Owner/contractor Agr.

Exhibit 10(n)


AIA Document A111 (1987 Edition)


Standard Form of Agreement between Owner
and Contractor (Buildings)


THIS AGREEMENT is executed on _______________ ___, 1994 but shall be effective for all purposes as of August 2, 1993 by and between AmSouth Bank N.A., a national banking association ("Owner"), P. O. Box 11007, Birmingham, Alabama 35288 and Brasfield & Gorrie, General Contractor, Inc. ("Contractor"), a Delaware Corporation, 729 South 30th Street, Birmingham, Alabama 35233.


Background


The Owner and Contractor entered into that certain Standard Form of Agreement Between Owner and contractor dated as of August 2, 1993 (the "Original Agreement") which provided for the construction of both the buildings and the infrastructure associated with the buildings in the AmSouth Riverchase Administrative Offices and Training Facility located on approximately ninety-three (93) acres of land in Riverchase in Hoover, Alabama. After some of the construction had been done, AmSouth entered into an agreement to sell the buildings to Sun Riverchase Limited Partnership ("Sun Riverchase").


In connection with that sale, the parties agreed that the Owner would assign the Original Agreement to Sun Riverchase insofar as it governs and provides for the construction of the buildings. The portion of the Original Agreement that governs and provides for the construction of the infrastructure will not be assigned, but will remain in effect between the Owner and the Contractor. In order to accomplish this, the Owner and the Contractor have agreed to divide the Original Agreement into two (2) agreements. This Agreement governs and provides for the construction of the buildings. Contemporaneously with the execution of this Agreement, the Owner and the Contractor are entering into that certain Standard Form of Agreement Between Owner and Contractor (Infrastructure) that governs and provides for the construction of the infrastructure.


Agreement


NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the Owner and the Contractor hereby agree as follows:


EXHIBIT 10(n)


THE FOLLOWING DOCUMENT IS A REPRODUCTION OF AIA DOCUMENT A111, STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR PRINTED BY THE AMERICAN INSTITUTE OF ARCHITECTS, TENTH EDITION. THE BRACKETED PARAGRAPHS NUMBERED 12.6 THROUGH 12.6.3 AND PART OF 15.1 THROUGH 15.4 ARE MARKED THROUGH ON THE PRINTED ORIGINAL AND THE PARTIES TO THE AGREEMENT HAVE AGREED TO EXCLUDE THOSE PARAGRAPHS FROM THE AGREEMENT.


AIA Document A111


Standard Form of Agreement
Between Owner and Contractor
where the basis of payment is the
COST OF THE WORK PLUS A FEE
with or without a Guaranteed Maximum Price


1987 EDITION


THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES;
CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO
ITS COMPLETION OR MODIFICATION.


This document has been approved and endorsed by The Associated General
Contractors of America.


AGREEMENT


made as of the 2nd day of August in the year of Nineteen Hundred and Ninety-Three BETWEEN the Owner: AmSouth Bank N.A. (Name and address) Post Office Box 11007
Birmingham, Alabama 35288
and the Contractor: Brasfield & Gorrie General Contractor, Inc. (Name and address) 729 South 30th Street
Birmingham, Alabama 35233
the Project is: AmSouth Riverchase Administrative (Name and address) Offices and Training Facility
Riverchase Parkway and Parkway
Office Circle
Hoover, Alabama
the Architect: Lohan Associates, Inc. (Name and address) 225 North Michigan Avenue, Suite 800
Chicago, Ill 60601


The Owner and Contractor agree as set forth below.


ARTICLE 1
---------


THE CONTRACT DOCUMENTS


1.1 The Contract Documents consist of this Agreement, General Conditions of the Contract attached hereto, Drawings, Specifications, addenda issued prior and subsequent 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 16. If anything in the other Contract Documents is inconsistent with this Agreement, this Agreement shall govern.


ARTICLE 2
---------


THE WORK OF THIS CONTRACT


2.1 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:


Two administrative office buildings, a pedestrian connector between them, a parking deck and a training facility for the AmSouth Bank Administrative/Training Facility Phase I located on approximately 93 acres of land in Riverchase in Hoover, Alabama.


Attached hereto as Exhibit A is a line item budget and schedule of values, both in effect as of the date this Agreement is executed, which set out in more detail the scope of the Project.


