General Conditions of The Contract For Construction

Exhibit 10.210


for the following PROJECT:

(Name and location or address):

Design and Construction of the world headquarters building for Pharmaceutical

Products Development, Inc.' s Headquarters Wilmington, NC


THE OWNER:

(Name and address):

River Ventures LLC

3151 South 17th Street Wilmington, NC 28412


THE ARCHITECT:

(Name and address):

Cline Design Associates, P.A.

125 North Harrington Street

Raleigh, NC 27603


THE CONTRACTOR and CONSTRUCTION MANAGER:


Bovis Lend Lease, Inc. 8540 Colonnade Center Drive, Suite 201

Raleigh, NC 27615

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion. The author may also have revised the text of the original AlA 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 AlA text.


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

TABLE OF ARTICLES

1 GENERAL PROVISIONS 3

2 OWNER 4

3 CONTRACTOR 5

4 ADMINISTRATION OF THE CONTRACT 10

5 SUBCONTRACTORS 15

6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 16

7 CHANGES IN THE WORK 17

8 TIME 19

9 PAYMENTS AND COMPLETION 20

10 PROTECTION OF PERSONS AND PROPERTY 25

AlA Document A2O199 - 1997. Copyright a9 1911, 1915, 1918, 1925, 1937, 1951 1958, 1961 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA 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 AlA software at 14:53:55 on 08/18/2005 under Order No.1000194010 1 which expires on 8/18/2006, and is not for resale. 1

11 INSURANCE AND BONDS 27

12 UNCOVERING AND CORRECTION OF WORK 30

13 MISCELLANEOUS PROVISIONS 31

14 TERMINATION OR SUSPENSION OF THE CONTRACT 32

AlA Document A2O199 - 1997. Copyright a9 1911, 1915, 1918, 1925, 1937, 1951 1958, 1961 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA 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 AlA software at 14:53:55 on 08/18/2005 under Order No.1000194010 1 which expires on 8/18/2006, and is not for resale. 2

ARTICLE I GENERAL PROVISIONS


a7 1.1 BASIC DEFINITIONS a7 1.1.1 THE CONTRACT DOCUMENTS

The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter the Agreement), Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment o the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include other documents such as bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor' s hid or portions of Addenda relating to bidding requirements).


a7 1.1.2 THE CONTRACT


The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and Contractor, (2) between the Owner and a Subcontractor or Sub-subcontractor, (3) between the Owner and Architect or (4) between any persons or entities other than the Owner and Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect' s duties.


a7 1.1.3 THE WORK

The term " Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to he provided by the Contractor to fulfill the Contractor' s obligations. The Work may constitute the whole or a part of the Project.


a7 1.1.4 THE PROJECT

The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors.

a7 1.1.5 THE DRAWINGS

The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams.


a7 1.1.6 THE SPECIFICATIONS


The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services.


a7 1.1.7 THE PROJECT MANUAL

The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample forms, Conditions of' the Contract and Specifications. The Project Manual includes these General Conditions, the Specifications and all Addenda issued prior to the execution of the Agreement.

a7 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS

a7 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. In the event of discrepancies between or within Contract Documents, which were known or should have reasonably been known, , the Construction Manager shall provide the better quality or greater quantity and shall comply with the more stringent requirements and either or both in accordance with the Architect' s interpretation. The Construction Manager shall bring all known inconsistencies to the Architect' s attention, prior to installation, for the Architect' s interpretation.


a7 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade.

AlA Document A2O199 - 1997. Copyright a9 1911, 1915, 1918, 1925, 1937, 1951 1958, 1961 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA 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 AlA software at 14:53:55 on 08/18/2005 under Order No.1000194010 1 which expires on 8/18/2006, and is not for resale. 3

a7 1.2.3 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings.


a7 1.3 CAPITALIZATION


a7 1.3.1 Terms capitalized in these General Conditions include those which are (I) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects.


a7 1.4 INTERPRETATION

a7 1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as " all" and " any" and articles such as " the" and " an," hut the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement.


a7 1.5 EXECUTION OF CONTRACT DOCUMENTS


a7 1.5.1 The Contract Documents shall he signed by the Owner and Contractor. If either the Owner or Contractor or both do not sign all the Contract Documents, the Architect shall identify such unsigned Documents upon request.


a7 1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents.


a7 1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE

a7 1.6.1 The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect and the Architect' s consultants are Instruments of Service through which the Work to be executed by the Contractor is described. The Contractor may retain one record set. Neither the Contractor nor any Subcontractor, Sub-subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect or the Architect' s consultants, and unless otherwise indicated the Architect and the Architect' s consultants shall he deemed the authors of them and will retain all common law, statutory and other reserved rights, in addition to the copyrights. All copies of Instruments of Service, except the Contractor' s record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect and the Architect' s consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub-subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect' s consultants. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect and the Architect' s consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect and the Architect' s consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect' s or Architect' s consultants' copyrights or other reserved rights.

