<PAGE>
EXHIBIT 10.27
1997 Edition - Electronic Format
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 25th day of June
in the year 2003
(In words, indicate day, month and
year)
BETWEEN the Owner:
Advanced Neuromodulation Systems, Inc.
6501 Windcrest Drive, Suite 100
Plano, Texas 75024
(Name, address and other information)
and the Contractor:
(Name, address and other information)
Performance Contracting, Inc.
2701 Gattis School Road, Bldg. D#100
Round Rock, TX 78664
Phone (512) 341-2406
Fax (512) 341-7824
The Project is:
(Name and location)
Medical Device Manufacturing Cleanroom
for
Advance Neuromodulation Systems, Inc.
at Legacy Business Park
Preston Road at Tennyson Drive
Plano, Texas 75024
The Architect is:
(Name, address and other information)
Class One Solutions, Inc.
The Owner and Contractor agree as
follows.
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 different date is stated below or provision is
made
for the date to be fixed in a notice to proceed issued by the
Owner.
Owner will cooperate with Contractor is scheduling all Work,
including
disconnections, reconnections, interruption of services and
utilities,
and similar matters. In the event
-------------
This Document includes abbreviated General
Conditions and should not be used
with other general conditions.
THIS DOCUMENT HAS IMPORTANT LEGAL
CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION
OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT
MAY BE MADE BY USING AIA DOCUMENT D401.
This document has been approved and
endorsed by The Associated General
Contractors of America.
(AIA LOGO)
(C) 1997 AIA (R)
AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT
The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292
(C) 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1967, 1974, 1977, 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 copyright laws of the
United States and will subject the
violator to legal prosecution. WARNING:
Unlicensed photocopying violates US
copyright laws and will subject the
violator to legal prosecution. This document
was electronically produced with permission
of the AIA and can be reproduced in
accordance with your license without
violation until the date of expiration as
noted below. expiration as noted below.
User Document: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444,
which expires on 1/31/2004.
1
<PAGE>
Owner requires Contractor to work outside of normal daytime
business
hours. Contractor shall be entitled to additional compensation for
such
overtime.
(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 days from the date of commencement, or as
follows:
February 29, 2004
(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 portions 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.)
The Contract Time is an essential element of the Contract. Failure
to
Substantially Complete the Work within the Contract Time will
cause
damage to the Owner, but such damage is difficult to establish.
For
each and
every Calendar Day the Work shall remain uncompleted after
February 29, 2004, the amount of $1,000 per Calendar Day will
be
assessed against the Contractor until Substantial Completion of
the
entire Work. Such amount shall be paid by the Contractor to the
Owner
upon demand and/or withheld by the Owner from amounts due the
Contractor, as liquidated damages and not as a penalty; it being
agreed
by the Contractor and the Owner that such sum is a good faith,
bona
fide estimate of the amount of damages the Owner will sustain as
a
result of any such failure to timely complete 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 Two Million Thirty-nine Thousand Two Hundred
Sixty-five
and no/100 Dollars ($2,039,265.00), subject to additions and
deletions
as provided in the Contract Documents. The Contract Sum is based
upon
95% Design Documents prepared by Class One Solutions, Inc. If,
after
completion of the Design Documents, Contractor determines that
the
Contract Sum will change, Contractor will notify Owner of the
anticipated change and obtain Owner's written approval for the
change
prior to proceeding any further with the Work.
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.)
Alternate #1 through Alternate #14 as listed on the Contract
Documents.
3.3 Unit prices,
if any, are as follows:
N/A
ARTICLE 4 PAYMENTS
4.1 PROGRESS PAYMENTS
4.1.1 Based upon Applications for Payment submitted to the Owner by
the
Contractor, the Owner shall make progress payments on account of
the
Contract Sum, for the value of the Work properly completed less
retainage of 5% of the total Application, to the Contractor as
provided
below and
-------------
This Document includes abbreviated General
Conditions and should not be used
with other general conditions.
THIS DOCUMENT HAS IMPORTANT LEGAL
CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION
OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT
MAY BE MADE BY USING AIA DOCUMENT D401.
This document has been approved and
endorsed by The Associated General
Contractors of America.
