STANDARD FORM OF AGREEMENT BETWEEN OWNER AND … · The Contract Documents consist of this...

GC Contract Rev 08212014 – Ver 001

STANDARD FORM OF AGREEMENT

BETWEEN OWNER AND CONTRACTOR

where the basis of payment is a

STIPULATED SUM

THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES;

CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS

COMPLETION OR MODIFICATION.

____________________________________________________________________________________________

AGREEMENT made as of the DATE day of MONTH, YEAR The Owner: PROPERTY ENTITY 1211 Grant St, Suite 2A Denver, CO 80203 The Contractor: COMPANY NAME STREET ADDRESS CITY, ST ZIP The Project Is: PROJECT NAME STREET ADDRESS CITY, ST ZIP The Architect is: COMPANY NAME STREET ADDRESS CITY, ST ZIP The Owner and Contractor agree as set forth below: General Contractor shall PROJECT DESCRIPTION at the above named Project location as defined in the construction document addenda and project specification manual. See attached Exhibits.

ARTICLE 1 THE CONTRACT DOCUMENTS

The Contract Documents consist of this Agreement, the Conditions of the Contract (General, Supplementary and other Conditions), the Drawings, the Specifications, Construction document addenda issued prior to execution of this Agreement and Project Specification Manual. These items from the Contract and all 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 the responsibility of others or as follows:

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.


3.2 Contractor shall commence with construction on or about START DATE but in no case later than 5 (five) days after receipt of building permit. Contractor shall have obtained Completion of the entire project (as defined by the receipt of an unconditional Certificate of Occupancy issued by the jurisdictional permitting authority or other proof of completion acceptable to the Owner) on or before COMPLETION DATE but in no case later than CONTRACT DURATION (DAYS) calendar days from receipt of building permit. For each and every day earlier than COMPLETION DATE that the project is considered complete by the Owner, the Contractor shall be compensated in the amount of One thousand dollars ($1,000) per day; not to exceed an amount of Five thousand dollars ($5,000) per contract. Liquidated damages of One thousand dollars ($1,000) per day shall be assessed to the Contractor for each day after COMPLETION DATE. Delays in construction may be approved by Owner as stipulated under Section 8.3.1 of the General Conditions and by obtaining a properly executed Request for Delay form (see Exhibit K). In the event that the Contract Completion Date is modified by circumstances beyond the Contractor’s control and with consent of the Owner as previously stipulated, the new Bonus and Liquidated Damages start dates shall maintain their relative position in time as they relate to the approved, modified Completion Date. 3.3 Completion (as defined in 3.2 of this contract), after notice to proceed by the owner, is subject to adjustments of the Contract Time as provided in Article 8.3.1 of the General Conditions (Exhibit L).

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 CONTRACT SUM ($XXX,XXX.00), subject to additions and deductions and retainage as provided in the Contract Documents and in the manner set forth in Article 5. 4.1.1 Refer to Exhibit “E“ for contract breakdown. These amounts shall be utilized for accounting purposes only. 4.1.2 Contract Sum excludes the following additional scope items: (See Exhibit “F”- Contractor’s Bid Qualifications and Clarifications - attached).

