HomeMy WebLinkAboutIntermodal Facility AIA Document A401 - 1997 Standard Form of Agreement
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AlA Document A401~
1997
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Standard Foxm of Agreement Between Contractor and
Subcontractor
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AGREEMENT made as of the day of
(In words, indicate day, month and year)
in the year
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BETWEEN the Contractor:
(Name, address and other information)
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and the Subcontractor:
(Name. address and other information)
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The Contractor has made a contract for construction dated:
With the Owner:
(Name, address and other information)
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For the following Project:
(Include detailed description of Project, location and address)
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which Contract is hereinafter referred to as the Prime Contract and which provides for the
furnishing of labor, materials, equipment and services in connection with the construction
of the Project. A copy of the Prime Contract, consisting of the Agreement Between
Owner and Contractor (from which compensation amounts may be deleted) and the other
Contract Documents enumerated therein has been made available to the Subcontractor.
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The Architect for the Project is:
(Name, address and other information)
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;ADDITIONS"ANti DELETIONS ';
!Thd author of this document
iha~ added information
ineeded for its completion.
~':, ."'~,'." .,~
The author may also have
ii"e\iised the text of the
!ori!ginal AIA's~andard form.
iAn ;Addition~ and Deletions
IRedort thatinotes added
,in~ormation;as!well as
:re~isions t9 t~e standard
i fortn_texL.is avai.lable..from
'the author and should be
reviewed.
This document has important
legal consequence~.,.'-
consultatiop.,wifi. an"
attorneY" is ew:;c;ur<1-ged with
.respect to. its' qompletion
,or lJ1ooification.
This dOCUmeRthas been
approved.~pd endors~d by
the American SU);l.contr"actors
Association and the
Associated Speciality
Contrac~o~s, Inc.
" ,'.~' ,..." .""..'W."".'..
,"
ELECTRONIC COPYING of any
portion of this AlA' Document
to another electronic file is
prohibited and constitutes a
violation of copyright laws
as set forth in the footer of
this document.
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AlA Document A401~ - 1~g7_ Copyright (Q 1915; 1925, 1937, 1951, 1958, 19~1, 19tj3, 19fi6, 1967, 1972/ 1978, 1ge7 and 1997 by The American
Institute of Architect~. All rights reserv8d. WARNING: This AlA. Document is protected by U.5_ Copyri~ht LaW and International Tr~ati~8.
Unauthori:t~ reproduction or distribution of this AiAe Doeument, or any portion of it. may result in stllvere civil and criminal penalties,
&nd will be pro.e~cut&d to the ~:ximum extent possibli:! under the law. This draft was produced by AlA software at 10:59:29 on 04/09/2'1)0'1
llnder Order NO.I000259422_1 whi~:h exp:i.,["es on 9/1R/2007, and is not for re$al~.
User Not~s: (631244124)
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The Contractor and the Subcontractor agree as follows.
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AIA. Dooument A401~ - 1997. Copyright @ 1915, 1925, 1937, 1951, 15)58, 1961, 1963, 19EJ6, 19ti7, 1972, 1978, 1987 and 1997 by The American
Institllt~ elf Architect.s. All riqhts reserv~d. WARNtNG: This AIA.M Document is protect.ed by U.s. copyriqht Law and Int.ernational Tr9iiti~s.
Unauthorized reproduction or distribution of this AlA. Document, or any portion of i t. ~y ~e.eul t in .eevere civil and criJrlinal penalties I
and will be prosecuted to the maximum ext~nt possibl~ under the:. la.w. Th,is dr'aft was produced by AlA 50ftWf.lrf;! at lf1:~!9=29 on 04/09/2007
umier Order No.l000259422_1 which l::!){piI;"e.s on ~)j18/2Q07, and is not (or resale.
User Note<!;l: (6312441L4i
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ARTICLE 1 THE SUBCONTRACT DOCUMENTS
~ 1.1 The Subcontract Documents consist of (I) this Agreement; (2) the Prime Contract, consisting of the Agreement
between the Owner and Contractor and the other Contract Documents enumerated therein; (3) Modifications issued
subsequent to the execution of the Agreement between the Owner and Contractor, whether before or after the
execution of this Agreement; (4) other documents listed in Article 16 of this Agreement; aqd(5) Modifications to
this Subcontract issued after execution of this Agreement. These form the Subcontract, and; are ias fully a part of the
Subcontract as if attached to this Agreement or repeated herein. The Subcontract represents theientire and integrated
agreement between the parties hereto and supersedes prior negotiations, representations or agr~ments, either written
or oral. An enumeration of the Subcontract Documents, other than Modifications issued subsequenffothe execuii6'n ..
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of this Agreement, appears in Article 16.
~ 1.2 Except to the extent of a conflict with a specific term or condition contained in the Su~corltract Documents, the
General Conditions governing this Subcontract shall be the edition of AlA Document A201, G~neral Conditions of
the Contract for Construction, current as of the date of this Agreement. .
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~ 1.3 The Subcontract may be amended or modified only by a Modification. The Subcontra~t Documents shall not
be construed to create a contractual relationship of any kind (1) between the Architect and ~e $ubcontractor,j(2)
between the Owner and the Subcontractor, or (3) between any persons or entities other thaq the: Contractor a~d
Subcontractor. \ . !
~ 1.4 The Subcontractor shall be furnished copies of the Subcontract Documents upon requ~st, butlheContractor-
may charge the Subcontractor for the reasonable cost of reproduction.
ARTICLE 2 MUTUAL RIGHTS AND RESPONSIBILITIES
~ 2.1 The Contractor and Subcontractor shall be mutually bound by the terms of this Agreement and, to the extent.
that the provisions of the edition of AlA Document A20 1 current as of the date of this Agreement apply to tills
Agreement pursuant to Section 1.2 and provisions of the Prime Contract apply to the Work of the_Subcontr~ctor, the
Contractor shall assume toward the Subcontractor all obligations and responsibilities that tqe'OWnet, under such
documents, assumes toward the Contractor, and the Subcontractor shall assume toward the ;Contractor all obligations
and responsibilities which the Contractor, under such documents, assumes toward the Ownerancl,the Archit~ct. The
Contractor shall have the benefit of all rights, remedies and redress against the Subcontractor whiclithe ()wner;
under such documents, has against the Contractor, and the Subcontractor shall have the benefit of all rights,
remedies and redress against the Contractor which the Contractor, under such documents, has against the Owner,
insofar as applicable to this Subcontract. Where a provision of such documents is inconsistent with a provision of
this Agreement, this Agreement shall govern.
~ 2.2 The Contractor may require the Subcontractor to enter into agreements with Sub-subc<i~tr<}Ct6rsperfonv.ilJg
portions of the Work of this Subcontract by which the Subcontractor and the Sub-subcontn(ctofare mutu~lIy'boulld;'
to the extent of the Work to be performed by the Sub-subcontractor, assuming toward each!oth~r all obligation/l'and
responsibilities which the Contractor and Subcontractor assume toward each other and having 1he benefit bf aU
rights, remedies and redress each against the other which the Contractor and SubcontractodhaVe by virtUelofthe
provisions of this Agreement. i ' i
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ARTICLE 3 CONTRACTOR
~ 3.1 SERVICES PROVIDED BY THE CONTRACTOR
~ 3.1.1 The Contractor shall cooperate with the Subcontractor in scheduling and performing the COI.1tractor'sW-orkto
avoid conflicts or interference in the Subcontractor's Work and shall expedite written response~.tO submittals made
by the Subcontractor in accordance with Section 4.1 and Article 5. As soon as practicable aftef ex~cutioii ~{this
Agreement, the Contractor shall provide the Subcontractor copies of the Contractor's constTJlctiQri schedule and
schedule of submittals, together with such additional scheduling details as will enable the Subcontractor to plan and
perform the Subcontractor's Work properly. The Subcontractor shall be notified promptly of subsequent changes in
the construction and submittal schedules and additional scheduling details.
~ 3.1.2 The Contractor shall provide suitable areas for storage of the Subcontractor's materil'l.ls and equipment during
the course of the Work. Additional costs to the Subcontractor resulting from relocation of such facilities at the
direction of the Contractor, except as previously agreed upon, shall be reimbursed by the Contractor.
AlA OOCl,lITlent A401'ZM ~ 1997. Copy:dght @ 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1961; 1972, 1!)7e, 1987 and 19!il7 by 'th~ l\me.rica,fl
ln~~t.i.tute at Architects. All rights rll!!.st!rv~d. WARNING: This AlA" Doc:um.t!nt is protect.M by U.S. Copyright Law and International 'treatit!!;. 3
Unauthorizt!d r@production or distribut.ion of this AIA~ Document. or any portion of it, ~y result in severe civil and criminal penaltiee,
and will be prosecuted to tht! maxim.um extent pos.!;iibl~ under the laW. Th,is draft was produced by AlA software at 10:59:29 on 04/09/2007
IJtlder Order No.100025g172_1 which expiras on 9/18/2007, and is llot for resale.
User NotQs: (63124417.4)
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~ 3.1.3 Except as provided in Article 14, the Contractor's equipment will be available to the Subcontractor only at the
Contractor's discretion and on mutually satisfactory terms.
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~ 3.2 COMMUNICATIONS
~ 3.2.1 The Contractor shall promptly make available to the Subcontractor information, including information
received from the Owner, which affects this Subcontract and which becomes available to the Contractor subsequent
to execution of this Subcontract.
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~ 3.2.2 The Contractor shall not give instructions or orders directly to the Subcontractor's emplqyees or to the
Subcontractor's Sub-subcontractors or material suppliers unless such persons are designated as authorized
representatives of the Subcontractor.
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~ 3.2.3 The Contractor shall permit the Subcontractor to request directly from the Architect infonnation regarding the
percentages of completion and the amount certified on account of Work done by the Subcoptractor.
