows: Document. Title Pages 01997 AIA® AIA DOCUMENT A107-1997 ABBREVIATED OWNER - CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 WARNING: Unlicensed Photocopying violates US. copyright laws and will subject the violator to legal prosecution. 5.1.3 The Specifications are those contained in the Project Manual dated as in Subparagraph 5.1.2, and are as follows: (Either list the llxeifiahtions here. or refer to an exhibit attached to this ttgreermera.) Section Title Pages 5.1.4 The Drawings are as follows, and are dated unless a different date is shown below: (Either list the Orawings here or refer to art exhibit attached to this. greetnetrt.) Number `title Pages 5.1.5 The Addenda, if any, are as follows: tNurnber Date Pages Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 5. 5.1.6 Other documents, if any, forming part of the Contract Documents are as follows: I��I (List any additional docrtmews which are intended to form part of the Contract L)ocwnerrt<.) 0 0 o. .o D 01997 AIAO AIA DOCUMENT A1074997 ABBREVIATED OWNER - CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N -W. w Washington, D.C. 20006-5292 WARNIRG: Unlicensed photocopying violates U.S. copyright taws and will subject the violator to legal prosecution. GENERAL CONDITIONS ARTICLE 6 GENERAL PROVISIONS 6.1 THE CONTRACT DOCUMENTS The Contract DOClInlCIIIS consist of this Agreement with Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement.. A Modification is (i) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the \Work issued by the Architect. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the \Fork by the Contractor. The Contract Documents are complementary, and what is required by one shall be as bindin,, as if required by all, performance by the Contractor shall be required to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. 6.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a klodifcation. The Contract Documents shall not be construed to create a contractual relationship of any kind (r) between the Architect and Contractor, (2) between the Owner and a Subcontractor or sub -subcontractor, (3) between the Owner and Architect or (4) between any persons or entities other than the Owner and Contractor. 6.3 THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The \Mork may constitute the whole or a part of the Project. 6.4 EXECUTION OF THE CONTRACT Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generalh, familiar with local conditions under which the 1N+ork is to be performed and correlated personal observations with requirements of the Contract Documents. 6.5 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are instruments of Service through which the \Mork to be executed by the Contractor is described. The Contractor may retain one record set. Neither the Contractor nor any Subcontractor, sub -subcontractor or material or equipment supplier shall own or claim a copyright. in the Drawings, Specifications and other documents prepared by the Architect or the Architect's consultants, and unless otherwise indicated the Architect and the Architect's consultants shall be deemed the authors of them and will retain all common law, statutory and other reser ed rights, in addition to the. copyrights. All copies of them, except the Contractor's record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the \-York. The Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, sub -subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific ,.written consent. of the Owner, Architect and the Architect's consultants_ The Contractor, Subcontractors, WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. 0 1997 AIAO AIA DOCUMENT A1074997 ABBREVIATED OWNER - CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 sub-suhconlractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents Prepared by the Architect and the Architect's consultants appropriate to and for use in the execution of their \,Vork under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, i f any, shown on the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this project is not to be construed as publication in derogation of the Architect's or Architect's consultants' copyrights or other reserved rights. ARTICLE 7 OWNER 7.1 INFORMATION AND SERVICES REOUIRED OF THE OWNER 7.1.1 The Owner shall furnish and pay for surveys and a legal description of the site. 7.1.2 The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work - 7.1.3 Except for permits and fees \%,hick are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for other necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or permanent changes in existing facilities. 7.2 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct \Vcork which is not in accordance with the requirements of tine Contract Documents, or persistently fails to carry out the \Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the \Vork, or any portion thereof, until the cause for such order is eliminated; however, the right of the Owner to stop the Work shall not give rise to a dut.v on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. 7.3 OWNER'S RIGHT TO CARRY OUT THE WORK If the ContraCtor defaults or persistently Fails or neglects to carry out the 1 -York in accordance with the Contract Documents, or fails to perform a provision of the Contract, the Owner, after to flays' written notice to the Contractor and without prejudice. to any other remedy the (hvner may have, may make good such deficiencies and may deduct the reasonable cost thereof, including Owner's expenses and compensation for the Architect's services made necessary thereby, from the payment then or thereafter due the Contractor. ARTICLE 8 CONTRACTOR 8.1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR (III 8.1.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Draxvings and other Contract o v Documents relative to that portion of the \-%rork, as well as the information Furnished by the 0000 Owner pursuant to Subparagraph 7.1.1, shall take field measurements of any existing, conditions related to that portion of the \Mork and shall observe any conditions at the site affecting it. These © 1997 A i A 0 obligations are for the purpose of facilitating construction by the Contractor and are not for the AiA DOCUMENT A107-1997 purpose of discovering errors, omissions or inconsistencies in the Contract Documents; however, ABBREVIATED OWNER - CONTRACTOR AGREEMENT any errors, omissions or inconsistencies discovered by the Contractor shall be reported promptl} to the Architect as a request for information in such form as the Architect may require. The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C_ 20006-5292 WARNIRG: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. 8.1.2 Any design en -ors or omissions noted by the Contractor during this review shall be reported promptly to the Architect, but it is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. 8.2 SUPERVISION AND CONSTRUCTION PROCEDURES 8.2.1 The Contractor shall supervise and direct the \Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these natters. if the Contract f OCU rents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall be Fully and solely responsible for the jobsite safety thereof unless the Contractor gives timely written notice to the Owner and Architect that such means, methods, techniques, sequences or procedures may not be safe. 8.2.2 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 or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors. 8.3 LABOR AND MATERIALS 8.3.1 LWess otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the \Vork whether temporary or permanent and whether or not incorporated or to Lie incorporated in the Work. 8.3.2 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. 'Che Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. 8.33 The Contractor shall deliver, handle, store and install materials in accordance with manufacturers' instructions. 