ARTICLE 5 PROGRESS PAYMENTS

5.1 Based upon Applications for Payment submitted to the Owner’s Representative by the Contractor 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: Contractor will submit to the Owner two (2) original Applications for Payment along with supporting documentation for changes in the scope of work and appropriate Lien Releases from Contractor, Sub-contractors and Vendors for the period covered by the Application for Payment no later than the 25th day of each calendar month projecting work to be completed through the last calendar day of each month. The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. 5.3 Provided an Application for Payment is received by the Owner’s Representative not later than the 25th day of the month, and the application has been reviewed and accepted by the Owner’s Representative, the Owner shall make payment to the Contractor not later than the last Thursday of the following month. If an Application for Payment is received by the Owner’s Representative after the application date fixed above payment shall be made by the Owner not later than thirty (30) days after the Owner’s Representative has received and reviewed and approved 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 Owner’s Representative, 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 the Work completed 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 the 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 ten (10%) percent. Pending final determination of cost to the Owner of changes in the Work, amounts not in the dispute may be included as provided in Subparagraph 7.3.7 of the General Conditions (Exhibit “L”) even though the Contract Sum has not yet been adjusted by Change Order. 5.6.2 Add that portion of the Contact Sum properly allocable to materials and equipment delivered and suitable stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitable stored off the site at a location agreed upon in writing), less retainage of ten (10%) percent. 5.6.3 Subtract the aggregate of previous payments made by the Owner. 5.6.4 Subtract amounts, if any, for which the Architect or the Owner’s Representative has withheld or nullified a Certificate for Payment as provided in Paragraph 9.5 of the General Conditions (Exhibit “L”). 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 ninety percent (90%) of the Contract Sum, less such amounts as the Owner’s Representative 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 (Exhibit “L”). 5.8 Reduction or limitation of retainage, if any, shall be as follows: Retainage shall be released after Completion (as defined in 3.2 of this contract), and submittal of all close out documents as noted in Exhibit “A”, less one and one-half the value of any uncompleted or punch list items, not withstanding limitations of qualifications under Article 6 of this contract

ARTICLE 6

FINAL PAYMENT

6.1 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 non-conforming Work as provided in Subparagraph 12.2.2 of the General Conditions (Exhibit “L”) and to satisfy the retainage requirements of Article 5.8 in this contract, Full and Final Lien Releases from the General Contractor, Sub-Contractors, Suppliers and Vendors whose contract amount exceeds one thousand dollars ($1,000.00), compliance with Owner’s final close-out requirements listed in “Exhibit A”, other requirements, if any, which necessarily survive final payment; and (2) the final Certificate for Payment has been approved by the Owner, such final payment shall be made by the Owner not more than 45 days after the issuance of the final Certificate for Payment and all non-conforming work or final punch list items have been completed and accepted by the Owner’s Representative.

ARTICLE 7 TERMINATION

7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of the General


Conditions (Exhibit “L”). 7.2 DELAYS AND EXTENSION OF TIME 7.2.1 If the Contractor is delayed at any time in the commencement or progress of the Work by (i) an action of the Owner, Architect or separate contractor employed by the Owner and such action is not authorized in the Contract Documents or not otherwise reasonably anticipated and such action unreasonably interferes with the Contractor’s commencement or progress of the Work, (ii) changes ordered in the Work by Owner, (iii) fire or other unavoidable casualties, (iv) adverse weather conditions that are abnormal for the period of time and that could not have been reasonably anticipated or (v) other causes which the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner may determine; provided, however, no extension of the Contract Time shall be made for conditions occurring on Sundays or legal holidays, no extension of the Contract Time shall be granted for drying time of materials, and no extension of the Contract Time shall be granted unless written notification to the Owner is received in writing on the Monday following the Friday of the week in which the event occurred, giving rise to such delay and stating with specificity such notice the impact of such event to the Work schedule. Weather days which could not be reasonably anticipated will be determined by local NOAA or AGC Chapter data and will be cumulative for the project. Reasonably anticipated weather delays shall be included in the Contract Time. At no time will the Contract Time be reduced below the number of days as detailed in Article 3.2.