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~ 3.2.4 If hazardous substances of a type of which an employer is required by law to notify ~ts employees are being
used on the site by the Contractor, a subcontractor or anyone directly or indirectly employed by them (otherihan the
Subcontractor), the Contractor shall, prior to harmful exposure of the Subcontractor's employees to such ~ubstance,
give written notice of the chemical composition thereof to the Subcontractor in sufficient dttaiJ:and time to P<1rmit
the Subcontractor's compliance with such laws.
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~ 3.2.5 The Contractor shall furnish to the Subcontractor within 30 days after receipt of a ~itten request, or earlier if
so required by law, information necessary and relevant for the Subcontractor to evaluate, give notice:; ofoLenforce
mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property,
usually referred to as the site, on which the Project is located and the Owner's interest therein.
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~ 3.2.6 If the Contractor asserts or defends a claim against the Owner which relates to the Work of the Subcohtractor,
the Contractor shall make available to the Subcontractor information relating to that portion of the claim which
relates to the Work of the Subcontractor.
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~ 3.3 CLAIMS BY THE CONTRACTOR .
~ 3.3.1 Liquidated damages for delay, if provided for in Section 9.3 of this Agreement, shall be assessedagainsi the
Subcontractor only to the extent caused by the Subcontractor or any person or entity for whose acts the
Subcontractor may be liable, and in no case for delays or causes arising outside the scope of this Subcontract.
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~ 3.3.2 The Contractor's claims for services or materials provided the Subcontractor shall require;. "
.1 seven days' prior written notice except in an emergency; . .
.2 written compilations to the Subcontractor of services and materials provided and chafJ~d:for such
services and materials no later than the fifteenth day of the following month." ". .
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~ 3.4 CONTRACTOR'S REMEDIES
~ 3.4.1 If the Subcontractor defaults or neglects to carry out the Work in accordance with this Agreement and fails
within three working days after receipt of written notice from the Contractor to commence a.ndlcOl1tin~~.l::S)ITettioI1
of such default or neglect with diligence and promptness, the Contractor may, after three d~ys following receipt by
the Subcontractor of an additional written notice, and without prejudice to any other remedy the Contractor may
have, make good such deficiencies and may deduct the reasonable cost thereof from the payments then or thereafter
due the Subcontractor.
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ARTICLE 4 SUBCONTRACTOR
~ 4.1 EXECUTION AND PROGRESS OF THE WORK
~ 4.1.1 The Subcontractor shall supervise and direct the Subcontractor's Work, and shall cooperate with the
Contractor in scheduling and performing the Subcontractor's Work to avoid conflict, delay in or interference with
the Work of the Contractor, other subcontractors or Owner's own forces.
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~ 4.1.2 The Subcontractor shall promptly submit Shop Drawings, Product Data, Samples and similar subinittals
required by the Subcontract Documents with reasonable promptness and in such sequence as to cause no delay in the
Work or in the activities of the Contractor or other subcontractors.
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AlA Document A401D1 - 19,9"7, Copyright = 1915, 1925, 1937, 1951, 1958, 19151; 1963, 1966, 1967, 19721 1976, 19a7 and 1997 by The .A.rnerican
Institute of A:r.dli,t.ects. All rights re!;lerved. WARNING: This AlA- DOCUIn4il:nt is prot~ct.ed by u_s~ Copyright Law and Interna.tional Treaties.
Unauthorized reproduction or di~tribut~on of this AlAS Dooument, Qr any portion of it, ~y r~sult in sev~re civil a.nd criminal penal~ies,
~nd will be prosecuted to the max.imum e:xtent possible under the law. This draft: was produced by A.IA software a.t. 10:59:29 on 04/09/2007
under Order No.100025~422_1 which expires on 9/18/2001, and is not for resale.
User Notes~ 163124417.4}
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~ 4.1.3 The Subcontractor shall submit to the Contractor a schedule of values allocated to the various parts of the
Work of this Subcontract, aggregating the Subcontract Sum, made out in such detail as the Contractor and
Subcontractor may agree upon or as required by the Owner, and supported by such evidence as the Contractor may
require. In applying for payment, the Subcontractor shall submit statements based upon this schedule.
~ 4.1.4 The Subcontractor shall furnish to the Contractor periodic progress reports on the Work of this Subcontract as
mutually agreed, including information on the status of materials and equipment which may bejn the course of
preparation, manufacture or transit. !
~ 4.1.5 The Subcontractor agrees that the Contractor and the Architect will each have the aU;thorityto reject Workof
the Subcontractor which does not conform to the Prime Contract. The Architect's decisions 'on matters relating to
aesthetic effect shall be final and binding on the Subcontractor if consistent with the intent ~xp(essed in the Prime
Contract. .
~ 4.1.6 The Subcontractor shall pay for all materials, equipment and labor used in connection with the performance
of this Subcontract through the period covered by previous payments received from the Contractor, and shan furnish
satisfactory evidence, when requested by the Contractor, to verify compliance with the above r~quirements.:
~ 4.1.7 The Subcontractor shall take necessary precautions to protect properly the Work of <?ther subcontractors from
damage caused by operations under this Subcontract.
~ 4.1.8 The Subcontractor shall cooperate with the Contractor, other subcontractors and the Owner',s own forc.es.
whose Work might interfere with the Subcontractor's Work. The Subcontractor shall participate in the preparation of
coordinated drawings in areas of congestion, if required by the Prime Contract, specifically noting and advising the
Contractor of potential conflicts between the Work of the Subcontractor and that of the Contractor, other
subcontractors or the Owner's own forces.
~ 4.2 LAWS, PERMITS, FEES AND NOTICES
~ 4.2.1 The Subcontractor shall give notices and comply with laws, ordinances, rules, regulations and orders of
public authorities bearing on performance of the Work of this Subcontract. The Subcontractorshall secure.and pay
for permits and governmental fees, licenses and inspections necessary for proper execution and completion of the;
Subcontractor's Work, the furnishing of which is required of the Contractor by the Prime Contract.
~ 4.2.2 The Subcontractor shall comply with Federal, state and local tax laws, social security acts, unemployment
compensation acts and workers' compensation acts insofar as applicable to the performance of this Subcontract.
~ 4.3 SAFETY PRECAUTIONS AND PROCEDURES
~ 4.3.1 The Subcontractor shall take reasonable safety precautions with respect to performa~ce 6f this SUbfontiact,
shall comply with safety measures initiated by the Contractor and with applicable laws, or<Jiina*ces, rules, !
regulations and orders of public authorities for the safety of persons and property in accord~nc~ with the I,
requirements of the Prime Contract. The Subcontractor shall report to the Contractor withiq. Wee days an injury to
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an employee or agent of the Subcontractor which occurred at the site.
~ 4.3.2 If hazardous substances of a type of which an employer is required by law to notify its employees are being .
used on the site by the Subcontractor, the Subcontractor's Sub-subcontractors or anyone directly or indirectly
employed by them, the Subcontractor shall, prior to harmful exposure of any employees on the site to such
substance, give written notice of the chemical composition thereof to the Contractor in sufficient detail and tiIl1e to
permit compliance with such laws by the Contractor, other subcontractors and other employers on the"site.
~ 4.3.3 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or qeath to persons resulting
from a material or substance, including but not limited to asbestos or polychlorinated biphepyl (PCB), encountered
on the site by the Subcontractor, the Subcontractor shall, upon recognizing the condition, immediately stop Work in
the affected area and report the condition to the Contractor in writing. When the material or substance has been
rendered harmless, the Subcontractor's Work in the affected area shall resume upon writtenagreenient oftne
Contractor and Subcontractor. The Subcontract Time shall be extended appropriately and the Subcontract Sum shall
AlA Document A401- - !S97. Copyright e 19~5, 1925, 1937, 19511 19581 1961; 1~63, 196a, 1967, 1972; 1978, 1987 and 1997 by The American
Inst i tute of At chi tects. All ri9ht!il :reserved. WARNiNG: This AlA"" Document is pr-otect&d by U. S. Copyright Law and Int~n:national Tre-ati~s.
Unauthorized r8production or di~t~ibution of this AIA~ Ooo~nt; or any por~ion of it, may r~sul~ in severe civtl and criminal penalttes,
and will be prQe:iIj'cuted to ~he rnaxim\.1Jll. extent pos$ible under the law. This draft was produced by AlA software at lO:~)9:29 on 04/09/200'/
under Order No.10UU259422..1 which expires on 9/18/2007, and is not for resale.
US~r Notes: (fi~1244124)
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be increased in the amount of the Subcontractor's reasonable additional costs of demobilization, delay and
remobilization, which adjustments shall be accomplished as provided in Article 5 of this Agreement.
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~ 4.3.4 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Subcontractor,
the Subcontractor's Sub-subcontractors, 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 ot death as described
in Section 4.3.3 and has not been rendered harmless, provided that such claim, damage, loss or expense is
attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than
the Work itself) including loss of use resulting therefrom and provided that such damage, loss or expense is not due
to the sole negligence of a party seeking indemnity. .
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~ 4.4 CLEANING UP
~ 4.4.1 The Subcontractor shall keep the premises and surrounding area free from accumulation: of waste materials or
rubbish caused by operations performed under this Subcontract. The Subcontractor shall notbe'held responsible for
unclean conditions caused by other contractors or subcontractors.
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~ 4.4.2 As provided under Section 3.3.2, if the Subcontractor fails to clean up as provided in the Subcontract
Documents, the Contractor may charge the Subcontractor for the Subcontractor's appropria~e share of cleanup costs.
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~ 4.5 WARRANTY
~ 4.5.1 The Subcontractor warrants to the Owner, Architect and Contractor that materials and equipment furnished
under this Subcontract will be of good quality and new unless otherwise required or permitted by the SubcontrAct
Documents, that the Work of this Subcontract will be free from defects not inherent in the quality required or
permitted, and that the Work will conform to the requirements of the Subcontract Documents. Work not conforming
to these requirements, including substitutions not properly approved and authorized, may be considered defective,
The Subcontractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by
the Subcontractor, improper or insufficient maintenance, improper operation, or normal wear and teat under normal
usage. This warranty shall be in addition to and not in limitation of any other warranty or remedy required by law or
by the Subcontract Documents.
