EXHIBIT 10.1
AIA DOCUMENT A107-1997
ABBREVIATED STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR FOR
CONSTRUCTION PROJECTS OF LIMITED SCOPE WHERE THE BASIS OF PAYMENT IS A
STIPULATED SUM
AGREEMENT made as of the Fourth day of March in the year Two Thousand
Three.
BETWEEN the Owner: Antigenics, 34 Commerce Way, Woburn, MA 01801.
Contractor: Sasso Contruction Co., Inc. 231 Andover Street, Wilmington,
MA 01887.
The Project is: Renovations at 3 Forbes Road Lexington, MA.
The Architect is: Cornerstone Architects, 10 Oakridge Circle,
Wilmington, MA 01887
The Owner and Contractor agree as follows.
[LOGO]
1997 EDITION'T Way
Q 1997 A I A 4D
AIA DOCUMENT A107-1997
ABBREVIATED OWNER
CONTRACTOR AGREEMENT
The American Institute of Architects
1735 New York Avenue, N.W. Washington, D.C. 20006-5292
- --------------------------------------------------------------------------------
Copyright 1936, 1951, 1958, 1961, 1963, 1966, 1974, 1978, 1987, (C) 1997 by The
American institute of Architects. Reproduction of the material herein or
substantial quotation of its provisions without written permission of the AIA
violates the copyrights laws of the United States and will subject the violator
to legal prosecution.
- Unlicensed photocopying violates U.S. copyright laws and will subject
the violator to legal prosecution
ARTICLE 1 THE WORK OF THIS CONTRACT
The Contractor shall fully execute the Work described
in the Contract Documents, except to the extent specifically
indicated in the Contract Documents to be the responsibility
of others.
ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
2.1 The date of commencement of the Work shall be the date of this
Agreement unless a 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.)
2.2 The Contract Time shall be measured from the date of commencement.
2.3 The Contractor shall achieve Substantial Completion of the entire Work
not later than August 15, 2003 days from the date of commencement, or as
follows:
(Insert number of calendar days, Alternatively, a calendar date may be used when
coordinated with the date of Commencement. Unless stated elsewhere in the
Contract Documents, insert any requirements for earlier Substantial Completion
of certain portion of the Work.)
,subject to adjustments of this Contract Time as provided in the Contract
Documents.
(Insert provisions, if any, for liquidated damages relating to failure to
complete on time or for bonus payments for early completion of the Work.)
ARTICLE 3 CONTRACT SUM
3.1 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
Fourteen Million Two Hundred Seventy Thousand Dollars (14,270,000.00), subject
to additions and deletions as provided in the Contract Documents.
3.2 The Contract Sum is based upon the following alternates, if any, which
are described in the Contract Documents and are hereby accepted by the owner:
(State the numbers or other identification of accepted alternates. If decisions
on other alternates are to be made by the Owner subsequent to the execution of
this Agreement, attach a schedule of such other alternates showing the amount
for each and the date when that amount expires.)
3.3 All savings, excluding savings directly related to any mutually agreed
extension of the substantial completion date, in the cost of the work (i.e. to
the extent that the actual cost of the work plus the Contractor's 6% fee is less
than the specified $14,270,000 Contract Sum) shall be shared between the Owner
and the Contractor with each of the Owner and the Contractor being paid 50% of
such savings. The Owner shall have the right to review the contractor's books
and records to confirm the amount (if any) of such savings. Such savings, if
any, shall be determined in connection with the final payment to the Contractor.
ARTICLE 4 PAYMENTS
4.1 PROGRESS PAYMENTS
4.1.1 Based upon Applications for Payment submitted to the Architect by the
Contractor and Certificates for Payment issued by the Architect, the Owner shall
make progress payments on account of the Contract Sum to the Contractor as
provided below and elsewhere in the Contract Documents. The period covered by
each Application for Payment shall be one calendar month ending on the last day
of the month, or as follows: THE PERIOD COVERED BY EACH APPLICATION FOR PAYMENT
SHALL BE ONE HALF CALENDAR MONTH ENDING ON THE 15TH AND THE LAST DAY OF EACH
MONTH.
4.1.2 Provided that an Application for Payment is received by the Architect
not later than the 15th and last day of a month, the Owner shall make payment to
day of a month, the Owner shall make payment to the Contractor not later than
the 15 days after. If an Application for Payment is received by the Architect
after the date fixed above, payment shall be made by the Owner not later than 15
days after the Architect receives the application for Payment.
THERE SHALL BE NO RETAINAGE WITHHELD.
4.1.3 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 the time at the place where the Project is located.
(insert rate of interest agreed upon, if any)
(USURY LAWS AND REQUIREMENTS UNDER THE FEDERAL TRUTH IN LENDING ACT, SIMILAR
STATE AND LOCAL CONSUMER CREDIT LAWS AND OTHER REGULATIONS AT THE OWNER'S AND
CONTRACTOR'S PRINCIPAL PLACES OF BUSINESS, THE LOCATION OF THE PROJECT AND
ELSEWHERE MAY AFFECT THE VALIDITY OF THIS PROVISION. LEGAL ADVICE SHOULD BE
OBTAINED WITH RESPECT TO DELETIONS OR MODIFICATIONS, AND ALSO REGARDING
REQUIREMENTS SUCH AS WRITTEN DISCLOSURES OR WAIVERS.)
4.2 FINAL PAYMENT
4.2.1 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
Paragraph 17.2, and to satisfy other requirements, if any,
which extend beyond final payment; and
2. a final Certificate for Payment has been issued by the
Architect.
4.2.2 The Owner's final payment to the Contractor shall be made no later than
30 days after the issuance of the Architect's final Certificate for Payment, or
as follows:
ARTICLE 5 ENUMERATION OF CONTRACT DOCUMENTS
5.1 The Contract Documents are listed in Article 6 and, except for
Modifications issued after execution of this Agreement, are enumerated as
follows:
5.1.1 The Agreement is this executed 1997 edition of the Abbreviated Standard
Form of Agreement Between Owner and Contractor, AIA Document A107-1997.
