Exhibit 10.15
1997 EDITION
AIA DOCUMENT A111-1997
Standard Form of Agreement Between Owner and Contractor
where the basis for payment is the COST OF THE WORK PLUS A FEE with a negotiated
Guaranteed Maximum Price This document has impor-
tant legal consequences.
AGREEMENT made as of the Sixteenth day of June
in the year Nineteen Hundred Ninety Nine
Consultation with an
attorney is encouraged
with respect to its
completion or modification.
BETWEEN The Owner: Bank of the Ozarks
P. X. Xxx 0000
Xxxxxx Xxxx, XX 00000 This document is not
intended for use in
competitive bidding.
and the Contractor: East-Xxxxxxx, Inc. AIA Document A201-1997,
0000 Xxxxxxxxxx Xxxx, Xxxxx 0 General Conditions of the
Xxxxxx Xxxx, XX 00000 Contract for Construction,
is adopted in this
documented reference.
The Project is: Bank of the Ozarks This document has been
Hwy 65 South approved and endorsed by
Xxxxxxx, XX 00000 The Associated General
Contractors of America.
The Architect is: AMR Architects, Inc.
000 Xxxx Xxxxxxx, Xxx 000
Xxxxxx Xxxx, Xx 00000
The Owner and Contractor agree as follows.
ARTICLE 1 THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement, Conditions of the Contract
(General, Supplementary and other Conditions), Drawings, Specifications, Addenda
issued prior to execution of this Agreement, other, documents listed in this
Agreement and Modifications issued after execution of this Agreement; these form
the Contract, and are as fully a part of the Contract as if attached to this
Agreement or repeated herein. The Contract represents the entire and integrated
agreement between the parties hereto and supersedes prior negotiations,
representations or agreements, either written or oral. An enumeration of the
Contract Documents, other than Modifications, appears in Article 15. If anything
in the other Contract Documents is inconsistent with this Agreement, this
Agreement shall govern.
ARTICLE 2 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.
1. Telephone, Computer data, & Security wiring & cabling, N.I.C.
2. Exterior Signage, N.I.C.
3. Bank Equipment, N.I.C.
4 Bank Vault, N.I.C.
ARTICLE 3 RELATIONSHIP OF THE PARTIES
The Contractor accepts the relationship of trust and confidence established
by this Agreement and covenants with the Owner to cooperate with the Architect
and exercise the Contractor's skill and judgment in furthering the interests of
the Owner; to furnish efficient business administration and supervision; to
furnish at all times an adequate supply of workers and materials; and to perform
the Work in an expeditious and economical manner consistent with the Owner's
interests. The Owner agrees to furnish and approve, in a timely manner,
information required by the Contractor and to make payments to the Contractor in
accordance with the requirements of the Contract Documents.
ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
4.1 The date of commencement of the Work shall be the date of this
Agreement unless a different date is stated below or provision is made for the
date to be fixed in a notice to proceed issued by the Owner. (Insert the date of
commencement, if it differs from the date of this Agreement or, if applicable,
state that the date will be fixed in a notice to proceed.)
If, prior to commencement of the Work, the Owner requires time to file
mortgages, mechanic's liens and other security interests, the Owner's time
requirement shall be as follows:
4.2 The Contract Time shall be measured from the date of commencement.
4.3 The Contractor shall achieve Substantial Completion of the entire Work
not later than 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 portions of the Work.)
November 1, 1999
, 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 5 BASIS FOR PAYMENT
5.1 CONTRACT SUM
5.1.1 The Owner shall pay the Contractor the Contract Sum in current funds
for the Contractor's performance of the Contract. The Contract Sum is the Cost
of the Work as defined in Article 7 Plus the Contractor's Fee.
5.1.2 The Contractor's Fee is: 5% of the Final Actual Cost
(State a lump sum, percentage of Cost of the Work or other provision for
determining the Contractors Fee, and describe the method of adjustment of the
Contractors Fee for changes in the Work.)
5.2 GUARANTEED MAXIMUM PRICE
5.2.1 The sum of the Cost of the Work and the Contractor's Fee is
guaranteed by the Contractor not to exceed Four Hundred Seventy Five Thousand
Two Hundred Forty Four Dollars ($475,244.00) subject to additions and deductions
by Change Order as provided in the Contract Documents. Such maximum sum is
referred to in the Contract Documents as the Guaranteed Maximum Price. Costs
which would cause the Guaranteed Maximum Price to be exceeded shall be paid by
the Contractor without reimbursement by the Owner.
(Insert specific provisions if the Contractor is to participate in any savings.)
100% Savings Given to Owner
5.2.2 The Guaranteed Maximum Price is based on 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 the amount expires.)
1. Alternate No. 1A - Omit metal soffitt & provide Alcoa Aluminum Soffitts.
2. Alternate No. 2 - Omit aluminum breakmetal cover& provide Dryvit system at
canopy beams.