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~ 4.6 INDEMNIFICATION
~ 4.6.1 To the fullest extent permitted by law, the Subcontractor shall indemnify and hold harmless the Owner,
Contractor, 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 attorney's fees, arising out of or resulting from
performance of the Subcontractor's Work under this Subcontract, provided that any such claim, damage, loss or
expense is attributable to bodily injury, sickness, disease or death, or to injury to or destructignoftangiblet:!roperty
(other than the Work itself), but only to the extent caused by the negligent acts or omissions/of thi Subcontraptot,
the Subcontractor's Sub-subcontractors, anyone directly or indirectly employed by them or ~mypne for whose'acts.
they may be liable, regardless of whether or not such claim, damage, loss or expense is caused ~n part by ~ parj:y ,
indemnified hereunder. Such obligation shall not be construed to negate, abridge, or othern1ise ~educe oth~r rights or
obligations of indemnity which would otherwise exist as to a party or person described in ~is Section 4.6)'
~ 4.6.2 In claims against any person or entity indemnified under this Section 4.6 by an emplpyee oitlle
Subcontractor, the Subcontractor's Sub-subcontractors, anyone directly or indirectly employed by them or anyone
for whose acts they may be liable, the indemnification obligation under Section 4.6.1 shall not be limited by a
limitation on the amount or type of damages, compensation or benefits payable by or for the Subcontractor or the
Subcontractor's Sub-subcontractors under workers' compensation acts, disability benefit acts or otlier empl()yee
benefit acts. . .
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~ 4.7 REMEDIES FOR NONPAYMENT
~ 4.7.1 If the Contractor does not pay the Subcontractor through no fault of the Subcontractor, within seven days
from the time payment should be made as provided in this Agreement, the Subcontractor may, without prejudice to
any other available remedies, upon seven additional days' written notice to the Contractor, stop the Work of this
Subcontract until payment of the amount owing has been received. The Subcontract Sum shall, by appropriate'
adjustment, be increased by the amount of the Subcontractor's reasonable costs of demobilization, delay and
remobilization.
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AlA Document A.401'lK - 1997. Copyri9ht @ 191.5, V~25, 1937, 1951, l!!)SS, 19til, 1963, 196EJ, 1967, 1972, 1978, 1967 .and 1997 by '1'tLf!: American
Tn~,titute of An;hit~(:t~;. All rignts Leser-ved. wARN1:NG: This /'r..IA. Docuitlent is protli'cted by U.S. Copyriljlht Law and Int~rnationa.l Treaties.
Unau~horized r~roduction or distribution of this AIA~ Document, or any portion of it, ~y re~ul~ in sev~re civil and cri~nal penaltie~,
and will be prosecuted to th~ maxiinum ext~nt p02;l2;lible under the law. This tit:aft was pl.:"oduc:ed by ALA 5oft.wrH.~ at lO:~I,):29 all 04/09/2007
under: O.t:'d~r No.lOOCl:lSY4:i2_1 which expire::; un 9/18/7.007, and is not for re5Cll~.
User Not.es: (63124412/1J
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ARTICLE 5 CHANGES IN THE WORK
~ 5.1 The Owner may make changes in the Work by issuing Modifications to the Prime Contract. Upon receipt of
such a Modification issued subsequent to the execution of the Subcontract Agreement, the Contractor shall promptly
notify the Subcontractor of the Modification. Unless otherwise directed by the Contractor, the Subcontractor shall
not thereafter order materials or perform Work which would be inconsistent with the changes made by the
Modifications to the Prime Contract.
~ 5.2 The Subcontractor may be ordered in writing by the Contractor, without invalidating this Subcontract, to make
changes in the Work within the general scope of this Subcontract consisting of additions, deletions or other
revisions, including those required by Modifications to the Prime Contract issued subsequent tq the execution of this
Agreement, the Subcontract Sum and the Subcontract Time being adjusted accordingly. The Subcontractor, prior to
the commencement of such changed or revised Work, shall submit promptly to the Contrac*or written copies of a
claim for adjustment to the Subcontract Sum and Subcontract Time for such revised Work in a manner consistent
with requirements of the Subcontract Documents.
~ 5.3 The Subcontractor shall make all claims promptly to the Contractor for additional cost, extensions of time and
damages for delays or other causes in accordance with the Subcontract Documents. A claim which will affect' or
become part of a claim which the Contractor is required to make under the Prime Contract Wit~n a specified Fme
period or in a specified manner shall be made in sufficient time to permit the Contractor to ~atisfy the requirements
of the Prime Contract. Such claims shall be received by the Contractor not less than two working days preceding the
time by which the Contractor's claim must be made. Failure of the Subcontractor to make such lltimely claim shall
bind the Subcontractor to the same consequences as those to which the Contractor is bound..
ARTICLE 6 MEDIATION AND ARBITRATION
~ 6.1 MEDIATION
~ 6.1.1 Any claim arising out of or related to this Subcontract, except claims as otherwise provided in Section 4. 1.5
and except those waived in this Subcontract, shall be subject to mediation as a condition precedent to arbitration or
the institution ofIegal or equitable proceedings by either party.
~ 6.1.2 The parties shall endeavor to resolve their claims by mediation which, unless the parties n1Utuallyagr~e
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
Subcontract and the American Arbitration Association. The request may be made concurrently with the filing of a
demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable
proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing;. unless stayed
for a longer period by agreement of the parties or court order.
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~ 6.1.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the'place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in med~ationshall
be enforceable as settlement agreements in any court having jurisdiction thereof. '
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~ 6.2 ARBITRATION
~ 6.2.1 Any claim arising out of or related to this Subcontract, except claims as otherwise provided in Section 4.1.5
and except those waived in this Subcontract, shall be subject to arbitration. Prior to arbitration, the parties shall
endeavor to resolve disputes by mediation in accordance with the provisions of Section 6.1.
~ 6.2.2 Claims not resolved by mediation shall be decided by arbitration which, unless the parti.~s iriutually agree
otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the Americal1 Arhit~ation
Association currently in effect. Demand for arbitration shall be filed in writing with the oth~ party to this
Subcontract and with the American Arbitration Association, and a copy shall be filed with the Architect.
~ 6.2.3 A demand for arbitration shall be made within the time limits specified in the conditions of the Prime
Contract as applicable, and in other cases within a reasonable time after the claim has arisell, and in no event shall it
be made after the date when institution of legal or equitable proceedings based on such claim would be barred by the
applicable statute of ILnitations.
AlA Dooum~nt A401- - 1997_ Copyright e 1915, 1925, 1937/ 1951, 1956, 1961, 1963, 1966, 1967, 1972, 1976. 1967 and 1997 by The American
Insti tutf:! of Ar'dl i. tects. All ri9"hts res&I'ved. WARNING: This AlA- Docum9nt is protected by U.5. Copyright Law and Internation<ll Treaties. 7
Uha.utho;ri~titd t:"li:production O~ distribution of this AIA'fl Document, or any portion of it, may result in $ever~ civil and erintinal penal'ti~s.,
and will b'il prosecuted to th&: maximum Qxt9nt possible under the law. This dt'i!Lft was produced by AlA soft.ware at lU:5l);29 on 04!Dg!)()U7
undr:!:t ord~r No_l00u)59'l~;: 1 which expires on 9/1$/201)-', and is not for resale.
tJser No'tes: - (631244124)
~ 6.2.4 Limitation on Consolidation or Joinder. Except by written consent of the person or entity sought to be joined,
no arbitration arising out of or relating to the Subcontract shall include, by consolidation or joinder or in any other
manner, any person or entity not a party to the Subcontract under which such arbitration arises, unless it is shown at
the time the demand for arbitration is filed that (1) such person or entity is substantially involved in a common
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 (4) such
person or entity is not the Architect, the Architect's employee. the Architect's consultant, or, an employee or agent of
any of them. This agreement to arbitrate and any other written agreement to arbitrate with an additional person or
persons referred to herein shall be specifically enforceable under applicable law in any court having jurisdiction
thereof. . . -
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~ 6.2.5 Claims and Timely Assertion of Claims. The party filing a notice of demand for arbitration must assert in the
demand all claims then known to that party on which arbitration is permitted to be demanded.
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~ 6.2.6 Judgment on Final Award. The award rendered by the arbitrator or arbitrators shall be final, and judgment
may be entered upon it in accordance with applicable law in any court having jurisdiction t~eteof.
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ARTICLE 7 TERMINATION, SUSPENSION OR ASSIGNMENT OF THE SUBCONTRACT
~ 7.1 TERMINATION BY THE SUBCONTRACTOR
~ 7.1.1 The Subcontractor may terminate the Subcontract for the same reasons and under the same circumstanCes and
procedures with respect to the Contractor as the Contractor may terminate with respect to tile Owner under the
Prime Contract, or for nonpayment of amounts due under this Subcontract for 60 days or longer. Inthee.vent bfsuch
tennination by the Subcontractor for any reason which is not the fault of the Subcontractor" Suh-subcontractorll.or
their agents or employees or other persons performing portions of the Work under contract with the Subcontractor,
the Subcontractor shall be entitled to recover from the Contractor payment for Work executed and for proven loss
with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable
overhead, profit and damages.
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~ 7.2 TERMINATION BY THE CONTRACTOR
~ 7.2.1 If the Subcontractor persistently or repeatedly fails or neglects to carry out the Work in accordance with the
Subcontract Documents or otherwise to perform in accordance with this Subcontract and fails within seven days
after receipt of written notice to commence and continue correction of such default or neglect witli ailig~nce and
promptness, the Contractor may, after seven days following receipt by the Subcontractor of an additional wntteI1.
notice and without prejudice to any other remedy the Contractor may have, terminate the Subcontract and Hnish tlie
Subcontractor's Work by whatever method the Contractor may deem expedient. If the unpaid balance of the
Subcontract Sum exceeds the expense of Hnishing the Subcontractor's Work and other damages incurred, by the
Contractor and not expressly waived, such excess shall be paid to the Subcontractor. If such expense and da,mages
exceed such unpaid balance, the Subcontractor shall pay the difference to the Contractor.- .
