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
AGREEMENT made as of the Sixth day of April in the year
Two Thousand and Five
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(Name,
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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. 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.
This document
is not intended for use in competitive bidding.
AIA Document
A201-1997, General Conditions of the Contract for Construction, is
adopted in this document by reference. Do not use with other
general conditions unless this document is modified.
This document
has been approved and endorsed by the Associated General
Contractors of America.
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Colorado
Springs, CO 80906
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(Name,
address and other information)
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Sprung
Construction, Inc., Subchapter S Corporation
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Tollgate Casino
and Hotel
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(Name,
address and other information)
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The
Owner and Contractor agree as follows.***REFER TO EXHIBIT
F****
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AIA Document A111 ™ -
1997. Copyright © 1920, 1925, 1951, 1958,
1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AIA®
Document Is protected by U.S. 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 06:43:58 on 04/19/2005 under Order
No.1000139146_1 which expires on 9/29/05, and is not for
resale.
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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.
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.)
The date of
commencement shall be established by the completion of all of the
following:
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1.
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Receipt of
required building permits
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2.
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Receipt of
contract signed by all parties
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3.
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Proof of
financing by Owner
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4.
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Written Notice
to Proceed from Owner to Contractor (Exhibit H)
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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 100 days 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.)
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Substantial Completion date
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, 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.)
***LIQUIDATED
DAMAGES IN THE AMOUNT OF $300/DAY AFTER 100 DAYS.***
ARTICLE
5 BASIS FOR PAYMENT
§
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:
(State a
lump sum, percentage of Cost of the Work or other provision for
determining the Contractor's Fee, and
describe
the method of adjustment of the Contractor's Fee for changes in the
Work.)
Contractor's
Fee shall be 5% of the Cost of the Work
Contractor's
Fee shall be adjusted by the above amount on all additive change
orders.
§
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 toexceed
One Million,
One Hundred, Eighty-One Thousand, One Hundred, Eighteen Dollars
(1,181,118.00)
), 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.)
If at the
conclusion of the project, the fiinal cost of the project is less
than the amount in 5.2.1 (less Contractor's Fee) and as adjusted by
approved change orders, the Contractor and Owner s hall share the
savings on the project with 50% to the Owner and 50% to
Contractor.
§
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.)
§
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.)
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Allowance
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Amount
($ 0.00)
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Included items
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Refer to
attached Exhibit D
§
5.2.5 Assumptions,
if any, on which the Guaranteed Maximum Price is based are as
follows:
Refer to
attached Exhibit F
§
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 for 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, all 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 Section 7.3.3 of AIA
Document A201-1997.
§
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 Section 7.3.3.3 of AIA Document A201-1997 and
the terms "costs" and "a reasonable allowance for overhead and
profit" as used in Section 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 Section 5.1.2 of this Agreement.
§
6.4 If no specific
provision is made in Section 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 Section 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.
§
7.2.1 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 Contractor's 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.)
See Exhibit
E
§
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 Sections
7.2.1 through 7.2.3.
§7.3 SUBCONTRACT COSTS
§
7.3.1 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 Section 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 petty 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 attributed 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 Section 13.5.3 of AIA Document
A201-1997 or other provisions of the Contract Documents, and which
do not fall within the scope of Section 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 cost 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
Section 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.
§
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
§
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 Section 10.6 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. (included in GMP)
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 Sections 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
Section 7.5.2.
§
8.1.6 Except as
provided in Section 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 Section
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.
§
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 First day of a month, the Owner shall make payment to the
Contractor not later than the Fifteenth day of the same 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 Fifteen ( 15 ) days after the Architect receives the
Application for Payment.
§
12.1.4 With each
Application for Payment, the Contractor shall submit payrolls,
petty 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 (***WEEKLY*** 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:
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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 Section 7.3.8 of AIA Document
A201-1997;
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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;
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.3 add the Contractor's Fee, less retainage of
***TEN PERCENT (10%) OF PRIMARY SUBCONTRACTORS, UP TO 50%
COMPLETION ONLY*** ).The Contractor's Fee shall
be computed upon the Cost of the Work described in the two
preceding Clauses at the rate stated in Section 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;
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subtract the
aggregate of previous payments made by the Owner;
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subtract the
shortfall, if any, indicated by the Contractor in the documentation
required by Section 12.1.4 to substantiate prior Applications for
Payment, or resulting from errors subsequently discovered by the
Owner's accountants in such documentation; and
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subtract
amounts, if any, for which the Architect has withheld or nullified
a Certificate for Payment as provided in Section 9.5 of AIA
Document A201-1997.