3. Alternate No. 7 - Provide equal electrical fixture and switchgear material
package.
4. Alternate No. 8 - Omit TVSS Completely
5. Alternate No. 9 - Reduce paved area behind ATM Island
5.2.3 Unit prices, if any, are as follows:
5.2.4 Allowances, if any, are as follows:
(Identify and state the amounts of any allowances, and state whether they
include labor, materials, or both.)
1. Landscape and irrigation allowance $ 14,000.00
2. Interior signage allowance $ 300.00
5.2.5 Assumptions, if any, on which the Guaranteed. Maximum Price is based are
as follows:
5.2.6 To the extent that the Drawings and Specifications are anticipated to
require further development by the Architect, the Contractor has provided in the
Guaranteed Maximum Price or such further development consistent with the
Contract Documents and reasonably inferable therefrom. Such further development
does not include such things as changes in scope, systems, kinds and quality of
materials, finishes or equipment, an of which, if required, shall be
incorporated by Change Order.
ARTICLE 6 CHANGES IN THE WORK
6.1 Adjustments to the Guaranteed Maximum Price on account of changes in
the Work may be determined by any of the methods listed in Subparagraph 7.3.3 of
AIA Document A20l-1997.
6.2 In calculating adjustments to subcontracts (except those awarded with
the Owner's prior consent on the basis of cost plus a fee), the terms "cost" and
"fee" as used in Clause 7.3.3.3 of AIA Document A201-1997 and the terms "costs"
and "a reasonable allowance for overhead and profit" as used in Subparagraph
7.3.6 of AIA Document A201-1997 shall have the meanings assigned to them in AIA
Document A201-1997 and shall not be modified by Articles 5, 7 and 8 of this
Agreement. Adjustments to subcontracts awarded with the Owner's prior consent on
the basis of cost plus a fee shall be calculated in accordance with the terms of
those subcontracts.
6.3 In calculating adjustments to the Guaranteed Maximum Price, the terms
"cost" and "costs" as used in the above-referenced provisions of AIA Document
A201-1997 shall mean the Cost of the Work as defined in Article 7 of this
Agreement and the terms "fee" and "a reasonable allowance for overhead and
profit" shall mean the Contractor's Fee as defined in Subparagraph 5.1.2 of this
Agreement.
6.4 If no specific provision is made in Paragraph 5.1 for adjustment of the
Contractor's Fee in the case of changes in the Work, or if the extent of such
changes is such, in the aggregate, that application of the adjustment provisions
of Paragraph 5.1 will cause substantial inequity to the Owner or Contractor, the
Contractor's Fee shall be equitably adjusted on the basis of the Fee established
for the original Work, and the Guaranteed Maximum Price shall be adjusted
accordingly.
ARTICLE 7 COSTS TO BE REIMBURSED
7.1 COST OF THE WORK
The term Cost of the Work shall mean costs necessarily incurred by the
Contractor in the proper performance of the Work. Such costs shall be at rates
not higher than the standard paid at the place of the Project except with prior
consent of the Owner. The Cost of the Work shall include only the items set
forth in this Article 7.
7.2 LABOR COSTS
7.2.1 Wages of construction workers directly employed by the Contractor to
perform the construction of the Work at the site or, with the Owner's approval,
at off-site workshops.
7.2.2 Wages or salaries of the Contractor's supervisory and administrative
personnel when stationed at the site with the Owner's approval. (If it is
intended that the wages or salaries of certain personnel stationed at the
Contractors principal or other offices shall be included in the Cost of the
Work, identify in Article 14 the personnel to be included and whether for all or
only part of their time, and the rates at which their time will be charged to
the Work.)
7.2.3 Wages and salaries of the Contractor's supervisory or administrative
personnel engaged, at factories, workshops or on the road, in expediting the
production or transportation of materials or equipment required for the Work,
but only for that portion of their time required for the Work.
7.2.4 Costs paid or incurred by the Contractor for taxes, insurance,
contributions, assessments and benefits required by law or collective bargaining
agreements and, for personnel not covered by such agreements, customary benefits
such as sick leave, medical and health benefits, holidays, vacations and
pensions, provided such costs are based on wages and salaries included in the
Cost of the Work under Subparagraphs 7.2.1 through 7.2.3.
7.3 SUBCONTRACT COSTS
73.1 Payments made by the Contractor to Subcontractors in accordance with the
requirements of the subcontracts.
7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED
CONSTRUCTION
7.4.1 Costs, including transportation and storage, of materials and equipment
incorporated or to be incorporated in the completed construction.
7.4.2 Costs of materials described in the preceding Subparagraph 7.4.1 in
excess of those actually installed to allow for reasonable waste and spoilage.