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~ 7.2.2 If the Owner terminates the Contract for the Owner's convenience, the Contractor sMill deliver written notice
to the Subcontractor.i . .
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~ 7.2.3 Upon receipt of written notice oftermination, the Subcontractor shall:
.1 cease operations as directed by the Contractor in the notice;
.2 take actions necessary, or that the Contractor may direct, for the protection and preservatiou'ofthe
Work; and
.3 except for Work directed to be performed prior to the effective date of termination stated-inthe'-,
notice, terminate all existing Sub-subcontracts and purchase orders and enter int9'Iio furtherSu~-
subcontracts and purchase orders. ..
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~ 7.2.4 In case of such termination for the Owner's convenience, the Subcontractor shall be entitled to receive
payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and
profit on the Work not executed.
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~ 7.3 SUSPENSION BY THE CONTRACTOR FOR CONVENIENCE
~ 7.3.1 The Contractor may, without cause, order the Subcontractor in writing to suspend, delay orinterruptthe
Work of this Subcontract in whole or in part for such period of time as the Contractor may determine. In the event of
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AlA Document. A401~ - 1997. Copyright e 1915, 1~25, 1937, 1951, 19S51 1961, 15)63, 1966. 1967, 1972. 1975, 1967 and 1997 by The Americi:)l),
Institute of A.rc:hite{,:"t~. All rig-ht.e: :t''ilservil:d. WARNING: This A1A~ Docum~nt is protected by U.S. Copyright Law and Intern.tional Trt!!a.ties.
Unauthorized rep~oduction or: dtstr.tbution of this AlAe OO~~t:It, or any portion of it, may result in severe civil and criminal penalties,
and will be prol!;l$Guted to thlil: rn9;!C;,imum extent possible under the law. This draft was produce:d l..Jy AlA ~wftwa:t:~ a.t 10:59:29 on 04/09/2007
under Order No.1000259422__1 whicb e:xpire:;; on ~/ll:l/7.()(n, and is not for resale.
User- Notel;l: (G317-441Zli)
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suspension ordered by the Contractor, the Subcontractor shall be entitled to an equitable adjustment of the
Subcontract Time and Subcontract Sum.
~ 7.3.2 An adjustment shall be made for increases in the Subcontract Time and Subcontract Sum, including profit on
the increased cost of performance, caused by suspension, delay or interruption. No adjustment shall be made to the
extent:
.1
that performance is, was or would have been so suspended, delayed or interruptdd by another cause
for which the Subcontractor is responsible; .:. ;
that an equitable adjustment is made or denied under another provision of this Subcontract.
.2
~ 7.4 ASSIGNMENT OF THE SUBCONTRACT . : ...
~ 7.4.1 In the event of termination of the Prime Contract by the Owner, the Contractor may kssign this Subcontract to
the Owner, with the Owner's agreement, subject to the provisions of the Prime Contract anq to ~he prior rights of the
surety, if any, obligated under bonds relating to the Prime Contract. In such event, the Owner s~all assume the
Contractor's rights and obligations under the Subcontract Documents. If the Work of the Priifie'Contract has been
suspended for more than 30 days, the Subcontractor's compensation shall be equitably adju~ted,
~ 7.4.2 The Subcontractor shall not assign the Work of this Subcontract without the written con$ent of the! i
Contractor, nor subcontract the whole of this Subcontract without the written consent oftha Coptractor, npr f\'lrther
subcontract portions of this Subcontract without written notification to the Contractor whert suqh notification~s
requested by the Contractor. ". ,';
ARTICLE 8 THE WORK OF THIS SUBCONTRACT
~ 8.1 The Subcontractor shall execute the following portion of the Work described in the Subcontract Documents,
including all labor, materials, equipment, services and other items required to complete such portion of the Work,
except to the extent specifically indicated in the Subcontract Documents to be the responsibility of others.
(Insert a precise description of the Work of this Subcontract. referring where appropriate to num,bel's of Dr(jwings;
sections of Specifications and pages of Addenda, Modifications and accepted Alternates.)
ARTICLE 9 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
~ 9.1 The Subcontractor's date of commencement is the date from which the Contract Time of Section 9.3 is
measured; it shall be the date of this Agreement, as first written above, unless a different date is stated below or
provision is made for the date to be fixed in a notice to proceed issued by the Contractor. _
(Insert the date of commencement, if it differs from the date of this Agreement or, if applicai:)le': state that tqe date _
will be fixed in a notice to proceed.) " '\ \
. .
J \ ~/
;Pi" "'~,"-.",""M" ~t\\iW~1lr&t:;'~m\~?~;~~T.&,::iM~A
,,, ..',,~, .~ , '" ~'l~}@i~~ri~f[~}~~vE~
;! i!
~ 9.2 Unless the date of commencement is established by a notice to proceed issued by the Contractor, or the j
Contractor has commenced visible Work at the site under the Prime Contract, the Subcontrhctdr shall notify the
l ',,,.,.~.,,".._~,,,,,,.~.,..,, ..'.,' .".~: I. .-'"
Contractor in writing not less than five days before commencing the Subcontractor's Work to permit the timely
filing of mortgages, mechanic's liens and other security interests. :
;;;'~~1'~~~~~M1i~~~i~M~_I*:" .....~
~~" :.~i-
~ 9.3 The Work of this Subcontract shall be substantially completed not later thant~i_~:fil~i
S~~~~~~ijJl~;~t~~m.(~
(Insert the calendar date or number of calendar days after the Subcontractor's date of comnienciment. Also insert
any requirements for earlier Substantial Completion of certain portions of the Subcontractor's Work. if not stated
elsewhere in the Subcontract Documents.)
Portion of Work
..-.",~'
, subject to adjustments of this Subcontract Time as provided in the Subcontract Documents.
;"'IA. Document A401- - 1997. Copy~i9ht @ 1915, 19Z5; 193"'7/ 1951. 1958, 1961. 1963, 1$)66, 1$)61, 15r72, 1978, 1987 and 1997 by 'l'h.a Am~ricil.n
Institute of Archit~ct.$. All rights r~.sQrved. WARNlNG: This A.IAfj Document is protected by u.s~ Copy:t"ight Law and International Treaties.
Una.ut.hori.t:ed :t"eproduction Qr distribution of this A.IA~ Document, or any portion of it, may ri:!!sult in B~verilit civil and criminal penaltie;!;i/
and will be prosecuted. to th~ maximWfl extent possible under the law. Thi5 draft WaS produced by .AlA software at 10:59:29 on 04/09/200"'
under Order No.l000259422 1 which expires on 9/18/2007, and is not fOL res~l~.
User Not..s: 16312441241
9
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(Insert provisions, if any, for liquidated damages relating to failure to complete on time.)
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~ 9.4 With respect to the obligations of both the Contractor and the Subcontractor, time is of the essence of this
Subcontract. .
~ 9.5 No extension of time will be valid without the Contractor's written consent after claim made by the
Subcontractor in accordance with Section 5.3. .
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ARTICLE 10 SUBCONTRACT SUM
~ 10.1 The Contractor shall Ray the Subcontractor in current funds for performance of the Subc<;mtract the
Subcontract Sum ( ;ffi~b, subject to additions and deductions as provided in the SubcQntr~ct Documents.
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~ 10.2 The Subcontract Sum is based upon the following alternates, if any, which are described in the Subcontract
Documents and have been accepted by the Owner and the Contractor:
(Insert the numbers or other identification of accepted alternates.)
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~ 10.3 Unit prices, if any, are as follows:
Units
Price
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ARTICLE 11 PROGRESS PAYMENTS
~ 11.1 Based upon applications for payment submitted to the Contractor by the Subcontractor, corresponding to
applications for payment submitted by the Contractor to the Architect, and certificates for paym~!lt issued by the
Architect, the Contractor shall make progress payments on account of the Subcontract Sum.t<rthe Subcontractor as
provided below and elsewhere in the Subcontract Documents. Unless the Contractor provides the O~ner with Ii
payment bond in the full penal sum of the Contract Sum, payments received by the Contractor and Subcontr(ictor for
Work properly performed by their contractors and suppliers shall be held by the Contractor and Subcontractor for -
those contractors or suppliers who performed Work or furnished materials, or both, under contract with the
Contractor or Subcontractor for which payment was made to the Contractor by the Owner or to the Subcontractor by -.
the Contractor, as applicable. Nothing contained herein shall require money to be placed in a separate account and
not commingled with money of the Contractor or Subcontractor, shall create any fiduciary liability-or-tort liability
on the part of the Contractor or Subcontractor for breach oftrust or shall entitle any person - to an award of
punitive damages against the Contractor or Subcontractor for breach of the requirements " ,~'--
!~.",
\ ;/'
the last;<1ay pfthe
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~ 11.2 The period covered by each application for payment shall be one calendar month
month, or as follows:
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~ 11.3 Provided an application for payment is received by the Contractor not later than the month, the'"
Contractor shall include the Subcontractor's Work covered by that application in the next application for payment
which the Contractor is entitled to submit to the Architect. The Contractor shall pay the Subcontrac~or.each progres!;
payment within three working days after the Contractor receives payment from the Owner. Ifti].e'Archit~ct.~oesnot .
issue a certificate for payment or the Contractor does not receive payment for any cause whi9h is got tlie fault ofthe _
Subcontractor, the Contractor shall pay the Subcontractor, on demand, a progress payment cbmputed as provided in
Sections 11.7, 11.8 and 11.9.
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~ 11.4 If an application for payment is received by the Contractor after the application date fixed above, the
Subcontractor's Work covered by it shall be included by the Contractor in the next application for payment
submitted to the Architect.
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AlA DOCum~ht A401'!lll - 1997. COPyri9ht e 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987 and 1997 by The American
Institute of Arc:hit.~r.t..s. All rights reserved. WARNING: This AlAe Oocument is protected by u.s. copyright Law and International Tr!:!a.ti!:!s.