(AIA LOGO)
(C) 1997 AIA (R)
AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT
The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292
(C) 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1967, 1974, 1977, 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 copyright laws of the
United States and will subject the
violator to legal prosecution. WARNING:
Unlicensed photocopying violates US
copyright laws and will subject the
violator to legal prosecution. This document
was electronically produced with permission
of the AIA and can be reproduced in
accordance with your license without
violation until the date of expiration as
noted below. expiration as noted below.
User Document: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444,
which expires on 1/31/2004.
2
<PAGE>
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:
4.1.2 Provided that an Application for Payment is received by
the
Architect not later than the 30th day of a month, the Owner shall
make
payment to the Contractor not later than the 30th day of the
following
month. If an Application for Payment is received by the Architect
after
the date fixed above, payment shall be made by Owner not later than
30
days after the Architect receives the Application for Payment.
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 time to 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 The Owner, or its representatives, have fully inspected the
Work and determined that the Work has been completed in
accordance with the specifications, and the Work may be
certified as meeting ISO 14644 Class 8 (16,800 square feet)
and ISO Class 7 (3,200 square feet) clean room standards.
4.2.2 The Owner's final payment, including any unpaid retainage, to
the
Contractor shall be made as follow:
Thirty days after Final Completion
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.
5.1.2 The Supplementary and other Conditions of the Contract
are
those contained in the Design Documents prepared by Class One
Solutions, Inc. dated June 23, 2003, and are as follows:
Document
Title
Pages
See Exhibit "A" for Supplementary and other Conditions
5.1.3 The Specifications are those contained in the Design
Documents
prepared by
-------------
This Document includes abbreviated General
Conditions and should not be used
with other general conditions.
THIS DOCUMENT HAS IMPORTANT LEGAL
CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION
OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT
MAY BE MADE BY USING AIA DOCUMENT D401.
This document has been approved and
endorsed by The Associated General
Contractors of America.
(AIA LOGO)
(C) 1997 AIA (R)
AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT
The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292
(C) 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1967, 1974, 1977, 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 copyright laws of the
United States and will subject the
violator to legal prosecution. WARNING:
Unlicensed photocopying violates US
copyright laws and will subject the
violator to legal prosecution. This document
was electronically produced with permission
of the AIA and can be reproduced in
accordance with your license without
violation until the date of expiration as
noted below. expiration as noted below.
User Document: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444,
which expires on 1/31/2004.
3
<PAGE>
Class One Solutions, Inc. dated as in Subparagraph 5.1.2, and are
as
follows:
(Either list the Specifications here or refer to an exhibit
attached to
this Agreement.)
Section
Title
Pages
See Exhibit "A" for Specifications
5.1.4 The Drawings are as follows, and are dated unless a
different
date is shown below:
(Either list Drawings here or refer to an exhibit attached to
this
Agreement.)
Number
Title
Pages
See Exhibit "B" for list of Drawings.
5.1.5 The Addenda, if any, are as follows:
Number
Title
Pages
Portions of Addenda relating to bidding requirements are not part
of
the Contract Documents unless the bidding requirements are also
enumerated in this Article 5.
5.1.6 Other documents, if any, forming part of the Contract
Documents
are as follows: List any additional documents which are intended
to
form part of the Contract Documents.)
Pages 1 through 8 of the Contractor's Proposal, dated June 25,
2003,
providing a 95% Design Documents Budget Proposal for the Work,
as
outlined in the Proposal.
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
Contractor
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 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 between
the
Owner and a Subcontractor or sub-subcontractor, or 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.
-------------
This Document includes abbreviated General
Conditions and should not be used
with other general conditions.
THIS DOCUMENT HAS IMPORTANT LEGAL
CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION
OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT
MAY BE MADE BY USING AIA DOCUMENT D401.
This document has been approved and
endorsed by The Associated General
Contractors of America.
(AIA LOGO)
(C) 1997 AIA (R)
AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT
The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292
(C) 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1967, 1974, 1977, 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 copyright laws of the
United States and will subject the
violator to legal prosecution. WARNING:
Unlicensed photocopying violates US
copyright laws and will subject the
violator to legal prosecution. This document
was electronically produced with permission
of the AIA and can be reproduced in
accordance with your license without
violation until the date of expiration as
noted below. expiration as noted below.
User Document: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444,
which expires on 1/31/2004.