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§
12.1.8 Except with
the Owner's prior approval, payments to Subcontractors shall be
subject to retainage of not less than Ten percent ( 10.00% ). 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 Section 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.
§
12.2.1 Final
payment, constituting the entire unpaid balance of the Contract
Sum, shall be made by the Owner to
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the Contractor
has fully performed the Contract except for the Contractor's
responsibility to correct Work as provided in Section 12.2.2 of AIA
Document A201-1997, and to satisfy other requirements, if any,
which extend beyond final payment; and
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a final
Certificate for Payment has been issued by the
Architect.
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§
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 Section 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 Section 9.5.1 of the AIA Document
A201-1997. The time periods stated in this Section 12.2.3 supersede
those stated in Section 9.4.1 of the AIA Document
A201-1997.
§
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 Section 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 A201-1997.
However, the amount to be paid to the Contractor under Section
14.1.3 of AIA Document A201-1997 shall not exceed the amount the
Contractor would be entitled to receive under Section 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 Section 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 Section 5.1.2 or, if the
Contractor's Fee is stated as a fixed sum in that Section, 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 Section 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
A201-1997; in such case, the Guaranteed Maximum Price and Contract
Time shall be increased as provided in Section 14.3.2 of AIA
Document A201-1997 except that the term "profit" shall be
understood to mean the Contractor's Fee as described in Sections
5.1.2 and Section 6.4 of this Agreement.
ARTICLE
14 MISCELLANEOUS PROVISIONS
§
14.1 Where reference
is made in this Agreement to a provision AIA Document A201-1997 or
another Contract
Document, the
reference refers to that provision as amended or supplemented by
other provisions of the Contract
§
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
(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.)
§
14.3 The Owner's
representative is:
(Name,
address and other information.)
1263 A Lake
Plaza Dr. Ste. A
Colorado
Springs, CO 80906
§
14.4 The
Contractor's representative is:
(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.
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 Al11-1997.
§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 , and are as
follows:
§
15.1.4 The
Specifications are those contained in the Project Manual dated as
in Section 15.1.3, and are as follows: (Either list the
Specifications here or refer to an exhibit attached to this
Agreement.) Title of Specifications exhibit: Exhibit A and
Exhibit F
§
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.) Title of Drawings exhibit:
Exhibit A
§
15.1.6 The Addenda,
if any, are as follows:
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.)
All Exhibits
shown in Attachment A are incorporated into this
contract
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.)
|
Type of
insurance
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Limit
of liability ($ 0.00)
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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.
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/s/ Richard Rabin
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/s/ Tom Sprung
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-12-
Additions and Deletions Report
for
AIA
® Document A111™ -1997
This Additions
and Deletions Report, as defined on page 1 of the associated
document, reproduces below all text the author has added to the
standard form AIA document in order to complete it, as well as any
text the author may have added to or deleted from the original AIA
text. Added text is shown underlined. Deleted text is indicated
with a horizontal line through the original AIA text.
Note: This
Additions and Deletions Report is provided for information purposes
only and is not incorporated into or constitute any part of the
associated AIA document. This Additions and Deletions Report and
its associated document were generated simultaneously by AIA
software at 06:43:58 on 04/19/2005.
AGREEMENT made
as of the Sixth day of April in the year Two
Thousand and Five
Colorado
Springs. CO 80906
Sprung
Construction. Inc., Subchapter S Corporation
Tollgate
Casino and Hotel
The
Owner and Contractor agree as follows . follows.***REFER
TO EXHIBIT F****
ARTICLE 1 THE CONTRACT
DOCUMENTS
ARTICLE 1 THE CONTRACT
DOCUMENTS
The date of
commencement shall be established by the completion of all of the
following:
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1.
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Receipt of
required building permits
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2.
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Receipt of
contract signed by all parties
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3.
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Proof of
financing by Owner
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4.
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Written
Notice to Proceed from Owner to Contractor (Exhibit
H)
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§
4.3 The Contractor
shall achieve Substantial Completion of the entire Work not later
than 100 days days from the date of commencement, or
as follows:
***LIQUIDATED DAMAGES IN THE AMOUNT OF $300/DAY
AFTER 100 DAYS.***
Contractor's
Fee shall be 5% of the Cost of the Work
Contractor's
Fee shall be adjusted by the above amount on all additive change
orders.