Unused excess materials, if any, shall become the Owner's property at the
completion of the Work or, at the Owner's option, shall be sold by the
Contractor. Any amounts realized from such sales shall be credited to the Owner
as a deduction from the Cost of the Work.
7.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES
AND RELATED ITEMS
7.5.1 Costs, including transportation and storage, installation, maintenance,
dismantling and removal of materials, supplies, temporary facilities, machinery,
equipment, and hand tools not customarily owned by construction workers, that
are provided by the Contractor at the site and fully consumed in the performance
of the Work; and cost (less salvage value) of such items if not fully consumed,
whether sold to others or retained by the Contractor. Cost for items previously
used by the Contractor shall mean fair market value.
7.5.2 Rental charges for temporary facilities, machinery, equipment, and hand
tools not customarily owned by construction workers that are provided by the
Contractor at the site, whether rented from the Contractor or others, and costs
of transportation, installation, minor repairs and replacements, dismantling and
removal thereof. Rates and quantities of equipment rented shall be subject to
the Owner's prior approval.
7.5.3 Costs of removal of debris from the site.
7.5.4 Costs of document reproductions, facsimile transmissions and long-
distance telephone calls, postage and parcel delivery charges, telephone service
at the site and reasonable xxxxx cash expenses of the site office.
7.5.5 That portion of the reasonable expenses of the Contractor's personnel
incurred while traveling in discharge of duties connected with the Work.
7.5.6 Costs of materials and equipment suitably stored off the site at a
mutually acceptable location, if approved in advance by the Owner.
7.6 MISCELLANEOUS COSTS
7.6.1 That portion of insurance and bond premiums that can be directly
attributable to this Contract.
7.6.2 Sales, use or similar taxes imposed by a governmental authority that are
related to the Work.
7.6.3 Fees and assessments for the building permit and for other permits,
licenses and inspections for which the Contractor is required by the Contract
Documents to pay.
7.6.4 Fees of laboratories for tests required by the Contract Documents, except
those related to defective or nonconforming Work for which reimbursement is
excluded by Subparagraph 13.5.3 of AIA Document A201-1997 or other provisions of
the Contract Documents, and which do not fall within the scope of Subparagraph
7.7.3.
7.6.5 Royalties and license fees paid for the use of a particular design,
process or product required by the Contract Documents; the costs of defending
suits or claims for infringement of patent rights arising from such requirement
of the Contract Documents and payments made in accordance with legal judgments
against the Contractor resulting from such suits or claims and payments of
settlements made with the Owner's consent. However, such costs of legal
defenses, judgments and settlements shall not be included in the calculation of
the Contractor's fee or subject to the Guaranteed Maximum Price. If such
royalties, fees and costs are excluded by the last sentence of Subparagraph
3.17.1 of AIA Document A201-1997 or other provisions of the Contract Documents,
then they shall not be included in the Cost of the Work.
7.6.6 Data processing costs related to the Work.
7.6.7 Deposits lost for causes other than the Contractor's negligence or
failure to fulfill a specific responsibility to the Owner as set forth in the
Contract Documents.
7.6.8 Legal, mediation and arbitration costs, including attorneys' fees, other
than those arising from disputes between the Owner and Contractor, reasonably
incurred by the Contractor in the performance of the Work and with the Owner's
prior written approval; which approval shall not be unreasonably withheld.
7.6.9 Expenses incurred in accordance with the Contractor's standard personnel
policy for relocation and temporary living allowances of personnel required for
the Work, if approved by the Owner.
7.7 OTHER COSTS AND EMERGENCIES
7.7.1 Other costs incurred in the performance of the Work if and to the extent
approved in advance in writing by the Owner.
7.7.2 Costs due to emergencies incurred in taking action to prevent threatened
damage, injury or loss in case of an emergency affecting the safety of persons
and property, as provided in Paragraph 1o.6 of AIA Document A201-1997
7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed
by the Contractor, Subcontractors or suppliers, provided that such damaged or
nonconforming Work was not caused by negligence or failure to fulfill a specific
responsibility of the Contractor and only to the extent that the cost of repair
or correction is not recoverable by the Contractor from insurance, sureties,
Subcontractors or suppliers.
ARTICLE 8 COSTS NOT TO BE REIMBURSED
8.1 The Cost of the Work shall not include:
8.1.1 Salaries and other compensation of the Contractor's personnel stationed
at the Contractor's principal office or offices other than the site office,
except as specifically provided in Subparagraphs 7.2.2 and 7.2.3 or as may be
provided in Article 14.
8.1.2 Expenses of the Contractor's principal office and offices other than the
site office.
8.1.3 Overhead and general expenses, except as may be expressly included in
Article 7.
8.1.4 The Contractor's capital expenses, including interest on the Contractor's
capital employed for the Work.
8.1.5 Rental costs of machinery and equipment, except as specifically provided
in Subparagraph 7.5.2.
