Exhibit 10.3
T H E A M E R I C A N I N S T I T U T E O F A R C H I T E C T S
- --------------------------------------------------------------------------------
AIA Document A101
Standard Form of Agreement Between
Owner and Contractor
where the basis of payment is a
STIPULATED SUM
1987 EDITION
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION.
The 1987 Edition of AIA Document A201, 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.
- --------------------------------------------------------------------------------
AGREEMENT
made as of the day of October in the year of Nineteen
Hundred and Ninety Eight
BETWEEN the Owner: MOUNT VINTAGE PLANTATION GOLF CLUB, LLC
(Name and address) P.O. BOX 706
EDGEFIELD, SC 29824
ATTN: DON HOWARD
and the Contractor: CHAMPION CONTRACTING COMPANY
(Names and address) 124 WOODING PLACE
P.O. BOX 489
KINGS MOUNTAIN, NC 28086
The Project is: MOUNT VINTAGE PLANTATION SITE WORK: GOLF COURSE CONSTRUCTION
(Name and location) SWEETWATER ROAD
EDGEFIELD, SC
The Architect is: JACKSON GOLF, INC.
(Name and address) TOM JACKSON, ARCHITECT
500 E. LEE ROAD
TAYLORS, SC 29687
The Owner and Contractor agree as set forth below.
- --------------------------------------------------------------------------------
Copyright 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977,
(C) 1987 by The American Institute of Architects, 1735 New York Avenue, N.W.,
Washington, D.C. 20006. Reproduction of the material herein or substantial
quotation of its provisions without written permission of the AIA violates
the copyright laws of the United States and will be subject to legal
prosecution.
- --------------------------------------------------------------------------------
AIA DOCUMENT A101 o OWNER-CONTRACTOR AGREEMENT o TWELFTH EDITION o AIA o (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006 A101-1987 1
II-7
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 9.
ARTICLE 2
---------
THE WORK OF THIS CONTRACT
The Contractor shall execute the entire Work described in the Contract
Documents, except to the extent specifically indicated in the Contract documents
to be responsibility of others, or as follows:
GOLF COURSE
CLEARING, EROSION CONTROL, MASS GRADING AND ROUGH SHAPING, STORM DRAINAGE
ARTICLE 3
---------
DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
3.1 The date of commencement is the date from which the Contract Time of
Paragraph 3.2 is measured, and shall be the date of this Agreement, as first
written above, 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.)
ON OR ABOUT OCTOBER 13, 1998, BASED ON NOTICE TO PROCEED
Unless the date of commencement is established by a notice to proceed issued by
the Owner, the Contractor shall notify the Owner in writing not less than five
days before commencing the Work to permit the timely filing of mortgages,
mechanic's liens and other security Interest.
3.2 The Contractor shall achieve Substantial Completion of the entire Work not
later than
(Insert the calendar date or number of calendar days after the date of
commencement. Also insert any requirements for earlier Substantial Completion of
certain portions of the Work, if not stated elsewhere in the Contract
Documents.)
JUNE, 1999 OR AS WEATHER/CONDITIONS PERMIT
, 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.)
N/A
- --------------------------------------------------------------------------------
AIA DOCUMENT A101 o OWNER-CONTRACTOR AGREEMENT o TWELFTH EDITION o AIA o (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006 A101-1987 2
II-8
ARTICLE 4
---------
CONTRACT SUM
4.1 The Owner shall pay the Contractor in current funds for the Contractor's
performance of the Contract the Contract Sum of SEVEN HUNDRED EIGHTY TWO
THOUSAND ONE HUNDRED FORTY SIX AND 00/100 Dollars ($782,146.00), subject to
additions and deductions as provided in the Contract Documents.
4.2 The Contract Sum is based upon the following alternates, if any, which are
described in the Contract Documents and are hereby accepted by the Owner:
(State the numbers or other identification of accepted 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 until which that amount is valid.)
SEE ATTACHED AIA CONTINUATION SHEET WITH SCHEDULE OF VALUES AND SCHEDULE OF
UNIT PRICES FOR ADJUSTMENTS
4.3 Unit prices, if any, are as follows:
SEE ATTACHMENTS
- --------------------------------------------------------------------------------
AIA DOCUMENT A101 o OWNER-CONTRACTOR AGREEMENT o TWELFTH EDITION o AIA o (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006 A101-1987 3
II-9
ARTICLE 5
---------
PROGRESS PAYMENTS
5.1 Based upon Applications for Payment submitted to the Architect by the
Contractor and Certificates for Payment Issued by the Architect, the Owner shall
make progress payments on account of the Contract Sum to the Contractor as
provided below and elsewhere in the Contract Documents.
