Exhibit 10.1
AIA Document A101-1997
Standard Form of Agreement Between Owner
and Contractor where the basis of payment is a STIPULATED SUM
AGREEMENT made as of the 30th day of May in the year of 2002 (In words, indicate
day, month and year)
BETWEEN the Owner:
(Name, address and other information)
Voyager Entertainment International, Inc.
0000 Xxxx Xxxx Xxx.
Xxx Xxxxx, Xxxxxx 00000
and the Contractor:
(Name, address and other information)
Western Architectural Services, LLC
00000 Xxxxx 000 Xxxx Xxxxx X
Xxxxxx, Xxxx 00000
The Project is:
(Name and location)
Voyager-Las Vegas
Las Vegas, Nevada
The Architect is:
(Name, address and other information)
The Owner and Contractor agree as follows.
ARTICLE I THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement, Conditions of the Contract
(General, Supplementary and other Conditions), Exhibit A as described in section
8.1.7. infra, such Drawings, Specifications, Addenda to be prepared by Owner ,
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
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agreements, either written or oral. An enumeration of the Contract Documents,
other than Modifications, appears in Article 8.
ARTICLE 2 THE WORK OF THIS CONTRACT
The Contractor shall fully execute the Work described in the Contract Documents,
except to AIA DOCUMENT AIOI-1997 the extent specifically indicated in the
Contract Documents to be the responsibility of others. OWNER-CONTRACTOR
AGREEMENT
ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
3.1 The date of commencement of the Work shall be the date of this Agreement
unless 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.) To
be determined
If, prior to the 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:
N/A
3.2 The Contract Time shall be measured from the date of commencement.
3.3 The Contractor shall achieve Substantial Completion of the entire Work not
later than days from the date of commencement, or as follows:
To be determined
,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 tune or for bonus payments for ear completion of the
Work) N/A
ARTICLE 4 CONTRACT SUM
4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the
Contractor's performance of the Contract. The Contract Sum shall be Eighteen
Million One Hundred Forty One Thousand Five Hundred Thirty Three Dollars ($
18,141.533), subject to additions and deductions as provided in the Contract
Documents.
4.2 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
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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)
Receipt of 2,812,500 shares of common stock of Voyager Entertainment
International, Inc. (the "Stock")
4.3 Unit prices, if any, are as follows: N/A
ARTICLE 5 PAYMENTS
5.1 PROGRESS PAYMENTS
5.1.1 Based upon Applications for Payment submitted to the Architect by the
Contractor and Certificates for Payment issued by the Architect, the Owner shall
make progress payments on account of the Contract Sum to the Contractor as
provided below and elsewhere in the Contract Documents.
5.1.2 The period covered by each Application for Payment shall be one calendar
month ending on the last day of the month, or as follows: Receipt of Stock at
time of execution of this contract.
5.1.3 Provided that an Application for Payment is received by the Architect not
later than the N/A day of a month, the Owner shall make payment to the
Contractor not later than the day of the 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 days after the Architect receives the
Application for Payment.
5.1.4 Each Application for Payment shall be based on the most recent schedule of
values submitted by the Contractor in accordance with the Contract Documents.
The schedule of values shall allocate the entire Contract Sum among the various
portions of the Work. The schedule of values shall be prepared in such form and
supported by such data to substantiate its accuracy as the Architect may
require. This schedule, unless objected to by the Architect, shall be used as a
basis for reviewing the Contractor's Applications for Payment.
5.1.5 Applications for Payment shall indicate the percentage of completion of
each portion of the Work as of the end of the period covered by the Application
for Payment.
5.1.6 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 Contract Sum property allocable to completed
Work as determined by multiplying the percentage completion of each
portion of the Work by the share of the Contract Sum allocated to that
portion of the Work in the schedule of values, less retainage of percent
(%).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.
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.2 Add that portion of the Contract Sum properly allocable to materials
and equipment delivered and suitably stored at the site for subsequent
incorporation in the completed construction (or, if approved in advance by
the Owner, suitably stored off the site at a location agreed upon in
writing), less retainage of percent (%);
.3 Subtract the aggregate of previous payments made by the Owner; and
.4 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.