ARTICLE 3
---------


RELATIONSHIP OF THE PARTIES


3.1 The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and utilize the Contractor's best skill, efforts and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to make best efforts to furnish at all times an adequate supply of workers and materials; and to perform the Work in the best way and most expeditious and economical manner consistent with the interests of the Owner. The Owner agrees to exercise best efforts to enable the Contractor to perform the Work in the best way and most expeditious manner by furnishing and approving in a timely way information required by the Contractor and making payments to the Contractor in accordance with requirements of the Contract Documents.


ARTICLE 4
---------


DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION


4.1 The date of commencement is the date from which the Contract Time of Subparagraph 4.2 is measured; it 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.)


The date of commencement shall be the date so designated in a notice to proceed issued by the Owner, which date must be on or after the date on which a building permit for the Project has been issued by the City of Hoover. 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 interests.


4.2 The contractor shall achieve Substantial Completion of the entire Work not later than a date to be agreed upon by the Owner and Contractor at a later date, subject to adjustments of this Contract Time as provided in the Contract Documents. The Contractor agrees that at least 105,000 square feet of usable space on three contiguous floors (the "Space") must be substantially complete in time for the Owner's employees to fully occupy the Space and conduct business therein on June 1, 1995.


(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.)


(Insert provisions, if any, for liquidated damages relating to failure to complete on time.)


The Contractor acknowledges that the Owner will need to begin moving into the Space and otherwise preparing the Space for occupancy as administrative offices prior to June 1 so that the Owner can fully conduct its business therein on and after June 1, and the Contractor will cooperate with and assist the Owner in so doing. The Owner agrees that the Space may be located on the top three floors of the North administrative office building.


ARTICLE 5
---------


CONTRACT SUM


5.1 The Owner shall pay the Contractor in current funds for the Contractor's performance of the Contract the Contract Sum consisting of the Cost of the Work as defined in Article 7 less the cost of all materials and equipment which are purchased on behalf of the Owner by the Contractor or a Subcontractor, as Agent for the Owner, and for which the Owner pays the vendor thereof directly and the Contractor's Fee determined as follows:


(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Fee, and explain how the Contractor's Fee is to be adjusted for changes in the Work.)


The Contractor's Fee shall be Four Percent. (4%) of the Cost of the work.


5.2 GUARANTEED MAXIMUM PRICE (IF APPLICABLE)


5.2.1 The sum of the Cost of the Work and the Contractor's Fee is guaranteed by the Contractor not to exceed an amount to be determined at a later date; provided however that the cost of the work and the Contractor's Fee shall in no event exceed $62,167,864.00, Dollars ($ ), 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.)


5.2.2 The Guaranteed Maximum Price 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, but only if a Guaranteed Maximum Price is inserted in Subparagraph 5.2.1. 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.)


5.2.3 The amounts agreed to for unit prices, if any, are as follows:


(State unit prices only if a Guaranteed Maximum Price is inserted in Subparagraph 5.2.1.)


ARTICLE 6
---------


CHANGES IN THE WORK


6.1 CONTRACTS WITH A GUARANTEED MAXIMUM PRICE


6.1.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be determined by any of the methods listed in Subparagraph 7.3.3 of the General Conditions.


6.1.2 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 Clause 7.3.3.3 of the General Conditions and the terms "costs" and "a reasonable allowance for overhead and profit" as used in subparagraph 7.3.6 of the General Conditions shall have the meanings assigned to them in the General Conditions 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.


6.1.3 In calculating adjustments to this Contract, the terms "cost" and "costs" as used in the above-referenced provisions of the General Conditions 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 Paragraph 5.1 of this Agreement.


6.2 CONTRACTS WITHOUT A GUARANTEED MAXIMUM PRICE


6.2.1 Increased costs for the items set forth in Article 7 which result from changes in the Work shall become part of the cost of the Work, and the Contractor's Fee shall be adjusted as provided in Paragraph 5.1.


6.3 ALL CONTRACTS


6.3.1 If no specific provision is made in Paragraph 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 Paragraph 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.


ARTICLE 7
---------


COST OF THE WORK


7.1 The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of the Work plus the cost of all materials and equipment which are purchased on behalf of the Owner by the Contractor or a Subcontractor, as Agent for the Owner, and for which the Owner pays the Vendor thereof directly. 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.


7.1.1 LABOR COSTS


7.1.1.1 Wages of construction workers directly employed by the Contractor to perform the construction of the Work at the site or, with the Owner's agreement, at off-site workshops.


7.1.1.2 Wages or salaries of the Contractor's supervisory and administrative personnel when stationed at the site with the Owner's agreement.


It is intended that all or part of the wages or sal ...