5.1.4 The Drawings are as follows, and are dated various unless a different
date is shown below:
(Either list the Drawings here or refer to an exhibit attached to this
Agreement.)
Number Title Pages
SEE ATTACHED EXHIBIT A
5.1.5 The Addenda, if any, are as follows:
Number Date Pages
SEE ATTACHED EXHIBIT B
Portions of Addenda relating to bidding requirements are not part of the
Contract Documents unless the bidding requirements are also enumerated in this
Article 5.
5.1.6 Other documents, if any, forming part of the Contract Documents are as
follows:
(List any additional documents which are intended to form part of the Contract
Documents)
GENERAL CONDITIONS
ARTICLE 6 GENERAL PROVISIONS
6.1 THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement with Conditions of the Contract
(General, Supplementary and other Conditions), Drawings, Specifications, Addenda
issued prior to the execution of this Agreement, other documents listed in this
Agreement and Modifications issued after execution of this Agreement. A
Modification is (1) a written amendment to the Contract signed by both parties,
(2) a Change Order. (3) a Construction Change Directive Or (4) a Written order
for a minor change in the Work issued by the Architect, The intent of the
Contract Documents is to include all items necessary for the proper execution
and completion of the Work by the Contractor. The Contract Documents are
complementary, and what is required by one shall be as binding as if required by
all; performance by the Contractor shall be required to the extent consistent
with the Contract Documents and reasonably inferable from them as being
necessary to produce the indicated results.
6.2 THE CONTRACT
The Contract Documents form the Contract for Construction. The Contract
represents the entire and integrated agreement between the parties hereto and
supersedes prior negotiations, representations or agreements, either written or
oral. The Contract may be amended or modified only by a Modification. The
Contract Documents shall not be construed to create a contractual relationship
of any kind (1) between the Architect and Contractor, (2) between the Owner and
a Subcontractor or sub-subcontractor, (3) between the Owner and the Architect or
(4) between any persons or entities other than the Owner and Contractor.
6.3 THE WORK
The term "Work" means the construction and services required by the Contract
Documents, whether completed or partially completed, and includes all other
labor, materials, equipment and services provided or to be provided by the
Contractor to fulfill the Contractor's obligations. The Work may constitute the
whole or a part of the Project.
6.4 EXECUTION OF THE CONTRACT
Execution of the Contract by the Contractor is a representation that the
Contractor has visited the site, become generally familiar with local conditions
under which the Work is to be performed and correlated personal observations
with requirements of the Contract Documents.
6.5 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER
INSTRUMENTS OF SERVICE
The Drawings, Specifications and other documents, including those in electronic
form, prepared by the Architect and the Architect's consultants are Instruments
of Service through which the Work to be executed by the Contractor is described.
The Contractor may retain one record set, Neither the Contractor nor any
Subcontractor, sub-subcontractor or material or equipment supplier shall own or
claim a copyright in the Drawings, Specifications and other documents prepared
by the Architect or the Architect's consultants, and unless otherwise indicated
the Architect and the Architect's consultants shall be deemed the authors of
them and will retain all common law, statutory and other reserved rights, in
addition to the copyrights. All copies of them, except the Contractor's record
set, shall be returned or suitably accounted for to the Architect, on request,
upon completion of the Work. The Drawings, Specifications and other documents
prepared by the Architect and the Architect's consultants, and copies thereof
furnished to the Contractor are for use solely with respect to this Project.
They are not to be used by the Contractor or any Subcontractor,
sub-subcontractor or material or equipment supplier on other projects or for
additions to this Project outside the scope of the Work without the specific
written consent of the Owner, Architect and the Architect's consultants. The
Contractor, Subcontractors, sub-contractors and material or equipment suppliers
are authorized to use and reproduce applicable portions of the Drawings,
Specifications and other documents prepared by the Architect and the Architect's
consultants appropriate to and for use in the execution of their Work under the
Contract Documents. All copies made under this authorization shall bear the
statutory copyright notice, if any, shown on the Drawings, Specifications and
other documents prepared by the Architect and the Architect's consultants.
Submittal or distribution to meet official regulatory requirements or for other
purposes in connection with this Project is not to be construed as publication
in derogation of the Architect's consultant's copyrights or other reserved
rights.
ARTICLE 7 OWNER
7.1 INFORMATION AND SERVICES REOUIRED OF THE OWNER
7.1.1 The Owner shall furnish and pay for surveys and a legal description of
the site.
7-1.2 The Contractor shall be entitled to rely on the accuracy of information
furnished by the Owner but shall exercise proper precautions relating to the
safe performance of the Work.
7.1.3 Except for permits and fees which are the responsibility of the
Contractor under the Contract Documents, the Owner shall secure and pay for
other necessary approvals, easements, assessments and charges required for the
construction, use or occupancy of permanent structures or permanent changes in
existing facilities.
7.2 OWNER'S RIGHT TO STOP THE WORK
If the Contractor fails to correct Work which is not in accordance with the
requirements of the Contract Documents, or persistently fails to carry out the
Work in accordance with the Contract Documents, the Owner may issue a written
order to the Contractor to stop the Work, or any portion thereof, until the
cause for such order is eliminated; however, the right of the Owner to stop the
Work shall not give rise to a duty on the part of the Owner to exercise this
right for the benefit of the Contractor or any other person or entity.
7.3 OWNER'S RIGHT TO CARRY OUT THE WORK
If the Contractor defaults or persistently fails or neglects to carry out the
Work in accordance with the Contract Documents, or fails to perform a provision
of the Contract, the Owner, after 10 days' written notice to the Contractor and
without prejudice to any other remedy the Owner may have, may make good such
deficiencies and may deduct the reasonable cost thereof, including Owner's
expenses and compensation for the Architect's services made necessary thereby,
from the payment then or thereafter due the Contractor.
ARTICLE 8 CONTRACT0R
8.1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR
8.1.1 Since the Contract Documents are complementary, before starting each
portion of the Work, the Contractor shall carefully study and compare the
various Drawings and other Contract Documents relative to that portion of the
Work, as well as the information furnished by the Owner pursuant to Subparagraph
7.1.1, shall take field measurements of any existing conditions related to that
portion of the Work and shall observe any conditions at the site affecting it.