Unautho:r;ized :raproduction or distribution of this AIA4 Document, 0;1;' any portion of it, may rlil'sult in sev~re civil and criminal penalt.iesl
and will be prosecuted t.o the maximum ext!:!nt posl!;Iib18 und~t" thilit law. This draft was producC:!d by AIA software at 10:59:29 on 01l!09!200"l
utlder order No_l00025942~ 1 which expires on 9/18/2007, and is tl()t for resale.
User 'Note!;i: - (631244124)
10
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~ 11.5 Each application for payment shall be based upon the most recent schedule of values submitted by the
Subcontractor in accordance with the Subcontract Documents. The schedule of values shall allocate the entire
Subcontract Sum among the various portions of the Subcontractor's Work and be prepared in such form and
supported by such data to substantiate its accuracy as the Contractor may require. This schedule, unless objected to
by the Contractor, shall be used as a basis for reviewing the Subcontractor's applications for payment.
~ 11.6 Applications for payment submitted by the Subcontractor shall indicate the percentage of completion of each
portion of the Subcontractor's Work as of the end of the period covered by the application for payment.
~ 11.7 Subject to the provisions of the Subcontract Documents, the amount of each progress payment shiilloe
computed as follows:
~ 11.7.1 Take that portion of the Subcontract Sum properly allocable to completed Work asdet~rmined by
multiplying the percentage completion of each portion of the Subcontractor's Work by the shar~ of the total
Subcontract Sum allocated to that portion of the Subcontractor's Work in the schedule ofvalue~, less that percentage
actually retained, if any, from payments to the Contractor on account of the Work of the Su,bc6i1tractor. Pending
final determination of cost to the Contractor of changes in the Work which have been prop~rly authorized{hylhe
Contractor, amounts not in dispute shall be included to the same extent provided in the Prirhe Contract, eyen though
the Subcontract Sum has not yet been adjusted;
~ 11.7.2 Add that portion ofthe Subcontract Sum properly allocable to materials and equiprp.ent delivered land;
suitably stored at the site by the Subcontractor for subsequent incorporation in the SubcontractOr's Workor, if'
approved by the Contractor, suitably stored off the site at a location agreed upon in writingJJessthe$J'l,uu;.PercJ:ntage
retainage required by the Prime Contract to be applied to such materials and equipment in the Contractor's
application for payment;
~ 11.7.3 Subtract the aggregate of previous payments made by the Contractor; and
~ 11.7.4 Subtract amounts, if any, calculated under Section 11.7.1 or 11.7.2 which are related t6\Vorkofth~
Subcontractor for which the Architect has withheld or nullified, in whole or in part, a certificateotpayment fot a
cause which is the fault of the Subcontractor. .
~ 11.8 Upon the partial or entire disapproval by the Contractor of the Subcontractor's application for payIDent, the
Contractor shall provide written notice to the Subcontractor. When the basis for the disapproval has been remedied;
the Subcontractor shall be paid the amounts withheld.
- "">,
~ 11.9 SUBSTANTIAL COMPLETION ", .
~ 11.9.1 When the Subcontractor's Work or a designated portion thereof is substantially cony;let~iind in~.ccqd~rjce
with the requirements of the Prime Contract, the Contractor shall, upon application by the Subobntractor, :ma~ .....
prompt application for payment for such Work. Within 30 days following issuance by the 4.rc~itect ofthelcert\ficate
for payment covering such substantially completed Work, the Contractor shall, to the full efteqt allowed ip th~
Prime Contract, make payment to the Subcontractor, deducting any portion of the funds fo~ th9 Subcontra~toris
Work withheld in accordance with the certificate to cover costs of items to be completed of: cOI[~g!"e.Q!?y_~he '....... ,'m
Subcontractor. Such payment to the Subcontractor shall be the entire unpaid balance of the ;Subcontract Sum if a full
release of retain age is allowed under the Prime Contract for the Subcontractor's Work prior-to the completion of the
entire Project. If the Prime Contract does not allow for a full release of retain age, then such payment shall be an
amount which, when added to previous payments to the Subcontractor, will reduce the retainage o~the.
Subcontractor's substantially completed Work to the same percentage of retain age as that on thy.Contractor's Work
covered by the certificate. i " .
ARTICLE 12 FINAL PAYMENT
~ 12.1 Final payment, constituting the entire unpaid balance of the Subcontract Sum, shall be mp.de by the Contractor
to the Subcontractor when the Subcontractor's Work is fully performed in accordance with the requirements of the
Subcontract Documents, the Architect has issued a certificate for payment covering the suBcon,tractor's completed
Work and the Contractor has received payment from the Owner. If, for any cause which is 1;10t the faiilt of the
Subcontractor, a certificate for payment is not issued or the Contractor does not receive timely-payment or does not
.AlA. Docum9nt ;..40l1N - 19~7. Copyright (Cl 1915. 1925, 193', 1951., 1958, 1961, 1963, 1966, 15Hi'l 19'72, 1978, 19a7 and 199j by 1'hi;! A.l1\~:riL.:an
In51-,i..tute of Arc:hlh;!;c:t.:=;. All ri9ht.!1o reserved. WARNING: This AIAs Doct1tl\ent. is. protected by u.s. copyright Law and InternationCil Tr~a.tiQs. 11
Unauthorized reproduction O~ di~tributton of this AIA~ Oocument, or any portion of it. may ~e~ult in ~@V8r~ civil and criminal penaltiQs,
and will be prosecuted to the m.a;x:imum fixt~nt possiblli: unde:r the law. 'this draft was produced by AlA. software at 10:59:29 on 04/09/2007
unde~ order No.1000259422 1 which expit~~ orl 9/18/2007, and is not for resale.
USer Nates; - (63124412li)
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pay the Subcontractor within three working days after receipt of payment from the Owner, final payment to the
Subcontractor shall be made upon demand.
(Insert provisions for earlierfinal payment to the Subcontractor, if applicable.)
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~ 12.2 Before issuance of the final payment, the Subcontractor, if required, shall submit evidence satisfactory to the
Contractor that all payrolls, bills for materials and equipment, and all known indebtedness connected with the
Subcontractor's Work have been satisfied.
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ARTICLE 13 INSURANCE AND BONDS
~ 13.1 The Subcontractor shall purchase and maintain insurance of the following types of cQverage and limits of
liability:
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of insurance
Limits of
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~ 13.2 Coverages, whether written on an occurrenCe or claims-made basis, shall be maintairled without interruption
from date of commencement of the Subcontractor's Work until date of final payment and t&mination of any :
coverage required to be maintained after final payment to the Subcontractor.
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~ 13.3 Certificates of insurance acceptable to the Contractor shall be filed with the Contractor prior'to'
commencement of the Subcontractor's Work. These certificates and the insurance policies required bx this Article 13.,
shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at
least 30 days' prior written notice has been given to the Contractor. If any of the foregoing insurance coverages are
required to remain in force after final payment and are reasonably available, an additional certificate evidencing
continuation of such coverage shall be submitted with the final application for payment as required in Article 12. If
any information concerning reduction of coverage is not furnished by the insurer, it shall be furnished by the,
Subcontractor with reasonable promptness according to the Subcontractor's information and belief.
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~ 13.4 The Contractor shall furnish to the Subcontractor satisfactory evidence of insurance required of the CQntracfor
under the Prime Contract. .,
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~ 13.5 The Contractor shall promptly, upon request of the Subcontractor, furnish a copy or permit a copy to be made'
of any bond covering payment of obligations arising under the Subcontract.
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~ 13.6 Performance Bond and Payment Bond:
(If the Subcontractor is to furnish honds, insert the specific requirements here.)
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l_1i4fi._1~111i~ ~WI[i;i\~{.;~~~ __';;~~i~ ~~&~4~t4!t,;~~:*~
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~ 13.7 PROPERTY INSURANCE
~ 13.7.1 When requested in writing, the Contractor shall provide the Subcontractor with copies of the property and
equipment policies in effect for the Project. The Contractor shall notify the Subcontractor iftherequiredproperty
insurance policies are not in effect.
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~ 13.7.2 If the required property insurance is not in effect for the full value of the Subcontractor's'W~rk, th.:.!.!,the
Subcontractor shall purchase insurance for the value of the Subcontractor's Work, and the SubcontracfOr shall be'
reimbursed for the cost of the insurance by an adjustment in the Subcontract Sum.
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~ 13.7.3 Property insurance for the Subcontractor's materials and equipment required for th~ Subcontractor's Work,
stored off site or in transit and not covered by the Project property insurance, shall be paid for through the
application for payment process.
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AlA Document A401'D1 - 1997. Copyright @ 1915, 1925, 1937, 1951, 1958, 1961, 1!;Hi3, 1966, 1967, 1972, 1978, 1987 and 1997 by The American
lnstitut~ of Architects. All rights res!:!rved. WARNING: This AIA.6'J OOcLiment il!;i p:rotected by U.S. COPYLight. 1.aw and InternCi.tional Treattee:.
Una.uthoriz~d rlilproduction or dist:t"ibution of this AlAtfJ Ooeumentl o:t" any portion of it, l'nCly :t"esult in SQvere civil and criminal penalties,
and will be pros@cutM to the maXiJ;IlUIn extent po.e.eible und~r the law. Thif-; draft was produced by AIA software at 10:59:29 on 04/09/2007
lltlrler Order No.1000259422_1 which expires on 9/1H/20ll7, and i5 not tor resale.
User Notes: (63124417.4)
12
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~ 13.8 WAIVERS OF SUBROGATION
~ 13.8.1 The Contractor and Subcontractor waive all rights against (1) each other and any oftheir subcontractors,
sub~subcontractors, agents and employees, each of the other, and (2) the Owner, the Architect, the Architect's
consultants, separate contractors, 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 provided under the Prime
Contract or other property insurance applicable to the Work, except such rights as they may have to proceeds of
such insurance held by the Owner as a fiduciary. The Subcontractor shall require of the Suqcontractor's Sub-
subcontractors, agents and employees, by appropriate agreements, written where legally requir~d for validity, similar
waivers in favor of the parties enumerated herein. The policies shall provide such waivers Qf s~brogation by
endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity evenfhough'tnat
person or entity would otherwise have a duty of indemnification, contractual or otherwise, ~id not-pay the, insurance
premium directly or indirectly, and whether or not the person or entity had an insurable int~resti in the property
damaged.!
