CVS A151-2019.pdf

Document A151™ – 2019 Standard Form of Agreement between Owner and Vendor for Furniture, Furnishings, and Equipment (FF&E)

Init.

AIA Document A151™ – 2019. Copyright © 2003, 2007, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:12:22 ET on 10/27/2020 under Order No.9490799597 which expires on 01/14/2021, 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 copyright@aia.org.

User Notes: (1383017336)

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as 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 necessary information and 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.

AGREEMENT made as of the day of in the year

BETWEEN the Owner:

(Name, legal status, address, and other information)

Chippewa Valley Schools 19120 Cass Avenue Clinton Township, MI 48038 and the Vendor:

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

(Name, location, and detailed description)

The Technology Designer:

(Name, legal status, address, and other information)

Metro Technology Services IT, Inc.

59 North Walnut Street, Suite 202 Mount Clemens, MI 48043

The Architect:

(Name, legal status, address, and other information)

N/A

The Owner and Vendor agree as follows.

Init.

AIA Document A151™ – 2019. Copyright © 2003, 2007, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:12:22 ET on 10/27/2020 under Order No.9490799597 which expires on 01/14/2021, 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 copyright@aia.org.

User Notes: (1383017336)

TABLE OF ARTICLES

1 THE CONTRACT DOCUMENTS

2 DATE OF COMMENCEMENT AND COMPLETION

3 CONTRACT SUM

4 PAYMENTS

5 ENUMERATION OF CONTRACT DOCUMENTS

(Paragraphs deleted)

MISCELLANEOUS PROVISIONS

(Paragraphs deleted)

ARTICLE 1 THE CONTRACT DOCUMENTS

§ 1.1 The Vendor shall fully execute the Work described in the Contract Documents.

§ 1.2 The Contract Documents consist of The Request for Proposal dated , Vendor Bid Proposal dated , this Agreement, Conditions of the Contract (Genera, 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; these 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 and subsequent negotiations, representations or agreements, either written or oral, unless the procedure for a change in terms is followed as described in Section 1.3. An enumeration of the Contract Documents, other than Modifications, appear in Article 5.

§ 1.3 A change in terms to this Agreement shall become valid only by means of a Modification signed by both the Owner and Vendor.

§ 1.4 The term Bidder and Vendor shall be synonymous and the use of one shall be defined as the same for the use of the other.

§ 1.5 If the term Architect is used anywhere throughout the Contract Documents, the term shall mean "Technology Designer."

(Paragraphs deleted)

ARTICLE 2 DATE OF COMMENCEMENT AND COMPLETION

§ 2.1 The date of commencement of the Work shall be the date of this Agreement, unless a different date is stated below, or provision is made for the date to be fixed in a notice to proceed issued by the Owner.

(Insert the date of commencement if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.)

(Paragraphs deleted) (Table deleted) (Paragraphs deleted) (Table deleted) (Paragraphs deleted) (Table deleted) (Paragraphs deleted) (Table deleted)

AIA Document A151™ – 2019. Copyright © 2003, 2007, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:12:22 ET on 10/27/2020 under Order No.9490799597 which expires on 01/14/2021, 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 copyright@aia.org.

User Notes: (1383017336)

§ 2.2 The Vendor shall complete the Work not later than the following date:

(Insert a calendar date. Unless stated elsewhere in the Contract Documents, insert any requirements for earlier completion of certain portions of the Work.)

Portion of Work Substantial Completion date

ARTICLE 3 CONTRACT SUM

The Owner shall pay the Vendor the Contract Sum in current funds, including all applicable taxes, for the Vendor’s performance of the Contract. The Contract Sum shall be $ , subject to additions and deductions as provided in the Contract Documents.

ARTICLE 4 PAYMENTS

(Paragraph deleted) (Table deleted)

§ 4.1 PAYMENT TERMS

The Owner shall (Paragraphs deleted) make payments to the Vendor in conformance with the following payment terms:

In accordance with the General Conditions of the Contract, as modified by the Owner for the Project

§ 4.2 PROGRESS PAYMENTS

§ 4.2.1 Based upon applications for payment submitted to the Owner by the Vendor, the Owner shall make progress payments on account of the contract Sum to the Vendor as provided below and elsewhere in the Contract Documents.

§ 4.2.2 (Paragraphs deleted) Each application for payment shall be based on the payment terms as described in Section 4.1 and shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require.