8.3.4 The Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order. 8.4 WARRANTY '['he Contractor evarrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract vocwnentz, that the llrork will be free fi-om defects not inherent in the quality required or permitted, and that. the Work will conform with the requirements of the Contract Documents. iIII �%Iork not conforming to these requirements, including substitutions not properly approvecl and authorized, play be considered defective. The Contractor's warranty excludes remedy for damage o or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation or normal wear and tear and normal usage. ®1997 AIAO 8.5 TAXES AIA DOCUMENT A107-1997 The Contractor shalla ' sales, C011SUrner, use and other similar taxes which are legally enacted ABBREVIATED OWNER - P) o CONTRACTOR AGREEMENT when bids are received or negotiations concluded. The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 WARNING., Unlicensed phot000pying violates U.S. copyright laws and will subject the violator to legal prosecvtion- 8.6 PERMITS, FEES AND NOTICES 8.6.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the \\fork. 8.6.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of (lie Mork. The Contractor shall promptly notify the Architect and Owner if the Drawings and Specifications are observed by the Contractor to he at variance therewith. if the Contractor performs Wfork knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate responsibility for such \Vork and shall bear the costs attributable to correction. 8.7 SUBMITTALS 8.7.1 The Contractor shall review for compliance with the Contract Documents, approve in writing and submit to the Architect Shop Drawings, Produet Data, Samples and similar submittals required by the Contract Documents with reasonable promptness. The \\fork shall be in accordance with approved submittals. 8.7.2 Shop Drawings, Product Data, tramples and similar submittals are not Contract Documents. 8.8 USE OF SITE The Contractor shall confine operations at. the site to areas permitted by law, ordinances, permits and the Contract. Documents and shall not unreasonably encumber the site with materials or equipment. 8.9 CUTTING AND PATCHING The Contractor shall be responsible for cutting, fitting or patching required to complete the \York or to make its parts fit together properly. 8.10 CLEANING UP 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 \Vork, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, c instruction equipment, machinery and surplus material. 8.11 ROYALTIES, PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and license fees; shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect 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, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect, unless the Contractor has o e reason to believe that there is an infringement of patent or copyright and fails to promptly o..00 furnish such information to the Architect. O 4j 19 9 7 a. I A ® 8.12 ACCESS TO WORK AIA DOCUMENT A107-1997 The Contractor shall provide. the Owner and Architect access to the \ ork in preparation and ABBREVIATED OWNER - CONTRACTOR AGREEMEN r progress wherever located. The American Institute of Architects 1735 New York Avenue, N.W, Washington, D.C. 20006-5291 WARNING. Unlicensod photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. 8.13 INDEMNIFICATION 8.13.1 To the fullest extent permitted by law and to the extent claims, damages, losses or expenses are not covered by Project Management Protective Liability insurance purchased by the Contractor in accordance with Paragraph 16.3, 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 \-York, 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), but only to the extent caused by the 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 8.13. 8.13.2 In claims against any person or entity indemnified under this Paragraph 4.13 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 indenmification obligation under Subparagraph 8.13.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 9 ARCHITECT'S ADMINISTRATION OF THE CONTRACT 9.1 The Architect will provide administration of the Contract and will be an Owner's representative (t) during construction, (2) until final payment is due and (3) with the Owner's concurrence, from time to time during the one-year period for correction of Work described in Paragraph 17.2- 9.2 The Architect, as a representative of the Owner, will visit the site at intervals appropriate Lo the stage of the Contractors operations (1) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the \.%Fork completed, ( ) to endeavor to guard the Owner against defects and deficiencies in the \,Vork, and (3) to determine in general if the \Vork is being performed in a planner indicating that the Work, \when fully completed, will be in accordance with the Contract Documents. However, the Architect Evill not be required to snake exhaustive or continuous on-site inspections to check the quality or quantity of the \York. The Architect will neither have control over or charge of, nor be responsi- ble for, the construction means, methods, techniques, sequences or procalures, or for safety pre- cautions and programs in connection \villi the \-Vork,since these are solely the Contractor's rights and responsibilities Under the Contract Documents, except as provided in Subparagraph 8.2.1. 9.3 The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The .Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the \Vork. 9.4 Lased on the Architect's evaluations of the \\cork and 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. 9.5 The Architect will have authority to reject Work that does not conform to the Contract Documents. WARNING: Unlicensed photocopying violates V.S. copyright laws and will subject the violator to legal prosecution. 01997 AIA® AIA DOCUMENT A107-1997 ABBREVIATED OWNER - CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 9.6 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. 9.7 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written roCIuest of either the Owner or Contractor. The Architect will make initial decisions on all claims, disputes and other matters in question between the Owner and Contractor but will not be liable for results of any interpretations or decisions so rendered in good faith. 9.8 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. 9.9 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. 9.10 CLAIMS AND DISPUTES 9.10.1 Claims, disputes and other matters in question arising out of or relating, to this Contract, including those alleging an error or omission by the Architect but excluding those arising under Paragraph 15.2, shall be referred initially to the Architect for decision. Such matters, except those relating to aesthetic effect and exeept those v,aived as provided for in Paragraph gm and Subparagraphs 145.3 and 14.5.4, shall, after initial decision by the Architect or 3o days after submission of the matter to the Architect, be subject to mediation as a condition precedent to arbitration or the institutiOn of legal or equitable proceedings by either party. 9.10.2 If a claim, dispute or other matter in question relates to or is the subject of a mechanic's lien, the party asserting such matter may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by the Architect, by mediation or by arbitration. 9.10.3 The parties shall endeavor to resolve their disputes by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. The request may be tnade concurrently with the filing of a dernand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending meNliation for a period of 6odays from the date of filing,unless staved for a longer period by agreement of the parties or court order. 9.10.4 Claims, disputes and other matters in question arising out of or relating to the Contract that are not. resolved by rr►ediation, except matters relating to aesthetic effect and except those tiaived as provided for in Paragraph 9.n and Subparagraphs 14.5.3 and 14.5.4, shall be decided by o a arbitration which, unless the parties mutually agree othervise, shall he in accordance with the oo.