These obligations are for the purpose of facilitating construction by the
Contractor and are not for the purpose of discovering errors, omissions or
inconsistencies in the Contract Documents; however, any errors, omissions or
inconsistencies discovered by the Contractor shall be reported promptly to the
Architect as a request for information in such form as the Architect may
require.
8.1.2 Any design errors or omissions noted by the Contractor during this
review shall be reported promptly to the Architect, but it is recognized that
the Contractor's review is made in the Contractor's capacity as a contractor and
not as a licensed design professional unless otherwise specifically provided in
the Contract Documents.
8.2 SUPERVISION AND CONSTRUCTION PROCEDURES
8.2.1 The Contractor shall supervise and direct the Work, using the
Contractor's best skill and attention. The Contractor shall be solely
responsible for and have control over construction means, methods, techniques,
sequences and procedures, and for coordinating all portions of the Work under
the Contract, unless the Contract Documents give other specific instructions
concerning these matters. If the Contract Documents give specific instructions
concerning construction means, methods, techniques, sequences or procedures, the
Contractor shall fully and solely responsible for the jobsite safety thereof
unless the Contractor gives timely written notice to the Owner and Architect
that such means, methods, techniques, sequences or procedures may not be safe.
8.2.2 The Contractor shall be responsible to the Owner for acts and omissions
of the Contractor's employees, Subcontractors and their agents and employees,
and other persons or entities performing portions of the Work for or on behalf
of the Contractor or any of its Subcontractors.
8.3 LABOR AND MATERIALS
8.3.1 Unless otherwise provided in the Contract Documents, the Contractor
shall provide and pay for labor, materials, equipment, tools, construction
equipment and machinery, water, heat, utilities, transportation, and other
facilities and services necessary for proper execution and completion of the
Work whether temporary or permanent and whether or not incorporated or to be
incorporated in the Work.
8.3.2 The Contractor shall enforce strict discipline and good order among the
Contractor's employees and other persons carrying out the Contract. The
Contractor shall not permit employment of unfit persons or persons not skilled
in tasks assigned to them.
8.3.3 The Contractor shall deliver, handle, store and install materials in
accordance with manufacturers' instructions.
8.3.4 WARRANTY
The Contractor warrants to the Owner and Architect that materials and equipment
furnished under the Contract will be of good quality and new unless otherwise
required or permitted by the Contract Documents, that the Work will be free from
defects not inherent in the quality required or permitted, and that the Work
will conform with the requirements of the Contract Documents. Work not
conforming to these requirements, including substitutions not properly approved
and authorized, may be considered defective. The Contractor's warranty excludes
remedy for damage or defect caused by abuse, modifications not executed by the
Contractor, improper or insufficient maintenance, improper operation or normal
wear and tear and normal usage.
8.5 TAXES
The Contractor shall pay sales, consumer, use and other similar taxes which are
legally enacted when bids are received or negotiations concluded.
8.6 PERMITS, FEES AND NOTICES
8.6.1 Unless otherwise provided in the Contract Documents, the Contractor
shall secure and pay for the building permit and other permits and governmental
fees, licenses and inspections necessary for proper execution and completion of
the Work.
8.6.2 The Contractor shall comply with and give notices required by laws,
ordinances, rules, regulations and lawful orders of public authorities
applicable to performance of the Work. The Contractor shall promptly notify the
Architect and Owner if the Drawings and Specifications are observed by the
Contractor to be at variance therewith. If the Contractor performs Work knowing
it to be contrary to laws, statutes, ordinances, building codes, and rules and
regulations without such notice to the Architect and Owner, the Contractor shall
assume appropriate responsibility for such Work and shall bear the costs
attributable to correction.
8.7 SUBMITTALS
8.7.1 The Contractor shall review for compliance with the Contract Documents,
approve in writing and submit to the Architect Shop Drawings, Product Data,
Samples and similar submittals required by the Contract Documents with
reasonable promptness. The Work shall be in accordance with approved submittals.
8.7.2 Shop Drawings, Product Data, Samples and similar submittals are not
Contract Documents.
8.8 USE OF SITE
The Contractor shall confine operations at the site to areas permitted by law,
ordinances, permits and the Contract Documents and shall not unreasonably
encumber the site with materials or equipment.
8.9 CUTTING AND PATCHING
The Contractor shall be responsible for cutting, fitting or patching required to
complete the Work or to make its parts fit together properly.
8.10 CLEANING UP
The Contractor shall keep the premises and surrounding area free from
accumulation of waste materials or rubbish caused by operations under the
Contract. At completion of the Work, the Contractor shall remove from and about
the Project waste materials, rubbish, the Contractor's tools, construction
equipment, machinery and surplus material.
8.11 ROYALTIES, PATENTS AND COPYRIGHTS
The Contractor shall pay all royalties and license, fees; shall defend suits or
claims for infringement of copyrights and patent rights and shall hold the Owner
and Architect harmless from loss on account thereof, but shall not be
responsible for such defense or loss when a particular design, process or
product of a particular manufacturer or manufacturers is required by the
Contract Documents, or where the copyright violations are contained in Drawings,
Specifications or other documents prepared by the Owner or Architect, unless the
Contractor has reason to believe that there is an infringement of patent or
copyright and fails to promptly furnish such information to the Architect.
8.12 ACCESS TO WORK
The Contractor shall provide the Owner and Architect access to the Work in
preparation and progress wherever located.
8.3 INDEMNIFICATION
8.13.1 To the fullest extent permitted by law and to the extent claims,
damages, losses or expenses are not covered by Project Management Protective
Liability insurance purchased by the Contractor in accordance with Paragraph
16.3, the Contractor shall indemnify and hold harmless the Owner, Architect,
Architect's consultants and agents and employees of any of them from and against
claims, damages, losses and expenses, including but not limited to attorney's
fees, arising out of or resulting from performance of the Work, provided that
such claim, damage, less or expense is attributable to bodily injury, sickness,
disease or death, or to injury to or destruction of tangible property (other
than the Work itself), but only to the extent caused by the negligent; acts or
omissions of the Contractor, a Subcontractor, anyone directly or indirectly
employed by them or anyone for whose acts they may be liable, regardless of
whether or not such claim, damage, loss or expense is caused in part by a party
indemnified hereunder. Such obligation shall not be construed to negate,
abridge, or reduce other rights or obligations of indemnity which would
otherwise exist as to a party or person described in this Paragraph 8.13.
