Construction Services With General Conditions Agreement Between Owner And Contractor

CONSTRUCTION SERVICES

WITH GENERAL CONDITIONS

AGREEMENT

BETWEEN OWNER

AND CONTRACTOR

This Document has important legal and insurance consequences; consultation with an attorney and insurance consultants and carriers is encouraged with respect to its completion or modification.



AGREEMENT



Made this 5th day of April in the year of Two Thousand and Seven.



BETWEEN: TULSAT, 1221 E. Houston Street. Broken Arrow, Oklahoma 74012, the Owner and



B. R. Hutson, Inc. 1909 N. Yellowood Ave, Broken Arrow, Oklahoma 74012, the Contractor.



For services in connection with Construction of the following described Project:



Construct a 62,500 Sq. Ft. Warehouse approximately 241 LF south of the existing warehouse on your property in Broken Arrow, Oklahoma.



The Owner and the Contractor agree as set forth below:



INDEX

ARTICLE PAGE

1 The Construction Team and Extent of Agreement 2

2 Contractor's Responsibilities 2

3 Owner's Responsibilities 4

4 Subcontracts 4

5 Contract Time Schedule 5

6 Guaranteed Maximum Price 5

7 Contractor's Fee 6

8 Cost of the Project 6

9 Changes in the Project 8

10 Discounts 9

11 Payments to the Contractor 9

12 Insurance Indemnity and Waiver of Subrogation 10

13 Termination of the Agreement and Owner's Right to 13

Perform Contractor's Obligations

14 Assignment and governing Law 13

15 Miscellaneous Provision 14

16 Arbitration 14





ARTICLE 1



The Construction Team and Extent of Agreement



THE CONTRACTOR accepts the relationship of trust and confidence established between him and the Owner by this Agreement. Contractor agrees to furnish the construction services set forth herein and agrees to furnish efficient business administration and superintendence, and to use his best efforts to complete the Project in the best and soundest way and in the most expeditious and economical manner consistent with the interests of the Owner.



1.1 The Construction Team: The Contractor and the Owner, called the "Construction Team" shall work from the beginning of the Project through construction completion.



1.2 Extent of Agreement: This Agreement represents the entire agreement between the Owner and the Contractor and supersedes all prior negotiations, representations or agreements. This Agreement shall not be superseded by any provisions of the documents for construction and may be amended only by written instrument signed by both Owner and Contractor.



1.3 Definitions: The Project is the total construction of the Building, constructed per the Drawings and Specifications of which the Work is a part. The Work comprises the completed construction required by the Drawings and Specifications. The term day shall mean calendar day unless otherwise specifically designated.









ARTICLE 2



Contractor's Responsibilities



2.1 Contractor's Services



2.1.1 The Contractor shall be responsible for furnishing the construction of the Project. The Owner and Contractor shall develop a construction phase schedule and the Owner shall be responsible for prompt decisions and approvals so as to maintain the approved schedule.





2.1.2 The Contractor will secure permits necessary for the construction of the Project.





2.2 Responsibilities With Respect to Construction



2.2.1 The Contractor will provide all construction supervision, inspection, labor, materials, tools, construction equipment and subcontracted items necessary for the execution and completion of the Project.



2.2.2 The Contractor will pay all sales, use, gross receipts and similar taxes related to the Work provided by the Contractor which have been legally enacted at the time of execution of this Agreement and for which the Contractor is liable.



2.2.3 The Contractor will prepare and submit for the Owner's approval an estimated progress schedule for the Project. This schedule shall indicate the dates for the starting and completion of the various stages of the design and construction. It shall be revised as required by the conditions of the Work and those conditions and events which are beyond the Contractor's control.



2.2.4 The Contractor shall at all times keep the premises free from the accumulation of waste materials or rubbish caused by his operations. At the completion of the Work, he shall remove all of his waste material and rubbish from and around the Project as well as all his tools, construction equipment, machinery and surplus materials.



2.2.5 The Contractor will give all notices and comply with all laws and ordinances legally enacted at the date of execution of the Agreement, which govern the proper execution of the Work.