�oo Construction Industry Arbitration Rules of the American Arbitration Association currently in 17-11 effect. The demand for arbitration shall be fled in writing with the other party to this Agreement ® 1997 A IAOO and with the American Arbitration Association and shall he made within a reasonable time. after AIA DOCUMENT A107-1997 the dispute has arisen. The .Huard rendered by the arbitrator or arbitrators shall be Final, and ABBREVIATED OWNER- may be entered upon it Irl accordance with applicable law in any court having CONTRACTOR AGREEMENT judgment P Pl g jurisdiction thereof. Except by written consent of the person or entity sought to be joined, no The American Institute arbitration arising out of or relating to the Contract Documents shall include, by consolidation, of Architects 1735 New York Avenue, N.W. joinder or in any other manner, any person or entity not a party to the Agreement under which Washington, D.C. 20406-5292 WARNING. Unliconsed photocopying violates U.S- copyright laws and will subject the v►olator to legal prosecution. such arbitration arises, unless it is shinvn at the time the demand for arbitration is filed that (I) such person or entity is substantially involved in a common question of fact or law, (2) the presence of such person or entity is required if complete relief is to be accorded in the arbitration, (3) the interest or responsibility of such person or entity in the matter is not insubstantial, and (q) such person or entity is not the Architect or any of the Architect's employees or consultants. 1 -he agreement herein among the parties to the Agreement and any other written agreement to arbitrate referred to herein shall he specifically enforceable under applicable law in any court hav- ing jurisdiction thereof. 9.11 CLAIMS FOR CONSEOUENTIAL DAMAGES The Contractor and Owner waive claims against each ether for consequential damages arising out of or relating to this Contract. This mutual waiver includes: .i damages incurred by the Owner for rental expenses, for losses of use, income, profit, Financing, business and reputation, and For loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the N Mork. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 19. Nothing contained in this Paragraph 9.11 shall be deemed to preclude an award of liquidated direct damages, when applicable, in accordance with the requirements of the Contract Documents. ARTICLE 10 SUBCONTRACTORS 10.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perforin a portion of the Work at the site. 10.2 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of the Subcontractors for each of the principal portions of the 1Vork. The Contractor shall not contract. with any Subcontractor to whom the Owner or Architect has made reasonable and timely objection. if the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before coinrrlencement of the substitute Subcontractor's Work. 'Che Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. 10.3 Contracts between the Contractor and Subcontractors shall (1) require each Subcontractor, to the extent of the 1 -York 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, including the responsibility for safety cif the Subcontractor's Work, which the Contactor, by the Contract DOCUrnCiltS, assumes toward the Owner and Architect, and (2) allow the Subcontractor the benefit of all rights, remedies and redress afforded to the Contractor by these Contract Documents. ARTICLE 11 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 11.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. ®1997 AIA® AIA DOCUMENT A107-1997 ABBREVIATED OWNER - CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 of the Project or other construction or operations on the site under conditions of the contract identical or substantially similar to these, including those portions related to insurance and Waiver of subrogation. if the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such claim as provided in Paragraph g.►o. 11.2 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activi- ties, and shall connect and coordinate the Contractor's activities with theirs as rmquired by the Contract Documents. 11.3 The 0xvner shall be reimbursed by the Contractor fir costs incurred by the Owner which are payable to a separate contractor because Of delays, improperly timed activities or defective construction of the Contractor. The Owner shall he responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the NVork or defective construction of a separate contractor. ARTICLE 12 CHANGES IN THE WORK 12.1 The Owner, without invalidating the Contract, may order changes in the 1-Vork Within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. Such changes in the Work shall be authorized by written Change Order signed by the Owner, Contractor and Architect, Or by written Construction Change ]directive signed by the Owner and Architect. 12.2 The cost or credit to the Owner fi•orn a change in the 1-Vork shall be determined by mutual agreement of the parties or, in the case of a Construction Change Directive, by the Contractor's cost of labor, material, equipment, and reasonable overhead and profit. 12.3 `Che Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the ContractTime and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall easy out such written orders promptly. 12.4 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated in the Contract Documents or fi-om those conditions ordinarily folmd to exist, the Contract Sum and Contract Time shall be equitable adjusted. ARTICLE 13 TIME 13.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period II�� for performing the Work. (�'Caw 13.2 The date of Substantial Completion is the date certified by the Architect in accordance oo with Subparagraph 14.4.2. O o 1997 AIAO 13.3 If the Contractor is delayed at any time in the commencement or progress of the NNbrk by AIA DOCUMENT A107-1997 ABBREVIATED OWNER- changes ordered in the Work, by labor disputes, fire, unusual delay in deliveries, abnormal adverse CONTRACTOR AGREEMENT weather conditions not reasonably anticipat.able, unavoidable casualties or any causes beyond the. Contractor's control, or by other causes which the Architect determines may justify delay, then the The American Institute Contract 'I-ime shall he extended by Change Order for such reasonable time as the Architect may of Architects 1735 New York Avenue, N.W_ determine, Subject to the provisions of Paragraph gao. Washington, D.C. 20006-5292 WARNING., Unllcensed photocopying violates U.S. copyright laws and will subject the vbolator to legal puosocution. ARTICLE 14 PAYMENTS AND COMPLETION 14.1 APPLICATIONS FOR PAYMENT 14.1.1 Payments shall be made as provided in Article 4 of this Agreement. Applications for Payment shall be in a form satisfactory to the Architect. 14.1.2 The Contractor warrants that title to all \Work covered 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 art Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or other encumbrances adverse to the Owner's interests, 14.2 CERTIFICATES FOR PAYMENT 14.2.1 The Architect +will, within seven days after receipt of the Contractor's Application for payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify, the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Subparagraph 14.2.3. 14.2.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the O+veer, based on the Architect's evaluations of the 1Work and the data comprising the Application for payment, that the \Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract. Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a C:.ertificatc for payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, SCgUCnees or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the. Owner to substantiate. the Contractor's right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 14.2.3 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Subparagraph 14.2.2 cannot be made. Jf the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Subparagraph 14.2.1. 