8.1.6 Except as provided in Subparagraph 7.7.3 of this Agreement, costs due to
the negligence or failure to fulfill a specific responsibility of the
Contractor, Subcontractors and suppliers or anyone directly or indirectly
employed by any of them or for whose acts any of them may be liable.
8.1.7 Any cost not specifically and expressly described in Article 7.
8.1.8 Costs, other than costs included in Change Orders approved by the Owner,
that would cause the Guaranteed Maximum Price to be exceeded.
ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS
9.1 Cash discounts obtained on payments made by the Contractor shall accrue
to the Owner if (1) before making the payment, the Contractor included them in
an Application for Payment and received payment therefor from the Owner, or (2)
the Owner has deposited funds with the Contractor with which to make payments;
otherwise, cash discounts shall accrue to the Contractor. Trade discounts,
rebates, refunds and amounts received from sales of surplus materials and
equipment shall accrue to the Owner, and the Contractor shall make provisions so
that they can be secured.
9.2 Amounts that accrue to the Owner in accordance with the provisions of
Paragraph 9.1 shall be credited to the Owner as a deduction from the Cost of the
Work.
ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS
10.1 Those portions of the Work that the Contractor does not customarily
perform with the Contractor's own personnel shall be performed under
subcontracts or by other appropriate agreements with the Contractor. The Owner
may designate specific persons or entities from whom the Contractor shall obtain
bids. The Contractor shall obtain bids from Subcontractors and from suppliers of
materials or equipment fabricated especially for the Work and shall deliver such
bids to the Architect. The Owner shall then determine, with the advice of the
Contractor and the Architect, which bids will be accepted. The Contractor shall
not be required to contract with anyone to whom the Contractor has reasonable
objection.
10.2 If a specific bidder among those whose bids are delivered by the
Contractor to the Architect (1) is recommended to the Owner by the Contractor;
(2) is qualified to perform that portion of the Work; and (3) has submitted a
bid that conforms to the requirements of the Contract Documents without
reservations or exceptions, but the Owner requires that another bid be accepted,
then the Contractor may require that a Change Order be issued to adjust the
Guaranteed Maximum Price by the difference between the bid of the person or
entity recommended to the Owner by the Contractor and the amount of the
subcontract or other agreement actually signed with the person or entity
designated by the Owner.
10.3 Subcontracts or other agreements shall conform to the applicable payment
provisions of this Agreement, and shall not be awarded on the basis of cost plus
a fee without the prior consent of the Owner.
ARTICLE 11 ACCOUNTING RECORDS
The Contractor shall keep full and detailed accounts and exercise such controls
as may be necessary for proper financial management under this Contract, and the
accounting and control systems shall be satisfactory to the Owner. The Owner and
the Owner's accountants shall be afforded access to, and shall be permitted to
audit and copy, the Contractor's records, books, correspondence, instructions,
drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other
data relating to this Contract, and the Contractor shall preserve these for a
period of three years after final payment, or for such longer period as may be
required by law.
ARTICLE 12 PAYMENTS
12.1 PROGRESS PAYMENTS
12.1.1 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.
12.1.2 The period covered by each Application for Payment shall be one calendar
month ending on the last day of the month, or as follows:
12.1.3 Provided that an Application for Payment is received by the Architect not
later than the Last day of a month, the Owner shall make payment to the
Contractor not later than the Tenth day of the following month. If an
Application for Payment is received by the Architect after the application date
fixed above, payment shall be made by the Owner not later than Ten days after
the Architect receives the Application for Payment.
12.1.4 With each Application for Payment, the Contractor shall submit payrolls,
xxxxx cash accounts, receipted invoices or invoices with check vouchers
attached, and any other evidence required by the Owner or Architect to
demonstrate that cash disbursements already made by the Contractor on account of
the Cost of the Work equal or exceed (1) progress payments already received by
the Contractor; less (2) that portion of those payments attributable to the
Contractor's Fee; plus three (3) payrolls for the period covered by the present
Application for Payment.
12.1.5 Each Application for Payment shall be based on the most recent schedule
of values submitted by the Contractor in accordance with the Contract Documents.
The schedule of values shall allocate the entire Guaranteed Maximum Price among
the various portions of the Work, except that the Contractor's Fee shall be
shown as a single separate item. The schedule of values shall be prepared in
such form and supported by such data to substantiate its accuracy as the
Architect may require. This schedule, unless objected to by the Architect, shall
be used as a basis for reviewing the Contractor's Applications for Payment.
12.1.6 Applications for Payment shall show the percentage of completion of each
portion of the Work as of the end of the period covered by the Application for
Payment. The percentage of completion shall be the lesser of (1) the percentage
of that portion of the Work which has actually been completed; or (2) the
percentage obtained by dividing (a) the expense that has actually been incurred
by the Contractor on account of that portion of the Work for which the
Contractor has made or intends to make actual payment prior to the next
Application for Payment by (b) the share of the Guaranteed Maximum Price
allocated to that portion of the Work in the schedule of values.
