11-Sample Contract.docx

ADDITIONS AND DELETIONS:

The author of this document may have revised the text of the original AIA standard form. An Additions and Deletions Report that notes revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added to or deleted from the original AIA text.

This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.

The parties should complete A101®–2017, Exhibit A, Insurance and Bonds, contemporaneously with this Agreement. AIA Document A201®–2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified.

Document A101® – 2017 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum

AGREEMENT made as of the day of in the year (In words, indicate day, month and year.)

BETWEEN the Owner:

(Name, legal status, address and other information)

Joint School District No. 2 DBA: West Ada School District 1303 E. Central Drive Meridian, ID 83642 and the Contractor:

(Name, legal status, address and other information) for the following Project:

(Name, location and detailed description)

The Architect:

(Name, legal status, address and other information)

The Owner and Contractor agree as follows.

TABLE OF ARTICLES

1 THE CONTRACT DOCUMENTS

2 THE WORK OF THIS CONTRACT

3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4 CONTRACT SUM

5 PAYMENTS

6 DISPUTE RESOLUTION

7 TERMINATION OR SUSPENSION

8 MISCELLANEOUS PROVISIONS

9 ENUMERATION OF CONTRACT DOCUMENTS

EXHIBIT A INSURANCE AND BONDS

ARTICLE 1 THE CONTRACT DOCUMENTS

The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Contract Documents, other than a Modification, appears in Article 9.

ARTICLE 2 THE WORK OF THIS CONTRACT

The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others.

ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

§ 3.1 The date of commencement of the Work shall be:

(Check one of the following boxes.)

[ ] The date of this Agreement.

[ ] A date set forth in a notice to proceed issued by the Owner.

[ ] Established as follows:

(Insert a date or a means to determine the date of commencement of the Work.)

If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement.

§ 3.2 The Contract Time shall be measured from the date of commencement of the Work.

§ 3.3 Substantial Completion § 3.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion of the entire Work:

(Check one of the following boxes and complete the necessary information.)

[ ] Not later than ( ) calendar days from the date of commencement of the Work.

[ ] By the following date:

§ 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve Substantial Completion of such portions by the following dates:

§ 3.3.3 If the Contractor fails to achieve Substantial Completion as provided in this Section 3.3, liquidated damages, if any, shall be assessed as set forth in Section 4.5.

ARTICLE 4 CONTRACT SUM

§ 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum shall be ($ ), subject to additions and deductions as provided in the Contract Documents.

§ 4.2 Alternates § 4.2.1 Alternates, if any, included in the Contract Sum:

§ 4.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement.

(Insert below each alternate and the conditions that must be met for the Owner to accept the alternate.)

§ 4.3 Allowances, if any, included in the Contract Sum:

(Identify each allowance.)

§ 4.4 Unit prices, if any:

(Identify the item and state the unit price and quantity limitations, if any, to which the unit price will be applicable.)

§ 4.5 Liquidated damages, if any:

(Insert terms and conditions for liquidated damages, if any.)

The Owner will suffer financial loss in an amount that is difficult to quantify if the Project is not Substantially Complete on the date set forth in the Contract Documents. The Contractor (and its Surety) shall be liable for and shall pay to the Owner the sums hereinafter stipulated as fixed, agreed as liquidated damages, not as penalty, for each calendar day of delay until the Work is substantially completed: three hundred fifty dollars and No cents ($350.00).

§ 4.6 Other:

(Insert provisions for bonus or other incentives, if any, that might result in a change to the Contract Sum.)

ARTICLE 5 PAYMENTS

§ 5.1 Progress Payments § 5.1.1 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.

§ 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows:

§ 5.1.3 Provided that an Application for Payment is received by the Architect not later than the 5th day of a month, the Owner shall make payment of the amount certified to the Contractor not later than the last day of the the same month. If an Application for Payment is received by the Architect after the application date fixed above, payment of the amount certified shall be made by the Owner not later than Sixty ( (60 ) days after the Architect receives the Application for Payment.

(Federal, state or local laws may require payment within a certain period of time.)

§ 5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Architect may require. This schedule of values shall be used as a basis for reviewing the Contractor’s Applications for Payment.

§ 5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment.

§ 5.1.6 In accordance with AIA Document A201™–2017, General Conditions of the Contract for Construction, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:

§ 5.1.6.1 The amount of each progress payment shall first include:

.1 That portion of the Contract Sum properly allocable to completed Work;

.2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably 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; and .3 That portion of Construction Change Directives that the Architect determines, in the Architect’s professional judgment, to be reasonably justified.