7'he Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from (II) acts and omissions described in Subparagraph 8.2.2, because of: .1 defective Work not remedied; o 0 oo.�Qc .2 third party claims filed or reasonable evidence indicating probable filing of such claims o unless security acceptable to the Owner is provided by the Contractor; ® 1 9 9 7 A I A .3 failure of the Contractor to make payments properly to Subcontractors or for labor, AIA DOCUMENT A107-1997 materials or egUil)menL; ABBREVIATED OWNER - A reasonable evidence that the Work cannot be completed for the unpaid balance of the CONTRACTOR AGREEMENT Contract Sutn; The American Institute .s damage to the Owner or another contractor; of Architects 1735 New York Avenue, M.W. Washington, D.C. 20006-5292 WARNING; Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. 01997 AIA.® AIA DOCUMENT A107-1997 ABBREVIATED OWNER - CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washirnblon, D.C. 20006-5292 i -6 reasonable evidence that the N-Vork will not be completed within the Contract Time and that the unpaid balance Would not he adequate to cover actual or liquidated damages for the anticipated delay; or .7 persistent failure to carry out the \Mork in accordance Nvith the Contract Documents. 14.2.4 When the above reasons for withholding certification are removed, certification Evill he made for amounts previously +withheld. 14.3 PAYMENTS TO THE CONTRACTOR. 14.3.1 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account. of such Subcontractor's portion of the. \Work. The Contractor shall, by appropriate agreement with each Subcontractor, mClUire each Subcontractor to make payments to sub -subcontractors in similar planner. 14.3.2 Neither the Owner nor Architect shall have an obligation to pay or see to the payment of money to a Subcontractor except as may otherx-ise be required by la+w. 14.3.3 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. 14.4 SUBSTANTIAL COMPLETION 14.4.1 Substantial Completion is thee stage in the progress of the kVork when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the \Work for its intended use. 14.4.2 When the Architect determines that the Work or designated portion thereof is substantially complete, the Architect will issue a Certificate of Substantial Completion which shall establish the date of Substantial Completion, establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and fix the time within Which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. Upon the issuance of the Certificate of Substantial Completion, the Architect will submit it to the Owner and Contractor for Lheir written acceptance of responsibilities assigned to them in such Certificate 14.5 FiNAL COMPLETION AND FINAL PAYMENT 14.5.1 Upon receipt of+vritten notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and,when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the ,Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions stated in Subparagraph 14.3.2 as precedent to the Contractor's being entitled to fi nal payment have been fulfilled. 14.5.2 Final payment shall not become due until the Contractor has delivered to the Owner a complete release of all liens arising out of this Contract or receipts in full covering all labor, WARNING: Unlicensed photocopying violates U.S. copyright taws and will subject the violator to legal prosecution. materials and equipment for Which a lien could be filed, or a bond satisfactory to the Owner to indemnify the Owner against such lien. tf such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner tnay be compelled to pay in discharging such lien, including costs and reasonable attorneys' fees. 14.5.3 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 DOCUlllellts. 14.5.4 Acceptance of final payment by the Contractor, a Subcontractor 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 Application for Payment. ARTICLE 15 PROTECTION OF PERSONS AND PROPERTY 15.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions acid programs in connection with the performance of the Contract. 'rhe Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: .1 employees on the Work and other persons Who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein; and .3 other property at the site or adjacent thereto. The Contractor shall give notices and comply evith 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 caused in whole or in part by the Contractor, a Subcontractor, a sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Subparagraphs 15.1.2 and 1.5.1.3, except for damage or loss attributable to acts or omissions of the Owner or Architect or by anyone for whose acts eit her of them may he liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Paragraph 3.13. 15.2 HAZARDOUS MATERIALS 15.2.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PC13), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect in writing. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shutdown, delay and start-up, which adjustments shall be accomplished as provided in Article 12 of this Agreement. 15.2.2 To the fullest extent permitted by liw, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, 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 in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in WARNING: Unlicensed phot000pying violates U.S. copyright laws and will subject the violator to legal prosecution. 0 1997 AIAO AIA DOCUMENT A107-1997 ABBREVIATED OWNER - CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 10006-5292 Subparagraph 15.2.1 and has not been rendered harmless, provided that such claim, darnage, loss or expense is attributable to bodily injut-v, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), and provided that such damage, loss or expense is not due to the sole negligence of a party seeking indemnity. 15.2.3 If, without negligence on the part of the Contractor, the Contractor is held liable For the cost of remediation of a hi7irdous material or substance solely by reason of performing \-Vork as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred. ARTICLE 16 INSURANCE 16.1 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' compensation acts and other employee benefit acts which are applicable, claims for damages because of bodily injury, including death, and 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 an), of them. This insurance shall be written for not legs than limits of liabilityspecified in the Contract Documents or required by whichever coverage is greater, and shall include contractual liability insurance applicable to the Contractor's obligations. Certificates of I11SUrance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. Each policy shall contain a provision that the policy will not be canceled or allowed to expire until at least ;o days' prior written notice has been given to the Owner. 16.2 OWNER'S LIABILITY INSURANCE The Owner shall be responsible- for purchasing and maintaining the Owner's usual Liability insurance. 16.