ARTICLE 8 MISCELLANEOUS PROVISIONS

8.1 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. 8.2 Payments which are not in dispute and are due and unpaid for over 60 days, under the Contract, shall bear interest from the date payment is due at the prevailing Prime Interest Rate published by the Wall Street Journal. 8.3 The Owner shall be defined as follows: All holders of record title, the principals of title holding nominees and the beneficial owners of title holding land trusts. In addition, the term encompasses any trustees, partners and beneficiaries of trusts, partnerships or joint ventures which are the principals or which are beneficial owners of title holding land trusts and the agents, officers and employees of any of the foregoing. 8.4 Owner’s Representative shall act as the sole liaison between the Contractor and the Owner. Owner’s Representative shall interpret the Contract Documents, and shall inspect the Work and determine whether the Work is being accomplished in accordance with the Contract Documents and in a first class workmanlike manner, and may reject any Work not so conforming or give such instructions as, in his discretion, may be necessary to correct any deficiencies. The Owner’s Representative shall approve any payments of installments to the Contractor, based on his observation of the Work. The Owner’s Representative shall determine when the Project has been Substantially Completed and when it has been Finally Completed, for the purpose of approving payments to the Contractor that may be dependent thereon. No changes to the Contract Documents shall be binding upon the Owner unless approved in writing by the Owner, prior to the commencement. Upon the Contractor’s failure to perform any of its obligations under this Agreement, Owner may, if it is able and at its sole option and discretion, perform such obligation on Contractor’s behalf, and in such event, Contractor shall be liable to Owner for any and all costs associated with such performance (including reasonable attorney fees), which costs may, without limiting any other remedies to which Owner may be entitled, be offset against any payments otherwise due Contractor pursuant to this Agreement. 8.5 No general or limited partner, officer, director, employee or shareholder of Owner shall be personally liable for the performance of Owner’s obligations under this Agreement. The liability of Owner for Owner’s obligations under this Agreement shall be limited to Owner’s interest in the property where the Work is being performed, and Contractor shall not look to any of Owner’s other assets for enforcement or satisfaction of any such obligation, nor shall Contractor seek recourse for such enforcement or satisfaction against any general or limited partner, officer, direction, employee or shareholder of Owner. 8.6 Contractor acknowledges that Owner’s Representative is acting in connection with the performance of this


Agreement solely as agent for Owner, and is not to be held liable for any claims or obligations that may accrue to Contractor in connection with the performance of this Agreement. 8.7 In addition to the provision of the “General Conditions to the Contract” (Exhibit L) regarding “Changes in the Work” the contractor agrees to the following applicable markup percentages to be added to material and labor to cover overhead and profit: 8.7.1 Allowance to Contractor for overhead and profit for extra work performed by Contractor’s own forces:

Ten percent (10%) 8.7.2 Allowance to Contractor for overhead and profit for extra work performed by a subcontractor and supervised by Contractor:

Eight percent (8%) 8.8 Contractor represents that it has built projects of similar type and scope and recognizes what is required for the project’s completeness regardless of lack of coordination or code-required items missed in their preliminary review. Contractor also represents it has visited the actual site of the project to insure his proposal has included everything required to the extent it is shown on the contract documents to completely construct the project for its intended use.[Refer to Exhibit L, Paragraph 3.2.1: Review of Contract Documents and Field Conditions by Contractor]. 8.9 The Contractor shall include as additional insureds under all insurance policies all of the following:

Wall Development Group, LLC 1121 Grant St, Suite 2A Denver, CO 80203

PROPERTY ENTITY 1121 Grant St, Suite 2A Denver, CO 80203

LENDER ENTITY STREET ADDRESS CITY, ST ZIP 8.10 The following items are clarifications to the scope of work under this contract: Owner will provide the following materials only; Contractor to unload, provide necessary labor and materials to install and/or store all items as indicated in the Contract Documents. Contractor is liable for all materials damaged or missing once delivered and accepted at the site.

a. (None stipulated for this project) 8.11 Other provisions: 8.11.1 Contractor shall provide Owner within five (5) days upon the full execution of this Agreement, proof of insurance in the required coverage amounts and with the provisions as stated in Exhibit “B” attached to this Agreement. 8.11.2 Contractor shall provide Owner within fifteen (15) days upon the full execution of this Agreement, the names and contact information of all the utility service providers for the Project on the form attached as Exhibit “K” Item 2. 8.11.3 Contractor will implement use of Owner created forms as appropriate (a sample copy of each form is attached as part of Exhibit “K”). An electronic version of each will be forwarded to Contractor for their use. 8.11.4 Contractor shall provide to Owner by Friday morning of each week a Weekly Update Report detailing the

construction activities accomplished during the current week and the work planned for the upcoming week (a sample copy of this form is included as a part of Exhibit “K”). An electronic version will be forwarded


to Contractor for their use. Contractor shall also include a minimum of 10 (Ten) digital photos which depicts the overall status of the project with the Weekly Update Report. Four of these photos are to be taken from a distance that will reveal the current status of each of the four elevations of the building. All photos are to be delivered to Owner in a PDF or JPEG format via email or on a CD to arrive by Friday morning of each week during the construction process. If such photos are not provided as specified, a penalty of Five Hundred Dollars ($500.00) per week will be assessed against Contractor and withheld from the Progress Payments and deducted from the Contract Sum. Final project photos are to include night photos of the perimeter of the completed building verifying all lighting is functioning properly.