ARTICLE 14 TEMPORARY FACILITIES AND WORKING CONDITIONS
~ 14.1 The Contractor shall furnish and make available to the Subcontractor the following t~ft1pprary facilities,
equipment and services; these shall be furnished at no cost to the Subcontractor unless othefwi~e indicate<ioelow:
~! i t
"~.N.'.'1~..~t~,if~._ a.,,~'lj.. ~~.~A. ",.!;~.".Qi.~""".'''''i'l?''''~i\I{'/"'''''''~''\'?lii;'';'''''~'''''''''''' ,\"".", l
~f)j~~lt~'~1<~~~~&~:~~:f%#~;;'~;#irl\~~71fti~~;.A~<:':;}'~0;~~1;;0;~~/~~~~:if ;
. ~ '
~ 14.2 Specific working conditions: , '
(Insert any applicable arrangements concerning working conditions and labor matters for thrP[{)}e.GtJ",
Temporary Facility, Equipment or Service
j~~r~~]i;f~lf5}:"~~Hlt.~~iitJ1~~~~~it~~~~~t~t~~~f~
ARTICLE 15 MISCELLANEOUS PROVISIONS
.. ,,....
~ 15.1 Where reference is made in this Subcontract to a provision of another Subcontract Document, therefererjce ,
refers to that provision as amended or supplemented by other provisions of the SubcontractDocUm~nts. "
. ".
~ 15.2 Payments due and unpaid under this Subcontract shall bear interest from the date payment is dueatsuch'rate
as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to" time ,at
the place where the Project is located.
(Insert rate of interest agreed upon, if any.)
,,,,...,.,
/" ,.l~..,iI"-"""-'" ''''''>. '~, '\;" ,,' " .
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and lo~al {:onsumer qredit lu,}Vs
and other regulations at the Owner's, Contractor's and Subcontractor's principal places opbu1jness, the tf(catiph of
the Project and elsewhere may affect the validity of this provision. Legal advice should he ~btdjned with +spJct to
deletions or modifications, and also regarding requirements such as written disclosures oriwa(:vers.} ,;
. \ "
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~ 15.3 Retainage and any reduction thereto is as follows:
~." ".,;'..,,,.' .", ',...."',~~",',."'
~ 15.4 The Contractor and Subcontractor waive claims against each other for consequential damages ~rising out of'~;
relating to this Subcontract, including without limitation, any consequential damages due to eitherpariyii' . '"
termination in accordance with Article 7. ' ,
ARTICLE 16 ENUMERATION OF SUBCONTRACT DOCUMENTS
~ 16.1 The Subcontract Documents, except for Modifications issued after execution of this Subcontract, are
enumerated as follows:
~ 16.1.1 This executed 1997 edition of the Standard Form of Agreement Between Contractor.andSubcontractor, AlA
Document A401-1997;
A.IA. Document A401!1!1 - 1997. Copyright @ 1915. 1925, 1937, 1951, 1959, 1961, 1963, 1966, 1967, 1972, 1978, 1987 and 1997 by The: American
Insti tute of Architects. All rights reservad. WARNING: This AlAe DOCUInent is J?roteClted. by U. S. Copyright Law and Intlit:t"national Treaties.
Unauthorized reproduction or dist~ibution of this AlA. Documant, or any portion of it, may result in severe civil and criminal penalti~s,
and will be p.ros~c:uted t.o t.he maximum. extent possibl~ under the law. This draft was produced by AlA software at 10~ 59:29 on 04/09/200")
under 0rd~~ No.1000259422 1 which ~Kpires on 9/18/20011 and is not fo~ Jesale.
User Not~s: (631244124)
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~ 16.1.2 The Prime Contract, consisting of the Agreement between the Owner and Contractor dated as first entered
above and the other Contract Documents enumerated in the Owner-Contractor Agreement;
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~ 16.1.3 The following Modifications to the Prime Contract, if any, issued subsequent to the execution of the Owner~
Contractor Agreement but prior to the execution of this Agreement:
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Modification
Date
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~ 16.1.4 Other Documents, if any, fonning part of the Subcontract Documents are as follow~;
(List any additional documents that are intended to form part of the Subcontract Documents. Requests for proposal
and the Subcontractor's bid or proposal should be listed here only if intended to be part of the Subcontract
Documents.) .
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This Agreement entered into as of the day and year first written above.
CONTRACTOR (Signature)
M;n:'-X
(Printed name and title)
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SUBCONTRACTOR (Signature)
(Printed name and title)
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AIA Oocum!:!nt A401~ - 1997. Copy-right @ 1915; 1925, 1937, 1951, 1958 I 1961, 1963. 1966, 1967 I 1972, 1976, 1967 a.nd 1997 by The Amer ican
Institute of Ar'{~bit.eGt5. All rights reserved. WARNlNG: 'l'his AlA. DoCum~nt i.l;l: protected by U.S. Copyright Law and International Treaties.
Unauthoriz.ed reprod.uction or distribution of this AlA. Doc;:ument., or any portion of it, may result in 15aVE:!re civil and criminal pena.lties,
and will he proElecuted to the maximum extent possible under the law. This draft was produc:e:d by AlA :-;OftWiHe: dt 10:59:29 on 04/09/2U07
under Order No.100025942~_1 which e~pires on 9/18/2007, and is riot for resale.
U.I;ler Notlj!!s: Ifi31244124J
14
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WDUCER
Western States Ins
o Box 430
?;;eman MT 59771
.me: 406-586-3351
- Bozeman
OP ID JS DATE (MMIDDIYYVY)
MARTE-2 01 12 07
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
ACORD,.
CERTIFICATE OF LIABILITY INSURANCE
Fax:406-S86-0437
INSURERS AFFORDING COVERAGE
INSURER A:
St Paul Travelers
NAIC#
25615
Martel Construction Inc.
1203 S Church Avenue
Bozeman MT 59715
INSURER B:
INSURER C,
INSURER 0:
INSURER E
In~urance ~,~,!:.~~._~_~_~~_~__~r~,..!?~"~""~.~'~_ ...... ____'"'.______..._
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED flY PAID CLAIMS.
~R
L TR NSR
~ .'
TYPE OF INSURANCE
GENERAL LIA81LITY
POLICY NUMBER
,.
.1/
COMMERCIAL GENERAL LIABILITY
o OCCUR
DTC05452C35407IND
01/01/07
01/01/08
LIMITS
EACH OCCURRENCE $ 1 , OOO..L 000
TED --,.
PREMISES (Ea occu~".Q~.~L.__$.l: 0 Q!9.Q.9 ___.
MED EXP (Anyone person) $, ~_LQ_9~___
~.~R.~9_~~.~.~DV INJURY $ _!LQQQLQ,Q.Q__
GENERAL AGGREGATE .$_~..L.9 0 O.LQ_Q.Q..
PRODUCTS. COMP/OP AGG ,~. 2 , 000 , 000
LOC
X ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON-OWNED AUTOS
DT8105452C35407TIL
01/01/07
COMBIt<JED SINGLE LIMIT
01/01/08 (Ea accident)
$ 1000000
BODILY INJURY
(par person)
BODILY INJURY
(Per accidenl)
PROPERTY DAMAGE
(par accidenl)
AUTO ONLY - EA ACCIDENT
OTHER THAN
AUTO ONLY
EAACC
7235656
01/01/07
01/01/08
EACH OCCURRENCE:
AGGREGATE
AGG $
__ _$__~.Q9_0_L,9_g_0_.
,$ 5,000 ,000
$
$25,000
WORKERS COMPENSATION AND
EMPLOYERS' LIA81L1TY
ANY PROPRIETOR/PAHTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDfD?
If yes, describo under
SPECIAL PROVISIONS below
OTHER
EL DISEASE. EA EMPLOYEE $
EL DISEASE - POLICY LIMIT
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
CERTIFICATE HOLDER
CANCELLA TlON
.
SAMPLE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIl
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHAL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
IACORD 25 (2001/08)
@ACORD CORPORATION 19
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*
AlA
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Performance Bond
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CONTRACTOR (Name and Address):
Document
A312™
SURETY (Name and Principal Place of
Business):
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CONSTRUCTION CONTRACT
Date:
Amount:
Description (Name and Location):
"ir,~~~i~i~~~i~~~ilt~II~I'fi;r~1tlf~~~\:~~fxl.ttr~lit~)[4"J~~;~~~~~~~~~~~~~TI
BOND
Date (Not earlier than Construction Contract Date):
Amount:
Modifications to this Bond: r:x=J None D See Last Page
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OWNER (Name and Address):
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CONTRACTOR AS PRINCIPAL
Company: (Corporate Seal)
SURETY
Company:
(Corporate Seal)
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Signature: Signature:
Name and ~~~~f.i~ Name and
Title: Title:
(Any additional signatures appear on the last page)
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(FOR INFORMATION ONLY - Name, Address and Telephone)
AGENT or BROKER: OWNER'S REPRESENTATIVE
(Architect, En ineer or other
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1984
i ..... ....,.~.~.._._ ,...____. __ .....",-,,_ ".__', ....__.. .... "...__ ,
iADDITIONS AND OELETIONS:
!The author of this document
lha~ added information
tnee~ed for its completion.
"The author may also have
fre''1ised the..t..:.xt of the
;or~ginal AI~ standard form.