§
5.2.1 The sum of the
Cost of the Work and the Contractor's Fee is guaranteed by the
Contractor not to exceed —($ ), 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.toexceed One
Million. One Hundred. Eighty-One Thousand. One Hundred. Eighteen
Dollars (1.181.118.00)
). 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.
If at the
conclusion of the project, the fiinal cost of the project is less
than the amount in 5.2.1 (less Contractor's Fee) and as adjusted by
approved change orders, the Contractor and Owner s hall share the
savings on the project with 50% to the Owner and 50% to
Contractor.
Refer to
attached Exhibit D
Refer to
attached Exhibit F
§
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.
approval.
§
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. (included in GMP)
§
12.1.3 Provided that
an Application for Payment is received by the Architect not later
than the First day of a month, the Owner shall make payment
to the Contractor not later than the Fifteenth day of the
same 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 Fifteen ( 15 ) days after
the Architect receives the Application for Payment.
§
12.1.4 With each
Application for Payment, the Contractor shall submit payrolls,
petty 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 (3) (***WEEKLY*** payrolls for the
period covered by the present Application for Payment.
.3 add the Contractor's Fee, less retainage of(
***TEN PERCENT (10%) OF PRIMARY SUBCONTRACTORS. UP
TO 50% COMPLETION ONLY*** ).The Contractor's Fee shall be
computed upon the Cost of the Work described in the two preceding
Clauses at the rate stated in Section 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;
§
12.1.8 Except with
the Owner's prior approval, payments to Subcontractors shall be
subject to retainage of not less than Ten percent (
10.00% ). The Owner and the Contractor shall agree upon a
mutually acceptable procedure for review and approval of payments
and retention for Subcontractors.
1263 A Lake
Plaza Dr. Ste. A
Colorado
Springs. CO 80906
Title of
Specifications exhibit: Exhibit A and Exhibit F
Title of
Drawings exhibit: Exhibit A
All Exhibits
shown in Attachment A are incorporated into this
contract
PAGE
12
-5-
Certification of Document's
Authenticity
AIA ® Document D401™ -
2003
I, Thomas A.
Sprung, hereby certify, to the best of my knowledge, information
and belief, that I created the attached final document
simultaneously with its associated Additions and Deletions Report
and this certification at 06:43:58 on 04/19/2005 under Order No.
1000139146_1 from AIA Contract Documents software and that in
preparing the attached final document I made no changes to the
original text of AIA® Document Al11™ - 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, as published by the AIA in its software,
other than those additions and deletions shown in the associated
Additions and Deletions Report.
-1-
Sprung Construction
ATTACHMENT
1
EXHIBITS
Exhibit A
Enumeration of Contract
Documents
Exhibit B
Application and Certification for
Payment
Exhibit C
Soft Cost Checklist
Exhibit E
Additional Provisions
Exhibit F
Clarifications and
Qualifications
Exhibit H
Notice to Proceed
Exhibit I
Insurance Requirements
Exhibit J
Warranty Letter
Exhibit L
Standard Rate Schedule
Owner ________
Contractor _________
EXHIBIT
"A"
ENUMERATION OF CONTRACT
DOCUMENTS
The Contract
Documents defined in Article 1 consist of all of the documents
listed below, including the General Conditions of the Contract, AIA
201 and the Agreement Between Owner and Contractor for construction
of Tollgate Casino and Hotel, Phase I, dated March 18,
2005.