5.1.7 The progress payment amount determined in accordance with Subparagraph
5.1.6 shall be further modified under the following circumstances:
.1 Add, upon Substantial Completion of the Work, a sum sufficient to
increase the total payments to the full amount of the Contract Sum, less
such amounts as the Architect shall determine for incomplete Work,
retainage applicable to such work and unsettled claims; and (Subparagraph
-9 8 5 of AIA Document A201-1997 requires release of applicable retainage
upon Substantial Completion of Work with consent of surety, if any.)
.2 Add, if final completion of the Work is th ereafter materially delayed
through no fault of the Contractor, any additional amounts payable in
accordance with Subparagraph 9.10.3 of AIA Document A201-1997.
5.1.8 Reduction or limitation of retainage, if any, shall be as follows:
(If it is intended prior to Substantial Completion of the entire Work, to reduce
or limit the retainage resulting from the percentages inserted in Clauses
5.1.6.1 and 5.1.6.2above, and this is not explained elsewhere in the Contract
Documents, insert here provisions for such reduction or limitation.) N/A
5.1.9 Except with the Owner's prior approval, the Contractor shall not make
advance payments to suppliers for materials or equipment which have not been
delivered and stored at the site.
5.2 FINAL PAYMENT
5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum,
shall be made by the Owner to the Contractor when:
.1 the Contractor has fully performed the Contract except for the
Contractor's responsibility to correct Work as provided in 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.
5.2.2 The Owner's final payment to the Contractor shall be
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made no later than 30 days after the issuance of the Architect's final
Certificate for Payment, or as follows:
ARTICLE 6 TERMINATION OR SUSPENSION
6.1 The Contract may be terminated by the Owner or the Contractor as provided in
Article 14 of AIA Document A201-1997.
6.2 The Work may be suspended by the Owner as provided in Article 14 of AIA
Document A201-1997.
ARTICLE 7 MISCELLANEOUS PROVISIONS
7.1 Where reference is made in this Agreement to a provision of AIA Document
A201-1997 or another Contract Document, the reference refers to that provision
as amended or supplemented by other provisions of the Contract Documents.
7.2 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.)
N/A
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
requirement such as written disclosures or waivers)
7.3 The Owner's representative is: (Name, address And other -information)
Xxxxxxx Xxxxxxxx
7.4 The Contractor's representative is:
(Name, address and other information) Xxxxx Xxxxx
7.5 Neither the Owner's nor the Contractor's representative shall be changed
without ten days written notice to the other party.
7.6 Other provisions:
N/A
ARTICLE 8 ENUMERATION OF CONTRACT DOCUMENTS
8.1 The Contract Documents, except for Modifications issued after execution of
this Agreement, are enumerated as follows:
8.1.1 The Agreement is this executed 1997 edition of the Standard Form of
Agreement Between Owner and Contractor, AIA Document A101-1997.
8.1.2 The General Conditions are the 1997 edition of the General Conditions of
the Contract for Construction, AIA Document A201-1997.
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8.1.3 The Supplementary and other Conditions of the Contract are those contained
in the Project Manual dated, and are as follows:
Document Title Pages
To be provided by Owner
8.1.4 The Specifications are those contained in the Project Manual dated as in
Subparagraph 8.1.3, and are as follows: (Either list the Specifications here or
refer to an exhibit attached to this Agreement.)
Section Title Pages
To be provided by Owner
8.1.5 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
To be provided by Owner
8.1.6 The Addenda, if any, are as follows:
Number Date Pages
To be provided by Owner
Portions of Addenda relating to bidding requirements are not part of the
Contract Documents unless the bidding requirements are also enumerated in this
Article 8.
8.1.7 Other documents, if any, forming part of the Contract Documents are as
follows: (List here any additional documents 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 Contractors 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.)
See attached hereto Exhibit A delineating the scope of work contracted which is
incorporated herein by this reference.
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.
/S/XXXXXXXX XXXXXXXX /S/XXXXX X XXXXX
------------------------------- ----------------------------------------
OWNER (Signature) CONTRACTOR
(Signature)
Xxxxxxx Xxxxxxxx President Manager
(Printed name and title) (Printed name and title)
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