8.13.2 In claims against any person or entity indemnified under this Paragraph
8.13 by an employee of the Contractor, a Subcontractor, anyone directly or
indirectly employed by them or anyone for whose acts they may be liable, the
indemnification obligation under Subparagraph 8.13.1 shall not be limited by a
limitation on amount or type of damages, compensation or benefits payable by or
for the Contractor or Subcontractor under workers' compensation acts, disability
benefit acts or other employee benefit acts.
ARTICLE 9 ARCHITECT'S ADMINISTRATION OF THE CONTRACT
9.1 The Architect will provide administration of the Contract and will be
an Owner's representative (1) during construction, (2) until final payment is
due and (3) with the Owner's concurrence, from time to time during the one-year
period for correction of Work described in Paragraph 17.2
9.2 The Architect, as a representative of the Owner, will visit the site at
intervals appropriate to the state of the Contractor's operations (1) to become
generally familiar with and to keep the Owner informed about the progress and
quality of the portion of the Work completed, (2) to endeavor to guard the Owner
against defects and deficiencies in the Work, and (3) to determine in general if
the Work is being performed in a manner indicating that the Work, when fully
completed, will be accordance with the Contract Documents. However, the
Architect will not be required to make exhaustive or continuous on-site
inspections to check the quality or quantity of the Work. The Architect will
neither have control over or charge of, nor be responsible for, the construction
means, methods, techniques, sequences or procedures, or for safety precautions
and programs in connection with the Work, since these are solely the
Contractor's rights and responsibilities under the Contract Documents, except as
provided in Subparagraph 8.1.1
9.3 The Architect will not be responsible for the Contractor's failure to
perform the Work in accordance with the requirements of the Contract Documents.
The Architect will not have control over or charge of and will not be
responsible for acts or omissions of the Contractor, Subcontractors, or their
agents or employees, or any other persons or entities performing portions of the
Work.
9.4 Based on the Architect's evaluations of the Work and of the
Contractor's Applications for Payment, the Architect will review and certify the
amounts due the Contractor and will issue Certificates for Payment in such
amounts.
9.5 The Architect will have authority to reject Work that does not conform
to the Contract Documents.
9.6 The Architect will review and approve or take other appropriate action
upon the Contractor's submittals such as Shop Drawings, Product Data and
Samples, but only for the limited purpose of checking for conformance with
information given and the design concept expressed in the Contract Documents.
9.7 The Architect will interpret and decide matters concerning performance
under, and requirements of, the Contract Documents on written request of either
the Owner or Contractor. The Architect will make initial decisions on all
claims, disputes and other matters in question between the Owner and Contractor
but will not be liable for results of any interpretations or decisions so
rendered in good faith.
9.8 The Architect's decisions on matters relating to aesthetic effect will
be final if consistent with the intent expressed in the Contract Documents.
9.9 Duties, responsibilities and limitations of authority of the Architect
as set forth in the Contract Documents shall not be restricted, modified or
extended without consent of the Owner, Contractor and Architect. Consent shall
not be unreasonably withheld.
9.10 CLAIMS AND DISPUTES
9.10.1 Claims disputes and other matters in question arising out of or
relating to this Contract, including those alleging an error or omission by the
Architect but excluding those arising under Paragraph 15-2, shall be referred
initially to the Architect for decision. Such matters, except those relating to
aesthetic effect and except those waived as provided for in Paragraph 9.11 and
Subparagraphs 14.5.5.4 and 14.5.4, shall, after initial decision by the
Architect or 30 days after submission of the matter to the Architect, be subject
to mediation as a condition precedent to arbitration or the institution of legal
or equitable proceedings by either party.
9.10.2 If a claim, dispute or other matter in question relates to or is the
subject of a mechanic's lien, the party asserting such matter may proceed in
accordance with applicable law to comply with the lien notice or filing
deadlines prior to resolution of the matter by Architect, by mediation or by
arbitration.
9.10.3 The parties shall endeavor to resolve their disputes by mediation
which, unless the parties mutually agree otherwise, shall be in accordance with
the Construction Industry Mediation Rules of the American Arbitration
Association currently in effect. Request for mediation shall be filed in writing
with the other party to this Agreement and with the American Arbitration
Association. The request may he 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.
9.10.4 Claims, disputes and other matters in question arising out of or
relating to the Contract that are not resolved by mediation, except matters
relating to aesthetic effect and except those waived as provided for in
Paragraph 9.11 and Subparagraphs 14.5.3 and 14.5.4, shall be decided by
arbitration which, unless the parties mutually agree otherwise, shall be
accordance with the Construction Industry Arbitration Association and shall be
made within a reasonable time after the dispute has arisen. 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
thereof. Except by written consent of the person or entity sought to be joined,
no arbitration arising out of or relating to the Contract Documents shall
include, by consolidation, joinder or in any other manner, any person or entity
not a party to the Agreement 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 or any of the Architect's employees or consultants. The
agreement herein among the parties to the Agreement and any other written
agreement to arbitrate referred to herein shall be specifically enforceable law
in any court having jurisdiction thereof.
9.11 CLAIMS FOR CONSEQUENTIAL DAMAGES
The Contractor and Owner waive claims against each other for consequential
damages arising out of or relating to this Contract. This mutual waiver
includes:
.1 damages incurred by the Owner for rental expenses, for losses
of use, income, profit, financing, business and reputation,
and for loss of management or employee productivity or of the
services of such persons; and
.2 damages incurred by the Contractor for principal office
expenses including the compensation of personnel stationed
there, for losses of financing, business and reputation, and
for loss of profit except anticipated profit arising directly
from the Work.