(Paragraphs deleted)

ARTICLE 5 ENUMERATION OF CONTRACT DOCUMENTS

§ 5.1 (Paragraphs deleted) The Contract Documents, except for Modifications issued after execution of this Agreement, include this Agreement and the following other documents listed in Sections 5.2 through 5.6

§ 5.2 The General Conditions are AIA Document A251™-2007, General Conditions of the Contract for Furniture, Furnishings and Equipment, as modified by the Owner of the Project.

§ 5.3 The Supplementary Conditions, other Conditions of the Contract and Specifications are dated , and are as follows:

(Either list the Specifications here or refer to an exhibit attached to this Agreement. If a project manual is not used, indicate here.)

BP

Section Title Pages

AIA Document A151™ – 2019. Copyright © 2003, 2007, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:12:22 ET on 10/27/2020 under Order No.9490799597 which expires on 01/14/2021, 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 copyright@aia.org.

User Notes: (1383017336)

§ 5.4 The Drawings are enumerated as follows:

(Either list the Drawings here or refer to an exhibit attached to this Agreement.)

Number Title Date

§ 5.5 Addenda, if any, are enumerated as follows:

(Either list the Addenda here or refer to an exhibit attached to this Agreement.)

§ 5.6 Other Contract Documents are as follows:

(List only those portions of furniture, furnishings and equipment quotations or orders that are to be included in the Contract Documents.)

Request for Proposal dated Vendor Bid Proposal dated Post Bid Review dated

(Paragraphs deleted)

ARTICLE 6 MISCELLANEOUS PROVISIONS

(Paragraphs deleted) § 6.1 The Vendor shall make no payment to persons employed by the Owner or consultants for the Owner, with regard to this Agreement, without disclosure and written approval of the Owner.

§ 6.2 ORDER OF PRECEDENCE

The Contract Documents, which are all incorporated herein by reference, include the following:

i. This Agreement, including the Conditions of the contract (General, Supplementary and other Conditions):

ii.The Owner’s Request for Proposals dated , including the Specifications attached thereto; and

iii. Vendor’s Bid Proposal dated .

To the extent that the terms and conditions of the Contract Documents are in conflict, the terms and conditions shall be interpreted in the above-referenced order from i to iii. However, the parties also agree that where there is not a conflict between any of the terms and conditions contained in the above-referenced Contract Documents, all of the Contract Documents shall be binding upon both parties, except to the extent the exceptions contained in the Contractor’s Bid Proposal are not expressly accepted by the Owner in writing and incorporated into this Agreement.

§ 6.3 The Vendor shall purchase and maintain insurance as set forth under Article 13 of A251-2007.

(List any required limits for insurance.)

In Accordance with General Conditions of the Contract, as modified by the Owner for the Project.

Type of Insurance Limit of liability ($0.00)

§ 6.4 TURNKEY SOLUTION

This Agreement and the other Contract Documents set forth the terms and conditions upon which Vendor will provide a "Turnkey" solution for installation and operation of the System(s) for use by Owner, Vendor agrees that it will provide a complete "Turnkey Solution" to Owner. Vendor shall be responsible for the successful installation and operation of the System(s) in all phases of design, configuration, installation, acceptance testing, training, documentation, support and

AIA Document A151™ – 2019. Copyright © 2003, 2007, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:12:22 ET on 10/27/2020 under Order No.9490799597 which expires on 01/14/2021, 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 copyright@aia.org.

User Notes: (1383017336) maintenance of the System(s) as detailed in the Contract Documents. Vendor will supply all labor, materials, Services and Equipment necessary to have the System(s) in accordance with the Purchase Price set forth in Article 3. Vendor represents and warrants that the purchase of the System(s) and installation Services provided to Owner will constitute a fully operational solution as contemplated by the Contract Documents. Vendor will guarantee it design, operation and functionality of the System(s), in accordance with the Contract Documents.

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

OWNER (Signature) VENDOR (Signature)

(Printed name and title) (Printed name and title)

Additions and Deletions Report for AIA® Document A151™ – 2019

This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text.

Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 15:12:22 ET on 10/27/2020.

Additions and Deletions Report for AIA Document A151™ – 2019. Copyright © 2003, 2007, and 2019 by The American Institute of Architects. All rights reserved.