8.11.5 In addition, Contractor will install Owner’s provided Web Camera on the construction site within five (5) days of receiving temporary power and maintain same. The camera will be installed in a location agreed to have maximum visibility. 8.11.6 This contract may be assigned by Owner to another Owner at Owner’s sole discretion. 8.12. Entire Agreement. This Agreement, attached Exhibits, and Schedules express the entire agreement of the parties and supersede any and all previous agreements between Owner and Contractor with regard to the Property. There are no other understandings, oral or written, which in any way alter or enlarge the terms hereof, and there are no warranties or representations of any nature whatsoever, either expressed or implied, except as set forth herein. Any modification of this Agreement will be effective only if it is in writing and signed by the party to be charged.

8.13 All of the Exhibits and Schedules referenced in this Contract are attached hereto and incorporated as part of this Contract and shall have the same meaning as if they were incorporated fully within the text of this Contract.

8.14 Contractor covenants and agrees that: (i) all information provided to it by Owner in connection with the Project or resulting from Contractor’s work on the Project and review of relevant materials which is not already public information will be held in confidence by it, its agents and employees, and (ii) Contractor will return all such information to Owner once the construction contemplated by this Contract is completed or terminated.

8.15 Attorneys Fees. In any litigation, arbitration or other legal proceeding which may arise between any of the parties hereto, including Broker, the prevailing party shall be entitled to recover its costs and expenses, including costs and expenses of arbitration, court costs and expenses incurred on appeal, and reasonable attorneys’ fees incurred in any dispute through arbitration and appeal of and final judgment in addition to any other relief to which such party may be entitled.

8.16 Arbitration. Any controversy or claim between or among the parties hereto, including but not limited to those arising out of or relating to this Agreement, shall be determined and resolved by binding arbitration in accordance with the protocol for arbitration of commercial disputes of J.A.M.S./Endispute or American Arbitration Association. The arbitration shall be conducted in, and Judgment upon such arbitration award shall be entered in the applicable court of governing municipality where project is located. Exclusive venue for any litigation between the parties hereto shall be in the governing municipality where project is located. The parties hereto waive any challenge to personal jurisdiction or venue (including without limitation a challenge based on inconvenience) in the governing municipality where project is located and specifically consent to the jurisdiction in the governing municipality where project is located. 8.17 Severability. In the event any term or provision of this Agreement shall be held illegal, unenforceable or inoperative as a matter of law, the remaining terms and provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. 8.18 Addenda. Any addendum attached hereto and either signed or initialed by the parties shall be deemed a part hereof. This Agreement expresses the entire agreement of the parties and supersedes any and all previous agreements between them with regard to the Property. There are no other understandings, oral or written, which in any way alter or enlarge the terms hereof, and there are no warranties or representations of any nature whatsoever, either express or implied, except as set forth herein. Any modification of this Agreement will be effective only if it is in writing and signed by the party to be charged. 8.19 Time of Essence. Time is of the essence of this Contract and each and every term and provision hereof.


8.19.1 Inspections. The contractor will bear the sole responsibility for ordering, obtaining, and approval of all related inspections such as directed by the Owner and governing municipality. Owner shall be responsible for additional costs relating to any 3rd party inspections.