§ 5.1.6.2 The amount of each progress payment shall then be reduced by:

.1 The aggregate of any amounts previously paid by the Owner;

.2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201–2017;

.3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay;

.4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201–2017; and .5 Retainage withheld pursuant to Section 5.1.7.

§ 5.1.7 Retainage § 5.1.7.1 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due:

(Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law.)

5%

§ 5.1.7.1.1 The following items are not subject to retainage:

(Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.)

NA

§ 5.1.7.2 Reduction or limitation of retainage, if any, shall be as follows:

(If the retainage established in Section 5.1.7.1 is to be modified prior to Substantial Completion of the entire Work, including modifications for Substantial Completion of portions of the Work as provided in Section 3.3.2, insert provisions for such modifications.)

NA

§ 5.1.7.3 Except as set forth in this Section 5.1.7.3, upon Substantial Completion of the Work, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 5.1.7. The Application for Payment submitted at Substantial Completion shall not include retainage as follows:

(Insert any other conditions for release of retainage upon Substantial Completion.)

§ 5.1.8 If final completion of the Work is materially delayed through no fault of the Contractor, the Owner shall pay the Contractor any additional amounts in accordance with Article 9 of AIA Document A201–2017.

§ 5.1.9 Except with the Owner’s prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site.

§ 5.2 Final Payment § 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, 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 Article 12 of AIA Document A201–2017, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment has been issued by the Owner; and .3 the Owner has received a Consent of Surety Form (AIA Document G707) signed by the Surety who issued the Performance Bonds on behalf of the Contractor; and .4 the Owner has received a Tax Release Notice from the Idaho State Tax Commission.

.5 the Owner has received the Contractor Release of Liens and Claims Form .6 the Owner has received the Subcontractors and Suppliers Waiver of Claims Form

§ 5.2.2 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:

§ 5.3 Interest Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, 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.)

Five % (5% Per Annum)

ARTICLE 6 DISPUTE RESOLUTION

§ 6.1 Initial Decision Maker The Architect will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201–2017, unless the parties appoint below another individual, not a party to this Agreement, to serve as the Initial Decision Maker.

(If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.)

§ 6.2 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Article 15 of AIA Document A201–2017, the method of binding dispute resolution shall be as follows:

(Check the appropriate box.)

[ ] Arbitration pursuant to Section 15.4 of AIA Document A201–2017

[ [X] Litigation in a court of competent jurisdiction

[ ] Other (Specify)

If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.

ARTICLE 7 TERMINATION OR SUSPENSION

§ 7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201–2017.

§ 7.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, for any of the following reasons:

§ 7.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, repeated suspensions, delays, or interruptions of the entire Work by the Owner as described in Section 7.3, constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less.

§ 7.1.3 If one of the reasons described in Section 7.1.1 or 7.1.2 exists, the Contractor may, upon seven days’ notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed and costs incurred by reason of such termination.

§ 7.2 Termination by the Owner for Cause § 7.2.1 The Owner may terminate the Contract if the Contractor .1 refuses or fails to supply enough properly skilled workers or proper materials;

.2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or suppliers;

.3 disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents.

§ 7.2.2 When any of the reasons described in Section 7.2.1 exist, and upon certification by the Owner that sufficient cause exists to justify such action, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven days’ notice, terminate employment of the Contractor and may, subject to any prior rights of the surety:

.1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor;

.2 Accept assignment of subcontracts; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written 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.

§ 7.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 7.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished.

§ 7.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, 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 Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract.

§ 7.3 Suspension by the Owner for Convenience § 7.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work, in whole or in part for such period of time as the Owner may determine.

§ 7.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay, or interruption under Section 7.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was, or would have been, so suspended, delayed, or interrupted, by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract.

§ 7.4 Termination by the Owner for Convenience § 7.4.1 The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause.

§ 7.4.2 Upon receipt of notice from the Owner of such termination for the Owner’s convenience, the Contractor shall .1 cease operations as directed by the Owner in the notice;

.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.

§ 7.4.3 In case of such termination for the Owner’s convenience, the Owner shall pay the Contractor for Work properly executed; costs incurred by reason of the termination, including costs attributable to termination of Subcontracts.

§ 7.1.1 If the Contract is terminated for the Owner’s convenience in accordance with Article 14 of AIA Document A201–2017, then the Owner shall pay the Contractor a termination fee as follows:

(Insert the amount of, or method for determining, the fee, if any, payable to the Contractor following a termination for the Owner’s convenience.)