12.1.7 Subject to other provisions of the Contract Documents, the amount of each
progress payment shall be computed as follows:
.1 take that portion of the Guaranteed Maximum Price properly allocable
to completed Work as determined by multiplying the percentage of completion of
each portion of the Work by the share of the Guaranteed Maximum Price allocated
to that portion of the Work in the schedule of values. Pending final
determination of cost to the Owner of changes in the Work, amounts not in
dispute shall be included as provided in Subparagraph 7.3.8 of AIA Document
A201-1997;
.2 add that portion of the Guaranteed Maximum Price properly allocable
to materials and equipment delivered and suitably stored at the site for
subsequent incorporation in the Work, or if approved in advance by the Owner,
suitably stored off the site at a location agreed upon in writing;
.3 add the Contractor's Fee, less retainage of Ten percent (10%) The
Contractor's Fee shall be computed upon the Cost of the Work described in the
two preceding Clauses at the rate stated in Subparagraph 5.1.2 or, if the
Contractor's Fee is stated as a fixed sum in that Subparagraph, shall be an
amount that bears the same ratio to that fixed-sum fee as the Cost of the Work
in the two preceding Clauses bears to a reasonable estimate of the probable Cost
of the Work upon its completion;
.4 subtract the aggregate of previous payments made by the Owner;
.5 subtract the shortfall, if any, indicated by the Contractor in the
documentation required by Paragraph 12.1.4 to substantiate prior Applications
for Payment, or resulting from errors subsequently discovered by the Owner's
accountants in such documentation; and
.6 Subtract amounts, if any, for which the Architect has withheld or
nullified a Certificate for Payment as provided in Paragraph 9.5 of AIA Document
A201-1997.
12.1.8 Except with the Owner's prior approval, payments to Subcontractors shall
be subject to retainage of not less than Ten percent (10 %). The Owner and the
Contractor shall agree upon a mutually acceptable procedure for review and
approval of payments and retention for Subcontractors.
12.1.9 In taking action on the Contractor's Applications for Payment, the
Architect shall be entitled to rely on the accuracy and completeness of the
information furnished by the Contractor and shall not be deemed to represent
that the Architect has made a detailed examination, audit or arithmetic
verification of the documentation submitted in accordance with Subparagraph
12.1.4 or other supporting data; that the Architect has made exhaustive or
continuous on-site inspections or that the Architect has made examinations to
ascertain how or for what purposes the Contractor has used amounts previously
paid on account of the Contract. Such examinations, audits and verifications, if
required by the Owner, will be performed by the Owner's accountants acting in
the sole interest of the Owner.
12.2 FINAL PAYMENT
12.2.1 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 Subparagraph 12.2.2
of AIA Document A201-1997, 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.
12.2.2 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:
12.2.3 The Owner's accountants will review and report in writing on the
Contractor's final accounting within 30 days after delivery of the final
accounting to the Architect by the Contractor. Based upon such Cost of the Work
as the Owner's accountants report to be substantiated by the Contractor's final
accounting, and provided the other conditions of Subparagraph 12.2.1 have been
met, the Architect will, within seven days after receipt of the written report
of the Owner's accountants, either issue to the Owner a final Certificate for
Payment with a copy to the Contractor, or notify the Contractor and Owner in
writing of the Architect's reasons for withholding a certificate as provided in
Subparagraph 9.5.1 of the AIA Document
A201-1997. The time periods stated in this Subparagraph 12.2.3 supersede those
stated in Subparagraph 9.4.1 of the AIA Document A20l-1997.
12.2.4 If the Owner's accountants report the Cost of the Work as substantiated
by the Contractor's final accounting to be less than claimed by the Contractor,
the Contractor shall be entitled to demand arbitration of the disputed amount
without a further decision of the Architect. Such demand for arbitration shall
be made by the Contractor within 30 days after the Contractor's receipt of a
copy of the Architect's final Certificate for Payment; failure to demand
arbitration within this 30-day period shall result in the substantiated amount
reported by the Owner's accountants becoming binding on the Contractor. Pending
a final resolution by arbitration, the Owner shall pay the Contractor the amount
certified in the Architect's final Certificate for Payment.
12.2.5 If, subsequent to final payment and at the Owner's request, the
Contractor incurs costs described in Article 7 and not excluded by Article 8 to
correct defective or nonconforming Work, the Owner shall reimburse the
Contractor such costs and the Contractor's Fee applicable thereto on the same
basis as if such costs had been incurred prior to final payment, but not in
excess of the Guaranteed Maximum Price. If the Contractor has participated in
savings as provided in Paragraph 5.2, the amount of such savings shall be
recalculated and appropriate credit given to the Owner in determining the net
amount to be paid by the Owner to the Contractor.