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Sheet
Index/Abbreviations
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Grading &
Erosion Control Plan
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Storm Sewer
Plan & Profile
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Storm Sewer
Plan & Profile
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Utility
Drainage & Improvements
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Spring Street
Plan & Profile
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First &
Second Floor Mezzanine Floor
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Lower Level RCP
Demo Plan
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First Floor RCP
Demo Plan
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Second Floor
RCP Demo Plan
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First &
Second Floor Mezzanine Floor
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First &
Second Floor Mezzanine
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Enlarged Hotel
Unit Plans and RCP
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Enlarged Hotel
Unit Plans and RCP
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Enlarged Hotel
Unit Plans and RCP
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Enlarged Hotel
Unit Plans and RCP
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Enlarged Hotel
Unit Plans and RCP
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Enlarged Hotel
Unit Plans and RCP
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Enlarged Hotel
Unit Plans and RCP
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Enlarged Hotel
Unit Plans and RCP
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Enlarged Hotel
Unit Plans and RCP
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Enlarged Hotel
Unit Plans and RCP
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Enlarged Hotel
Unit Plans and RCP
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Enlarged Hotel
Unit Plans and RCP
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First and
Second Floor Mezzanine RCP
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Masonry Bearing
Points and Lintel
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Masonry Bearing
Points and Lintel
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Wall Types and
Assemblies
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S1.2
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Inspection
Schedules and Abbreviations
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03/15/05
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S1.3
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Steel
Connection Schedules
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03/15/05
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S1.4
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Schedules
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03/15/05
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S1.5
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Masonry Opening
Reinforcing
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03/15/05
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S2.1
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Foundation/Basement Plan
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03/15/05
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S2.2
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First Floor
Framing Plan
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03/15/05
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S2.3
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Second Floor
Framing Plan
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03/15/05
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S2.4
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Roof Framing
Plan
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03/15/05
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S2.5
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Bridge Floor
and Roof Framing Plans
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and
Details
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03/15/05
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S3.1
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Foundation
Details
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03/15/05
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S3.2
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Foundation
Details
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03/15/05
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S4.1
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Floor Framing
Sections
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03/15/05
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S4.2
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Floor Framing
Sections
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03/15/05
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S4.3
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Floor Framing
Sections
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03/15/05
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S5.1
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Roof Framing
Sections
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03/15/05
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S5.2
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Roof Framing
Sections
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03/15/05
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Mechanical
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M0.0
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HVAC Legend and
Drawing List
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03/15/05
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M1.0
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Lower Level
HVAC Demolition Plan
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03/15/05
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M1.1
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First Floor
HVAC Demolition Plan
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03/15/05
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M1.2
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Second Floor
HVAC Demolition Plan
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03/15/05
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M1.2A
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Mezzanine HVAC
Demolition Plan
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03/15/05
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M1.3
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Roof HVAC
Demolition Plan
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03/15/05
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M2.0
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Lower Level
HVAC Plan
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03/15/05
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M2.1
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First Floor
HVAC Plan
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03/15/05
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M2.2
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Second Floor
HVAC Plan
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03/15/05
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M2.2A
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Mezzanine HVAC
Plans
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03/15/05
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M2.3
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Roof HVAC
Plan
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03/15/05
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M5.0
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HVAC Equipment
Schedules
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03/15/05
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M5.1
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HVAC Equipment
Schedules
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03/15/05
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Plumbing
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P0.0
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Plumbing Legend
& Drawing List
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03/15/05
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P1.0
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Lower Level
Plumbing Demolition Plan