§ 7.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201–2017.

ARTICLE 8 MISCELLANEOUS PROVISIONS

§ 8.1 Where reference is made in this Agreement to a provision of AIA Document A201–2017 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents.

§ 8.2 The Owner’s representative:

(Name, address, email address, and other information)

§ 8.3 The Contractor’s representative:

(Name, address, email address, and other information)

§ 8.4 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ prior notice to the other party.

§ 8.5 Insurance and Bonds The Owner and the Contractor shall purchase and maintain insurance as set forth in the following paragraphs, and elsewhere in the Contract Documents.

§ 8.5.1 Trade Contractor’s Insurance § 8.5.1.1 Before commencing the Trade Contract Work and as a condition to payment, Trade Contractor shall procure and maintain in force Workers’ Compensation/Employers’ Liability Insurance, Business Automobile Liability Insurance, and Commercial General Liability Insurance (CGL). The CGL policy shall include coverage for liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, contractual liability, and broad from property damage. West Ada School District shall be named as Additional Insured using endorsement form CG 2010 (11/85 version) or equivalent. Trade Contractor shall maintain completed operations liability insurance for one year after Substantial Completion, or as required by the Trade Contract Documents, whichever is longer. Trade Contractor’s liability policies, as required in this subsection, shall be written on an occurrence basis with at least the following limits of liability:

§ 8.5.1.1a Workers’ Compensation in accordance with the laws of the State in which the Project is located.

§ 8.5.1.1b Employers’ Liability Insurance $1,000,000 Bodily Injury by Accident Each Accident $1,000,000 Bodily Injury by Disease Policy Limit $1,000,000 Bodily Injury by Disease Each Employee

§ 8.5.1.1c Business Automobile Liability Insurance $1,000,000 Each Accident

§ 8.5.1.1d Commercial General Liability Insurance$1,000,000 Each Occurrence $2,000,000 General Aggregate $2,000,000 Products/Completed Operations Aggregate

§ 8.5.1.2 Employers’ Liability, Business Automobile Liability, and Commercial General Liability coverages required under subsection 8.5.1 may be arranged for the full limits required by a combination of underlying policies with the balance provided by Excess or Umbrella Liability policies.

§ 8.5.1.3 Trade Contractor shall maintain in effect all insurance coverage required under this section with insurance companies lawfully authorized to do business in the jurisdiction in which the Project is located. If Trade Contractor fails to obtain or maintain any insurance coverage required under this Agreement, Owner may purchase such coverage and charge the expense to Trade Contractor, or terminate this Agreement.

§ 8.5.1.4 To the extent commercially available to Trade Contractor from its current insurance company, insurance policies required under subsection 8.5.1 shall contain a provision that the insurance company or its designee must give Owner written notice transmitted in paper or electronic format within ten (10) Business Days after cancellation of coverage by the insurance company. Prior to commencing the Work and upon renewal or replacement of the insurance policies, Trade Contractor shall furnish Owner with certificates of insurance until one year after Substantial Completion or longer if required by the Trade Contract documents. In addition, if any insurance policy required under subsection 8.5.1 is not to be immediately replaced without lapse in coverage when it expires, exhausts its limits, or is to be cancelled, Trade Contractor shall give Owner prompt written notice upon actual or constructive knowledge of such condition.

§ 8.5.2 Trade Contractor’s Bonds Payment and Performance Bonds for 100% of the Trade Contract value are required by the Owner.

§ 8.6 Notice in electronic format, pursuant to Article 1 of AIA Document A201–2017, may be given in accordance with AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below:

(If other than in accordance with AIA Document E203–2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.)

§ 8.7 Contractor shall comply with Other provisions as follows :

§8.7.1 Pursuant to Idaho Code 44-1001, EMPLOYMENT OF RESIDENTS OF IDAHO, the contractor must employ ninety-five (95%) bona fide Idaho residents as employees on any job under contract with Joint School District No. 2 dba West Ada School District except where under such contracts fifty (50) or less persons are employed the contractor may employ ten percent (10%) nonresidents, provided, however, in all cases employers must give preference to the employment of bona fide residents in the performance of said work.

