Document A105TM – 2007

1 Document A105TM 2007 Standard form of agreement between owner and Contractor for a Residential or Small Commercial Project Init. / AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document , or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This Document was produced by AIA software at 13:18:14 on 11/17/2014 under Order which expires on 06/29/2015, and is not for resale. User Notes: (1917864806) 1 ADDITIONS AND DELETIONS: The author of this Document has added information needed for its completion. The author may also have revised the text of the original AIA standard form . An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.

2 A vertical line in the left margin of this Document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This Document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. State or local law may impose requirements on contracts for home improvements. If this Document will be used for W ork on the owner s residence, the owner should consult local authorities or an attorney to verify requirements applicable to this agreement . agreement made as of the _____ day of _____ in the year 2014 (In words, indicate day, month and year) between the owner : (Name, address and other information) _____ _____ _____ _____ Attn: _____ and the Contractor: (Name, address and other information) _____ _____ _____ _____ Attn: _____ for the following Project: (Name, location and detailed description) _____ _____ _____ The Architect: (Name, address and other information) N/A The owner and Contractor agree as follows.

3 #12051127 11/17/2014 AIA CONTRACT DOCUMENTS ARE COPYRIGHTED BY THE AMERICAN INSTITUTE OF ARCHITECTS. SAMPLES OF AIA CONTRACT DOCUMENTS ARE PROVIDED PURSUANT TO A SPECIAL, NON-TRANSFERABLE AND LIMITED LICENSE GRANTED TO BRUCE MERWIN, ESQ. BY THE AMERICAN INSTITUTE OF ARCHITECTS ON NOVEMBER 14, 2014. Init. / AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document , or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This Document was produced by AIA software at 13:18:14 on 11/17/2014 under Order which expires on 06/29/2015, and is not for resale. User Notes: (1917864806) 2 TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION DATE 3 CONTRACT SUM 4 PAYMENT 5 INSURANCE 6 GENERAL PROVISIONS 7 owner 8 CONTRACTOR 9 ARCHITECT 10 CHANGES IN THE WORK 11 TIME 12 PAYMENTS AND COMPLETION 13 PROTECTION OF PERSONS AND PROPERTY 14 CORRECTION OF WORK 15 MISCELLANEOUS PROVISIONS 16 TERMINATION OF THE CONTRACT 17 OTHER TERMS AND CONDITIONS ARTICLE 1 THE CONTRACT DOCUMENTS The Contractor shall complete the Work described in the Contract Documents for the Project.

4 The Contract Documents consist of .1 this agreement signed by the owner and Contractor; .2 the Proposal attached hereto as Exhibit A and made part hereof. (Paragraphs deleted) (Table deleted) .3 addenda prepared by the Architect as follows: Number Date Pages None .4 written orders for changes in the Work issued after execution of this agreement ; and .5 other documents, if any, identified as follows: Exhibit "B" Intentionally Deleted Init. / AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document , or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This Document was produced by AIA software at 13:18:14 on 11/17/2014 under Order which expires on 06/29/2015, and is not for resale.

5 User Notes: (1917864806) 3 ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION The number of calendar days available to the Contractor to substantially complete the Work is the Contract Time. The date of commencement of the Work shall be the date of this agreement unless otherwise indicated below. (Insert the date of commencement, if it differs from the date of this agreement .) The date of commencement is _____. The actual date of Substantial Completion shall be _____, subject to adjustment as provided in Articles 10 and 11. The actual date of Final Completion shall be _____ (__) days following Substantial Completion, subject to adjustment as provided in Articles 10 and 11. (Paragraph deleted) Contractor has satisfied itself that the dates of Substantial Completion and Final Completion as set forth above have been determined so as to provide sufficient time for Contractor to substantially complete and then finally complete the Work within such time periods.