The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:12:22 ET on 10/27/2020 under Order No.9490799597 which expires on 01/14/2021, 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 copyright@aia.org.

User Notes: (1383017336)

(In words, indicate day, month, and year.)

Chippewa Valley Schools 19120 Cass Avenue Clinton Township, MI 48038

The Technology Designer:

(Name, legal status, address, and other information)

Metro Technology Services IT, Inc.

59 North Walnut Street, Suite 202 Mount Clemens, MI 48043

N/A

Additions and Deletions Report for AIA Document A151™ – 2019. Copyright © 2003, 2007, and 2019 by The American Institute of Architects. All rights reserved.

The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:12:22 ET on 10/27/2020 under Order No.9490799597 which expires on 01/14/2021, 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 copyright@aia.org.

User Notes: (1383017336)

1 GENERAL PROVISIONSTHE CONTRACT DOCUMENTS

2 CONTRACT SUM AND PAYMENTSDATE OF COMMENCEMENT AND COMPLETION

3 TIMECONTRACT SUM

4 OWNERPAYMENTS

5 VENDORENUMERATION OF CONTRACT DOCUMENTS

6 TITLE AND RISK OF LOSS

7 DELIVERY AND INSTALLATION

8 ACCEPTANCE

9 WARRANTIES

10 ARCHITECT

MISCELLANEOUS PROVISIONS

11 RELATED ACTIVITIES OF OWNER OR OF SEPARATE VENDORS

12 PROTECTION OF PERSONS AND PROPERTY

13 INSURANCE

14 CLAIMS AND DISPUTES

15 ENUMERATION OF CONTRACT DOCUMENTS

ARTICLE 1 GENERAL PROVISIONS

ARTICLE 1 THE CONTRACT DOCUMENTS

§ 1.1 Governing Law, including the Uniform Commercial Code This Agreement is for the sale of goods, specifically furniture, furnishings, and equipment (FF&E), and shall be governed by the law of the place where the Project is located, excluding that jurisdiction’s choice of law rule and including the jurisdiction’s Uniform Commercial Code (UCC) as adopted. If this Agreement conflicts with terms provided by the UCC, the Agreement shall prevail. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 14.7.The Vendor shall fully execute the Work described in the Contract Documents.

§ 1.2 The Contract Documents The Contract Documents are enumerated in Article 15 and consist of this Agreement (including, if applicable, Supplementary and other Conditions of the Contract), consist of The Request for Proposal dated , Vendor Bid Proposal dated , this Agreement, Conditions of the Contract (Genera, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement, Agreement and Modifications issued after execution of this Agreement. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Vendor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all.

Performance by the Vendor shall be required to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results.Agreement; these 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 and subsequent negotiations, representations or agreements, either written or oral, unless the procedure for a change in terms is followed as described in Section 1.3. An enumeration of the Contract Documents, other than Modifications, appear in Article 5.

Additions and Deletions Report for AIA Document A151™ – 2019. Copyright © 2003, 2007, and 2019 by The American Institute of Architects. All rights reserved.

The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:12:22 ET on 10/27/2020 under Order No.9490799597 which expires on 01/14/2021, 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 copyright@aia.org.

User Notes: (1383017336)

§ 1.3 The Contract The Contract Documents form the Contract for the Work. The Contract represents the entire and integrated agreement between the parties hereto and supersedes all prior proposals, offers, terms and conditions, negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification.

The Contract Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Vendor. The primary purpose of the Contract is the sale of goods, and any services provided are incidental to such primary purpose.A change in terms to this Agreement shall become valid only by means of a Modification signed by both the Owner and Vendor.

§ 1.4 Modifications A Modification is a written amendment to the Contract for changes in the Work signed by both parties or a written order for a minor change in the Work signed by the Architect. A minor change in the Work is a change that is consistent with the intent of the Contract Documents and does not involve an adjustment in the Contract Sum or an extension of the Contract Time.The term Bidder and Vendor shall be synonymous and the use of one shall be defined as the same for the use of the other.

§ 1.5 The Work The Work means the Vendor’s performance, including the sale of FF&E and any incidental fabrication, shipping, warehousing, delivery, installation, and other items or services required by the Contract Documents and provided, or to be provided, by the Vendor. The Work includes all labor, materials, temporary protection, storage, and equipment necessary to fulfill the Vendor’s obligations, except as specifically indicated in the Contract Documents to be the responsibility of others. The Work may constitute the whole or a part of the Project.If the term Architect is used anywhere throughout the Contract Documents, the term shall mean "Technology Designer."