5.2 The period covered by each Application for Payment shall be one calendar
month ending on the last day of the month, or as follows:
5.3 Provided an Application for Payment is received by the Architect not later
than the 1st day of a month, the Owner shall make payment to the Contractor not
later than the 15th 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 days after the Architect receives the
Application for Payment.
5.4 Each Application for Payment shall be based upon the Schedule of Values
submitted by the Contractor in accordance with the Contract Documents. The
Schedule of Values shall allocate the entire Contract Sum among the various
portions of the Work and be prepared in such form and supported by such data to
substantiate its accuracy as the Architect may require. This Schedule, unless
objected to by the Architect, shall be used as a basis for reviewing the
Contractor's Applications for Payment.
5.5 Applications for Payment shall indicate the percentage of completion of each
portion of the Works as of the end of the period covered by the Application for
Payment.
5.6 Subject to the provisions of the Contract Documents, the amount of each
progress payment shall be computed as follows:
5.6.1 Take that portion of the Contract Sum properly allocable to completed Work
as determined by multiplying the percentage completion of each portion of the
Work by the share of the total Contract Sum allocated to that portion of the
Work in the Schedule of Values, less retainage of percent (5.0%). Pending final
determination of cost to the Owner of changes in the Work, amounts not in
dispute may be included as provided in Subparagraph 7.3.7 of the General
Conditions even though the Contract Sum has not yet been adjusted by Change
Order;
5.6.2 Add that portion of the Contract Sum properly allocable to materials and
equipment delivered and suitably stored at the site for subsequent incorporation
in the completed construction (or, if approved in advance by the Owner, suitably
stored off the site at a location agreed upon in writing), less retainage of
percent (0%);
5.6.3 Subtract the aggregate of previous payments made by the Owner; and
5.6.4 Subtract amounts, if any, for which the Architect has withheld or
nullified a Certificate for Payment as provided in Paragraph 9.5 of the General
Conditions.
5.7 The progress payment amount determined in accordance with Paragraph 5.6
shall be further modified under the following circumstances;
5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase
the total payments to percent (100%) of the Contract Sum, less such amounts
as the Architect shall determine for Incomplete Work and unsettled claims; and
5.7.2 Add, if final completion of the Work is thereafter materially delayed
through no fault of the Contractor, any additional amounts payable in accordance
with Subparagraph 9.10.3 of the General Conditions.
5.8 Reduction or limitation of retainage, if any, shall be as follows: (If it is
intended, prior to Substantial Completion of the entire Work, to replace or
limit the retainage resulting from the percentages inserted in Subparagraphs
5.6.1 and 5.6.2 above, and this is not explained elsewhere in the Contract
Documents, insert here provisions for such reduction or limitation.) 5% MAXIMUM
- --------------------------------------------------------------------------------
AIA DOCUMENT A101 o OWNER-CONTRACTOR AGREEMENT o TWELFTH EDITION o AIA o (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006 A101-1987 4
II-10
ARTICLE 6
---------
FINAL PAYMENT
Final payment, constituting the entire unpaid balance of the Contract Sum, shall
be made by the Owner to the Contractor when (1) the Contract has been fully
performed by the Contractor except for the Contractor's responsibility to
correct nonconforming Work as provided in Subparagraph 12.2.2 of the General
Conditions and to satisfy other requirements, if any, which necessarily survive
final payment; and (2) a final Certificate for Payment has been issued by the
Architect; such final payment shall be made by the Owner not more than 30 days
after the issuance of the Architect's final Certificate for Payment, or as
follows:
30 DAYS
ARTICLE 7
---------
MISCELLANEOUS PROVISIONS
7.1 Where reference is made in this Agreement to a provision of the General
Conditions or another Contract Document, the reference refers to that provision
as amended or supplemented by other provisions of the Contract Documents.
7.2 Payments due and unpaid under the Contract shall bear interest from the date
payment is due at the rate stated below, or in the absence thereof, at the legal
rate prevailing from time to time at the place where the Project is located.