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03/15/05
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P1.1
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First Floor
Plumbing Demolition Plan
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03/15/05
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P1.2
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Second Floor
Plumbing Demolition Plan
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03/15/05
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P1.2A
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Mezzanine
Plumbing Demolition Plans
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03/15/05
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P2.0
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Lower Level
Plumbing Plan
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03/15/05
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P2.1
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First Floor
Plumbing Plan
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03/15/05
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P2.2
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Second Floor
Plumbing Plan
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03/15/05
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P2.2A
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Mezzanine
Plumbing Plans
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03/15/05
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P2.3
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Roof Plumbing
Plan
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03/15/05
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P3.0
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Enlarged
Plumbing Plans
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03/15/05
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P5.0
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Plumbing
Schedules
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03/15/05
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Electrical
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E1.0
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Lower Level
Power Plan
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03/15/05
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E1.1
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Lower Level
Lighting Plan
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03/15/05
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E1.2
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Foundation
Plan
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03/15/05
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E1.3
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Lower Level
Enlarged Power Plan
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03/15/05
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E2.0
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First Level
Power Plan
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03/15/05
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E2.1
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First Level
Lighting Plan
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03/15/05
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E2.2
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First Level
Enlarged Power Plan
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03/15/05
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E3.0
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Second Level
Power Plan
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03/15/05
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E3.1
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Second Level
Lighting Plan
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03/15/05
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E3.2
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Second
Mezzanine Level Electrical Plans
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03/15/05
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E4.0
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Electrical
One-Line Diagram
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03/15/05
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E4.1
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Panel Schedules
Tollgate
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03/15/05
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E4.2
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Panel Schedules
Golden Rose
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03/15/05
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The Contract
Documents shall have priority in the following order with priority
within the Plans determined by scale (larger scale details shall
have precedence over smaller scale drawings or details)
Owner/Contractor Agreement
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Clarifications
and Qualifications
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Owner ________
Contractor _________
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Sprung
Contruction
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EXHIBIT
"C"
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SOFT COST CHECKLIST
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OWNER /
CONTRACTOR / ARCHITECT
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SOFT
COST RESPONSIBILITY CHECKLIST
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DATE: March 15, 2005
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PROJECT:
Tollgate Casino and Hotel
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LOCATION:
Central City, Colorado
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OWNER: CC
Tollgate, LLC
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ARCHITECT:
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Ivins Design
Group
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#
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OWNER
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SCI
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ARCHITECT
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DESCRIPTION
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DEVELOPMENT &
FINANCE
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1
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X
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|
DEVELOPMENT CONSULTANT
FEES
|
|
|
2
|
X
|
|
|
SURVEYING FOR PROJECT
DESIGN
|
|
|
3
|
X
|
|
|
TOPOGRAPHICAL MAPPING
|
|
|
4
|
X
|
|
|
SURVEYING FOR PROJECT
PLAT
|
|
|
5
|
X
|
|
|
ENVIRONMENTAL PHASE I REPORT
FEES
|
|
|
6
|
X
|
|
|
ENVIRONMENTAL PHASE II REPORT
FEES
|
|
|
7
|
X
|
|
|
RECORDING FEES
|
|
|
8
|
X
|
|
|
CONDOMINIUM MAP
|
|
|
9
|
X
|
|
|
SOILS INVESTIGATION
|
|
|
10
|
X
|
|
|
ELECTRICAL UTILITIES -
PRIMARY
|
|
|
11
|
X
|
|
|
ELECTRICAL METERS - By Utility
Company
|
|
|
12
|
X
|
|
|
NATURAL GAS MAIN TO
METERS
|
|
|
13
|
X
|
|
|
NATURAL GAS METERS - By Utility
Company
|
|
|
14
|
X
|
|
|
TELEPHONE UTILITIES - PRIMARY
BACKBONE
|
|
|
15
|
X
|
|
|
CABLE TV - PRIMARY
BACKBONE
|
|
|
16
|
X
|
|
|
WATER TAP FEES
|
|
|
17
|
X
|
|
|
WATER TAP INSPECTION FEES
|
|
|
18
|
X
|
|
|
SEWER TAP FEES
|
|
|
19
|
X
|
|
|
SEWER TAP INSPECTION FEES
|
|
|
20
|
X
|
|
|
SEWER STANDBY FEES
|
|
|
21
|
X
|
|
|
OPEN SPACE FEES
|
|
|
22
|
X
|
|
|
LAND DEDICATION FEE
|
|
|
23
|
X
|
|
|
SUBDIVISION APPROVAL FEE
|
|
|
24
|
X
|
|
|
PUD APPROVAL FEE
|
|
|
25
|
X
|
|
|
SITE PLAN APPROVAL FEE
|
|
|
26
|
X
|
|
|
PASS THROUGH ACCOUNT
|
|
|
27
|
X
|
|
|
IMPACT FEES
|
|
|
28
|
X
|
|
|
LANDSCAPE BOND
|
|
|
29
|
X
|
|
|
ADVERTISING
|
|
|
30
|
X
|
|
|
MARKET STUDY
|
|
|
31
|
X
|
|
|
MARKETING LABOR
|
|
|
32
|
X
|
|
|
MARKETING BROCHURES
|
|
|
33
|
X
|
|
|
MARKETING PHOTOGRAPHY
|
|
|
34
|
X
|
|
|
LEGAL FEES
|
|
|
35
|
X
|
|
|
CPA FEES
|
|
|
36
|
X
|
|
|
APPRAISAL FEES
|
|
|
37
|
X
|
|
|
REAL ESTATE TAXES
|
|
|
38
|
X
|
|
|
BOND FEES (FINANCING
BONDS)
|
|
|
39
|
X
|
|
|
CONSTRUCTION LOAN COMMITMENT
FEE
|
|
|
40
|
X
|
|
|
CONSTRUCTION LOAN
INTEREST
|
|
|
41
|
X
|
|
|
LETTER OF CREDIT COMMITMENT
FEE
|
|
|
42
|
X
|
|
|
PERMANENT COMMITMENT FEE
|
|
|
43
|
X
|
|
|
MORTGAGE BROKER FEE
|
|
|
44
|
X
|
|
|
TITLE INSURANCE/CLOSING
COSTS
|
|
|
45
|
X
|
|
|
MODEL
|
|
|
46
|
X
|
|
|
HOMEOWNERS ASSOCIATION START
UP
|
|
|
47
|
X
|
|
|
PRE-SALES / BROKER FEES
|
|
|
48
|
X
|
|
|
ASBESTOS STUDY
|
|
|
49
|
X
|
|
|
ASBESTOS REMOVAL
|
|
|
|
|
|
|
|
|
|
|
DESIGN
|
|
|
|
|
|
1
|
X
|
|
|
ARCHITECTURAL DESIGN FEES
|
|
|
2
|
X
|
|
|
ARCHITECTURAL CONTRACT
ADMINISTRATION (C.A.)