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE 16.3.1 Optionally, the Owner may require. the Contractor to purchase and maintain Project N14a111gement Protective Liability insurance from the Contractor's usual sources as primary coverage for the Owner's, Contractor's and Architect's vic{arious liability for construction operations under the Contract. L6iless otherwise rffluired by the Contract Diacuments, the Owner shall reimburse the Contractor by increasing the Contract Sum to pay the Cost of purchasing and maintaining such optional insurance coverage, and the Contractor shall not be responsible for purchasing any other liability insurance on behalf of the Owner. The minimum limits of liability purchased with such coverage shall be equal to the aggregate of the limits required for Contractor's Liability insurance Under Paragraph 16.1, 16.3.2 '10 the extent damares are covered by Project Management Protective Liability insurance, �)I) the Owner, Contractor and Architect waive all rights against each other for damages, except such rights as they may have to the proceeds of such insurance. The policy shall proAde for such 0 o waivers of subrogation by endorsement or otheiivise. o. .o �oYi~A o� 16.3.3 The Owner shall not require the Contractor to include the Owner, Architect or other 0 199 r A I A ® persons or entities as additional insureds on the Contractor's liability insurance under Paragraph AIA DOCUMENT A1074997 ABBREVIATED OWNER - CONTRACTOR AGREEMENT 16.4 PROPERTY INSURANCE The American Institute 16.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or com- of Architects panics lawfully authorized to do business in the jurisdiction in which the Project is located, 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. property insurance on an "all-risk" policy form, including builders risk, in the amount of the ini- tial Contract Sum, plus the value of Subsequent modifications and cost of materials supplied and installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or othenvise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in paragraph 14.5 or until no person or entity other than the Owner has an insurable interest in the property required by this Paragraph 16.a to be covered, whichever is later. This insurance shall include' interests of the Owner, the Contractor, Subcontractors and sub -Subcontractors in the Project. 16.4.2 The Owner shall file a copy of each policy with the Contractor before an exposure to loss may occur. Each policy shall contain a provision that the policy, will not be canceled or allowed to expire, and that its litnits will not be reduced, until at least 3o days' prior written notice has been given to the Contractor. 16.5 WAIVERS OF SUBROGATION 16.5.1 The Owner and Contractor %waive all rights against (I) each other and any of their subcontractors, sub -subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, separate contractors described in Article it, if any, and any of their subcontractors, sub -subcontractors, agents and employees for damages caused by fire or other causes of loss to the extent. covered by property insurance obtained pursuant to Paragraph 16.4 or other property insurance applicable to the Mork, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in Article 11, if any, and the subcontractors, sub -subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A N,.aiver of subrogation shall be effective as to a person or entity even though that pet -son or entity would othenvise have a duty of indernnification, contractual or othenvise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. 16.5.2 A loss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements or any applicable mortgagee clause. Tlie Conlractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their sub -subcontractors in similar manner. ARTICLE 17 CORRECTION OF WORK 17.1 The Contractor shall promptly correct NVork rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. 17.2 In addition to the Contractor's obligations under Paragraph t.,l, if, within one year after the date. of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Subparagraph 14.4.2, or by terms of an applicable special warranty required by the Contract Documents, any of the \-York is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. ®1997 AIA® AIA DOCUMENT A107-1997 ABBREVIATED OWNER - CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006.5292 promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall Sive such notice promptly after discovery of the condition. During the one-year period for correction of 1Vork, if the Owner fails to notify the Contractor and five the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of Aarraill.y. 17.3 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in accordance with t'aragraph 7.3. 17.4 The one-year period for correction of l -York shall be extended with respect to portions of Work first performed after Substantial Completion by the period of lime between Substantial Completion and the actual performance of the \Work. 17.5 The one-year period for correction of Work shall not be extended by corrective \York performed by the Contractor pursuant to this Article 17. ARTICLE 18 MISCELLANEOUS PROVISIONS 18.1 ASSIGNMENT OF CONTRACT Neither party to the Contract shall assign the. Contract without written consent of the other. 18.2 GOVERNING LAW The Contract shall be governed by the law of the place where the Project is located. 18.3 TESTS AND INSPECTIONS Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless othertivise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related casts of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and \vhere tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections or approvals which do not become requirements until after bids are received or negotiations concluded. 18.4 COMMENCEMENT OF STATUTORY LIMITATION PERIOD As between Owner and Contractor, any applicable 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 dale of issuance of the final Certificate for Payment for acts or fail- II�� ores to act occurring subsequent to the relevant date of Substantial Completion and prior to the issuance of the final Certificate for Payment.; and e e .3 not later than the date of the relevant act or failure to act by the Contractor for acts or Q. failures to act occurring after the date of the final Certificate for Payment. 0 01997 AIAO AIA DOCUMENT A107-1997 ARTICLE 19 TERMINATION OF THE CONTRACT ABBREVIATED OWNER - CONTRACTOR AGREEMENT 19.1 TERMINATION BY THE CONTRACTOR If the Architect fails to recommend payment for a period of 3o days through no fault of the The Arnetican Institute Contractor, or if the Owner fails to make payment thereon for a period of 3o days, the Contractor of Architects m 1135 New York Avenue, N.W. may, upon seven additional days' written notice to the Owner and the Architect, terminate the Washington, D.C_ 20006-5292 WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. Contract and recover from the Owner payment for \41ork executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead, profit and damages applicable to the Project. 19.2 TERMINATION BY THE OWNER 19.2.1 The Owner may terminate the Contract if the Contractor: .i persistently or repeatedly refuses or fails 10 supply enough properly skilled workers or proper materials; .2 fails to make payment. to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or .a otherwise is guilty of substantial breach of a provision of the Contract Documents. 19.2.2 When any of the above reasons exists, the Owner, upon certification by the Architect that sufficient cause exists to justify such action, may, without prejudice to any other remedy the Owner may have and after giving the Contractor seven days' written notice, terminate the Contract and take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. 19.2.3 When the Owner terminates the Contract for one of the reasons stated in Subparagraph iq.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. 19.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the 1-Vork, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Architect, upon application, and this obligation for payment shall survive termination of the Contract. 