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2.2.6 The Contractor shall take necessary precautions for the safety of his employees on the Work, and shall comply with all applicable provisions of federal, state and municipal safety laws to prevent accidents or injury to person on, about or adjacent to the Project site. He shall erect and properly maintain, at all times, as required by the conditions and progress of Work, necessary safeguards for the protection of workmen and the public. It is understood and agreed, however, that the Contractor shall have no responsibility for the elimination or abatement of safety hazards created or otherwise resulting from Work at the job site carried on by other persons or firms directly employed by the Owner as separate contractors or by the Owner's tenants, and the Owner agrees to cause any such separate contractors and tenants to abide by and fully adhere to all applicable provisions of federal, state and municipal safety laws and regulations and to comply with all reasonable requests and directions of the Contractor for the elimination or abatement of any such safety hazards at the job site.



2.2.7 The Contractor shall keep such full and detailed accounts as may be necessary for proper financial management under this Agreement. The system shall be satisfactory to the Owner, who shall be afforded access to all the Contractor's records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda and similar data relating to this Agreement. The Contractor shall preserve all such records for a period of three years after the final payment or longer where required by law.



2.3 Royalties and Patents



2.3.1 The Contractor shall pay all royalties and license fees for materials, methods and systems incorporated in the work. He shall defend all suits or claims for infringement of any patent rights and shall save the Owner harmless from loss on account thereof except when a particular design, process or product is specified by the Owner. In such case the Contractor shall be responsible for such loss only if he has reason to believe that the design, process or product so specified is an infringement of a patent, and fails to give such information promptly to the Owner.



2.4 Warranties and Completion



2.4.1 The Contractor warrants to the Owner that all materials and equipment furnished under this Agreement will be new, unless otherwise specified, and that all Work will be of good quality, free from improper workmanship and defective materials and in conformance with the Drawings and Specifications. The Contractor agrees to correct all Work performed by him under this Agreement which proves to be defective in material and workmanship within a period of one year from the Date of Substantial Completion as defined in Paragraph 5.2, or for such longer periods of time as may be set forth with respect to specific warranties contained in the Specifications.



2.4.2 The Contractor will secure required certificates of inspection, testing or approval and deliver them to the Owner.



2.4.3 The Contractor will collect all written warranties and equipment manuals and deliver them to the Owner.



2.4.4 The Contractor with the assistance of the Owner's maintenance personnel, will direct the checkout of utilities and operations of systems and equipment for readiness, and will assist in their initial start-up and testing.





2.5 Additional Services



2.5.1 The Contractor will provide the following additional services upon the request of the Owner. A written agreement between the Owner and Contractor shall define the extent of such additional services and the amount and manner in which the Contractor will be compensated for such additional services.



2.5.2 Services related to investigation, appraisals or evaluations of existing conditions, facilities or equipment, or verification of the accuracy of existing drawings or other Owner furnished information.



2.5.3 Services related to Owner furnished equipment, furniture and furnishings which are not a part of this Agreement.



2.5.4 Services for tenant or rental spaces not a part of this Agreement.



2.5.5 Obtaining and training maintenance personnel or negotiating maintenance service contract.







3.











ARTICLE 3



Owner's Responsibility



3.1 The Owner shall provide full information regarding his requirements for the Project.



3.2 The Owner shall designate a representative who shall be fully acquainted with the Project, and has authority to approve changes in the scope of the Project, render decisions promptly, and furnish information expeditiously and in time to meet the dates set forth in Subparagraph 2.2.3.



3.3 the Owner shall furnish for the site of the Project all necessary surveys describing the physical characteristics, soils reports and subsurface investigations, legal limitations, utility locations, and a legal description.



3.4 The Owner shall secure and pay for necessary approvals, easements, assessments and charges required for the construction, use, or occupancy of permanent structures or for permanent changes in existing facilities.



3.5 The Owner shall furnish such legal services as may be necessary for providing the items set forth in Paragraph 3.4, and such auditing services as he may require.



3.6 If the Owner becomes aware of any fault or defect in the Project or non-conformance with the Drawings or Specifications, he shall give prompt written notice thereof to the Contractor.



3.7 The Owner shall bear the costs of any bonds that may be required.



3.8 The services and information required by the above paragraphs shall be furnished with reasonable promptness at the Owner's expense and the Contractor shall be entitled to rely upon the accuracy and the completeness thereof.