|
|
|
3
|
|
|
X
|
E & O INSURANCE
|
|
|
4
|
X
|
|
|
CIVIL ENGINEER DESIGN
FEES
|
|
|
5
|
X
|
|
|
CIVIL ENGINEER C.A.
|
|
|
6
|
|
|
X
|
STRUCTURAL ENGINEER DESIGN
FEES
|
|
|
7
|
|
|
X
|
STRUCTURAL ENGINEER C. A.
|
|
|
8
|
|
|
X
|
MECHANICAL ENGINEER DESIGN
FEES
|
|
|
9
|
|
|
X
|
MECHANICAL ENGINEER C. A.
|
|
|
10
|
|
|
X
|
ELECTRICAL ENGINEER DESIGN
FEES
|
|
|
11
|
|
|
X
|
ELECTRICAL ENGINEER C. A.
|
|
|
12
|
x
|
|
|
TRAFFIC ENGINEERING FEES
|
|
|
13
|
|
|
X
|
SPECIFICATION WRITER FEES
|
|
|
14
|
x
|
|
|
LANDSCAPING DESIGN FEES
|
|
|
15
|
x
|
|
|
CONSTRUCTION DOCUMENTS PLAN AND SPEC
PRINTING FEES
|
|
|
16
|
x
|
|
|
COMPREHENSIVE SIGN PLAN
DESIGN
|
|
|
17
|
x
|
|
|
GREEN DESIGN CONSULTANT
FEES
|
|
|
|
PERMITS
|
|
|
|
|
|
1
|
|
X
|
|
BUILDING PERMIT - GENERAL
CONTRACTOR
|
|
|
2
|
|
X
|
|
BUILDING DEPT. PLAN CHECK
FEES
|
|
|
3
|
|
X
|
|
GRADING/EXCAV PERMIT
|
|
|
4
|
|
X
|
|
FOUNDATION PERMIT
|
|
|
5
|
X
|
|
|
FIRE DEPT. PLAN CHECK
FEES
|
|
|
6
|
X
|
|
|
FIRE DEPARTMENT PERMIT
|
|
|
7
|
NA
|
|
|
MECHANICAL PERMIT
|
|
|
8
|
NA
|
|
|
ELECTRICAL PERMIT
|
|
|
9
|
NA
|
|
|
FIRE SPRINK PERMIT
|
|
|
10
|
X
|
|
|
WASTEWATER PERMIT
|
|
|
11
|
X
|
|
|
SEPTIC SYSTEM PERMIT
|
|
|
12
|
X
|
|
|
STREET / WALK OCCUPANCY
PERMIT
|
|
|
13
|
X
|
|
|
STORMWATER MANAGEMENT
PLAN
|
|
|
14
|
X
|
|
|
CONSTRUCTION STORMWATER DISCHARGE
PERMIT
|
|
|
15
|
X
|
|
|
CURB CUT / STREET CUT
PERMIT
|
|
|
16
|
X
|
|
|
CDoT PERMITS OR FEES
|
|
|
17
|
X
|
|
|
ARMY CORP. OF ENGINEERS 404 PERMIT
FEES
|
|
|
18
|
X
|
|
|
404 ENVIRONMENTAL MITIGATION
REQUIREMENTS
|
|
|
|
|
|
|
|
|
|
|
PRECONSTRUCTION
SERVICES
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
X
|
|
PRECONSTRUCTION SERVICES
|
|
|
2
|
X
|
|
|
PLAN PRINTING DURING
PRECON
|
|
|
3
|
X
|
|
|
OPTIONS / UPGRADES
PROGRAM
|
|
|
4
|
X
|
|
|
SPECIAL CONSULTANT
SELECTION
|
|
|
5
|
X
|
|
|
SITE SELECTION
RECOMMENDATIONS
|
|
|
6
|
X
|
|
|
REVIEW DESIGN CONCEPTS
|
|
|
7
|
X
|
|
|
DEVELOP BID PACKAGES/SUBCONTRACTING
STRATEGY
|
|
|
8
|
X
|
|
|
SITE USE RECOMMENDATIONS
|
|
|
9
|
X
|
|
|
MATERIAL SELECTION
RECOMMENDATIONS
|
|
|
10
|
X
|
|
|
BUILDINGS SYSTEMS
RECOMMENDATONS
|
|
|
11
|
X
|
|
|
BUILDING EQUIPMENT RECOMMENDATIONS
(MOVEABLE)
|
|
|
12
|
X
|
|
|
BUILDING EQUIPMENT RECOMMENDATIONS
(FIXED)
|
|
|
13
|
X
|
|
|
CONSTRUCTION FEASIBILITY
RECOMMENDATIONS
|
|
|
14
|
|
|
X
|
PROJECT MASTER SCHEDULING
|
|
|
15
|
|
|
X
|
BID PACKAGE
RECOMMENDATIONS