ARTICLE 2 OWNER a7 2.1 GENERAL

a7 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to hind the Owner with respect to all matters requiring the Owner' s approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term " Owner" means the Owner or the Owner' s authorized representative.

a7 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic' s lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner' s interest therein.

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a7 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER

a7 2.2.1 The Owner shall, at the written request of the Contractor, prior to commencement of the Work and thereafter, furnish to the Contractor a Guaranty in the form as shown in Exhibit A.

a7 2.2.2 Except for building permits and fees, including those required under Section 3.7.1, which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay ftr necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities.

a7 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall he entitled to rely on the accuracy of information furnished by the Owner provided that the Construction Manager has diligently reviewed the information and has informed the Owner in writing if it has actual knowledge of incorrect information. The Construction Manager shall exercise proper precautions relating to the safe performance of the Work.

a7 2.2.4 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner with reasonable promptness. Any other information or services relevant to the Contractor' s performance of the Work under the Owner' s control shall be furnished by the Owner after receipt from the Contractor of a written request for such information or services.


a7 2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, such copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work.

a7 2.3 OWNER' S RIGHT TO STOP THE WORK

a7 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or persistently fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3.


a7 2.4 OWNER' S RIGHT TO CARRY OUT THE WORK


a7 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the contractor a second written notice to correct such deficiencies within a three-day period. If the Contractor within such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner' s expenses and compensation for the Architect' s additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner.


a7 2.5.1 In no event shall the Owner have control over, charge of, or any responsibility for construction means, methods, techniques, sequences or procedures or for safety precautions unless the respective subcontractor or vendor is working directly for/with the Owner.

ARTICLE 3 CONTRACTOR


a7 3.1 GENERAL

a7 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number, The term " Contractor" means the Construction Manager or the Construction Manager' s authorized representative.

a7 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. AlA Document A2O199 - 1997. Copyright a9 1911, 1915, 1918, 1925, 1937, 1951 1958, 1961 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA 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 AlA software at 14:53:55 on 08/18/2005 under Order No.1000194010 1 which expires on 8/18/2006, and is not for resale. 5

a7 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect' s administration of the Contract, or by tests, inspections or approvals required or performed by persons other than the Contractor.

a7 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR


a7 3.2.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or omissions discovered by the Contractor shall be reported promptly to the Architect as a request for information in such form as the Architect may require.


a7 3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Architect, but it is recognized that the Contractor' s review is made in the Contractor' s capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations, but any nonconformity discovered by or made known to the Contractor shall be reported promptly to the Architect.

a7 3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications or instructions issued by the Architect in response to the Contractor' s notices or requests for information pursuant to Sections 3.2.1 and 3.2.2. the Contractor shall make Claims as provided in Sections 4.3.6 and 4 3 7 If the Contractor fails to perform the obligations of Sections 3.2.1 and 3.2.2, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. The Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless the Contractor recognized such error, inconsistency, omission or difference and knowingly failed to report it to the Architect.


a7 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES


a7 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor' s best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall he fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any resulting loss or damage.


a7 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor' s employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors.

a7 3.3.3 The Contractor shall he responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work.


a7 3.4 LABOR AND MATERIALS


a7 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work,

AlA Document A2O199 - 1997. Copyright a9 1911, 1915, 1918, 1925, 1937, 1951 1958, 1961 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA 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 AlA software at 14:53:55 on 08/18/2005 under Order No.1000194010 1 which expires on 8/18/2006, and is not for resale. 6

a7 3.4.2 The Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order.


a7 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor' s employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them.


a7 3.5 WARRANTY

a7 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor' s warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment.


a7 3.6 TAXES


a7 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect.

a7 3.7 PERMITS, FEES AND NOTICES

a7 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required when bids are received or negotiations concluded. The Construction Manager shall furnish the Owner with copies of certificates of all permits and fees, licenses and inspections necessary for the proper execution and completion of the Work for which the Construction Manager is responsible. Upon completion of the Work, the Construction Manager shall deliver to the Architect original copies of all required certificates of inspection.

a7 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the Work.


a7 3.7.3 It is not the Contractor' s responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Architect and Owner in writing, and necessary changes shall he accomplished by appropriate Change Order.


a7 3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction.


a7 3.8 ALLOWANCES

a7 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection.


a7 3.8.2 Unless otherwise provided in the Contract Documents:

.1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts;

.2 Contractor' s costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum hut not in the allowances;

.3 whenever costs are more tha ...