3.9 The Owner shall furnish reasonable evidence satisfactory to the Contractor, prior to commencing Work and at such future times as may be required, that sufficient funds are available and committed for the entire cost of the Project. Unless such reasonable evidence is furnished, the Contractor is not required to commence or continue any Work, or may, if such evidence is not presented within a reasonable time, stop Work upon 15 days notice to the Owner. The failure of the Contractor to insist upon the providing of this evidence at any one time shall not be a waiver of the Owner's obligation to make payments pursuant to this Agreement nor shall it be a waiver of the Contractor's right to request or insist that such evidence be provided at a later date.



3.10 The Owner shall have no contractual obligation to the Contractor's Subcontractors and shall communicate with such Subcontractors only through the Contractor.











ARTICLE 4



Subcontracts



4.1 All portions of the Work that the Contractor does not perform with his own forces shall be performed under subcontract.



4.2 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform any Work in connection with the Project. The term Subcontractor does not include any separate contractor employed by the Owner or the separate contractors' subcontractors.



4.3 No contractual relationship shall exist between the Owner and any Subcontractor. The Contractor shall be responsible for the management of the Subcontractors in the performance of their work.









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ARTICLE 5



Contract Time Schedule



5.1 The Work to be performed under this Agreement shall be commenced on or about One Week from receipt of Building Permit and Owners Authorization to proceed with the work and shall be substantially completed on or about 180 Calendar Days from the start date.



5.2 The Date of Substantial Completion of the Project or a designated portion thereof is the date when construction is sufficiently complete in accordance with the Drawings and Specifications so the Owner can occupy or utilize the Project or designated portion thereof for the use for which it is intended. Warranties called for by this Agreement or by the Drawings and Specifications shall commence on the Date of Substantial Completion of the Project or designated portion thereof. This date shall be established by a Certificate of Substantial Completion signed by the Owner and Contractor and shall state their respective responsibilities for security, maintenance, heat, utilities, damage to the Work and insurance. This Certificate shall also list the items to be completed or corrected and fix the time for their completion and correction.



5.3 If the Contractor is delayed at any time in the progress of the Project by any act or neglect of the Owner or by any separate contractor employed by the Owner, or by changes ordered in the Project, or by labor disputes, fire, unusual delay in transportation, adverse weather conditions not reasonably anticipatable, unavoidable casualties, or any cause beyond the Contractor's control, or a delay authorized by the Owner pending arbitration, then the Date of Substantial Completion shall be extended by Change Order for the period of time caused by such delay.



ARTICLE 6



Guaranteed Maximum Price



6.1 The Contractor guarantees that the maximum price to the Owner for the cost of the Project as set forth in Article 8, and the Contractor ?s Fee as set forth in Article 7, will not exceed $1,636,965.00 , which sum shall be called the Guaranteed Maximum Price .



6.2 The Guaranteed Maximum Price is based upon laws, codes, and regulations in existence at the date of its establishment and upon the Drawings, and Specifications as set forth below:

A. B. R. Hutson, Inc. drawings No. 07-15, sheets Cover Sheet, SP1-SP2, A1-A3, S1-S2, P1,M1, and E1-E2 all dated 3-9-07, which are marked Exhibit A.

B. NRS Inc. Civil drawing sheets C1 - C5 dated 3-9-07, which are marked Exhibit A.

C. Outline Specifications pages 1-4 dated 4-5-07 which are marked Exhibit B.







6.3 The Guaranteed Maximum Price will be modified for delays caused by the Owner and for Changes in the Project, all pursuant to Article 9.



6.4 Allowances included in the Guaranteed Maximum Price are as set forth below:















6.5 Whenever the cost is more than or less than the Allowance, The Guaranteed Maximum Price shall be adjusted by Change Order.









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ARTICLE 7



Contractor's Fee



7.1 In consideration of the performance of the Agreement, the Owner agrees to pay to the Contractor in current funds as compensation for his services a Fee as follows:



Ten percent (10%) of the total cost of the project as defined in Article 8.



7.2 Adjustment in Fee shall be made as follows:


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