This mutual waiver is applicable, without limitation, to all consequential
damages due to either party's termination in accordance with Article 19. Nothing
contained in the Paragraph 9.11 shall be deemed to preclude an award of
liquidated direct damages, when applicable, in accordance with the requirements
of the Contract Documents.
ARTICLE 10 SUBCONTRACTORS
10-1 A Subcontractor is a person or entity who has a direct contract with
the Contractor to perform a portion of the Work at the site.
10-2 Unless otherwise slated in the Contract Documents or the bidding
requirements, the Contractor, as soon as practicable after award of the
Contract, shall furnish in writing to the Owner through the Architect the names
of the Subcontractors for each of the principal portions of the Work. The
Contractor shall not contract with any Subcontractor to whom the Owner or
Architect has made reasonably capable of performing the Work, the Contract Sum
and Contract Time shall be increased or decreased by the difference, if any,
occasioned by such change, and an appropriate Change Order shall be issued
before commencement of the substitute Subcontractor's Work. The Contractor shall
not be required to contract with anyone to whom the Contractor has made
reasonable objection.
10.3 Contracts between the Contractor and Subcontractors shall (1) require
each Subcontractor, to the extent of the Work to be performed by the
Subcontractor, to be bound to the Contractor by the terms of the Contract
Documents, and to assume toward the Contractor all the obligations and
responsibilities, including the responsibility for safety of the Subcontractor's
Work, which the Contractor, by the Contract Documents, assumes toward the Owner
and Architect, and (2) allow the Subcontractor the benefit of all rights,
remedies and redress afforded to the Contractor by these Contract Documents.
ARTICLE 11 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE
CONTRACTS
11.1 The Owner reserve the right to perform construction or operations
related to the Project with the Owner's own forces, and to award separate
contracts in connection with other portions
of the Project or other construction or operations on the site under conditions
of the contract identical or substantially similar to these, including those
portions related to insurance and waiver of subrogation. If the Contractor
claims that delay or additional cost is involved because of such action by the
Owner, the Contractor shall make such claim as provided in Paragraph 9.10.
11.2 The Contractor shall afford the Owner and separate contractors
reasonable opportunity for introduction and storage of their materials and
equipment and performance of their activities, and shall connect and coordinate
the Contractor's activities with theirs as required by the Contract Documents.
11-3 The Owner shall be reimbursed by the Contractor for costs incurred by
the Owner which are payable to a separate contractor because of delays,
improperly timed activities or defective construction of the Contractor, The
Owner shall be responsible to the Contractor for costs incurred by the
Contractor because of delays, improperly timed activities, damage to the Work or
defective construction of a separate contractor.
ARTICLE 12 CHANGES IN THE WORK
12.1 The Owner, without invalidating the Contract, may order changes in the
Work within the general scope of the Contract consisting of additions, deletions
or other revisions, the Contract Sum and Contract Time being adjusted
accordingly. Such changes in the Work shall be authorized by written Change
Order signed by the Owner, Contractor and Architect, or by written Construction
Change Directive signed by the Owner and Architect.
12.2 The cost or credit to the Owner from a change in the Work, shall be
determined by mutual agreement of the parties or, in the case of a Construction
Change Directive, by the Contractor's cost of labor, material, equipment, and
reasonable overhead and profit.
12.3 The Architect will have authority to order minor changes in the Work
not involving adjustment in the Contract Sum or extension of the Contract Time
and not inconsistent with the intent of the Contract Documents, Such changes
shall be effected by written order and shall be binding on the Owner and
Contractor. The Contractor shall carry out such written orders promptly
12.4 If concealed or unknown physical conditions are encountered at the site
that differ materially from those indicated in the Contract Documents or from
those conditions ordinarily found to exist, the Contract Sum and Contract Time
shall be equitably adjusted.
ARTICLE 13 TIME
13.1 Time limits stated in the Contract Documents are of the essence of the
Contract. By executing the Agreement the Contractor confirms that the Contract
Time is a reasonable period for performing the Work.
13.2 The date of Substantial Completion is the date certified by the
Architect in accordance with Subparagraph 14.4.2.
13.3 If the Contractor is delayed at any time in the commencement or
progress of the Work by changes in the Work, by labor disputes, fire, unusual
delay in deliveries, abnormal adverse weather conditions not reasonably
anticipatable, unavoidable casualties or any causes beyond the Contractor's
control, or by other causes which the Architect determines may justify delay,
then the Contract Time shall be extended by Change Order for such reasonable
time as the Architect may determine, subject to the provisions of Paragraph
9.10.
ARTICLE 14 PAYMENTS AND COMPLETION
14.1 APPLICATIONS FOR PAYMENT
14.1.1 Payments shall be made as provided in Article 4 of this agreement.
Applications for Payment shall be in a form satisfactory to the Architect.
14.1.2 The Contractor warrants that title to all work covered by an
Application for Payment will pass to the Owner no later than the time of
payment. The Contractor further warrants that upon submittal of an Application
for Payment all Work for which Certificates for Payment have been previously
issued and payments received from the Owner shall, to the best of the
Contractor's knowledge, information and belief, be free and clear of liens,
claims, security interests or other encumbrances adverse to the Owner's
interests.
14.2 CERTIFICATES FOR PAYMENT
14.2.1 The Architect will, within seven days after receipt of the Contractor's
Application for Payment, either issue to the Owner a Certificate for Payment,
with a copy to the Contractor for such amount as the Architect determines is
properly due, or notify the Contractor and Owner in writing of the Architect's
reasons for withholding certification in whole or in part as provided in
Subparagraph 14.2.3.
14.2.2 The issuance of a Certificate for Payment will constitute a
representation by the Architect to the Owner, based on the Architect's
evaluations of the Work and the data comprising the Application for Payment,
that the Work has progressed to the point indicated and that, to the best of the
Architect's knowledge, information and belief, the quality of the Work is in
accordance with the Contract Documents. The forgoing representations are subject
to an evaluation of the Work for conformance with the Contract Documents upon
Substantial Completion, to results of subsequent tests and inspections, to
correction of minor deviations from the Contract Documents prior to completion
and to specific qualifications expressed by the Architect. The issuance of a
Certificate for Payment will further constitute a representation that the
Contractor is entitled to payment in the amount certified. However, the issuance
of a Certificate for Payment will not be a representation that the Architect has
(1) made exhaustive or continuous on-site inspections to check the quality or
quantity of the Work, (2) reviewed construction means, methods, techniques,
sequences or procedures, (3) reviewed copies of requisitions received from
Subcontractors and materials suppliers and other data requested by the Owner to
substantiate the Contractor's right to payment, or (4) made examination to
ascertain how or for what purpose the Contractor has used money previously paid
on account of the Contract Sum.