01997 AIA® AIA DOCUMENT A107-1997 ABBREVIATED OWNER - CONTRACTOR AGREEMENT 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. ARTICLE 200THER CONDITIONS OR PROVISIONS This Agreement entered into as of the day and year first written above. O W N E R (Sigrratrrre) C O N T R A C T O R (S g„aujre) Mark C. Albin, President (Printed name and title) (1'rrnted rranrc and rrtle) CAUTION: )ott shortld sign an original AIA document or a licensed reproduction. Originals contain the AIA loso 4Q` �I>� Printed in red, licensed reproductions are those produced in accordance tMh the Instructions to this doertment. :0i��r,�� 01997 AIA® AIA DOCUMENT A107-1997 ABBREVIATED OWNER - CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N -W. Washington, D.C. 20006-5792 WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. , 'mterplace — Early SitE:. ;:.': Pack i eit Moore Architects, P.C. Mirabeau Point Park Spokane, Washington SECTION 00500 - STANDARD FORM OF AGREEMENT AND MODIFICATIONS The Agreement, composed of the "Abbreviated Standard Form of Agreement Between Owner and Contractor for Construction Projects of Limited Scope where the basis of payment is a STIPULATED SUM" AIA Document A107- 1997 (bound into this Project Manual) is incorporated herein by reference. The modifications to the "Abbreviated Standard Form of Agreement Between Owner and Contractor for Construction Projects of Limited Scope where the basis of payment is a STIPULATED SUM, AIA Document A 107-1997' are as follows: Project Number: 03-001 Project Name: Early Sitework Package — Centerplace at Mirabeau Point Park Wording, shall be inserted where indicated. Page 1 Insert for Owner: City of Spokane Valley, Washington C/O Public Works Department 11707 E. Sprague Avenue, Ste 106 Spokane Valley, Washington 99206 The Project is: Early Sitework Package — Centerplace at Mirabeau Point Park This project shall be known and referenced as Project No. 03-001 The Architect is: Tan Moore Architects 416 West Sprague Avenue Spokane, Washington 99201 Add after the sentence "The Owner and Contractor agree as follows." Included and attached hereto are the modifications to the Abbreviated Standard Form of Agreement Between Owner and Contractor for Construction Projects of Limited Scope where the basis of payment is a STiPULATED SUM. ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 2.2 Add: The date of commencement shall be stated in the Notice to Proceed by the Owner. 2.3 Change paragraph 2.3 to read: 2.3 The Contractor shall achieve Final Completion of the entire Work not later than thiFty {�A}forty five (45) calendar days beginning the commencement date specified in the Notice to Proceed, subject to adjustments of this Contract Time tit provided in the Contract Documents. ARTICLE 3 CONTRACT SUM 3.2 Delete Paragraph 3.3 Delete Paragraph ARTICLE 4 PAYMENTS Section 00500 Standard Form of Agreement and Modifications Centerplace — Early Site..,= -r Pack,:, i ati Moore Architects, P.C. Mirabeau Point Park Spokane, Washington 4.1.2 Delete and replace with the following: 4.1.2 Payment shall be made thirty days (30) in arrears for work performed provided that a minimum of one copy of a properly prepared payment application is submitted to the Architect for review and recommendation for payment not sooner than the first (1 st) nor later than the tenth (I Oth) day of the month following the month in which the work was completed. The Owner shall make payment to the Contractor not later than the 101° day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than 30 days after the Architect receives a properly prepared Application for Paymcnt. A properly prepared Application for Payment is one that contains no significant errors or omissions and that is signed and certified as required. The Owner shall be the final judge as to what constitutes a significant error or omission. All requests will reference the Owner's project number. 4.1.2.1 Add a new paragraph to read: 4.1.2.1 Subject to the provisions of the Contract Documents the amount of each progress payment shall be computed as follows: 4.1.2.1.1 Take the portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of the Work in the Schedule of Values, less retainage of five percent (5%) plus 100% of the Tax amount. 4.1.2.1.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered' and suitable stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of five (5%) plus 100% of the Tax amount; 4.1.2.2 Add a new paragraph to read: 4.1.2.2 The progress payment amount determined in accordance with Subparagraph 4.1.2.1 shall be further modified under the following circumstances: 4.1.2.2.1 Upon Completion of the Work, a sum sufficient to increase the total payments to n.incty-five (95%) of the Work plus 100% of the Tax amount, less such amounts as the Architect shall determine for incomplete Work and unsettled claims. 4.1.2.2.2 If final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts wit] be subject to statutory limitations. 4.l .3 Insert the following interest rate: The interest rate payable will be per Washington State statute. 4.2.2 Delete and replace with: 4.2.2 The Owner's retainage payment will not be paid before 45 days has passed from the date the City of Spokane Valley accepts the work of the project as complete. ARTICLE 5 Delete in its entirety and replace with: ARTICLE 5 ENUMERATION OF CONTRACT DOCUMENTS 5.1 The Contract Documents consist of this agreement, all conditions of City of Spokane Valley Bid No. 03-001 and other documents listed below issued prior to the execution of this Agreement and all modifications and change orders issued subsequent thereto. These form a contract and all are as fully a part of the contract as if attached to this agreement Section 00500 Standard Form of Agreement and Modifications Centerplace — Early Sitev ,i filackE, a I Moore Architects, P.C. Mirabeau Point Park Spokane, Washington or repeated herein. In the event of a conflict between documents the order of precedence will be the order listed below. An enumeration of the contract documents is set forth below: 1. Change Orders; and 2. Notice To Proceed; and 3. Notice Of Award; and 4. Agreement; and 5. Addenda; and 6. Specifications; and 7. Drawings; and R. The provisions of City of Spokane Valley Bid No. 03-001; and 9. The bid proposal of the contractor 5.2 Modifications to the Abbreviated Standard Form of Agreement for Project Number 03-001 are attached hereto and included herein by reference. Deletion: Delete and replace the paragraph preceding the signature block area of the Agreement with the following language: This Agreement is entered into as of the day and year first written above and is executed in one original copy, which will be returned to the Owner. The original executed Agreement will be filed with the City Clerk, one copy will be provided to the Contractor and the Architect. Certified copies, if needed, may be obtained, at the expense of the requestor, from the City Clerk. ARTICLE 6 GENERAL PROVISIONS 6.1.1 Add a new paragraph to read: 6.1.1 The apparent silence or omission of the Contract Documents as to any detail, of any work to be done or materials to be furnished and required for the proper performance of the work, shall be regarded as meaning that the best general practice is to prevail, and that material and workmanship of the best quality are to be used, and interpretation of the Contract Documents shall be made upon this basis. 