,lAn 0dditionb a~d Deletions
l~ep'ort t~at:notes added
i~n~ormat~on;asiwell as
lre~isions t~ the standard
If 0 rtn....tex.t,i.'!; a vai.lable ...from
'the author and should be
'r~"1..tewe,:r;--"-'~ ......,---.--...,--, ---
This document has imP?r~an~
legal consequenc~.s"-' '
Consul tation.wi'th an .....
attorl)e.y-"i's" encqurifged with
respe'ct tQ.-it's' dompletion
ror _W~d:rn~ation; i
, '~"".....,......, " :
'Any .,singular. ret;enince to
Contrac;t...Surety, Q)Nner or
other party'1'lhaJ,..1 be"..
considered plural" where
applicable.
.L_
""......
ELECTRONIC COPYING of any
portion of this AlA" Document
to another electronic file is
prohibited and constitutes a
violation of copyright laws
as set forth in the footer of
this document.
1
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AlA Document A31~ - 1964. Copyright @ 1964 by The Am~rican Institute of Architects. All rights :t"eser'\fed. 'kA1UtING: 'This AlA. Document
is prot~cted by U.s. Copyriqht Law and International Tr~aties. unauthorized reproduction or distribution or this A!A~ Document, or .ny
portion of it, may result in sever@ civil and criminal pehalties, ~nd will bQ prosecuted to the maximum ~xt&nt pOssible und~r the law.
Th!s draft waS produced by AlA software at 10;:S6:23 on 04/09/2007 under Order No.1U002S;l422_1 which expires on 9/18/200"1, and 1$ not for
resale.
Ussr Notss: (1777475549)
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~ 1 The Contractor and the Surety, jointly and severally, bind themselves, their heirs, executors, administrators,
successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein
by reference.
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~ 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation
under this Bond, except to participate in conferences as provided in Section 3.1.
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~ 3 If there is no Owner Default, the Surety's obligation under this Bond shall arise after:
~ 3.1 The Owner has notified the Contractor and the Surety at its address described in Secti~m 10 below that the
Owner is considering declaring a Contractor Default and has requested and attempted to arlangea co'rilerencewith
the Contractor and the Surety to be held not later than fifteen days after receipt of such notii;e to discuss methodso[ ,
performing the Construction Contract. If the Owner, the Contractor and the Surety agree, the Qontractor shall be
allowed a reasonable time to perform the Construction Contract, but such an agreement sha~l not waive the Owner's
right, if any, subsequently to declare a Contractor Default; and ' !
...." .
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~ 3.2 The Owner has declared a Contractor Default and formally terminated the Contractor's right to complete the
contract. Such Contractor Default shall not be declared earlier than twenty days after the Q,ntiactor and t!ie'$urety
have received notice as provided in Section 3.1; and
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~ 3.3 The Owner has agreed to pay the Balance of the Contract Price to the Surety in accordance with the ternis of
the Construction Contract or to a contractor selected to perform the Construction Contract iP aCcordance with'the
terms of the contract with the Owner. '
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~ 4 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the Surety's expense
take one of the following actions:
~ 4.1 Arrange for the Contractor, with consent of the Owner, to perform and complete the Construction Contract; .QI"
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~ 4.2 Undertake to perform and complete the Construction Contract itself, through its agents or through ind~pendent
contractors; or
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~ 4.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Ownerfor_~ conitact f9r: ,
performance and completion of the Construction Contract, arrange for a contract to be prepared fo'r execution by the
Owner and the contractor selected with the Owner's concurrence, to be secured with performance and paYment
bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the
Owner the amount of damages as described in Section 6 in excess of the Balance of the Contract Price incurred by
the Owner resulting from the Contractor's default; or
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~ 4.4 Waive its right to perform and complete, arrange for completion, or obtain a new cont~ctor'ilnd'With _
reasonable promptness under the circumstances: i i ': '/'
.1 After investigation, determine the amount for which it may be liable to the Qwnbr and, as shon as"
practic~bl~ .aft<;,r the amou~t is determine~, tender payme.n~ therefor to the O}vne;; or
.2 Deny hablhty m whole or m part and notlfy the Owner cltmg reasons therefor. !
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,"''',''C''''''''''',''''.
~ 5 If the Surety does not proceed as provided in Section 4 with reasonable promptness, theiSurety shall be deemed
to be in default on this Bond fifteen days after receipt of an additional written notice from the Dwnerto.the Surety
demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any
remedy available to the Owner. If the Surety proceeds as provided in Section 4.4, and the Owner re,wses the
payment tendered or the Surety has denied liability, in whole or in part, without further notice the'bwne~.~h~ll be
entitled to enforce any remedy available to the Owner. --
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~ 6 After the Owner has terminated the Contractor's right to complete the Construction Contrac~, and if the Surety
elects to act under Section 4.1, 4.2, or 4.3 above, then the responsibilities of the Surety to the OWner shall not be
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greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the
Surety shall not be greater than those of the Owner under the Construction Contract. To the limit of the amount of
this Bond, but subject to commitment by the Owner of the Balance of the Contract Price to mitigation of costs and
damages on the Construction Contract, the Surety is obligated without duplication for:
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AlA DOcument A31~ - 1!}64. Copyriqht C' 1984 by The American Institute: of Architects. All rights r~a!:!rved. WAlWING: This AlA. Document
i.s prot.ect~ by U.S. Copyriqht L~w .nd Internilt:i.onal Treaties. Unauthorized reproduction or distribution of this A.IA.iIIl Doc1,lIrIent, or any
pQrtion of it; may result in severe civil and criminal penalties, and will be proseout~ to th~ ~xim~ ~xtent possible und~r toe law.
This draft was produced by AlA software at 10:56:23 on 04/09/2007 Ilrlder Order No.10002594%2 1 which expir~$ on 9/18/2007, and is not for
resaJ.e. -
Us~r Note.!;t: (177747~:):'l4g)
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~ 6.1 The responsibilities of the Contractor for correction of defective work and completion of the Construction
Contract;
~ 6.2 Additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from
the actions or failure to act of the Surety under Section 4; and
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~ 6.3 Liquidated damages, or if no liquidated damages are specified in the Construction Contraqt, actual damages
caused by delayed performance or non-performance of the Contractor.:
~ 7 The Surety shall not be liable to the Owner or others for obligations of the Contractor t~at areumelatecffo'1:ne
Construction Contract, and the Balance of the Contract Price shall not be reduced or set offion account{)fany.such
unrelated obligations. No right of action shall accrue on this Bond to any person or entity dthet than the Owner or
. h' d . . I ,
Its e1rs, executors, a m1illstrators or successors. ; ;
~ 8 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to
related subcontracts, purchase orders and other obligations. (
; ~ 1~:
~ 9 Any proceeding, legal or equitable, under this Bond may be instituted in any court of cd,mpJtent jurisdicti~n in
the location in which the work or part of the work is located and shall be instituted within tivo jears after to~tractor
Default or within two years after the Contractor ceased working or within two years after tije Shrety refus:es or fails
to perform its obligations under this Bond, whichever occurs first. If the provisions of this 1'aragraph are ~oi4 or
prohibited by law, the minimum period of limitation available to sureties as a defense in tM jurtsdictiotf6f the suit
shall be applicable.
~ 10 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the
signature page.
~ 11 When this Bond has been furnished to comply with a statutory or other legal requirement i~ the'16cati<?,!}.w,her~
the construction was to be performed, any provision in this Bond conflicting with said statutotY or ~~gal tequirement
shall be deemed deleted here from and provisions conforming to such statutory or other leghl reqiil(.ement shall be ~
deemed incorporated herein. The intent is that this Bond shall be construed as a statutory bOnda,nd ~'cil asa.~.ommfm
law bond.'" -
-"""'~
~ 12 DEFINITIONS
~ 12.1 Balance of the Contract Price: The total amount payable by the Owner to the Contractor under the
Construction Contract after all proper adjustments have been made, including allowance to the ContractQ.r of any
amounts received or to be received by the Owner in settlement of insurance or other claims ~o(dan:a,~~es to',\"hich., . .
the Contractor is entitled, reduced by all valid and proper payments made to or on behalf oUhe (26ntnietor uijdef the
:I ,. \... .,' ...
Construction Contract. .1; \ l.
J l 1 ~iT"
\ 1 ! ,,'
~ 12.2 Construction Contract: The agreement between the Owner and the Contractor identifj.ed pn the signhture page,
including all Contract Documents and changes thereto. I!! I
,~ i i
t ,.,~~_=~, "'.... &u: L,~,,", .\"",'_u
~ 12.3 Contractor Default: Failure of the Contractor, which has neither been remedied nor ~aived, to perform or
otherwise to comply with the terms of the Construction Contract. \.-.,..-.,...... -.' ..,.._..n._
~ 12.4 Owner Default: Failure of the Owner, which has neither been remedied nor waived, to pay thJ_Contractoras
required by the Construction Contract or to perform and complete or comply with the other ten,ps'thereoL"....""
..1" "..:.:-<" .....,..
AlA. Document A31~ - 1984. copyright e 1984 by The ArnE:!:rican Institut_E:! of Architects. All rights ~es:erved.. wARNING: This AlA" Oocum.ent
is protected. by U.S. Copyright Law and 1:nt~rna.tional Trt:!;ati!:!s. Una.uthorized reproduction or distribution o:f thil!i MA~ Document I Q:t" ;any
portion of it, ~y re~ult in ~~v~re civil ~nd crimin~l penalti~s, ~nd will be pros~outed to the maximum extent possible under ~h!:! law.
This draft was produced by AlA software at 10:56:23 on 04/09/2007 under Order No.l000259422_1 which axpires on 9/1S/2007, and is not for
r.esal(! .
Us~r 'Notes: (l'1'r7475S49)
3
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~ 13 MODIFICATIONS TO THIS BOND ARE AS FOllOWS:
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(Space is provided below for additional signatures of added parties, other than those appearing on the cover page.)