ARTICLE 13 TERMINATION OR SUSPENSION
13.1 The Contract may be terminated by the Contractor, or by the Owner for
convenience, as provided in Article 14 of AIA Document A20l-1997. However, the
amount to be paid to the Contractor under Subparagraph 14.1.3 of AIA Document
A201-1997 shall not exceed the amount the Contractor would be entitled to
receive under Paragraph 13.2 below, except that the Contractor's Fee shall be
calculated as if the Work had been fully completed by the Contractor, including
a reasonable estimate of the Cost of the Work for Work not actually completed.
13.2 The Contract may be terminated by the Owner for cause as provided in
Article 14 of AIA Document A201-1997. The amount, if any, to be paid to the
Contractor under Subparagraph 14.2.4 of AIA Document A201-1997 shall not cause
the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount
calculated as follows:
13.2.1 Take the Cost of the Work incurred by the Contractor to the date of
termination;
13.2.2 Add the Contractor's Fee computed upon the Cost of the Work to the date
of termination at the rate stated in Subparagraph 5.1.2 or, if the Contractor's
Fee is stated as a fixed sum in that Subparagraph, an amount that bears the same
ratio to that fixed sum Fee as the Cost of the Work at the time of termination
bears to a reasonable estimate of the probable Cost of the Work upon its
completion; and
13.2.3 Subtract the aggregate of previous payments made by the Owner.
13.3 The Owner shall also pay the Contractor fair compensation, either by
purchase or rental at the election of the Owner, for any equipment owned by the
Contractor that the Owner elects to retain and that is not otherwise. included
in the Cost of the Work under Subparagraph 13.2.1. To the extent that the Owner
elects to take legal assignment of subcontracts and purchase orders (including
rental agreements), the Contractor shall, as a condition of receiving the
payments referred to in this Article 13, execute and deliver all such papers and
take all such steps, including the legal assignment of such subcontracts and
other contractual rights of the Contractor,
as the Owner may require for the purpose of fully vesting in the Owner the
rights and benefits of the Contractor under such subcontracts or purchase
orders.
13.4 The Work may be suspended by the Owner as provided in Article 14 of AIA
Document A20l-1997; in such case, the Guaranteed Maximum Price and Contract Time
shall be increased as provided in Subparagraph 43.2 of AIA Document A201-1997
except that the term "profit" shall be understood to mean the Contractor's Fee
as described in Subparagraphs 5.1.2 and Paragraph 6.4 Of this Agreement.
ARTICLE 14 MISCELLANEOUS PROVISIONS
14.1 Where reference is made in this Agreement to a provision AIA Document
A20l-1997 or another Contract Document, the reference refers to that provision
as amended or supplemented by other provisions of the Contract Documents.
14.2 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 Owners and
Contractors 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.)
14.3 The Owner's representative is: Mr. Xxxxxx Xxxxxxx
(Name, address and other information.)
14.4 The Contractor's representative is: Xx. Xxxx Xxxxxx
(Name, address and other information.)
14.5 Neither the Owner's nor the Contractor's representative shall be changed
without ten days' written notice to the other party.
14.6 Other provisions:
1. No additional retainage will be held after the contract work is fifty percent
(50%) complete. Retainage will then become 5% of the Guaranteed Maximum Price.
ARTICLE 15 ENUMERATION OF CONTRACT DOCUMENTS
15.1 The Contract Documents, except for Modifications issued after execution of
this Agreement, are enumerated as follows:
15.1.1 The Agreement is this executed 1997 edition of the Standard Form of
Agreement Between Owner and Contractor, AIA Document A111-1997.
15.1.2 The General Conditions are the 1997 edition of the General Conditions of
the Contract for Construction, AIA Document A201-1997
15.1.3 The Supplementary and other Conditions of the Contract are those
contained in the Project Manual dated April 14, 1999,and are as follows:
Document Title Pages
Project Manual Xxxxxxx Xxxxxx Bank of the Ozarks Page 1 through 16910-2
15.1.4 The Specifications are those contained in the Project Manual dated as in
Subparagraph 15.1.3, and are as follows: (Either list the Specifications here or
refer to an exhibit attached to this Agreement.)
Section Title Pages
SEE EXHIBIT "A"
15.1.5 The Drawings are as follows, and are dated unless a different date is
shown below: (Either list the Drawings here or refer to an exhibit attached to
this Agreement.)
Number Title Date
SEE EXHIBIT "B"
15.1.6 The Addenda, if any, are as follows:
Number Date Pages
Addendum No. 1 April 30, 1999 2 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 15.