14.2.3 The Architect may withhold a Certificate for Payment in whole or in
part, to the extent reasonably necessary to protect the Owner, if in the
Architect's opinion the representations to the Owner required by Subparagraph
14.2.2 cannot be made. If the Architect, is unable to certify payment in the
amount of the Application, the Architect will notify the Contractor and Owner as
provided in Subparagraph 14,2,1. The Architect may also withhold a Certificate
for Payment or, because of subsequently discovered evidence, may nullify the
whole or a part of a Certificate for Payment previously issued, to Such extent
as may be necessary in the Architect's opinion to protect the Owner from loss
for which the Contractor is responsible, including loss resulting from acts and
omissions described in Subparagraph 8.2.2, because of:
.1 defective Work not remedied;
.2 third party claims filed or reasonable evidence indicating probable
filing of such claims unless security acceptable to the Owner is
provided by the Contractor.
.3 failure of the Contractor to make payments properly to Subcontractors
or for labor, materials or equipment;
.4 reasonable evidence that the Work cannot be completed for the unpaid
balance of the Contract Sum;
.5 damage to the Owner or another contractor;
.6 reasonable evidence that Work will not be completed
within the Contract Time that the unpaid balance would not be adequate
to cover actual or liquidated damages for the anticipated delay; or
.7 persistent failure to carry out the Work in
accordance with the Contract Documents. 14.2.4 When the above reasons
for withholding certification are removed, certification will be made
for amounts previously withheld.
14.3 PAYMENTS TO THE CONTRACTOR
14.3.1 The Contractor shall promptly pay each Subcontractor, upon receipt of
payment from the Owner, out of the amount paid to the Contractor on account of
such Subcontractor's portion of the Work, the amount to which said Subcontractor
is entitled, reflecting percentages actually retained from payments to the
Contractor on account of such Subcontractor's portion of the Work. The
Contractor shall, by appropriate agreement with each Subcontractor, require each
Subcontractor to make payments to sub-subcontractors in similar manner.
14.3.2 Neither the Owner nor Architect shall have an obligation to pay or see
to the payment of money, to a Subcontractor except as may otherwise be required
by law.
14.3.3 A Certificate for Payment, a progress payment, or partial or entire use
occupancy of the Project by the Owner shall not constitute acceptance of Work
not in accordance with the Contract Documents.
14.4 SUBSTANTIAL COMPLETION
14.4.1 Substantial Completion is the stage in the progress of the Work when
the Work or designated portion thereof is sufficiently complete in accordance
with the Contract Documents so that the Owner can occupy or utilize the Work for
its intended use.
14.5 FINAL COMPLETION AND FINAL PAYMENT
14.5.1 Upon receipt of written notice that the Work is ready for final
inspection and acceptance and upon receipt of a final Application for Payment,
the Architect will promptly make such inspection and, when the Architect finds
the Work acceptable under the Contract Documents and the Contract fully
performed, the Architect will promptly issue a final Certificate for Payment
stating that to the best of the Architect's knowledge, information and belief,
and on the basis of the Architect's on-site visits and inspections, the Work has
been completed in accordance with terms and conditions of the Contract Documents
and that the entire balance found to be due the Contractor and noted in the
final Certificate is due and payable. The Architect's final Certificate of
Payment will constitute a further representation that conditions stated in
Subparagraph 14.5.2 as precedent to the Contractor's being entitled to final
payment have been fulfilled.
14.5.2 Final payment shall not become due until the Contractor has delivered
to the Owner a complete release of all liens arising out of Contract or receipt
in full covering all labor,
materials and equipment for which a lien could be filed, or a bond satisfactory
to the Owner to indemnify the Owner against such lien. If such lien remains
unsatisfied after payments are made, the Contractor shall refund to the Owner
all money that the Owner may be compelled to pay in discharging such lien,
including costs and reasonable attorneys' fees.
14.5.3 The making of final payment shall constitute a waiver of claims by the
Owner except those arising from:
.1 liens, claims, security interests or encumbrances arising out of the
Contract and unsettled;
.2 failure of the Work to comply with the requirements of the Contract
Documents; or
.3 terms of special warranties required by the Contract Documents.
14.5.4 Acceptance of final payment by the Contractor, a Subcontractor or
material supplier shall constitute a waiver of claims by that payee except those
previously made in writing and identified by that payee as unsettled at the time
of final Application for Payment.
ARTICLE 15 PROTECTION OF PERSONS AND PROPERTY
15.1 SAFETY PRECAUTIONS AND PROGRAMS
The Contractor shall be responsible for initiating, maintaining and supervising
all, safety precautions and programs in connection with the performance of the
Contract. The Contractor shall take reasonable precautions for safety of, and
shall provide reasonable protection to prevent damage, injury or loss to:
.1 employees on the Work and other persons who may be affected thereby,
.2 the Work and materials and equipment to be incorporated therein, and
.3 other property at the site or adjacent thereto.
The Contractor shall give notices and comply with applicable laws, ordinances,
rules, regulations and lawful orders of public authorities bearing on safety of
persons and property and their protection from damage, injury or loss. The
Contractor shall promptly remedy damage and loss to property caused in whole or
in part by the Contractor, a Subcontractor, a sub-subcontractor, anyone directly
or indirectly employed by any of them, or by anyone for whose acts they may be
liable and for which the Contractor is responsible under Subparagraphs 15.1.2
and 15.1.3, except for damage or loss attributable to acts or omissions of the
Owner or Architect or by anyone for whose acts either of them may be liable, and
not attributable to the fault or negligence of the Contractor. The foregoing
obligations of the Contractor are in addition to the Contractor's obligations
under Paragraph 8.13.