6 The Contractor will provide sufficient supervision, labor, equipment and materials to assure the most efficient and expeditious construction process. If the Contractor is behind schedule to such an extent that the Contractor will be unable to meet either of the completion dates set forth above, as such dates may be extended pursuant to the terms of this agreement , the Contractor shall employ such additional forces, obtain such additional equipment, employ such additional supervision and pay such additional overtime wages as may be required to place the progress of the Work on schedule, as required for timely Substantial Completion and Final Completion. ARTICLE 3 CONTRACT SUM Subject to additions and deductions in accordance with Article 10, the Contract Sum is: $_____. For purposes of payment, the Contract Sum includes the following values related to portions of the Work: (Itemize the Contract Sum among the major portions of the Work.) Portion of Work Value Unit prices, if any, are as follows: (Identify and state the unit price; state the quantity limitations, if any, to which the unit price will be applicable.)

7 Item Units and Limitations Price per Unit Allowances included in the Contract Sum, if any, are as follows: (Identify allowance and state exclusions, if any, from the allowance price.) Item Price The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and hereby accepted by the owner : (State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the owner to accept other alternates 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.) The Contract Sum shall include all items and services necessary for the proper execution and completion of the Work. Init. / AIA Document A105 2007 (formerly A105 1993 and A205 1993). Copyright 1993 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by Copyright Law and International Treaties.

8 Unauthorized reproduction or distribution of this AIA Document , or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This Document was produced by AIA software at 13:18:14 on 11/17/2014 under Order which expires on 06/29/2015, and is not for resale. User Notes: (1917864806) 4 ARTICLE 4 PAYMENT The owner shall pay the Contractor, in accordance with Article 12, as follows: (Insert below timing for payments and provisions for withholding retainage, if any.) Payment shall be made based on Contractor s invoice(s) within ten (10) days following owner s approval of Final Completion of the Work. owner shall have the right to pay Contractor within ten (10) days following Substantial Completion with a sum sufficient to increase the total payment in the amount of one hundred percent (100%) of the Contract Sum, less such amounts as the owner shall determine for incomplete and unsettled claims as provided in the Contract Documents, including the value assigned to punchlist items as described below; provided however, that the provisions of this Article 4 are subject to the provisions of Section If owner makes a payment following Substantial Completion, owner shall be entitled to retain 150% of the value assigned to punchlist items by owner .

9 Provided that Contractor has been paid by owner all sums (or the applicable portion thereof) due to Contractor pursuant to the agreement (other than under the circumstances of Section hereof), Contractor shall not voluntarily permit any laborer s, materialmen s, mechanic s, or other similar liens to be filed or otherwise imposed on any part of the Work or the property on which the Work is performed. If any laborer s, materialmen s, mechanic s, or other similar lien or claim thereof is filed or otherwise imposed against the Property, Contractor, within thirty (30) days after actual notice to Contractor of the filing of such lien or other imposition thereof, shall cause such lien to be released or otherwise discharged, except as to liens which Contractor is contesting in good faith by appropriate action diligently pursued, provided Contractor has notified owner of the nature of such lien and informed owner of the type of action being pursued by Contractor and, if requested by owner , has provided owner with a surety bond reasonably satisfactory to owner , sufficient to cover such claim in the event Contractor is unsuccessful in contesting same or has made other arrangements reasonably satisfactory to owner .

10 If, however, Contractor, within the aforesaid thirty (30) day period, does not cause such lien either to be released and discharged forthwith or contests same in the manner provided hereinabove, then owner shall have the right to pay all sums necessary to obtain such release and discharge and reduce the Contract Sum by the amount of such payments made by owner . Contractor shall indemnify, defend and hold harmless owner from all claims, losses, demands, causes of action or suits of whatever nature arising out of any such lien or that part of the Work covered thereby. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the owner to the Contractor within ten (10) days after .1 the Contractor has fully performed the Contract as confirmed by the owner except for the Contractor s responsibility to correct Work as provided in Article 14, and to satisfy other requirements, if any, which extend beyond final payment.