§ 1.6 Instruments of Service Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect’s consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials.

§ 1.7 Ownership and Use of Drawings, Specifications, and Other Instruments of Service § 1.7.1 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory, and other reserved rights in their Instruments of Service, including copyrights. The Vendor, sub-vendors, and suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect’s or Architect’s consultants’ reserved rights.

§ 1.7.2 The Vendor, sub-vendors, and suppliers are authorized to use and reproduce the Instruments of Service provided to them, subject to the protocols established pursuant to Sections 1.8 and 1.9, solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Vendor, sub-vendors, and suppliers may not use the Instruments of Service on other projects, or in connection with additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect, and the Architect’s consultants.

§ 1.8 Digital Data Use and Transmission The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data.

§ 1.9 Building Information Models Use and Reliance Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk

Additions and Deletions Report for AIA Document A151™ – 2019. Copyright © 2003, 2007, and 2019 by The American Institute of Architects. All rights reserved.

The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:12:22 ET on 10/27/2020 under Order No.9490799597 which expires on 01/14/2021, 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 copyright@aia.org.

User Notes: (1383017336) and without liability to the other party and its vendors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees.

§ 1.10 Severability The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Contract.

§ 1.11 Notice § 1.11.1 Except as otherwise provided in Section 1.11.2, where the Contract Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission 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.)

§ 1.11.2 Notice of Claims shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail, or by courier providing proof of delivery.

§ 1.12 Assignment of Contract Neither party to the Contract shall assign the Contract without written consent of the other, except that the Owner may, without consent of the Vendor, assign the Contract to a lender providing financing for the Project if the lender assumes the Owner’s rights and obligations under the Contract Documents. The Vendor shall execute all consents reasonably required to facilitate such assignment.

ARTICLE 2 CONTRACT SUM AND PAYMENTS

ARTICLE 2 DATE OF COMMENCEMENT AND COMPLETION

§ 2.1 Contract SumThe date of commencement of the Work shall be the date of this Agreement, unless a different date is stated below, or provision is made for the date to be fixed in a notice to proceed issued by the Owner.

(Insert the date of commencement if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.)

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

§ 2.1.2 Alternates § 2.1.2.1 Alternates, if any, included in the Contract Sum:

Item Price

§ 2.1.2.2 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.)

Item Price Conditions for Acceptance

§ 2.1.3 Unit prices, if any:

Additions and Deletions Report for AIA Document A151™ – 2019. Copyright © 2003, 2007, and 2019 by The American Institute of Architects. All rights reserved.

The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:12:22 ET on 10/27/2020 under Order No.9490799597 which expires on 01/14/2021, 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 copyright@aia.org.

User Notes: (1383017336)

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

Item Units and Limitations Price per Unit ($0.00)

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

(Identify each allowance.)

Item Price

§ 2.1.5 Liquidated damages, if any:

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

§ 2.1.6 Other:

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

§ 2.2 PaymentsThe Vendor shall complete the Work not later than the following date:

(Insert a calendar date. Unless stated elsewhere in the Contract Documents, insert any requirements for earlier completion of certain portions of the Work.)

Portion of Work Substantial Completion date

§ 2.2.1 The Owner shall make payments to the Vendor in conformance with the following payment terms:

(Insert payment terms, such as payment due dates, deposit requirements, and prompt payment discounts, if any.)

§ 2.2.2 When payment is due pursuant to the payment terms of Section 2.2.1, the Vendor shall submit to the Owner an itemized invoice, supported by data substantiating the Vendor’s right to payment.

§ 2.2.3 Except with the Owner’s knowledge and consent, the Vendor shall not engage in any activity, or offer any employment, interest, or contribution to the Owner’s employees or consultants, that would reasonably appear to compromise the Owner’s employees’ or consultants’ judgment with respect to this Project.

ARTICLE 3 TIME

§ 3.1 Contract Time § 3.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for completion of the Work. The Contract Time shall be measured from the date of commencement. The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined.

§ 3.1.2 Time limits stated in the Contract Documents are of the essence of the Contract. By executing this Agreement, the Vendor confirms that the Contract Time is a reasonable period for performing the Work.