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corporate Seal) Company:
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(Corporatei Se41)
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Signature:
Name and Title:
Address:
Signature:
Name and Title:
Address:
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AlA Document A31zac - 1984. Copyright e 1984 by The American Institut~ of Architect.s. All rights reserved. WARNING: This AIA~ Document
is pt"otectvd by U.S. Copyright Law and lntern~tion:al Treaties. Una.uthorized. reproduction or distribution of thi.e AIA~ Document, or any
portion of it, may result in severe oivil and oriminal penalties I and will ~ prosecut&d to the maximum ext~nt possible under th~ law.
This draft was produced by AIA software at 10:56:23 on 04/09/2007 IltlcJp.r Or'der No.l000259422__1 whi(:h f!xpires on 9/lH!2(J{)7, and is not. for
resale.
User Notes: (1'J"'n4"75549)
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Payment Bond
CONTRACTOR (Name and Address):
SURETY (Name and Principal Place of
Business):
CONSTRUCTION CONTRACT
Date:
Amount:
~~~~~g~~'~'~~~{~~~i~~~~~~~J;~'~~'~!M:~&<i\ll'~LiiJ;;%i'!~lAtc;2y41!riii:Xiiit,'li":4'ti%l, ,',;J.!l;;;;~~'M\lii~, i'fJi~~)jjtwill;tl"
2&7i1fEtE;t~t,tr;;~",t~htt~:3&;~~'ii$;;it;:';jjg:~~;f;~)d;~"ftpJ4Y~~3A~!$.:$;,tai.~~t;,tf~%{~,~'~{ii~%Ht?J&1}r&Ht~~~~1*t!l1M~7~f<P~aw!l-$%~~tH
BOND i
Date (Not earlier than Construction Contract Date):
Amount:
Modifications to this Bond: ~ None c=J See Last Page
CONTRACTOR AS PRINCIPAL
Company: (Corporate Seal)
SURETY
Company:
(Corporate Seal)
".' .-
Signature:
Name and Title:
Signature:
Name and Title:
M~'afgwt;;;t!4g~J(~t~":.}\:"~
(Any additional signatures appear on the last page)
(FOR INFORMATION ONLY - Name, Address and Telephone)
AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect,
En ineer or other par ~:
.'\,"
.r.'
.,,J .
'....,,,.
AlA Oocument A31~ ~ 1984. copyright @ 1984 hy The American Institute of Architects. All rights rQserved. WARNING: This AIA~ Do~ent
is protected by U.S. Copyright. Law and lnternatiQoal Treaties. Unauthorized reproduction or d.istribution of' this AlA- Document. or ;any
portion of it, may result in S~Ver8 civil and criminal penal~iea, and will be proseouted to the maximum extent possible under the law.
Thi!; r:I..raft was produced by AlA software at 10:56:23 un 04/09/2()O~1 under Order No.lOOO7.5g422_1 which expires on Y/HI/2007, Q.uc:l i.s not for
:L1.:!:sale.
User Notes: (1??7.17554YJ
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~ 1 The Contractor and the Surety, jointly and severally bind themselves, their heirs, executors, administrators,
successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance
of the Construction Contract, which is incorporated herein by reference.
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~ 2 With respect to the Owner, this obligation shall be null and void if the Contractor:
~ 2.1 Promptly makes payment, directly or indirectly, for all sums due Claimants, and
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~ 2.2 Defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or
entity whose claim, demand, lien or suit is for the payment for labor, materials or equipme1!t furnished for use in the
performance of the Construction Contract, provided the Owner has promptly notified the Contractor and ineSurety
(at the address described in Section 12) of any claims, demands, liens or suits and tendered ,defense of,such claims;,
demands, liens or suits to the Contractor and the Surety, and provided there is no Owner Default.
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~ 3 With respect to Claimants, this obligation shall be null and void if the Contractor promptly tnakes payment,
directly or indirectly, for all sums due. '
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~ 4 The Surety shall have no obligation to Claimants under this Bond until: ,',
~ 4.1 Claimants who are employed by or have a direct contract with the Contractor have gi~en notice to the S'1rety
(at the address described in Section 12) and sent a copy, or notice thereof, to the Owner, stdting that a claim is being
made under this Bond and, with substantial accuracy, the amount of the claim. !. :;
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~ 4.2 Claimants who do not have a direct contract with the Contractor: .
.1 Have furnished written notice to the Contractor and sent a copy, or notice thereof, to theOwncr,.
within 90 days after having last performed labor or last furnished materials or equipment included in
the claim stating, with substantial accuracy, the amount of the claim and the name of the party to
whom the materials were furnished or supplied or for whom the labor was done or performed; and
.2 Have either received a rejection in whole or in part from the Contractor, or not received within30
days of furnishing the above notice any communication from the Contractor by which the Contractor
has indicated the claim will be paid directly or indirectly; and ,
.3 Not having been paid within the above 30 days, have sent a written notice to the Surety (at the
address described in Section 12) and sent a copy, or notice thereof, to the Owner, stating that a claim
is being made under this Bond and enclosing a copy of the previous written notice furnish~d to the
Contractor.
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~ 5 If a notice required by Section 4 is given by the Owner to the Contractor or to the Surety, that is sufficient
compliance.
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~ 6 When the Claimant has satisfied the conditions of Section 4, the Surety shall promptly aild at1:he Sutt(ty's.
expense take the following acti?ns: . . . . i " ',' ,/
~ 6.1 Send an answer to the Claimant, WIth a copy to the Owner, Wlthm45 days after receIpt ot1the claim, stah9g the
amounts that are undisputed and the basis for challenging any amounts that are disputed. l ' '
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~ 6.2 Payor arrange for payment of any undisputed amounts.
~ 7 The Surety's total obligation shall not exceed the amount of this Bond, and the amount of this Bond shaUbe
credited for any payments made in good faith by the Surety.
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~ 8 Amounts owed by the Owner to the Contractor under the Construction Contract shall be ust;d for the" ."
performance of the Construction Contract and to satisfy claims, if any, under any Construction' Perfotriiance Bond.
By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds e;:lrned by the Contractor
in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and the Surety
under this Bond, subject to the Owner's priority to use the funds for the completion of the ~ork.
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~ 9 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are
unrelated to the Construction Contract. The Owner shall not be liable for payment of any c()sts or expenses of any
Claimant under this Bond, and shall have under this Bond no obligations to make payments to, give notices on
behalf of, or otherwise have obligations to Claimants under this Bond.
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AlA OOCum.~ht A31,2D1 - 1964. Copyright Cl 1984 hy The American Institute tJf At'ch i. t..ec:t~. All riqhts t"e.l!ierv!:!d. WARNING: This AlA. OOc:ument.
is protect.ed by u.s. Copyright Lllw and Intern21tional T~~ati~s.. Unauthorized t"eproductiOh or di$tribut.ion of this A.IA~ DOCUffiQnt, or a.ny
portion of it, ~y result in seV8r@ civil ahd criminal penalties, a.nd will be p~osecuted to the maximum ext~nt possible und~r the law.
Thi15 draft was produced by AlA 50ftware at 10:56:2.3 On 04/09/2007 under Order No.1000259422 1 which expi[es on SI/1S/2()D'l, and is not for
resale. -
User Notes: (177747!):l49)
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~ 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to
related subcontracts, purchase orders and other obligations.
~ 11 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent
jurisdiction in the location in which the work or part of the work is located or after the expiration of one year from
the date (1) on which the Claimant gave the notice required by Section 4.1 or Section 4.2.3, or (2) on which the last
labor or service was performed by anyone or the last materials or equipment were furnishe4 by anyone under the
Construction Contract, whichever of (1) or (2) first occurs. If the provisions of this Paragnlph \lre void or prohibited
by law, the minimum period of limitation available to sureties as a defense in the jurisdiction ofthi: siiifsnall be -
applicable.
~ 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the
signature page. Actual receipt of notice by Surety, the Owner or the Contractor, however aCcotnplished, shall be
sufficient compliance as of the date received at the address shown on the signature page. . ..
~ 13 When this Bond has been furnished to comply with a statutory or other legal requirem~nt ih the location"where
the construction was to be performed, any provision in this Bond conflicting with said statu;to~ or legal requirement
shall be deemed deleted herefrom and provisions conforming to such statutory or other legal re~uirement shall be
deemed incofPorated herein. The intent is that this Bond shall be construed as a statutory ~ndi and not a~ a cbmmon
law bond.'
~ 14 Upon request by any person or entity appearing to be a potential beneficiary of this Bohd,.thle.Contfllctorshall
promptly furnish a copy of this Bond or shall permit a copy to be made.
~ 15 DEFINITIONS
~ 15.1 Claimant: An individual or entity having a direct contract with the Contractor or with a subcontractor of the
Contractor to furnish labor, materials or equipment for use in the performance of the Contract. The intent of this
Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas,
power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract,
architectural and engineering services required for performance of the work of the ContractClrand the Contractor's'
subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor,
materials or equipment were furnished.
~ 15.2 Construction Contract: The agreement between the Owner and the Contractor identified on the signature page,
including all Contract Documents and changes thereto.
~ 15.3 Owner Default: Failure of the Owner, which has neither been remedied nor waived, tipayfhe"Cbqtrab~qr!l~
required by the Construction Contract or to perform and complete or comply with the otheritenns thereof.\ ';. ."
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~ 16 MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
(Space is provided below for additional signatures of added parties, other than those appearingonthe coverpage:)
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corporate Seal) Company: (Corporate Seal)
Signature:
Name and Title:
Address:
Signature:
Name and Title:
Address:
AI~ Document A31zm - 1ge4. Co~yriqht @ 1984 by Th~ Am~ric~n rnstitute of ALchitects. All ri9ht~ reserved. ~~ING; This ~Ae Documen~
is protected by U.S. copyright Law and International Treati$~. Un9uthoriz~d reproduction or dia~ribution of ~his A1A~ Documen~, or any
portion of i~, ~y result in 6eV8r~ civil and criminal penalties, and will be prosecuted to the maxi~um extent possible under th~ l~w.
This draft was produced by ALA suftware at 10:56:23 on 04/09/20Q7 tlnder order No.lU00259422 1 which expires on 9/18/2007, and is not for
lesale. -
User Notes; (17-114755491
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