(Insert rate of interest agreed upon, if any.)
18%
(Usuary 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.)
7.3 Other provisions:
OWNER ACCEPTS GOLF HOLE ON ACCEPTANCE BY THE ARCHITECT. SUBSEQUENT
MAINTENANCE TO BE AT OWNER'S RISK
ARTICLE 8
---------
TERMINATION OR SUSPENSION
8.1 The Contract may be terminated by the Owner or the Contractor as provided in
Article 14 of the General Conditions.
8.2 The Work may be suspended by the Owner as provided in Article 14 of the
General Conditions.
- --------------------------------------------------------------------------------
AIA DOCUMENT A101 o OWNER-CONTRACTOR AGREEMENT o TWELFTH EDITION o AIA o (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006 A101-1987 5
II-11
ARTICLE 9
---------
ENUMERATION OF CONTRACT DOCUMENTS
9.1 The Contract Documents, except for Modifications issued after execution of
this Agreement, are enumerated as follows:
9.1.1 The Agreement is this executed Standard Form of Agreement Between Owner
and Contractor, AIA Document A101, 1987 Edition.
9.1.2 The General Conditions are the General Conditions of the Contract for
Construction, AIA Document A201, 1987 Edition.
9.1.3 The Supplementary and other Conditions of the Contract are those contained
in the Project Manual dated __________, and are as follows:
Document Title Pages
BID DOCUMENTS DATED 1 OCT. 1998 BY CHAMPION WITH QUALIFICATIONS SCHEDULE OF
VALUES PER AIA CONTINUATION SHEET ATTACHED. SCHEDULE OF UNIT PRICES FOR
ADJUSTMENT TO LUMP SUM PRICE ATTACHED
9.1.4 The Specifications are those contained in the Project Manual dated as in
Subparagraph 9.1.3, and are as follows:
(Either list the Specifications here or refer to an exhibit attached to this
Agreement.)
Section Title Pages
MT. VINTAGE PLANTATION
STD SPECS FOR SITE WORK
GOLF COURSE CONSTRUCTION
(SEPT. 15, 1998)
JOE M. BARROW, P.E.
- --------------------------------------------------------------------------------
AIA DOCUMENT A101 o OWNER-CONTRACTOR AGREEMENT o TWELFTH EDITION o AIA o (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006 A101-1987 6
II-12
9.1.5 The Drawings are as follows, and are dated 9/15/98 unless a different date
is shown below:
(Either list the Drawings here or refer to an exhibit attached to this
Agreement.)
Number Title Date
PLANS BY H2L ENGINEERS
CS-A
MP-1
D-1 - D-4
ST-B2 - ST-B4
ST-C1 - ST-C4
ST-D1 - ST-D4
9.1.6 The Addenda, if any, are as follows:
Number Date Pages
* AIA SCHEDULE OF VALUES
* SCHEDULE OF UNIT PRICING FOR ADJUSTMENT TO CONTRACT
* BID DOCUMENTS BY CHAMPION CONTRACTING COMPANY DATED 1 OCTOBER 1998 WITH
QUALIFICATIONS
Portions of Addenda relating to bidding requirements are not part of the
Contract Documents unless the bidding requirements are also enumerated in this
Article 9.
- --------------------------------------------------------------------------------
AIA DOCUMENT A101 o OWNER-CONTRACTOR AGREEMENT o TWELFTH EDITION o AIA o (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006 A101-1987 7
II-13
9.1.7 Other documents, if any, forming part of the Contract Documents are as
follows:
(List here any additional documents which are intended to form part of the
Contract Documents. The General Conditions provide 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.)
This Agreement is entered into as of the day and year first written above and is
executed in at least three original copies of which one is to be delivered to
the Contractor, one to the Architect for use in the administration of the
Contract, and the remainder to the Owner.
OWNER MOUNT VINTAGE PLANTATION CONTRACTOR CHAMPION CONTRACTING COMPANY
GOLF CLUB, LLC
/s/ BETTIS C. RAINSFORD /s/ CHRIS CHAMPION
- --------------------------- ----------------------------------------
(SIGNATURE) (SIGNATURE)
Bettis C. Rainsford /s/ Chris Champion, V.P.