4
<PAGE>
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. All copies of them, except the Contractor's record
set, shall be
returned or suitably accounted for to the Owner, 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, 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. The Contractor, Subcontractors,
sub-subcontractors or 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 Architects's
consultants.
Submittal or distribution to meet official regulatory
requirements or
for other purposes in connection with this Project is not
to be construed
as publication in derogation of the Architect's or
Architect's
consultants' copyrights or other reserved rights.
ARTICLE 7 OWNER
7.1 INFORMATION
AND SERVICES REQUIRED OF THE OWNER
7.1.1 The Owner
shall make surveys and a legal description of the site
available if
required for the Work.
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
-------------
This Document includes abbreviated General
Conditions and should not be used
with other general conditions.
THIS DOCUMENT HAS IMPORTANT LEGAL
CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION
OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT
MAY BE MADE BY USING AIA DOCUMENT D401.
This document has been approved and
endorsed by The Associated General
Contractors of America.
(AIA LOGO)
(C) 1997 AIA (R)
AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT
The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292
(C) 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1967, 1974, 1977, 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 copyright laws of the
United States and will subject the
violator to legal prosecution. WARNING:
Unlicensed photocopying violates US
copyright laws and will subject the
violator to legal prosecution. This document
was electronically produced with permission
of the AIA and can be reproduced in
accordance with your license without
violation until the date of expiration as
noted below. expiration as noted below.
User Document: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444,
which expires on 1/31/2004.
5
<PAGE>
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 CONTRACTOR
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 Owner.
8.1.1.2 Owner does not warrant the accuracy of any grades,
elevations,
dimensions, or locations given on any Drawings, Specifications, or
work
installed by other contractors. Contractor shall verify
applicable
grades, elevations, dimensions, and locations prior to executing
the
Work. Errors due to the Contractor's failure to so verify such
grades,
elevations, dimensions, or locations shall be promptly rectified by
the
Contractor at no cost to the Owner.
8.1.2 Any design errors or omissions noted by the Contractor
during
this review shall be reported promptly to the Owner, 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. If the Contract Documents give
specific
instructions concerning construction means, methods,
techniques,
sequences or procedures, the Contractor shall be fully and
solely
responsible for the jobsite safety thereof unless the Contractor
gives
timely written notice to the Owner 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. If
the
Work requires Owner to supply materials equipment or other
property,
then Owner warrants that such items shall be
--------------
This Document includes abbreviated General
Conditions and should not be used
with other general conditions.
THIS DOCUMENT HAS IMPORTANT LEGAL
CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION
OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT
MAY BE MADE BY USING AIA DOCUMENT D401.
This document has been approved and
endorsed by The Associated General
Contractors of America.
(AIA LOGO)
(C) 1997 AIA (R)
AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT
The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292
(C) 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1967, 1974, 1977, 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 copyright laws of the
United States and will subject the
violator to legal prosecution. WARNING:
Unlicensed photocopying violates US
copyright laws and will subject the
violator to legal prosecution. This document
was electronically produced with permission
of the AIA and can be reproduced in
accordance with your license without
violation until the date of expiration as
noted below. expiration as noted below.
User Document: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444,
which expires on 1/31/2004.
6
<PAGE>
fit for the use for which they were intended. If such items do
not
conform, Contractor shall notify Owner within a reasonable time
after
Contractor's notice of the nonconformance and Contractor may
request
additional compensation by change order.
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 The Contractor may make substitutions only with the consent
of
the Owner, after evaluation by the Owner and in accordance with
a
Change Order.
8.4 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 at Final Completion conform
with
the requirements of the Contract Documents and all Federal,
State
and/or Local regulations. 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. The Contractor's warranty as
to
all Work, including repair or replacement of any defective
materials or
faulty workmanship shall extend for one year after the date of
Final
Completion of the Work. As a condition of Substantial Completion,
the
Contractor shall provide Owner a list of firms authorized to
respond to
Owner's request for immediate, emergency repair for warranty
work
affecting safety of persons or property. For all other warranty
work,
the Contractor shall commence performance of the warranty work
within
ten (10) days of Owner's written request therefor. In the event
the
Contractor fails to commence the warranty work within ten (10)
days,
and diligently pursue the Work to completion thereafter,
Contractor
authorizes Owner to proceed to have the defects repaired and to
bill
Contractor for all labor and materials, expenses and charges
necessary
for the repair or replacement. Contractor shall pay Owner's
invoices
for such work within ten (10) days of receipt of such invoices.