15.1.7 Other Documents, if any, forming part of the Contract Documents are as
follows: (List here any additional documents, such as a list of alternates that
are intended to form part of the contract Documents. AIA Document A201-1997
provides that bidding requirements such as advertisement or invitation to bid,
Instructions to Bidders, sample forms and the Contractor's bid are not part of
the Contract Documents unless enumerated in this Agreement. They should be
listed here only if intended to be part of the Contract Documents.)
ARTICLE 16 INSURANCE AND BONDS
(List required limits of liability for insurance and bonds. AIA Document
A201-1997 gives other specific requirements for insurance and bonds.)
This Agreement is entered into as of the day and year first written above and is
executed in at least three original copies, of which one is to be delivered to
the Contractor, one to the Architect for use in the administration of the
Contract, and the remainder to the Owner.
OWNER CONTRACTOR
/s/Xxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxxx
(Signature) (Signature)
Xxxxxx X. Xxxxxxx, VP
(Printed name and title) (Printed name and title)
CAUTION: You should sign an original AIA document which has this caution printed
in red. An original assures that changes will not be obscured as may occur when
documents are reproduced.
EXHIBIT - "A"
BANK OF THE OZARKS CLINTON
TABLE OF CONTENTS
GENERAL CONDITIONS (AIA DOCUMENT A201)
SUPPLEMENTARY GENERAL CONDITIONS
DIVISION 1 - GENERAL REQUIREMENTS
01010 -Summary of work
01030 - Alternates
01300 - Submittals and Substitutions
01500 - Construction Facilities and Temporary Controls
DIVISION 2 - SITEWORK
02060 - Building Demolition
02100 - Site Preparation
02200 - Earthwork
02280 - Soil Treatment
02510 - Asphaltic Concrete Paving
02520 - Portland Cement Concrete Paving
02811 - Landscape Irrigation Systems
02936 - Sodding
02950 - Trees, Shrubs and Groundcover
DIVISION 3 - CONCRETE
03300 - Cast-In-Place Concrete
DIVISION 4 - MASONRY
04200 - Unit Masonry
DIVISION 5 - METALS
05120 - Structural Steel
05500 - Metal Fabrications and Miscellaneous Work
DIVISION 6 - WOOD AND PLASTICS
06100 - Carpentry
06400 - Architectural Woodwork
DIVISION 7 - THERMAL AND MOISTURE PROTECTION
07210 - Building Insulation
07311 - Asphalt Shingles
07600 - Sheet Metal Work
07900 - Joint Sealants
BANK OF THE OZARKS CLINTON
TABLE OF CONTENTS CONTINUED
DIVISION 8 - DOORS AND WINDOWS
08110 - Metal Doors and Frames
08120 - Aluminum Doors and Frames
08200 - Wood Doors
08700 - Hardware
08800 - Glazing
DIVISION 9 - FINISHES
09250 - Gypsum Wallboard
09300 - Tile
09510 - Acoustical Ceilings
09650 - Resilient Flooring
09680 - Carpeting
09900 - Painting
DIVISION 10 -SPECIALTIES
10520 - Fire Extinguishers and Cabinets
10800 - Toilet Accessories
10990 - Miscellaneous Specialties
DIVISION 11 - EQUIPMENT AND FURNISHINGS
None in this Project
DIVISION 12 - FURNISHINGS AND SEATING
None in this Project
DIVISION 13 - SPECIAL CONSTRUCTION
None in this Project
DIVISION 15 - MECHANICAL
DIVISION 16 - ELECTRICAL
EXHIBIT - "B"
NUMBERS TITLE DATE
Index 4/14/99
Ll Landscape Plan 4/14/99
C1 Existing Contour Plan 4/13/99
C2 Site Grading Plan 4/13/99
C3 Site Dimension Plan 4/13/99
C4 Erosion Control Plan 4/13/99
A1.0 Floor Plan, Ceiling Plan, Roof Plan 4/14/99
A2.0 Elevations 4/14/99
A3.1 Building Sections 4/14/99
A3.2 Wall Sections 4/14/99
A4.0 Window Details & Schedules 4/14/99
A5.0 Millwork Elevations & Sections 4/14/99
S1.0 Foundation Plan 4/14/99
S2.0 Foundation Details 4/14/99
S3.0 Roof Framing Plan & Details 4/14/99
S4.1 Truss Bottom Chord Bracing Plan 4/14/99
S5.0 Framing Notes & Details 4/14/99
M1.0 Utility Site Plan 4/14/99
M2.0 Plumbing Floor Plan 4/14/99
M3.0 Plumbing Details 4/14/99
M4.0 Mechanical Floor Plan 4/14/99
M5.0 Mechanical Details 4/14/99
EO.1 Electrical Site Plan 4/14/99
E1.0 Electrical Lighting Plan 4/14/99
E2.0 Electrical Power & Systems Plan 4/14/99
E3.0 Electrical Power Plan Mechanical 4/14/99
BANK OF THE OZARKS- XXXXXXX XXXXXX
ADDENDUM NO 1
TO: PROJECT MANUAL AND DRAWINGS
FOR: BANK OF THE OZARKS - XXXXXXX XXXXXX
April 30,1999
This Addendum forms a part of the Contract Documents and modifies or interprets
the Project Manual and Drawings, as noted below.