§ 3.1.3 If the Vendor is delayed at any time in the commencement or progress of the Work by (1) changes ordered in the Work; (2) labor disputes, fire, unusual delay in deliveries, abnormal adverse weather conditions not reasonably anticipatable, unavoidable casualties, or any causes beyond the Vendor’s control; or (3) other causes that the Vendor asserts, and the Architect determines, justify delay, then the Contract Time shall be extended for such reasonable time as the Architect may determine, subject to the provisions of Article 14.

§ 3.1.4 If the Vendor fails to achieve completion of the Work as provided in this Article 3, liquidated damages, if any, shall be assessed as set forth in Section 2.1.5.

Additions and Deletions Report for AIA Document A151™ – 2019. Copyright © 2003, 2007, and 2019 by The American Institute of Architects. All rights reserved.

The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:12:22 ET on 10/27/2020 under Order No.9490799597 which expires on 01/14/2021, 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 copyright@aia.org.

User Notes: (1383017336)

§ 3.2 Date of Commencement 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.

§ 3.3 Completion § 3.3.1 Completion of the Work occurs upon acceptance of all FF&E in the Contract Documents in accordance with Article 8.

§ 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Vendor shall achieve completion of the entire Work:

(Check the appropriate box and complete the necessary information.)

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

[ ] By the following date:

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

ARTICLE 3 CONTRACT SUM

The Owner shall pay the Vendor the Contract Sum in current funds, including all applicable taxes, for the Vendor’s performance of the Contract. The Contract Sum shall be $ , subject to additions and deductions as provided in the Contract Documents.

ARTICLE 4 PAYMENTS

Portion of Work Completion Date

ARTICLE 4 OWNER

§ 4.1 The Owner’s RepresentativePAYMENT TERMS The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The Owner’s representative shall not be changed without ten days’ prior notice to the Vendor. The Owner identifies the following representative:

(Name, address, email address, and other information) make payments to the Vendor in conformance with the following payment terms:

In accordance with the General Conditions of the Contract, as modified by the Owner for the Project

§ 4.2 Information and Services Required of the OwnerPROGRESS PAYMENTS § 4.2.1 The Owner shall retain an architect lawfully licensed to practice architecture, or an entity lawfully practicing architecture, in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the

Additions and Deletions Report for AIA Document A151™ – 2019. Copyright © 2003, 2007, and 2019 by The American Institute of Architects. All rights reserved.

The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:12:22 ET on 10/27/2020 under Order No.9490799597 which expires on 01/14/2021, 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 copyright@aia.org.

User Notes: (1383017336)

Agreement and is referred to throughout the Contract Documents as if singular in number.Based upon applications for payment submitted to the Owner by the Vendor, the Owner shall make progress payments on account of the contract Sum to the Vendor as provided below and elsewhere in the Contract Documents.

§ 4.2.2 Unless otherwise provided in the Contract Documents, the Owner shall provide .1 areas of the Project premises that the Vendor may use to perform the Work;

.2 access to the Project premises for the Vendor at reasonable times;

.3 information regarding any restrictions on the use of, or access to, the Project premises;

.4 suitable space for receipt, inspection, acceptance, and staging of materials and FF&E;

.5 utilities and facilities on the Project premises and vertical transportation necessary for progress and execution of the Work; and .6 a secured premises for storage of FF&E until acceptance.Each application for payment shall be based on the payment terms as described in Section 4.1 and shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require.

§ 4.2.3 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall furnish any other information or services under the Owner’s control and relevant to the Vendor’s performance of the Work with reasonable promptness after receiving the Vendor’s written request for such information or services.

ARTICLE 5 VENDOR

ARTICLE 5 ENUMERATION OF CONTRACT DOCUMENTS

§ 5.1 The Vendor’s Representative The Vendor shall identify a representative authorized to act on behalf of the Vendor with respect to the Project. The Vendor’s representative shall not be changed without ten days’ prior notice to the Owner and Architect. The Vendor identifies the following representative:

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

The Contract Documents, except for Modifications issued after execution of this Agreement, include this Agreement and the following other documents listed in Sections 5.2 through 5.6

§ 5.2 The Vendor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents by activities or duties of the Architect in the Architect’s administration of the Contract.General Conditions are AIA Document A251™-2007, General Conditions of the Contract for Furniture, Furnishings and Equipment, as modified by the Owner of the Project.