- --------------------------- ----------------------------------------
(Printed name and title) (Printed name and title)
- --------------------------------------------------------------------------------
AIA DOCUMENT A101 o OWNER-CONTRACTOR AGREEMENT o TWELFTH EDITION o AIA o (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006 A101-1987 8
II-14
MOUNT VINTAGE PLANTATION: GOLF COURSE Edgefield, SC
CONTINUATION SHEET AIA DOCUMENT G703 PAGE 1 OF 1 PAGES
- ------------------------------------------------------------------------------------------------------------------------------------
AIA Document G702, APPLICATION AND CERTIFICATE FOR PAYMENT, contain APPLICATION NUMBER: Contract Base
-------------
Contractor's signed Certification is attached. APPLICATION DATE:
In tabulations below, amounts are stated to the nearest dollar. PERIOD FROM:
Use Column 1 on Contracts where variable retainage for line TO:
items may apply.
- --------------------------------------------------------------------------------------------------------------------------
A B C D E F G H I
- --------------------------------------------------------------------------------------------------------------------------
WORK COMPLETED
-------------------------------------
Time Application
------------------------- TOTAL COMPLETED BALANCE TO RETAINAGE
ITEM DESCRIPTION OF WORK SCHEDULED Previous Work in Stored Materials AND STORED (C/C) FINISH @5%
NO VALUE Applications Place (Not in D or E) TO DATE %
- ---------------------------------------------------------------------------------------------------------------------------
1 MOBILIZATION & GC $34,258 $0 $0 $0 $0 0% $34,258 $0
2 CLEAR & GRUB $165,000 $0 $0 $0 $0 0% $165,000 $0
3 TEMP. EROSION CONTROL $93,066 $0 $0 $0 $0 0% $93,066 $0
4 MASS GRADING $202,961 $0 $0 $0 $0 0% $202,961 $0
5 PONDS $45,434 $0 $0 $0 $0 0% $45,434 $0
6 STORM DRAINAGE $241,428 $0 $0 $0 $0 0% $241,428 $0
SUBTOTAL CONTRACT $782,146 $0 $0 $0 $0 0% $782,146 $0
-----------------
CHANGES IN SCOPE
7 SELECT CLR/HAND EST 50 AC
8 SELECT CLR/MECHANICAL
9 CLEAR & GRUB +/- @ 100 AC
10 COMMON EXCAV UNCOMP
11 ROCK EXCAVATION
12 TRENCH ROCK EXCAVATION
13 12" HDPE PIPE CULVERT
14 15" HDPE PIPE CULVERT
15 18" HDPE PIPE CULVERT
16 24" HDPE PIPE CULVERT
17 30" HDPE PIPE CULVERT
18 12" CONC HEADWALL
19 15" CONC HEADWALL
20 18" CONC HEADWALL
21 24" CONC HEADWALL
22 30" CONC HEADWALL
23 ABS C BASIN W/GRATE
24 RIPRAP
25 GEO FABRIC UNDER RIPRAP
26 SILT FENCE
27 SILT BASINS $ AS REQ'D
28 TEMP DRAINAGE DIVERSION
29 SED TRAPS
30 6" PVC FOR SED TRAPS
31 18" CMP FOR SED TRAPS
32 STONE CHECK DAM
33 CB INLET PROTECTION
34 TEMP ABS 18" SLOPE DRAIN
35 EROSION CONTROL MAINT
36 SILT FENCING SUBSTITUTION
SUBTOTAL CHANGES IN SCOPE $0 $0 $0 $0 $0 $0 $0
-------------------------
- ----------------------------------------------------------------------------------------------------------------------------
TOTALS $782,146 $0 $0 $0 $0 0% $782,146 $0
- ----------------------------------------------------------------------------------------------------------------------------
Notes:
Item
1 MOBILIZATION & GC Payment schedule to be 40% first month, 10% ea. month for
following 6 months
3 TEMP. EROSION CONTROL Lump Sum Price adjusted @ ($0.50)/ft where diversion ditches
or 'wood post unreinforced' fencing utilized in lieu of std.