6.5 Delete in its entirety and replace with: 6.5 All drawings, plans, specifications and other related documents prepared by the Architect under this agreement are and shall become the property of the Owner, upon final payment to the Architect, without restriction, reservation or qualification. The Architect may retain copies necessary for record keeping, documentation and all such other business purposes. ARTICLE 7 ONVNER 7.1.2 Delete in its entirety and replace with: 7.1.2 Prior to commencing any excavation or grading, the Contractor shall satisfy itself as to the accuracy of all survey data as indicated in these Drawings and Specifications and/or as provided by the Owner. Should the Contractor discover any inaccuracies, errors or omissions in the survey data, the Contractor shall immediately notify the Architect in order that proper adjustments can be anticipated and ordered. Commencement by the Contractor of any excavation, grading or clearing shall be held as an acceptance of the survey data by the Contractor, after which time the Contractor has no claim resulting from alleged errors, omissions or inaccuracies of said survey data. 7.1.3 Delete in its entirety. Section 00500 Standard Form of Agreement and Modifications Centerplace — Early Site :. ?ackt. `rMoore Architects, P.C. Mirabe.au Point Paris Spokane, Washington ARTICLE 8 CONTRACTOR 8.1.1 Add a new sentence to read: If the Contractor fails to visit the work site and familiarize itself with the local conditions, it shall still be held to knowledge of such condition had a visit been made. 8.2.1 Add new sentences to read: Unless otherwise expressly provided in the Contract Documents, the means and methods of construction shall be such as the Contractor may choose, subject however, to tate Architect's right to reject means and methods which: (1) will constitute or create a hazard to the work, or persons or property; or (2) will not produce finished work in accordance with the terms of the contract. The Architect's approval of the means and methods of construction or failure to exercise such right to reject such means or methods shall not negate the accomplishing of the result intended by the Contract Documents, nor shall the exercise of such right to reject create a cause of action for damages by the Contractor. 8.3.4 Add the following as the first sentence: After the contract has been executed, the Owner and the Architect will consider a formal request for the substitution of products in place of those specified. 8.3.4.1 Add a new subsection: 8.3.4.1 By making requests for substitutions based on subsection 8.3.4 above, the Contractor: 8.3.4.1.1 represents that the Contractor has personally investigated the proposed substitute product and determined that it is equal or superior in all respects to that specified; 8.3.4.1.2 represents that the Contractor will provide the same warranty for the substitution that the Contractor would for that specified; 8.3.4.1.3 certifies that the cost data presented is complete and includes all related costs under this contract except the Architect's redesign costs, and waives all claims for additional costs related to the substitution which subsequently become apparent; and 8.3.4.1.4 will coordinate the installation of the accepted substitute, making such changes as may be required for the work to be complete in all respects. 8.4.1 Add the following subparagraph: 8.4.1 No express warranty or guarantee contained herein shall in any way limit, void, displace, or modify any implied warranties or guaranties owed by the Contractor to the Owner. 8.5.1 Add new subparagraph: 8.5.1 State Sales Tax: The City of Spokane Valley is subject to the payment of Washington State Sales Tax on all purchases. 8.5.2 Add new subparagraph: 8.5.2 State Taxes: The Washington Department of Revenue has issued special rules designed to assist the Contractor Section 00500 Standard Form of Agreement and Modifications Centerplace — Early Sitev';,.-.r 'acke�� Mirabeau Point Park id, Moore Architects, P.C. Spokane, Washington in accurately reporting to the Department of Revenue the Contractor's tax liability. Although the Owner may furnish information in the specification regarding the application of state taxes to a particular contract or bid item, it shall be the contractor's responsibility as to the correct interpretation of the laws and regulations relating to such taxes. Adjustments will not be made in the amount to be paid by the Owner under the contract because of any misunderstanding by the contractor as to the Contractor's liability for, or the amount of, any taxes..1f the contractor is in doubt as to the tax procedures in any particular case, the Contractor shall consult with the Washington State Department of Revenue, Taxpayer Information & Education Section. ARTICLE 9 ARCHITECT'S ADMINISTRATION OF THE CONTRACT 9.9 Delete in its entirety. ARTICLE 10 SUBCONTRACTORS 10.1 Add the following: All subcontractors will be licensed and registered with the State of Washington. ARTICLE 14 PAYMENTS AND COMPLETION 14.1.1.1 Add new subparagraph: 14.1.1.1 Progress payments: Payments of an invoice for work performed will be for 95% of the principal amount plus 100% of the tax amount. For contracts of less than $25,000 value, when requested by the Contractor and approved by the County, a retainage amount of 50% (work performed plus tax) will be held in lieu of providing a Contractor's bond (Performance Bond and Payment Bond). Payments of an invoice for work performed will be for 50% of the total of the principal amount plus tax. The balance of the payment request will be held by the County as retainage. 14.1.1.2 Add new subparagraph: Payment shall be made thirty days (30) in arrears for work performed provided that a minimum of one copy of a properly prepared payment application is submitted to the Architect for review and recommendation for payment not sooner than the first (1 st) nor later than the tenth (10th) day of the month following the month in which the work was completed. The Owner shall make payment to the Contractor not later than the I & day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than 30 days after the Architect receives a properly prepared Application for Payment. A properly prepared Application for Payment is one that contains no sVificant errors or omissions and that is signed and certified as required. The Owner shall be the anal judge as to what constitutes a significant error or omission. All requests will reference the Owner's project number. 14.1.1.3 Add new subparagraph: 14.1.1.3 The last, or final, application for payment (represents 100% of the value of the contract) is exempt the submission date requirement and will be paid (retainage requirement applies) within thirty (30) calendar days from receipt of a correct and proper payment application by the Owner. Notc an application for payment of retainage is not required and is not to be submitted. 14.1.1.4 Add new subparagraph: 14.1.1.4 Retainage Payment: Retainage will not be paid sooner than 45 days after project acceptance by the City of Spokane Valley. Project Acceptance begins the 45 -Day Retainagge Period. Prior to the release of retainage, the following documentation, in proper form, must be in the possession of the City of Spokane Valley Public Works Department: Section 00500 Standard Form of Agreement and Modifications Centerplace — Early Sitev:<;.: .'ack, rali Moore Architects, P.C. Mirabeau Point Park Spokane, Washington 1.* Arch itectlEngineer/Department approval and certification of the request for ftnal application for payment. 2.3 A notarized copy of the Affidavit of Bills Paid. (Blank form provided by the City) 3. Project Acceptance from the City of Spokane Valley. 4. Certificate of Payment of Contributions, Penalties, and Interest on Public Works Contract (required on projects over $20,000.00) received from the State Department of Revenue (Requested by the City when Project Acceptance is received). 5.* Request For Release from the State Department of Labor & Industries (Requested after Project Acceptance when final payment request is submitted). 6. Certification of Payment of Contributions from the State Employment Security Department (Requested by the City when the Resolution of Acceptance is received). 7.* Affidavits of Prevailing; Wages Paid approved by the Department of Labor & Industries on the Contractor and each and every Subcontractor. A. Reports on Claims (liens) filed against the project or Contractor from the County Auditor; City Clerk and the City Public Works Department 45 days from date of Project Acceptance). Nate The Asterisk (*) Following Certain Numbered Items Denote Documents To Be Prepared By And/Or Due From The Contractor. 14.1.1.5 Add new subparagraph: 14.1.1.5 Late Payment: Moneys past due may bear a finance charge as stipulated by law. The current rate is 1 % per month. 