ARTICLE 9

ENUMERATION OF CONTRACT DOCUMENTS

9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as follows:

Exhibit “A” – Acceptance Check List Exhibit “B” – Insurance Requirements for Contractors Exhibit “C” – Landlord Work Letter or Obligation Schedule Exhibit “D” – Construction Drawings Exhibit “E” – Contractor’s Bid Schedule of Values – General Conditions Cost Exhibit “F” – Contractor’s Bid Qualifications and Clarifications Exhibit “G” – Project Construction Schedule Exhibit “H” – Additional Terms of Contract (Addenda) Exhibit “I” – Geotechnical Report (dated) Exhibit “J” – Letter of Commencement Exhibit “K” – Owner Forms to be utilized by Contractor; and Exhibit “L” – General Conditions of the Contract for Construction

9.1.1 The Supplementary and other Conditions of the Contract are those contained in the Project Manual created for construction at the specified Project location.

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 CONTRACTOR PROJECT ENTITY CONTRACTOR NAME 1121 Grant St, 2A STREET ADDRESS Denver, CO 80203 CITY, ST ZIP (Signature) (Signature)

Jason M James (Printed name) (Printed name)

Director of Construction (Printed Title) (Printed Title)

(Date) (Date)


EXHIBIT “A”

ACCEPTANCE CHECKLIST

NOTE: FINAL RETAINAGE WILL BE HELD UNTIL ALL ITEMS LISTED BELOW HAVE BEEN SUBMITTED AND ALL PUNCH LIST ITEMS HAVE BEEN COMPLETED. THE FOLLOWING CLOSE OUT ITEMS ARE REQUIRED WITHIN 45 (FORTY FIVE) DAYS AFTER SUBMISSION OF 90% DRAW (100% COMPLETE LESS RETAINAGE) IF CLOSE OUT ITEMS ARE NOT RECEIVED WITHIN THE 45 (FORTY FIVE) DAY PERIOD, LIQUIDATED DAMAGES OF $250.00 PER DAY WILL BE ASSESSED AND DEDUCTED FROM FINAL RETAINAGE.

.Acknowledged and Received

GC Initials Date

Owner Initials Date


ACCEPTANCE CHECKLIST NOTE: FINAL RETAINAGE WILL BE HELD UNTIL ALL ITEMS LISTED BELOW HAVE BEEN SUBMITTED AND ALL PUNCH LIST ITEMS HAVE BEEN COMPLETED. THE FOLLOWING CLOSE OUT ITEMS ARE REQUIRED WITHIN 45 (FORTY FIVE) DAYS AFTER SUBMISSION OF 90% DRAW (100% COMPLETE LESS RETAINAGE) IF CLOSE OUT ITEMS ARE NOT RECEIVED WITHIN THE 45 (FORTY FIVE) DAY PERIOD, LIQUIDATED DAMAGES OF $250.00 PER DAY WILL BE ASSESSED AND DEDUCTED FROM FINAL RETAINAGE.

1 Copy of Building Permit

2 Final Certificate of Occupancy

3 General Contractor's notarized Full Waiver and Release of Lien (See Exhibit K)

4 General Contractor's notarized Final Invoice Verification as shown on example

attached to General Construction Agreement (See Exhibit K)

5 General Contractor's Certificate of insurance indicating required coverage as stated on Sample

Insurance Certificate attached to General Construction Agreement (See Exhibit B)

6 General Contractor's letter of compliance with plans and specifications, addendum,

etc. in completion of the project (See Exhibit K)

7 Full and Final Lien Waivers for project related sub-contractors, vendors and suppliers (See Exhibit K)

8 Complete Subcontractor List - Including Contact Information: Company Name, Contact Person,

Physical Address, Phone Number; Scope of Work Performed, and Total

Amount of their Final Contract - Final Contract Amount to correspond to final lien waiver (See Exhibit K)

9 General Contractor’s, Subcontractor's and manufacturer's guarantees and warranties (See Exhibit K)

10 Owner's manuals for equipment to including but not limited to the following:

a: Door Hardware

b: Water Heater

c: Roof Warranty (15 year minimum)

11 Original City permitted set of drawings: Hard copy as well as scanned in PDF format saved on disc.

12 Verification of any and all other governmental required inspections or approvals (as

applicable)

13 Proof that all final inspections have been performed and accepted by the City (green tag

or equivalent); including but not limited to ADA approval.