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 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.
--------------
This Document includes abbreviated General
Conditions and should not be used
with other general conditions.
THIS DOCUMENT HAS IMPORTANT LEGAL
CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION
OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT
MAY BE MADE BY USING AIA DOCUMENT D401.
This document has been approved and
endorsed by The Associated General
Contractors of America.
(AIA LOGO)
(C) 1997 AIA (R)
AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT
The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292
(C) 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1967, 1974, 1977, 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 copyright laws of the
United States and will subject the
violator to legal prosecution. WARNING:
Unlicensed photocopying violates US
copyright laws and will subject the
violator to legal prosecution. This document
was electronically produced with permission
of the AIA and can be reproduced in
accordance with your license without
violation until the date of expiration as
noted below. expiration as noted below.
User Document: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444,
which expires on 1/31/2004.
7
<PAGE>
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 Owner will prepare all Work areas so as to be acceptable
for
mobilization by Contractor. Contractor will not be called upon to
start
Work until sufficient areas are ready to ensure continued Work
until
job completion. 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.
Owner will provide at its expense sufficient storage space to
Contractor, which is fully protective of materials and
equipment
furnished for the Work at the place of performance of the Work.
Owner
will provide at its expense all light, heat, power and water which
is
required by Contractor for performance of the Work in the custom
and
practice of
Contractor's trade.
Contractor shall, at Contractor's sole cost and expense, take
all
measures necessary to protect persons and property in or adjacent
to
the Project Work site.
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 of 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 access to the Work in
preparation and progress wherever located.
8.13 INDEMNIFICATION
8.13.1 To the fullest extent permitted by law and to the extent
claims,
damages, losses or expenses are not covered by Liability
insurance
purchased by the Contractor in accordance with the Contract
Documents,
the Contractor shall indemnify and hold harmless the Owner,
Architect,
Architect's consultants and agents and employees of any of them
from
and against claims, damages, losses and expenses, including but
not
limited to attorneys' fees, arising out of or resulting from
performance of the Work,
-------------
This Document includes abbreviated General
Conditions and should not be used
with other general conditions.
THIS DOCUMENT HAS IMPORTANT LEGAL
CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION
OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT
MAY BE MADE BY USING AIA DOCUMENT D401.
This document has been approved and
endorsed by The Associated General
Contractors of America.
(AIA LOGO)
(C) 1997 AIA (R)
AIA DOCUMENT A107 - 1997
ABBREVIATED OWNER -
CONTRACTOR AGREEMENT
The American Institute of Architects
1735 New York Avenue N.W.
Washington, D.C. 20006-5292
(C) 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1967, 1974, 1977, 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 copyright laws of the
United States and will subject the
violator to legal prosecution. WARNING:
Unlicensed photocopying violates US
copyright laws and will subject the
violator to legal prosecution. This document
was electronically produced with permission
of the AIA and can be reproduced in
accordance with your license without
violation until the date of expiration as
noted below. expiration as noted below.
User Document: ans cleanroom.aia -
8/25/2003. AIA License Number 1013444,
which expires on 1/31/2004.
8
<PAGE>
provided that such claim, damage, loss or
expense is attributable to bodily
injury, sickness, disease or death, or to
injury to or destruction of tangible
property (other than the Work itself), but
only to the extent caused by the
negligent acts or omissions of the
Contractor, a Subcontractor, anyone directly
or indirectly employed by them or anyone
for whose acts they may be liable,
regardless of whether or not such claim,
damage loss or expense is caused in
part by a party indemnified hereunder. Such
obligation shall not be construed
to negate, abridge, or reduce other rights
or obligations of indemnity which
would otherwise exist as to a party or
person described in this Paragraph 8.13.
8.13.2 In claims against any person or
entity indemnified under this Paragraph
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
-------------
This Document includes abbreviated General
Conditions and should not be used
with other general conditions.
THIS DOCUMENT HAS IMPORTANT LEGAL
CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION
OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT
MAY BE MADE BY USING AIA DOCUMENT D401.
This document h