§8.7.2 Idaho Code 63-1503 COLLECTION OF TAXES FROM PUBLIC WORKS CONTRACTORS. The Contractor, in consideration of securing the business of erecting or constructing public works in this state, recognizing that the business in which it is engaged is of a transitory character, and that in the pursuit thereof, his property used therein may be without the state when taxes, excises, or license fees to which Contractor is liable become payable, agrees:

1. To pay promptly when due all taxes, (other than on real property), excises and license fees due to the state, its subdivisions, and municipal and quasi-municipal corporations therein, accrued or accruing during the term of this contract, whether or not the same shall be payable at the end of such term;

2. That if the said taxes, excises, and license fees are not payable at the end of said term, but liability for the payment thereof exist, even though the same constitute liens upon Contractor’s property, to secure the same to the satisfaction of the respective officers charged with the collection thereof; and

3. That, in the event of Contractor’s default in the payment or securing of such taxes, excises, and license fees, to consent that the department, officer, board or taxing unit entering into this contract may withhold from any payment due Contractor hereunder the estimated amount of such accrued and accruing taxes, excises, and license fees for the benefit of all taxing units to which the Contractor is liable.

§8.7.3 Idaho Code 67-2346 & 67-2346A ANTI-BOYCOTT ACT. If aggregate payments under a contract/agreement exceed one hundred thousand ($100,000) and the Contractor/Vendor employs ten (10) or more persons, the Contractor/Vendor must certify that it is not currently engaged in and will not, for the duration of the contract/agreement, engage in a boycott of goods or services from Israel or territories under its control or engage in a boycott of any individual or company because the individual or company:

Engages in or supports the exploration, production, utilization, transportation, sale, or manufacture of fossil fuel-based energy, timber, minerals, hydroelectric power, nuclear energy, or agriculture; or Engages in or supports the manufacture, distribution, sale, or use of firearms, as defined in section 18-3302 (2) (d), Idaho Code. The terms in this Certification are defined in Idaho Code 67-2346 and 67-2346A and shall have the meaning defined therein.

By signing below, I certify that Contractor/Vendor does not engage in the boycott of goods or services from any of the above noted categories during the term of any contract awarded to Contractor/Vendor from Joint School District No. 2, dba West Ada School District. I further certify that this certification is true, complete, and accurate, and that I am authorized by my company to make this certification.

§ 8.7.4 Idaho Code 67-2359 CERTIFICATION REGARDING CHINA. Contractor certifies that it is not currently owned or operated by the government of China/People’s Republic of China and will not, for the duration of this Contract, be owned or operated by the government of China.

§ 8.7.5 Idaho Code 18-8703 – 18-8711 NO PUBLIC FUNDS FOR ABORTION ACT. Contractor certifies that it is not currently an abortion provider or an affiliate of an abortion provider and will not, for the duration of this Contract, provide abortions or be an affiliate of an abortion provider.

§ 8.7.6 Laws, Regulations, etc. The Work shall strictly comply with all federal, state, local and municipal laws, rules, regulations, statutes, ordinances and other directives (hereinafter referred to as “Laws”), applicable to the Work on the Project, including, but not limited to, labor, wage, equal opportunity employment, environmental and safety Laws. All work, in addition to that specifically required by this Contract but necessary to fully comply with such Laws, will be furnished by CONTRACTOR as part of this Contract without additional compensation. In the event CONTRACTOR observes any work on the Project which CONTRACTOR believes is not in compliance with such Laws, CONTRACTOR shall immediately notify OWNER in writing of such non-compliance.

§ 8.7.7 Assignment Prohibited. CONTRACTOR agrees not to assign or sublet Contract or the Work or any right to payment or other Contract right or portion of the Work without the prior written consent of the OWNER.

§ 8.7.8 CONTRACTOR hereby certifies that it has an established safety policy as required by the Occupational, Safety and Health Administration (OSHA), which requires regular safety meetings. CONTRACTOR agrees to conduct weekly safety meetings regarding its Work under this agreement and shall promptly prepare minutes of such meetings and provide copies of such minutes to OWNER, if requested, as the Work progresses. CONTRACTOR agrees to comply with all requirements of OSHA relating to the Work and shall maintain and provide all applicable material safety data sheets in accordance with OSHA requirements.

§ 8.7.9 Materials, Tools and Equipment. All materials delivered by or on account of the CONTRACTOR and intended to be incorporated into the construction of the Project hereunder, shall become the property of the OWNER as delivered, but the CONTRACTOR may repossess himself of any surplus remaining at the completion of this Contract. All scaffolding, apparatus, ways, works, machinery and plans brought upon the premises by the CONTRACTOR shall remain his property, but in the case of default, and completion of the Work by the OWNER, OWNER shall be entitled to use such scaffolding, apparatus, ways, works, machinery and plans without cost or liability for depreciation or damage by such use and without prejudice to OWNER’S other rights or remedies for any damage or loss sustained by reason of said default.