|
|
|
16
|
|
|
X
|
INFORMAL AND FORMAL VALUE
ENGINEERING
|
|
|
17
|
|
|
X
|
PRELIMINARY TOTAL COST FEASIBILITY
REVIEW
|
|
|
18
|
X
|
|
|
TOTAL PROJECT COST BUDGET
|
|
|
19
|
|
X
|
|
CONSTRUCTION COST BUDGET
|
|
|
20
|
|
X
|
|
CONCEPTUAL ESTIMATES
|
|
|
21
|
X
|
|
|
PRELIMINARY COST MODEL
|
|
|
22
|
|
X
|
|
SCHEMATIC DESIGN PHASE
ESTIMATES
|
|
|
23
|
|
X
|
|
DESIGN DEVELOPMENT PHASE
ESTIMATES
|
|
|
24
|
|
X
|
|
BID PACKAGE/SUBCONTRACT
ESTIMATES
|
|
|
25
|
|
X
|
|
CASH FLOW PROJECTIONS
|
|
|
26
|
X
|
|
|
PHASE FUNDING MODELING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSTRUCTION
CONTRACT
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
X
|
|
CONSTRUCTION SURVEYING
|
|
|
2
|
X
|
|
|
COMPACTION TESTING
|
|
|
3
|
X
|
|
|
CONCRETE TESTING AND REINFORCING
STEEL INSPECTION
|
|
|
4
|
X
|
|
|
ASPHALT TESTING
|
|
|
5
|
X
|
|
|
SPECIAL INSPECTIONS
|
|
|
6
|
|
NA
|
|
WATER & SEWER AS
BUILTS
|
|
|
7
|
|
X
|
|
BUILDING AS BUILTS
|
|
|
8
|
X
|
|
|
ELECTRICAL UTILITIES -
SECONDARY
|
|
|
9
|
X
|
|
|
TELEPHONE UTILITIES - PEDESTAL TO
BUILDINGS
|
|
|
10
|
X
|
|
|
CABLE TV - PEDESTAL TO
BUILDINGS
|
|
|
11
|
X
|
|
|
WATER METER(S)
|
|
|
12
|
X
|
|
|
INDIVIDUAL UNIT GAS, ELECTRIC &
WATER METERS
|
|
|
13
|
X
|
|
|
LANDSCAPE MAINTENANCE AFTER OWNER
ACCEPTANCE
|
|
|
14
|
X
|
|
|
WEATHER CONDITIONS COST
|
|
|
15
|
X
|
|
|
BUILDERS RISK INSURANCE
|
|
|
16
|
|
X
|
|
GENERAL LIABILITY
INSURANCE
|
|
|
17
|
EXCL
|
|
|
PERFORMANCE/PAYMENT BOND
|
|
|
18
|
|
X
|
|
CONSTRUCTION SIGNAGE
|
|
|
19
|
X
|
|
|
PERMANENT SIGNAGE
|
**
|
|
20
|
|
|
|
COST CERTIFICATION-HUD
PROJECTS
|
NA
|
|
21
|
|
|
|
AS-BUILT SURVEY-HUD
PROJECTS
|
NA
|
|
22
|
X
|
|
|
BOUNDARY SURVEY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MISC /
WARRANTY
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
X
|
|
1 YEAR WARRANTY PER
CONTRACT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Pre-construction services are included to a cost
of $32,000
2. A deposit for escalator/elevator to start shop
drawings is included - $46,750
Owner ________
Contractor _________
Sprung Contruction
EXHIBIT
"E"
ADDITIONAL PROVISIONS
GENERAL CONTRACT COST PLUS A FEE
WITH A GMP, A111 - 1997
1. Effect of Additional Provisions .
These Additional Provisions control over conflicting portions of
the attached A111 (the Contract Form), the A201 General Conditions
(the General Conditions), and other Contract Documents.