14 Full and complete set of "As Built" drawings: Hard copy as well as scanned in PDF format saved on

disc.

15 11 Month Warranty Review (See Exhibit K)

16 All other items as required by the Contract and exhibits therein

PROVIDE OWNER ONE THREE RING BINDER OF ALL INFORMATION LISTED ABOVE ALONG

WITH A CD INCLUDING THE SAME INFORMATION SCANNED IN PDF FORMAT. THE CD SHOULD

INCLUDE SCANNED IMAGES OF FULL SETS OF BOTH THE "PERMITTED" SET OF DRAWINGS AND

"AS BUILT" DRAWINGS.


EXHIBIT “B”

INSURANCE REQUIREMENTS FOR GENERAL CONTRACTORS

Acknowledged and Received

GC Initials Date

Owner Initials Date


INSURANCE REQUIREMENTS FOR CONTRACTORS WORKERS COMPENSATION: Limits – Statutory Limits - $1,000,000 Employers Liability

COMMERCIAL GENERAL LIABILITY: Coverage must be provided on an “Occurrence “Form Limits $1,000,000.00 Each Occurrence Bodily injury and Property Damage $2,000,000.00 General Aggregate $1,000,000.00 Products-Completed Operations Aggregate $1,000,000.00 Personal Injury and Advertising Injury $ 50,000.00 Fire Damage $ 5,000.00 Medical Expense Commercial General Liability Coverage shall be written on ISO Occurrence Form CG 00 01 2004 or a substitute form providing equivalent coverage and shall cover liability arising from premises, operations, independent contractors, products-completed operations and personal and advertising injury. Contractor, Owner and all other parties required of the General Contractor, shall be included as insureds on the Commercial General Liability policy for Operations and Completed Operations, using ISO Additional Insured CG 20 10 1185 or endorsements providing equivalent coverage to the additional insured, such as a combination of CG 2033 and CG 2037. The endorsement number needs to be listed on the certificate. This insurance for the additional insureds shall be as broad as the coverage provided for the named insured subcontractor. It shall apply as primary and non-contributory insurance before any other insurance or self-insurance, including any deductible, maintained by, or provided to the additional insured. Any and all Subcontractors under the Contractor shall maintain Commercial General Liability insurance coverage for itself and all additional insureds for the duration of the project and maintain Completed Operations coverage for itself and each additional insured for at least 3 years after completion of the work.

COMPREHESIVE AUTOMOBILE LIABILITY: Limits - $1,000,000.00 Combined Bodily Injury and Property Damage Coverage – All Owned, Non-Owned and Hired Vehicles

UMBRELLA (following form): Limits $1,000,000.00 Each Occurrence $1,000,000.00 Aggregate $ 10,000.00 Retention

BUILDERS RISK: Limits are equal to the amount of the General Contract (plus change orders if applicable) ADDITIONAL INSURED: Wall Development Group, LLC, PROPERTY ENTITY, LENDER ENTITY and all other parties required by the contract are to be named as an Additional Insured on a primary and non-contributory basis under General Liability, Automobile, and Umbrella Policies. A Waiver of Subrogation is to be in place in favor of the same in respect to General Liability, Auto Liability, Workers Compensation and Umbrella Liability for the specific project for which Contract is executed.


NOTES: The above limit requirements may be satisfied by means of underlying policies and an Umbrella Liability Policy. Cancellation – All of the above policies must be endorsed to contain a provision that that the policies will not be cancelled or materially changed without 30 days advance written notice by certified mail to Owner and General Contractor. Certificate of Insurance – Before work commences and on behalf of General Contractor a Certificate of Insurance must be issued to Owner certifying to all coverage’s, limits, additional insured, and cancellation provisions referred to above. Insurance certificates must certify to the above coverages and limits or those limits specified in the general contract documents whichever are greater.