§ 8.7.10 Delay. Non-violent union picketing does not constitute a justified delay in the Project on the part of the CONTRACTOR.

§ 8.7.11 Attorney Fees. If CONTRACTOR or OWNER files suit against the other, which suit is in any way connected with this Contract, the prevailing party shall be entitled to recover a reasonable sum for attorney fees and costs from the other party, including costs and fees on any appeal. In addition, in the event OWNER is required to defend any action arising out of or relating to CONTRACTOR’S obligation hereunder, including any suit, arbitration or other legal proceeding, CONTRACTOR shall pay OWNER’S reasonable costs and attorney fees, including costs and fees on any appeal.

§ 8.7.12 The OWNER may require notarized lien releases from CONTRACTOR and its subcontractors and suppliers, or may issue joint checks at OWNER’S sole discretion at any time. As a condition for any progress payment or final payment, the OWNER may require the CONTRACTOR to provide the names and addresses of all of its employees, subcontractors and suppliers providing any labor and/or material for any portion of the Work and shall provide evidence of payment of employee withholding taxes.

§ 8.7.13 Quality Control and Supervision of Work § 8.7.13.1 Continuous control of the quality of the Work is the essence of this Contract. Failure of the CONTRACTOR to establish and maintain quality control of the Work shall be a default of this agreement. CONTRACTOR shall establish a quality control program satisfactory to the OWNER’S consent. Failure to maintain proper supervision on site shall constitute default of this agreement.

§ 8.7.13.2 The Work shall be administered and directed by CONTRACTOR’S project supervisor experienced in the Work and acceptable to OWNER who shall be assigned to the Project upon execution of this agreement. CONTRACTOR’S project supervisor shall be present on site at all times Work is performed or materials delivered and CONTRACTOR shall not charge project supervisors during the Project without OWNER’S consent. Failure to maintain proper supervision on site shall constitute default of this agreement.

§ 8.7.13.3 CONTRACTOR shall be responsible for the continuous quality control of the Work, protection of the Work and other work at the site and for clean-up and maintenance of the site of the Work. OWNER may, at any time, require removal and replacement of CONTRACTOR’S project supervisor and CONTRACTOR shall be liable for any costs, including overhead costs, incurred by OWNER in assuring or maintaining quality control of the Work.

§ 8.5 Insurance and Bonds § 8.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A101™–2017, Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum, Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents.

§ 8.5.2 The Contractor shall provide bonds as set forth in AIA Document A101™–2017 Exhibit A, and elsewhere in the Contract Documents.

§ 8.6 Notice in electronic format, pursuant to Article 1 of AIA Document A201–2017, may be given in accordance with a building information modeling exhibit, if completed, or as otherwise set forth below:

(If other than in accordance with a building information modeling exhibit, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.)

§ 8.7 Other provisions:

ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS

§ 9.1 This Agreement is comprised of the following documents:

.1 AIA Document A101™–2017, Standard Form of Agreement Between Owner and Contractor .2 AIA Document A101™–2017, Exhibit A, Insurance and Bonds .3 AIA Document A201™–2017, General Conditions of the Contract for Construction, as amended for this project. Or accessed here: https://westada.org/page/procurement AIA Document A201™–2017, General Conditions of the Contract for Construction .4 Building information modeling exhibit, dated as indicated below:

(Insert the date of the building information modeling exhibit incorporated into this Agreement.)

.5 Drawings

.6 Specifications

.7 Addenda, if any:

Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 9.

.8 Other Exhibits:

(Check all boxes that apply and include appropriate information identifying the exhibit where required.)

[ ] AIA Document E204™–2017, Sustainable Projects Exhibit, dated as indicated below:

(Insert the date of the E204-2017 incorporated into this Agreement.)

[ ] The Sustainability Plan:

[ ] Supplementary and other Conditions of the Contract:

.9 Other documents, if any, listed below:

(List here any additional documents that are intended to form part of the Contract Documents. AIA Document A201™–2017 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor’s bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.)

This Agreement entered into as of the day and year first written above.

OWNER (Signature)

CONTRACTOR (Signature)

David Reinhart Chief Operations Officer

(Printed name and title)

(Printed name and title)

ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document.

AIA Document A101 – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:20:57 MDT on 04/28/2025 under Subscription No.20240048236 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.DRAFT

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AIA Document A101 – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:20:57 MDT on 04/28/2025 under Subscription No.20240048236 which expires on , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.DRAFT

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