15.2 HAZARDOUS MATERIALS
15.2.1 If reasonable precautions will be inadequate to prevent foreseeable
bodily injury or death to persons resulting from a material or substance,
including but not limited to asbestos or polychlorinated biphenyl (PCB),
encountered on the site by the Contractor, the Contractor shall, upon
recognizing the condition, immediately stop Work in the affected area and report
the condition to the Owner and Architect in writing. When the material or
substance has been rendered harmless, Work in the affected area shall resume
upon written agreement of the Owner and Contractor. The Contract Time shall be
extended appropriately and the Contract Sum shall be increased in the amount of
the Contractor's reasonable additional costs of shutdown, delay and start-up,
which adjustments shall be accomplished as provided in Article 17 of this
Agreement.
15.2.2 To the fullest extent permitted by law, the Owner shall indemnify and
hold harmless the Contractor, Subcontractors, Architect, Architect's consultants
and agents and employees of any of them from and against claims, damages,
losses and expenses, including but not limited to attorneys' fees, arising out
of or resulting from performance of the Work in the affected area if in fact the
material or substance presents the risk of bodily injury or death as described
in
Subparagraph 15.2.1 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), and provided that such damage,
loss or expense is not due to the sole negligence of a party seeking
indemnity.
15.2.3 If, without negligence on the part of the Contractor, the Contractor is
held liable for the cost of remediation of a hazardous material or substance
solely by reason of performing Work as required by the Contract Documents, the
Owner shall indemnify the Contractor for all cost and expense thereby incurred.
2 ARTICLE 16 INSURANCE
16.1 The Contractor shall purchase from and maintain in a company or
companies lawfully authorized to do business in the jurisdiction in which the
Project is located insurance for protection from claims under workers'
compensation acts and other employee benefit acts which are applicable, claims
for damages because of bodily injury, including death, and claims for damages,
other than to the Work itself, to property which may arise out of or result from
the Contractor's operations under the Contract, whether such operations be by
the Contractor or by a Subcontractor or anyone directly or indirectly employed
by any of them. This insurance shall be written for not less than limits of
liability specified in the Contract Documents or required by law, whichever
coverage is greater, and shall include contractual liability insurance,
applicable to the Contractor's obligations. Certificates of Insurance acceptable
to the Owner shall be filed with the Owner prior to commencement of the Work.
Each policy shall contain a provision that the policy will not be canceled or
allowed to expire until at least 30 days' prior written notice has been given to
the Owner.
16.2 OWNER'S LIABILITY INSURANCE
The Owner shall be responsible for purchasing and maintaining the Owner's usual
liability insurance.
16.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE
16.3.1 Optionally: the Owner may require the Contractor to purchase and
maintain Project Management Protective Liability insurance from the Contractor's
usual sources as primary coverage for the Owner's, Contractor's and Architect's
vicarious liability for construction operations under the Contract. Unless
otherwise required by the Contract Documents, the Owner shall reimburse the
Contractor by increasing the Contract Sum to pay the cost of purchasing and
maintaining such optional insurance coverage, and the Contractor shall not be
responsible for purchasing any other liability insurance on behalf of the Owner.
The minimum limits of liability, purchased with such coverage shall be equal to
the aggregate of the limits required for Contractor's Liability insurance under
Paragraph 16.1.
16.3.2 To the extent damages are covered by Project Management Protective
Liability insurance, the Owner, Contractor and Architect waive all rights
against each other for damages, except such rights as they may have to the
proceeds of such insurance. The policy shall provide for such waivers of
subrogation by endorsement or otherwise.
16.3.3 The Owner shall not require the Contractor to include the Owner,
Architect or other persons or entities as additional insureds on the
Contractor's Liability insurance under Paragraph 16.1.
16.4 PROPERTY INSURANCE
16.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a
company or companies lawfully authorized to do business in the jurisdiction in
which the Project is located,
property insurance on an "all-risk" policy Form, including builders risk, In the
amount of the initial Contract Sum, plus the value of subsequent modifications
and cost of materials supplied and installed by others, comprising total value
for the entire Project at the site on a replacement cost basis without optional
deductibles. Such property insurance shall be maintained, unless otherwise
provided in the Contract Documents or otherwise agreed in writing by all persons
and entities who are beneficiaries of such insurance, until final payment has
been made as provided in Paragraph 14.5 or until no person or entity other than
the Owner has an insurable interest in the property required by this Paragraph
16.4 to be covered, whichever is later. This insurance shall include interests
of the Owner, the Contractor, Subcontractors and sub-subcontractors in the
Project.
16.4.2 The Owner shall file a copy of each policy with the Contractor before,
an exposure to loss may occur. Each policy shall contain a provision that the
policy will not be canceled or allowed to expire, and that its limits will not
be reduced, until at least 30 days' prior written notice has been given to the
Contractor.
16-5 WAIVERS OF SUBROGATION
16.5.1 The Owner and Contractor waive all rights against (1) each other and
any of their subcontractors, sub -subcontractors, agents and employees, each of
the other, and (2) the Architect, Architect's consultants, separate contractors
described in Article 11, if any, and any of their subcontractors, sub
- -subcontractors, agents and employees for damages caused by fire or other causes
of loss to the extent covered by property insurance obtained pursuant to
Paragraph 16.4 or other property insurance applicable to the Work, except such
rights as they have to proceeds of such insurance held by the Owner as
fiduciary. The Owner or Contractor, as appropriate, shall require of the
Architect, Architect's consultants, separate contractors described in Article
11, if any, and the subcontractors, sub- subcontractors, agents and employees of
any of them, by appropriate agreements, written where legally required for
validity, similar waivers each in favor of other parties enumerated herein. The
policies shall provide such waivers of subrogation by endorsement or otherwise.
A waiver of subrogation shall be effective as to a person or entity even though
that person or entity would otherwise have a duty of indemnification,
contractual or otherwise, did not pay the insurance premium directly or
indirectly, and whether or not the person or entity had an insurable interest in
the property damaged.