steel posts with wire fencing - as field measured
35 EROSION CONTROL MAINT Erosion Control Maintenance based on time & materials as
directed & approved in the field
II-15
SCHEDULE OF UNIT PRICING FOR ADJUSTMENTS TO LUMP SUM PRICE
CHANGES IN SCOPE UNIT $
901 SELECT CLR/HAND EST 60 2,500.00 AC
902 SELECT CLR/MECHANICAL 2,250.00 AC
903 CLEAR & GRUB +/- @ 100 AC 1,650.00 AC
904 COMMON EXCAV UNCOMP 1.01 CY
905 ROCK EXCAVATION 60.00 CY
906 TRENCH ROCK EXCAVATION 110.00 CY
907 12" HDPE PIPE CULVERT 10.11 LF
908 15" HDPE PIPE CULVERT 11.37 LF
909 18" HDPE PIPE CULVERT 13.05 LF
910 24" HDPE PIPE CULVERT 18.47 LF
911 30" HDPE PIPE CULVERT 26.45 LF
912 12" CONC HEADWALL 340.65 EA
913 15" CONC HEADWALL 340.65 EA
914 18" CONC HEADWALL 415.73 EA
915 24" CONC HEADWALL 513.90 EA
916 30" CONC HEADWALL 658.28 EA
917 ABS O BASIN W/ GRATE 560.40 EA
918 RIPRAP 31.75 TN
919 GEO FABRIC UNDER RIPRAP 1.50 SY
920 SILT FENCE 2.20 LF
921 SILT BASINS $ AS REQ'D EA
922 TEMP DRAINAGE DIVERSION 1.10 LF
923 SED TRAPS 350.00 EA
924 6" PVC FOR SED TRAPS 15.00 LF
925 18" CMP FOR SED TRAPS 21.00 LF
926 STONE CHECK DAM 600.00 EA
927 CB INLET PROTECTION 100.00 EA
928 TEMP ABS 18" SLOPE DRAIN 18.50 LF
929 EROSION CONTROL MAINT. T&M
930 SILT FENCING SUBSTITUTION (.50) LF
II-16
FORM OF PROPOSAL
To MV Development, LLC
-------------------
Gentlemen:
1. The undersigned, being familiar with the existing conditions on the Project
Area affecting the cost of the work, and with the Contract Documents which
includes the Lump Sum Contract Form, Addenda (if any), General Conditions,
Technical Specifications, and Drawings (as listed in the schedule of drawings)
as prepared by H2L Consulting Engineers, 122 Edgeworth St., Greenville, SC
29607, hereby proposes to furnish all supervision, technical personnel, labor,
materials, machinery, tools, appurtenances, equipment, and services, including
utility and transportation services required to construct and complete
Improvements and Modifications to the described project, all in accordance with
the above listed documents at and for the price for work in place for the
following items:
LUMP SUM BASE BID
Mount Vintage Plantation Site Work: Golf Course Construction to consist of
Clearing and Grubbing, Erosion Control, Grading, Storm Drainage, Storm
Drainage and Pond Construction.
*Lump Sum Bid: eight hundred fourteen thousand Dollars, ($814,000.00).
Proposal respectfully submitted
/s/ signature illegible
- -------------------------------
Date October 1, 1998
Seal if bid is by Champion Contracting Company, Inc.
a Corporation ---------------------------------------
Name of Firm
P.O. Box 439
---------------------------------------
Kings Mountain, North Carolina 28086
---------------------------------------
Business Address
* See enclosed site work and roadway notes and exclusions
Contractor License # G-12700 B-50534
--------------------------------------------
FORM OF PROPOSAL - GOLF COURSE PAGE 1 OF 3
II-17
Unit Prices for additions/deletions to work:
Clearing & Grubbing Fairways per acre 1650.00
Selected Clearing & Grubbing per acre 3000.00
Common Excavation Compacted per c.y. 1.56
Common Excavations Uncompacted per c.y. 1.01
Rock Excavation per c.y. 60.00
Trench Rock Excavation per c.y. 110.00
12" HDPE Pipe Culvert per l.f. 10.11
15" HDPE Pipe Culvert per l.f. 11.37
18" HDPE Pipe Culvert per l.f. 13.05
24" HDPE Pipe Culvert per l.f. 18.47
30" HDPE Pipe Culvert per l.f. 26.45
12" Precast Concrete Headwall each 340.65
15" Precast Concrete Headwall each 340.65
18" Precast Concrete Headwall each 415.73
24" Precast Concrete Headwall each 513.90
30" Precast Concrete Headwall each 658.28
Catch Basin - Grate Inlet each 860.40
Riprap per ton 31.75
Geotextile for Erosion Control
Under Riprap per s.y. 1.50
Silt Fence per l.f. 2.20
Silt Basins each no detail
Temporary Drainage Diversion per l.f. 1.10
Sediment Traps each 350.00
6" PVC for Sediment Traps per l.f. 15.00
FORM OF PROPOSAL - GOLF COURSE CONSTRUCTION PAGE 2 OF 3
II-18
18" Corr. Metal Pipe for Sediment
Traps per l.f. 21.00
Stone Check Dam each 600.00
Catch Basin Inlet Protection each 100.00
Temporary Flexible 18" Pipe Slope
Drain per l.f. 18.50
FORM OF PROPOSAL - GOLF COURSE CONSTRUCTION PAGE 3 OF 3
II-19
[Champion Contracting Letterhead]
Mount Vintage Plantation
Site Work and Roadway Notes and Exclusions:
1. Clearing to be burned in place on site. Select and wetland clearing is not
included. Payment to be based on work measured in place.