§ 5.3 The Vendor shall coordinate its Work with the work provided by the Owner and the Owner’s other vendors, consultants, and contractors. The Vendor may communicate with the Owner’s other vendors, consultants, and contractors, for the purposes of completing the Work. The Vendor shall keep the Owner reasonably informed of any such communications. The Vendor shall be entitled to rely on the accuracy and completeness of work and information furnished by the Owner and the Owner’s other vendors, consultants, and contractors. The Vendor shall provide prompt written notice to the Owner if the Vendor becomes aware of any error, omission, or inconsistency in such work or information.Supplementary Conditions, other Conditions of the Contract and Specifications are dated , and are as follows:

(Either list the Specifications here or refer to an exhibit attached to this Agreement. If a project manual is not used, indicate here.)

BP

Section Title Pages

Additions and Deletions Report for AIA Document A151™ – 2019. Copyright © 2003, 2007, and 2019 by The American Institute of Architects. All rights reserved.

The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:12:22 ET on 10/27/2020 under Order No.9490799597 which expires on 01/14/2021, 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 copyright@aia.org.

User Notes: (1383017336)

§ 5.4 Review of Contract Documents and Inspection of Project Premises by VendorThe Drawings are enumerated as follows:

§ 5.4.1 Execution of the Contract by the Vendor is a representation that the Vendor has visited the Project premises, if required in the Contract Documents, and correlated personal observations with requirements of the Contract Documents.

§ 5.4.2 Before starting each portion of the Work, including placing orders for FF&E, the Vendor shall (1) carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 4.2; (2) visit and inspect the Project premises in order to gain an understanding of the conditions under which the Work is to be performed; (3) determine availability of facilities for access, delivery, transportation, and staging; (4) determine any restrictions imposed by the Owner and the Owner’s separate vendors and contractors; and (5) correlate observations with the requirements of the Contract Documents.

The Vendor shall promptly report to the Owner and Architect conditions observed that would impede the Vendor’s performance of the Work. The Vendor’s obligations to review the Contract Documents are for the purpose of facilitating delivery and installation by the Vendor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Vendor shall promptly report to the Architect any errors, inconsistencies, or omissions discovered by or made known to the Vendor as a request for information in such form as the Architect may require. It is recognized that the Vendor’s review is made in the Vendor’s capacity as a vendor and not as a licensed design professional, unless otherwise specifically provided for in the Contract Documents.

§ 5.4.3 The Vendor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Vendor shall promptly report to the Architect any nonconformity discovered by or made known to the Vendor as a request for information in such form as the Architect may require.

§ 5.4.4 If the Vendor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Vendor’s notices or requests for information pursuant to Sections 5.4.2 or 5.4.3, the Vendor shall submit Claims as provided in Article 14. If the Vendor fails to perform the obligations of Sections 5.4.2 or 5.4.3, the Vendor shall pay such costs and damages to the Owner, subject to Section 14.12, as would have been avoided if the Vendor had performed such obligations. If the Vendor performs those obligations, the Vendor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies, or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities.

§ 5.5 SupervisionAddenda, if any, are enumerated as follows:

(Either list the Addenda here or refer to an exhibit attached to this Agreement.)

§ 5.5.1 The Vendor shall supervise and direct the Work using the Vendor’s best skill and attention. The Vendor shall be solely responsible for and have control over the means, methods, techniques, sequences, and procedures of fabrication, shipment, delivery, and installation, and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters.

§ 5.5.2 The Vendor shall be responsible to the Owner for acts and omissions of the Vendor’s employees, sub-vendors, and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Vendor or any of its sub-vendors.

§ 5.5.3 The Vendor shall be responsible for inspection of portions of the Work already performed to determine that such portions are in proper condition for subsequent Work.

Additions and Deletions Report for AIA Document A151™ – 2019. Copyright © 2003, 2007, and 2019 by The American Institute of Architects. All rights reserved.

The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:12:22 ET on 10/27/2020 under Order No.9490799597 which expires on 01/14/2021, 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 copyright@aia.org.

User Notes: (1383017336)

§ 5.6 Labor and MaterialsOther Contract Documents are as follows:

(List only those portions of furniture, furnishings and equipment quotations or orders that are to be included in the Contract Documents.)