16.5.2 A loss insured under the Owner's property insurance shall be adjusted
by the Owner as fiduciary and made payable to the Owner as fiduciary for the
insureds, as their interests may appear, subject to requirements of any
applicable mortgagee clause. The Contractor shall pay Subcontractors their just
shares of insurance proceed received by the Contractor, and by appropriate
agreements, written where legally required for validity, shall require
Subcontractors to make payments to their sub-subcontractors in similar manner.
ARTICLE 17 CORRECTION OF WORK
17.1 The Contractor shall promptly correct Work rejected by the Architect or
failing to conform to the requirements of the Contract Documents, whether
discovered before or after Substantial Completion and whether or not fabricated,
installed or completed. Costs of correcting such rejected Work, including
additional testing and inspections and compensation for the Architect's services
and expenses made necessary thereby, shall be at the Contractor's expense.
17.2 In addition to the Contractor's obligations under Paragraph 8.4, if,
within one year after the date of Substantial Completion of the Work or
designated portion thereof or after the date for commencement of warranties
established under Subparagraph 14.4.2, or by terms of an applicable special
warranty required by the Contract Documents, any of the Work is found to be not
in accordance with the requirements of the Contract Documents, the Contractor
shall correct it promptly after receipt of written notice from the Owner to do
so unless the Owner has previously given the Contractor a written acceptance of
such condition. The Owner shall give such notice promptly after discovery of
the condition. During the one-year period for correction of Work if the Owner
fails to notify the Contractor and give the Contractor an opportunity to make
the correction, the Owner waives the rights to require correction by the
Contractor and to make a claim for breach of warranty.
17.3 If the Contractor fails to correct nonconforming Work within a
reasonable time, the Owner may correct it in accordance with Paragraph 7.3.
17.4 The one-year period for correction of Work shall be extended with
respect to portions of Work first performed after Substantial Completion by the
period of time between Substantial Completion and the actual performance of the
Work.
17.5 The one-year period for correction of Work shall not be extended by
corrective Work performed by the Contractor pursuant to this Article 17.
ARTICLE I8 MISCELLANEOUS PROVISIONS
18.1 ASSIGNMENT OF CONTRACT
Neither party to the Contract shall assign the Contract without written consent
of the other.
18.2 GOVERNING LAW
The Contract shall be governed by the law of the place where the Project is
located.
18.3 TESTS AND INSPECTIONS
Tests, inspections and approvals of portions of the Work required by the
Contract Documents or by laws, ordinances, rules, regulations or orders of
public authorities having jurisdiction shall be made at an appropriate time.
Unless otherwise provided, the Contractor shall make arrangements for such
tests, inspections and approvals with an independent testing laboratory or
entity acceptable to the Owner, or with the appropriate public authority, and
shall bear all related costs of tests, inspections and approvals. The Contractor
shall give the Architect timely notice of when and where tests and inspections
are to be made so that the Architect may be present for such procedures. The
Owner shall bear costs of tests, inspections or approvals which do not become
requirements until after bids are received or negotiations concluded.
18.4 COMMENCEMENT OF STATUTORY LIMITATION PERIOD
As between Owner and Contractor, any applicable statute of limitations shall
commence to run and any alleged cause of action shall be deemed to have accrued:
.1 not later than the date of Substantial Completion for acts of failures
to act occurring prior to the relevant date of Substantial Completion;
.2 not later than the date of issuance of the final Certificate for
Payment for acts or failures to act occurring subsequent to the
relevant date of Substantial Completion and prior to the issuance of
the final Certificate for Payment; and
.3 not later than the date of the relevant act or failure to act by the
Contractor for acts or failures to act occurring after the date of the
final Certificate for Payment.
ARTICLE 19 TERMINATION OF THE CONTRACT
19.1 TERMINATION BY THE CONTRACTOR
If the Architect fails to recommend payment for a period of 30 days through no
fault of the Contractor, or if the Owner fails to make payment thereon for a
period of 30 days, the Contractor may, upon seven additional days' written
notice to the Owner and the Architect, terminate the Contract and recover from
the Owner 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 applicable to the Project.
19.2 TERMINATION BY THE OWNER
19.2.1 THE OWNER MAY TERMINATE THE CONTRACT IF THE CONTRACTOR:
.1 persistently or repeatedly refuses or fails to supply enough properly
skilled workers or proper materials;
.2 fails to make payment to Subcontractors for materials or labor in
accordance with the respective agreements between the Contractor and
the Subcontractors;
.3 persistently disregards laws, ordinances, or rules, regulations or
orders of a public authority having juridiction; or
.4 otherwise is guilty of substantial breach of a provision of the
Contract Documents.
19-2-2 When any of the above reasons exists, the Owner, upon certification by
the Architect that sufficient cause exists to justify such action, may, without
prejudice to any other remedy the Owner may have and after giving the Contractor
seven days' written notice, terminate the Contract and take possession of the
site and of all materials, equipment, tools, and construction equipment and
machinery thereon owned by the Contractor and may finish the Work by whatever
reasonable method the Owner may deem expedient. Upon request of the Contractor,
the Owner shall furnish to the Contractor a detailed accounting of the costs
incurred by the Owner in finishing the Work.
19.2.3 When the Owner terminates the Contract for one of the reasons stated in
Subparagraph 19.2.1, the Contractor shall not be entitled to receive further
payment until the Work is finished.
19.2.4 If the unpaid balance of the Contract Sum exceed costs of finishing the
Work, including compensation for the Architect's services and expenses made
necessary thereby, and other damages incurred by the Owner and not expressly
waived, such excess shall be paid to the Contractor. If such costs and damages
exceed the unpaid balance, the Contractor shall pay the difference to the Owner.
The amount to be paid to the Contractor or Owner, as the case may be, shall be
certified by the Architect, upon application, and this obligation for payment
shall survive termination of the Contract.
ARTICLE 20 OTHER CONDITIONS FOR PROVISIONS
This Agreement entered into as of the day and year first written above.
/s/ Garo H. Armen /s/ Anthony J. Pimental
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OWNER (SIGNATURE) CONTRACTOR (SIGNATURE)
____________________________ ______________________________
(Printed name and title) (Printed name and title)
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