14.1.3 Add new subparagraph to read: 14.1.3 Before any payments will be made the following must be in the possession of the City of Spokane Valley Public Works Department in proper form and in accordance with the contract documents: 1) a current list of subcontractors (if requested by Owner); and 2) Statement of Intent to Pay Prevailing Wages, certified by the Washington State Industrial Statistician (Owner's copy), from the Contractor and each and every Subcontractor, who has work represented on a payment application; and 3) a copy of the Certification of Insurance or Certificates or Policy(ics) (when requested); and 4) a Contractors Bond (Performance and Payment Bond). Each application for payment submitted by the Contractor shall contain a certification which states '`Prevailing wages have been paid in accordance with the pre -filed statement or statementsf intent to pay prevailing wa&cs on file with the City of Spokane Valley". An example of the certification which is to appear on each payment application submitted by the Contractor for payment follows: "CERTIFICATE 1 certify that wages have been paid in accordance with the Statement(s) of Intent to Pay Prevailing Wages previously certified and filed pursuant to this contract. By: Date: Section 00500 Standard Form of Agreement and Modifications Centerplace — Early Site:' _. " Pack. ran Moore Architects, P.C. Mirabeau Point Park Spokane, Washington 14.5.1.1 Add a new Paragraph to read: 14.5.1.1 A certified and approved final application for payment is exempt from the submission date requirement and is normally paid within 30 days following submission to the Architect (retainage requirement applies). 14.5.2 Add the following text: The Contractor will provide the following documentation to the City of Spokane Valley Public Works Department as soon as possible after item l below is submitted. I . ArchitecdEngineer/Owner approval of final invoice and recommendation for acceptance of the project as complete. 2. Updated list of subcontractors. 3. Affidavit of Bills Paid notarized. A copy of a Request for Release which the Contractor submitted to the State Department of Labor and Industries before that Department will release the Owner from all liability pursuant to Title 50 or Title 51 RCW. 14.5.3 Delete in its entirety. 14.5.4 Delete in its entirety and replace with the following: 14.5.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee. 14.5.5 Add a new Paragraph to read: 14.5.5 Release of retainage will not be paid before 45 days has passed from the date of the City of Spokane Valley accepting the work of the project as complete provided the following conditions are met: 1. Releases have been received from the State Department of Labor and Industries, the State Employment Security Department, and all other departments and agencies having jurisdiction over the activities of the Contractor. 2. On contracts totaling more than $20,000.00, a release has been obtained from the State Department of Revenue. 3. No claims, as provided by law, have been filed against the retained percentage as evidenced by a check with the County Auditor -Recording, City Clerk and the City Public Works Department. 4. Affidavits of Prevailing Wages Paid approved by the Washington State Department of Labor and Industries on the Contractor and each and every Subcontractor. ARTICLE 15 PROTECTION OF PERSONS ANTI) PROPERTY 15.2 Add the following subparagraph: 15.2 The Contractor shall promptly remedy damage and loss to property referred to in Clauses 15.1.2 and l 5.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Clauses 15.1.2 and 15.1.3, except damage or loss solely attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault of negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under the Contract Documents. ARTICLE 16 INSURANCE Delete entirely. ARTICLE 17 CORRECTION OF WORK Section 00500 Standard Form of Agreement and Modifications Centerplace - Early Site:` .: Pack..,,:*?ran Moore Architects, P.C. Mirabeau Point Park - Spokane, Washington Amend as follows: All references made to "Substantial Completion" are changed to "Final Completion." ARTICLE I8 NfISCrLLANEOUS PROVISIONS 18.2 Delete and replace with: 18.2 This agreement has and shall be construed as having been made and delivered within the State of Washington and the laws of the State of Washington shall be applicable to its construction and enforcement. Any action at law, suit in equity or judicial proceeding for the enforcement of this agreement or any provisions hereto shall be instituted only in the courts of competent jurisdiction within Spokane County, Washington. 18.3 Amended by adding new Paragraphs as follows: 18.3.1 Inspection or testing performed exclusively for the Contractor's convenience shall be the sole responsibility of the Contractor. 18.3.2 Inspection or testing performed to prove acceptability of proposed substitute materials and/or equipment shall be the sole responsibility of the Contractor and shall be made by an independent testing agency approved by the Architect in advance. 18.3.3 If materials or workmanship are used which fail to meet specification requirements, the Contractor shall pay the cost of all load tests, coring or other tests deemed necessary by the Architect to determine the safety or suitability of the material or element. 18.3.4 Inspection and tests required to establish compliance with the Contact Documents will be made by a pre- qualified independent testing agency approved by the Architect. 18.3.5 The Contractor shall pay the cost of complete testing of all equipment and systems for proper operation such as plumbing, heating, ventilating, air conditioning and electrical. 18.3.6 The Contractor shall employ and coordinate the approved independent testing agency that shall prepare the test report, logs, and certificates applicable to the specific inspections and tests and promptly deliver three (3) copies to the Architect, in such time as to not delay progress of the work or final payment thereof. All engineering test results and test reports shall be signed and scaled by a State of Washington Registered Professional Engineer. 18.4 Delete in its entirety. ARTICLE 191TRMINATION OF THE CONTRACT 19.2.1.1 Delete the word "substantial" ARTICLE 20: Add new article and paragraphs as follows: ARTICLE 20 ADDITIONAL CONDITIONS 20.1 PREVA.iUNG WAGES 20.1.1 The prevailing rate of wages and benefits to be paid to all workmen, laborers, or mechanics employed in the performance of this contract shall be in accordance with the provisions of chapter 39.12 RCW, as amended. The rules and regulations of the Department of Labor and Industries and the schedule- of prevailing wages for the locality or localities where this contract will be performed as determined by the industrial statistician of the Department of Labor and Section 00500 Standard Form of Agreement and Modifications Centerplace — Early Sitewui K Pack = Tan Moore Architects, P.C. Mirabe.au Point Park Spokane, Washington Industries, are incorporated by reference as a part of the Contract Inasmuch as the Contractor will be held responsible for paying the prevailing wages, it is imperative that the Contractor familiarizes itself with the current wage rates before submitting bids based on these specifications. 20.1.2 It is the responsibility of the Contractor to insure that the appropriate labor classification(s) are identified and that the applicable wage and benefit rates are taken into consideration when preparing any bids according to the specifications or paid if awarded a contract. 20.2 NONiDISCR.IRINATiON 20.2.1 During the performance of this contract, the Contractor and its subcontractors shall not discriminate on the basis of race, religion, color, age, sex or national origin or the presence of any sensory, mental or physical handicaps in employment or application for employment or in the administration or delivery of services or any other benefits under the contract except to the extent permitted by bona fide occupation qualifications. Section 00500 Standard Form of Agreement and Modifications