2. Respread of topsoil is excluded.
3. Erosion control includes maintenance until rough grading is complete at
which time the devices and maintenance will be the responsibility of
others. Inlet protection and construction entrances not included as they
were not indicated on the erosion control plan.
4. Rock excavation, undercut, select backfill, stone bedding, permits, fees
and bonds are excluded. Dam core embankment constructed with suitable
on-site material.
5. No temporary or permanent grassing, except sediment basins receive
temporary grassing.
6. There are several value engineering ideas we would like to discuss with
you in the future concerning this project.
II-20
The Owner shall bear such costs except as provided in Subparagraph 13.5.3
13.5.3 If such procedures for testing, inspection or approval under
Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the Work to
comply with requirements established by the Contract Documents, the Contractor
shall bear all costs made necessary by such failure including those of repeated
procedures and compensation for the Architect's services and expenses.
13.5.4 Required certificates of testing, inspection or approval shall, unless
otherwise required by the Contract Documents, be secured by the Contractor and
promptly delivered to the Architect.
13.5.5 If the Architect is to observe tests, inspections or approvals required
by the Contract Documents, the Architect will do so promptly and, where
practicable, at the normal place of testing.
13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall
be made promptly to avoid unreasonable delay in the Work.
13.6 INTEREST
13.6.1 Payments due and unpaid under the Contract Documents shall bear interest
from the date payment is due at such rate as the parties may agree upon in
writing of, in the absence thereof, at the legal rate prevailing from time to
time at the place where the Project is located.
13.7 COMMENCEMENT OF STATUTORY
LIMITATION PERIOD
13.7.1 As between the Owner and Contractor:
.1 BEFORE SUBSTANTIAL COMPLETION. As to acts or failures to act occurring
prior to the relevant date of Substantial Completion, any applicable
statue of limitations shall commence to run and any alleged cause of
action shall be deemed to have accrued in any and all events not later
than such date of Substantial Completion;
.2 BETWEEN SUBSTANTIAL COMPLETION AND FINAL CERTIFICATE FOR PAYMENT. As to
acts or failures to act occurring subsequent to the relevant date of
Substantial Completion and prior to issuance of the final Certificate for
Payment, any applicable statute of limitations shall commence to run and
any alleged cause of action shall be deemed to have accrued in any and all
events not later than the date of issuance of the final Certificate for
Payment; and
.3 AFTER FINAL CERTIFICATE FOR PAYMENT. As to acts or failures to act
occurring after the relevant date of issuance of the final Certificate for
Payment, any applicable statute of limitations shall commence to run and
any alleged cause of action shall be deemed to have accrued in any and all
events not later than the date of any act or failure to act by the
Contractor pursuant to any warranty provided under Paragraph 3.5, the date
of any correction of the Work or failure to correct the Work by the
Contractor under Paragraph 12.2, or the date of actual commission of any
other act or failure to perform any duty or obligation by the Contractor
or Owner, whichever occurs last.