EXHIBIT “C”

LANDLORD WORK LETTER LANDLORD/TENANT OBLIGATION SCHEDULE


GC Initials Date

Owner Initials Date


EXHIBIT “D”

CONSTRUCTION DRAWINGS (INSERT TABLE)


GC Initials Date

Owner Initials Date


EXHIBIT “E”

CONTRACTOR’S BID SCHEDULE OF VALUES & GENERAL CONDITIONS COST


GC Initials Date

Owner Initials Date


EXHIBIT “F”

CONTRACTOR’S BID QUALIFICATIONS AND CLARIFICATIONS


GC Initials Date

Owner Initials Date


EXHIBIT “G”

PROJECT CONSTRUCTION SCHEDULE*

*To Be Provided by General Contractor


GC Initials Date

Owner Initials Date


EXHIBIT “H”

ADDITONAL TERMS OF CONTRACT (ADDENDA)

1. Supporting Documentation for Payments 2. Indemnification Agreement


GC Initials Date

Owner Initials Date


Exhibit “H” – Item 1

Additional Documentation for Payment Application

On submission of draw number one, Contractor will be required to submit as documentation:

A General Contractor’s conditional, partial lien waiver in the amount of the request for payment.

A list of all subcontractors under contract with the General Contractor including scope of work, contact name, contact information, physical address, and phone number.

On submission of draw number two and subsequent progress payments* Contractor will be required to submit as documentation:

A General Contractor’s conditional, partial lien waiver in the amount of the request for payment.

A General Contractor’s waiver unconditional partial lien waiver for the amount of the previous draw.

The General Contractor to provide unconditional full or partial lien waivers for the subcontractors’ work completed and billed in the previous draw.

An updated list of all subcontractors under contract with the General Contractor including scope of work, contact name, contact information, physical address, and phone number.

* The submission of the 90% Draw (100% complete less retainage) you will have 45 days to submit your final draw along with all Close Out Documents per Exhibit A.

On submission of final retainage draw:

A General Contractor’s conditional, full lien waiver in the amount of the retainage.

A General Contractor’s unconditional, partial lien waiver for the amount of the previous draw.

The General Contractor to provide the remainder of the unconditional, full lien waivers for all the subcontractors’ work.

A final and complete list of all subcontractors and material suppliers including scope of work, contact name, contact information, physical address, phone number and final amount of contract (to correlate with subcontractor/supplier final lien waivers).

All required Close-Out Documents per Exhibit A.