Refer to the Drawings:
1. SHEET C-2 & C-3 REFER TO THE ENCLOSED CIVIL SKETCHES
WHICH REVISE THE PARKING LAYOUT AND ELIMINATE THE CONNECTING
DRIVE AT THE NORTH SIDE OF THE PROPERTY.
2. SHEET A1.0 REFER TO THE FLOOR PLAN. ADDD THE FOLLOWING NOTE TO
CLOSETS 103 AND 119:"INSTALL SIX (6) 3/4" PLYWOOD SHELVES WITH
1 1/2" HARDWOOD EDGE. SHELVING TO BE ADJUSTABLE. INSTALL VERTICAL
DIVIDERS FROM TWO LAYERS OF 3/4" PLYWOOD SUCH THAT NO SHELF
SPANS MORE THAN 36"."
3. SHEET A3.2 IGNORE THE STEEL BEAMS AND LINTEL BEAMS INDICATED
IN SECTIONS 1 AND 2. ON SHEET A3.2. REFER TO THE STRUCTURAL PLANS FOR
LINTEL BEAMS AND FRAMING.
4. SHEET A5.0 SECTION 2 THE BLACK GRANITE DEAL PLATES ARE NOT TO HAVE A
BULLNOSE EDGE BUT A SIMPLE EASED EDGE AND SHOULD NOT CANTILEVER OUT
BEYOND THE TELLER COUNTER FRONT BUT SHOULD FLUSH OUT WITH THE FRONT
LAMINATE SURFACE INSTEAD.
5. SHEET E2.0 TELEPHONE AND DATA OUTLETS ARE TO BE COMBINED
INTO ONE 4" X 4" BOX WITH A 2" X 4" COVER. ALL COMBO TELEPHONE/DATA
OUTLETS ARE TO BE SERVED, BY A 1 " CONDUIT.
6. SHEET E2.0 ADD A DATA OUTLET NEXT TO THE WALL PHONE OUTLET IN
BREAK ROOM 116. ADD TWO DATAITEL. OUTLETS AT THE NORTH END ABOVE
THE COUNTER IN PROOF ROOM 109. ADD A DATA/ TEL. OUTLET TO THE SOUTH
END OF THE TELLER LINE AT THE DRIVE -THRU TELLERS COUNTER IN TELLER 110.
7. SHEET E1.0, E2.0, AND E3.0 THE NORTH ARROW POINTS THE WRONG WAY
NORTH IS TO THE RIGHT ON THE SHEET. SHEET EO.1 NORTH SHOULD POINT UP THE
SHEET.
8. SHEET E2.0 ADD A QUAD RECEPTACLE UNDER THE TELEPHONE
BOARD IN ELEC.108CONNECT TO CIRCUIT B-30.
9. SHEET E2.0 ELIMINATE BOTH SETS OF FLOOR POWER AND DATA OUTLETS
FOR THE TWO DESKS IN LOBBY 101.
10. SHEET E2.0 ALL OF THE DATA AND POWER OUTLETS NEAR THE DESKS
IN ALL OF THE OFFICES NEED TO BE MOVED TO THE BRIDGE OF THE DESK.
A REVISED DRAWING WILL BE ISSUED.
11. SHEET E1.0 CLOSETS 119 AND 120 HAVE BEEN COMBINED INTO ONE
CLOSET. ELIMINATE THE TYPE "3" FIXTURES AND PROVIDE ONE TYPE "8
FIXTURE. PROVIDE ONLY ONE SWITCH.
12. SHEET E1.0 CLOSETS 102 AND 103 HAVE BEEN COMBINED INTO ONE
CLOSET. ELIMINATE THE TYPE "3" FIXTURES AND PROVIDE ONE TYPE "8
FIXTURE. PROVIDE ONLY ONE SWITCH.
Refer to the Project Manual:
1. SECTION 08120 PART 2-PRODUCTS SECTION2.03 ADD THE FOLLOWING:
"C. ALUMINUM ENTRANCE DOOR FINISH HARDWARE.
1 SET PIVOTS, MANUF STD.
1 EA. INTERMEDIATE PIVOT, MANUF. STD.
1 EA. ADA COMPLIANT THRESHOLD ALUMINUM
1 EA CYLINDER (SEE SECTION 8710)
0 XX XXXXXX XXXXXXXX XXX - XXXXX XXXX"
XXX OF ADDENDUM 1
ADDENDUM NO. 1 ADD - 2