ARTICLE 14
----------
TERMINATION OR SUSPENSION
OF THE CONTRACT
14.1 TERMINATION BY THE CONTRACTOR
14.1.1 The Contractor may terminate the Contract if the Work is stopped for a
period of 30 days through no act or fault of the Contractor or a Subcontractor,
Sub-subcontractor or their agents or employees or any other persons performing
portions of the Work under contract with the Contractor, for any of the
following reasons:
.1 issuance of an order of a court or other
public authority having jurisdiction;
.2 an act of government, such as a declaration
of national emergency, making material unavailable;
.3 because the Architect has not issued a Certificate for Payment and has not
notified the Contractor of the reason for withholding certification as
provided in Subparagraph 9.4.1, or because the Owner has not made payment
on a Certificate for Payment within the time stated in the Contract
Documents;
.4 if repeated suspensions, delays or interruptions by the Owner as described
in Paragraph 14.3 constitute in the aggregate more than 100 percent of the
total number of days scheduled for completion, or 120 days in any 365-day
period, whichever is less; or
.5 the Owner has failed to furnish to the Contractor promptly, upon the
Contractor's request, reasonable evidence as required by
Subparagraph 2.2.1.
14.1.2 If one of the above reasons exists, the Contractor may, upon seven
additional days' written notice to the Owner and Architect, terminate the
Contract and recover from the Owner payment for Work executed and for proven
loss with respect to materials, equipment, tools, and construction equipment and
machinery, including reasonable overhead, profit and damages.
14.1.3 If the Work is stopped for a period of 60 days through no act or fault of
the Contractor or a Subcontractor or their agents or employees or any other
persons performing portions of the Work under contract with the Contractor
because the Owner has persistently failed to fulfill the Owner's obligations
under the Contract Documents with respect to matters important to the progress
of the Work, the Contractor may, upon seven additional days' written notice to
the Owner and the Architect, terminate the Contract and recover from the Owner
as provided in Subparagraph 14.1.2.
14.2 TERMINATION BY THE OWNER FOR CAUSE
14.2.1 The Owner may terminate the Contract if the Contractor:
.1 persistently or repeatedly refuses or fails
to supply enough properly skilled workers
or proper materials;
.2 fails to make payment to Subcontractors for materials or labor in
accordance with the respective agreements between the Contractor and the
Subcontractors;
.3 persistently disregards laws, ordinances,
or rules, regulations or orders of a public
authority having jurisdiction: or
.4 otherwise is guilty of substantial breach
of a provision of the Contract Documents.
14.2.2. When any of the above reasons exist, the Owner, upon certification by
the Architect that sufficient cause exists to justify such action, may without
prejudice to any other rights or remedies of the Owner and after giving the
Contractor and the Contractor's surety, if any, seven days' written notice,
terminate employment of the Contractor and may, subject to any prior rights of
the surety:
.1 take possession of the site and of all
materials, equipment, tools, and
construction equipment and machinery
thereon owned by the Contractor;
.2 accept assignment of subcontracts pursuant
to Paragraph 5.4; and
.3 finish the Work by whatever reasonable
method the Owner may deem expedient.
- -------------------------------------------------------------------------------
AIA DOCUMENT A201 * GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION *
FOURTEENTH EDITION AIA * (C) 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW
YORK AVENUE, N.W., WASHINGTON, D.C. 20006
II-21
14.2.3 When the Owner terminates the Contract for one of the reasons stated in
Subparagraph 14.2.1, the Contractor shall not be entitled to receive further
payment until the Work is finished.
14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the
Work, including compensation for the Architect's services and expenses made
necessary thereby, such excess shall be paid to the Contractor. If such costs
exceed the unpaid balance, the Contractor shall pay the difference to the Owner.
The amount to be paid to the Contractor or Owner, as the case may be, shall be
certified by the Architect, upon application, and this obligation for payment
shall survive termination of the Contract.
14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE
14.3.1 The Owner may, without cause, order the Contractor in writing to suspend,
delay or interrupt the Work in whole or in part for such period of time as the
Owner may determine.
14.3.2 An adjustment shall be made for increases in the cost of performance of
the Contract, including profit on the increased cost of performance, caused by
suspension, delay or interruption. No adjustment shall be made to the extent:
.1 that performance is, was or would have been so suspended, delayed or
interrupted by another cause for which the Contractor is responsible; or
.2 that an equitable adjustment is made or denied under another provision of
this Contract.
14.3.3 Adjustments made in the cost of performance may have a mutually agreed
fixed or percentage fee.
- --------------------------------------------------------------------------------
AIA DOCUMENT A201 * GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION *
FOURTEENTH EDITION AIA * (C) 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW
YORK AVENUE, N.W., WASHINGTON, D.C. 20006
II-22