Request for Proposal dated Vendor Bid Proposal dated Post Bid Review dated

§ 5.6.1 Unless otherwise provided in the Contract Documents, the Vendor shall provide and pay for labor, materials, tools, installation equipment and machinery, delivery, and other facilities and services necessary for proper execution and completion of the Work whether temporary or permanent and whether or not incorporated or to be incorporated in the Work.

§ 5.6.2 The Vendor shall enforce strict discipline and good order among the Vendor’s employees and other persons carrying out the Work. The Vendor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them.

§ 5.6.3 The Vendor shall make no substitution or change in the Contract Documents unless done in accordance with a Modification, and after providing the Architect notice and a reasonable opportunity to evaluate the proposed substitution or change and consult with the Owner.

§ 5.7 Taxes The Vendor shall pay sales, consumer, use, and other similar taxes that are legally enacted when quotes are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect.

§ 5.8 Permits, Fees, Notices, and Compliance with Laws § 5.8.1 Unless otherwise provided in the Contract Documents, the Vendor shall secure and pay for permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded.

§ 5.8.2 The Vendor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. If the Vendor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Vendor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction.

§ 5.9 Allowances The Vendor shall include in the Contract Sum all allowances stated in the Contract Documents. The Owner shall select items under allowances with reasonable promptness. Allowance amounts shall include the costs to the Vendor of items delivered at the Project premises and all required taxes, less applicable trade discounts. Vendor’s costs for unloading and handling at the Project premises, labor, installation, overhead, profit, and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowance. Whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Modification. The amount of the Modification shall reflect the difference between actual costs and the allowances under Section 2.1.4.

§ 5.10 Vendor’s Schedules § 5.10.1 The Vendor, promptly after being awarded the Contract, shall submit for the Owner’s and Architect’s information a progress schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the progress of the Work and Project, shall be related to the entire Project, and shall provide for expeditious and practicable execution of the Work.

§ 5.10.2 The Vendor shall perform the Work in general accordance with the most recent schedule submitted to the Owner and Architect.

Additions and Deletions Report for AIA Document A151™ – 2019. Copyright © 2003, 2007, and 2019 by The American Institute of Architects. All rights reserved.

The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:12:22 ET on 10/27/2020 under Order No.9490799597 which expires on 01/14/2021, 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 copyright@aia.org.

User Notes: (1383017336)

§ 5.10.3 The Vendor’s progress schedule shall indicate dates for commencement and completion of phases of the Work within the Contract Time, including dates for order placement, fabrication, shipping, delivery, and installation.

The schedule shall indicate other critical dates, such as deadlines for approval of submittals of colors, finishes, and materials. The Vendor shall obtain and submit for the Owner’s and the Architect’s information written confirmation from sub-vendors of dates of fabrication and delivery.

§ 5.10.4 The Vendor shall cooperate with the Owner and Architect in coordinating the Vendor’s progress schedule with those of contractors and separate vendors and with the requirements of the Owner and Architect. The Vendor shall cooperate in determining mutually acceptable dates and times for delivery, installation, and inspection of the Work, and use of services and facilities provided to the Vendor, all to be confirmed in writing within a reasonable time in advance of such dates and times.

§ 5.11 Submittals § 5.11.1 The Vendor shall review for compliance with the Contract Documents and submit to the Architect shop drawings, product data, samples, and similar submittals required by the Contract Documents in coordination with the Vendor’s progress schedule and in such sequence as to allow the Architect reasonable time for review. By submitting shop drawings, product data, samples, and similar submittals, the Vendor represents to the Owner and Architect that the Vendor has (1) reviewed and approved them; (2) determined and verified materials, field measurements, and field installation criteria related thereto, or will do so; and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. The Work shall be in accordance with approved submittals. Shop drawings, product data, samples and similar submittals are not Contract Documents.

§ 5.11.2 The Vendor shall provide the Owner with available manufacturer’s warranty documents, product data, and material safety data sheets.

§ 5.12 Cleaning Up The Vendor shall keep the Project premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract. At completion of the Work, the Vendor shall remove waste materials, rubbish, the Vendor’s tools, construction equipment, machinery, and surplus material from and about the Project.

§ 5.13 Access to Work The Vendor shall provide the Owner and Architect with reasonable access to the Work in preparation and progress wherever located.

§ 5.14 Indemnification § 5.14.1 To the fullest extent permitted by law, the Vendor shall indemnify and hold harmless the Owner, Architect, Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Vendor, a sub-vendor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable,…