2. Additional General Conditions . The
General Conditions for this project shall be AIA A201, 1997,
subject
to modification as set forth herein.
3. Architect Role. INTENTIONALLY
DELETED
4. Building Permit . The Owner shall
secure and pay for all building permits, land use approvals,
approvals from any government agency, ALL UTILITY FEES, and other
permits and approvals necessary to perform the Work. If the Owner
does not secure such permits and approvals within the time periods
required in order to perform the work on a timely basis, the
Contractor shall be entitled to an appropriate adjustment to the
Contract Sum or Contract Time.
5. Changes . Unless otherwise agreed,
additive change orders shall increase the Contract Sum by the cost
of the work, including the cost of any associated design work plus
a contractor’s fee of FIVE PERCENT (5%) (or such other change
order fee as may be stated in the Contract documents) and deductive
change orders shall reduce the Contract Sum only by the cost of the
work associated with the deduction. For deductive changes, the
profit, overhead or fee associated with the subject work shall not
be utilized in calculating the reduction to the Contract Sum. The
Contract Time shall be extended to reflect the impacts of any
changes. Change Orders signed by the parties shall not be deemed to
address the cumulative impacts on the Contract Sum or Contract Time
of numerous change orders, and such cumulative impacts may be the
subject of appropriate claim proceedings by Contractor. If, in
connection with any change, the parties have not agreed on the
amount properly due in connection with the change or the
adjustment, if any, to the Contract Time resulting from such
change, or otherwise have not finalized a change order, the
Contractor may nonetheless submit payment requests for change order
work performed and materials delivered as part of the normal
payment process, and the Owner shall in good faith pay the
undisputed portion of the change order work and materials in
accordance with the provisions hereof for progress and final
payments. If Owner requests a proposal for a change in the Work and
subsequently elects not to proceed with the change, a Change Order
shall be issued to reimburse Contractor for reasonable costs
incurred for estimating services involved in the preparation of
proposed revisions to the Contract.
6 Change Directives . The Owner may
utilize Construction Change Directives to direct changes in the
work without Contractor’s written agreement only to the
extent that the aggregate costs for all pending Construction Change
Directive work does not exceed $5,000. Contractor may refuse to
perform any Construction Change Directive where the anticipated
costs associated with such Construction Change Directive, together
with incurred or projected costs on other Construction Change
Directives will exceed $ 5,000.00. Work initiated by
Construction Change Directive but subsequently covered by an
executed Change Order shall not be included in such computation,
provided that such Change Order is paid on a timely basis. In
addition, for work performed under Change Directive, Owner shall
pay Contractor’s costs of such work plus the applicable fee
(less retainage as provided herein) as part of the regular progress
payment process pending finalization of a Change Order adjusting
the Contract Sum.
7 .Miscellaneous Site/Design Issues .
With respect to Contractor’s review of contract documents,
design documents, field conditions and submittals under Article 3
of the General Conditions, Contractor shall perform only such
review as is reasonable and customary in the industry. Contractor
is entitled to perform the Work in accordance with submittals
approved by the Architect. Contractor shall not be obligated to
perform any design, architectural or engineering services unless,
and only to the extent, such services are specifically required to
be performed by Contractor by Contract Documents other than the
General Conditions. Any such design, architectural or engineering
services required of Contractor shall be performed according to
reasonable standards of care applicable to such professional
services. Contractor shall not be responsible for the safety or
adequacy of means, methods, techniques, sequences and procedures
for the work specified in the Contract Documents.
8. Time of Performance . Contractor will
endeavor to substantially complete the work as required, subject to
and conditioned on the delivery of the Notice to Proceed, final
construction plans and the issuance of all required building
permits and approvals as specified. The Contract Time and Contract
Sum shall be adjusted to reflect the impacts of design and permit
delays, material increases in the general scope of the project,
changes, delays attributable to the Owner, Architect, and other
factors beyond Contractor’s reasonable control. Owner
recognizes that the failure to provide final plans and all required
building permits within the time set forth above will have a
significant impact on project time and costs, in particular because
of the potential for procurement delays and winter
conditions.