Exhibit “H” – Item 2

INDEMNIFICATION

CONTRACTOR WILL HOLD HARMLESS, INDEMNIFY, AND DEFEND WALL DEVELOPMENT GROUP, LLC., PROJECT ENTITY, AND LENDER ENTITY AND ITS SUBSIDIARIES, DIVISIONS, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES (HEREIN REFERRED TO AS OWNER) FROM ANY AND ALL CLAIMS, DAMAGES, DEMANDS, LOSSES, MECHANICS LIENS, SUITS OR COSTS (INCLUDING BUT NOT LIMITED TO LEGAL FEES), FROM ANY CAUSE WHATSOEVER, WHETHER ACTUAL OR ALLEGED, RELATING TO BODILY INJURY TO ANY PERSON (INCLUDING CONTRACTOR’S EMPLOYEES), DAMAGE TO OR DISAPPEARANCE OF ANY DELIVERED PROPERTY (INCLUDING OWNER’S PROPERTY), CLAIMS BY ANY SUBCONTRACTORS OR SUPPLIERS, BREACH BY THE CONTRACTOR OF ANY PROVISIONS OF THE CONTRACT, OR IMPROPER WORK, RELATING TO, CONTRIBUTED BY, OR ARISING FROM THE PRESENCE, ACTIVITIES, ACTS, OR OMISSIONS OF THE CONTRACTOR OR ANY OF IT’S SUBCONTRACTORS, AGENTS, OR EMPLOYEES IN THE PERFORMANCE OF SERVICES UNDER THIS CONTRACT. Immediately upon notification from the Owner that a loss, claim or demand under this indemnification has occurred, Contractor will notify its insurer or corporate counsel to assign defense representation to best defend the interests of Owner. Selected counsel is to be approved by and acceptable to the Owner. Should a Mechanics Lien be filed, Contractor will arrange for a “Release of Lien or bond around the Lien until Lien is resolved. Refusal by Contractor’s insurer to honor the indemnity requirements does not relieve Contractor of this requirement and Contractor will be obligated to reimburse Owner for all costs (including legal fees) incurred if Owner is required to provide for its own defense or enforce this indemnity agreement. The requirement to indemnify is not restricted by the limits of coverage, deductibles, or retention as specified in the Contractor’s insurance policy or the contract price of this agreement. ADDITIONALLY AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS THE OWNER (IF DIFFERENCE FROM CONTRACTOR) AFFILIATED COMPANIES OF CONTRACTOR, THEIR PARTNERS, JOINT VENTURES, REPRESENTATIVES, MEMBERS, DESIGNEES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (“INDEMNIFIED PARTIES”), FROM AND AGAINST ANY AND ALL CLAIMS FOR BODILY INJURY, DEATH OR DAMAGE TO PROPERTY, DEMANDS, DAMAGES, ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, JUDGMENTS, OBLIGATIONS AND ANY LIABILITIES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO INVESTIGATIVE AND REPAIR COSTS, ATTORNEYS’ FEES AND COSTS, AND CONSULTANTS’ FEES AND COSTS)(“CLAIMS”) WHICH ARISE OR ARE IN ANY WAY CONNECTED WITH THE WORK PERFORMED, MATERIALS FURNISHED, OR SERVICES PROVIDED UNDER THIS AGREEMENT BY CONTRACTOR OR ITS AGENTS. THESE INDEMNITY AND DEFENSE OBLIGATIONS SHALL APPLY TO ANY ACTS OR OMISSIONS, NEGLIGENT OR WILLFUL MISCONDUCT OF CONTRACTOR, IT EMPLOYEES OR AGENTS, WHETHER ACTIVE OR PASSIVE. SAID INDEMNITY AND DEFENSE OBLIGATIONS SHALL FURTHER APPLY, WHETHER OR NOT SAID CLAIMS ARISE OUT OF THE CONCURRENT ACT, OMISSION, OR NEGLIGENCE OF THE INDEMNIFIED PARTIES, WHETHER ACTIVE OR PASSIVE. CONTRACTOR SHALL NOT BE OBLIGATED TO INDEMNIFY AND DEFEND CONTRACTOR OR OWNER FOR CLAIMS


FOUND TO BE DUE TO THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF INDEMNIFIED PARTIES.

Agreed to this day of , 20____.

Contract for: Project: #XXX: PROJECT NAME STREET ADDRESS

CITY, ST ZIP

OWNER: GENERAL CONTRACTOR: PROJECT ENTITY CONTRACTOR NAME 1121 Grant St, Suite 2A STREET ADDRESS Denver, CO 80203 CITY, ST ZIP

(Name) Jason James (Printed Name)

Director of Construction (Title) (Title) PLEASE PRINT CLEARLY (Date) (Date) PLEASE PRINT CLEARLY


EXHIBIT “I”

GEOTECHNICAL REPORT



GC Initials Date

Owner Initials Date

EXHIBIT “J”

LETTER OF COMMENCEMENT (REFER TO 3.2 DATES)


GC Initials Date


Owner Initials Date

EXHIBIT “K”

OWNER FORMS TO BE UTILIZED BY CONTRACTOR*

1. Weekly Project Update 2. Utility Information Sheet 3. Application Cert. for Payment and Continuation Sheets (CS = 5 pages) 4. Change Order Form 5. Request for Delay 6. Final Invoice Verification Letter 7. Letter of Contractor Compliance 8. General Contractor Affidavit and Waiver of Lien (Interim) 9. General Contractor Affidavit – Full and Final Waiver of Lien 10. Subcontractor/Vendor Affidavit and Waiver of Lien 11. General Contractor One Year Warranty Agreement 12. Subcontractor One Year Warranty Form 13. Complete Subcontractor List 14. 11 Month Warranty Review

* All editable forms to be delivered by Wall Development Group, via email and/or on disc for use by General Contractor.



GC Initials Date

Owner Initials Date


EXHIBIT “L”

A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION


GC Initials Date

Owner Initials Date

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