STIPULATED SUM AGREEMENT
MedImmune, Inc. and Contractor
Made this 28 day of June in the year 2002 BETWEEN MedImmune, Inc., of Gaithersburg, Maryland (MedImmune) and HITT Contracting Inc.
of Fairfax, Virginia ("the Contractor") MedImmune and the Contractor agree as set forth below.
THE CONTRACT DOCUMENTS
The Contract Documents consist of the Agreement, any Exhibits attached hereto, Drawings, Specifications, all
Addenda issued prior to execution of the Agreement and all Modifications issued subsequent thereto. These form
the Contract, and all are as fully a part of the Contract as if attached to the Agreement or repeated herein. An
enumeration of the Contract Documents appears in Paragraph 8.3.
The Contractor shall perform all the Work required by the Contract Documents, namely:
The Contractor shall perform general construction for the MedImmune, Inc. Administration / R&D Campus Project, Phase I, Site
Work, Core and Shell.
The Project Manager for this Project is (CONFIDENTIAL TREATMENT REQUESTED), of MedImmune, Inc. The Contractor must take all
direction from the Project Manager.
TIME OF COMMENCEMENT AND COMPLETION
Time is of the essence with regard to this Contract. The Work to be performed under this Contract shall be
commenced March 14, 2002 (Notice to Proceed date), and completed on or before (CONFIDENTIAL TREATMENT REQUESTED).
(Below insert any special provision for liquidated damages relating to failure to complete on time.)
The above completion date represents the date a certificate of occupancy is obtained for core and shell. The
Contractor shall expend premium time, at no cost to MedImmune, Inc., to preserve this date.
MedImmune shall pay the Contractor for the performance of the Work, subject to additions and deductions by Change
Order as provided in Article 12, in current funds, the Contract sum of: (CONFIDENTIAL TREATMENT REQUESTED).
Based upon request for payment, including final or partial Waiver of Lien, submitted to the Project Manager by
the Contractor and certification for payment issued by the Project Manager, MedImmune shall make progress
payments on account of the Contract Sum to the Contractor as provided in the Conditions of the Contract as
On or about the tenth day of each month,
(i) (CONFIDENTIAL TREATMENT REQUESTED) of the proportion of the Contract Sum allocable to labor, materials
and equipment incorporated in the Work, less the aggregate of previous payments; and
(ii) That portion of the Contract Sum allocable to materials and equipment suitably stored (as to which all
vendor security interests have been released) at the site up to the 1st day of that month less
the aggregate of previous payments.
(iii) All approved progressive payments shall be paid within 30 days of receipt of the invoice by the
Upon Substantial Completion of the entire Work, a sum sufficient to increase the total payments to the Contract
Sum, less amount retained, as the Project Manager shall determine, for all incomplete work and unsettled claims.
(Below insert any provisions made for limiting or reducing the amount retained after the Work reaches a certain
stage of completion.)
Final payment, constituting the entire unpaid balance of the Contract Sum, shall be paid by MedImmune to the
Contractor 30 days after Substantial Completion of the Work, unless otherwise stipulated in the Certificate
of Substantial Completion, provided the Work has then been completed, the Contract fully performed, and a final
certification for payment has been issued by the Project Manager.
8.1 Terms used in this Agreement which are defined in the Conditions of the contract shall have the meaning
designated in those Conditions.
8.2 The Contractor agrees to reimburse MedImmune for any expenses incurred by MedImmune as a result of any
mechanics lien or liens asserted against MedImmune's property by anyone furnishing materials or
rendering services in the execution of the Work which is the subject of this Contract, provided
MedImmune is not in default on any payments to the Contractor in accordance with the terms hereof at the
time of filing any such mechanics lien or liens; and MedImmune may retain from any amount due the
contractor such amounts as may be reasonably required to reimburse it for any such expense, and apply
the same against any such expense incurred, provided MedImmune has otherwise paid the contractor all the
amounts due it in accordance with the terms hereof.
8.3 The Contract Documents, which constitute the entire agreement between MedImmune and the Contractor, are
listed in Article 1 and, except for modifications issued after execution of this Agreement are
enumerated as follows:
(List below the Agreement, Conditions of the contract [General, Supplementary, Safety Regulations, and
other Conditions], Drawings, Specifications, Addenda and accepted Alternates, showing page or sheet
numbers in all cases and dates where applicable.)
(1) General Conditions of the Contract for Construction, AIA Document A201-1997, 1997
Edition-Electronic Format, Fifteenth Edition, 40 pages, attached; (2) MedImmune, Inc. Supplementary
General Conditions to the General Conditions of the Contract for Construction. AIA Document A201, 1997
Version, Revised 11/01, 7 pages, attached; (3) MedImmune, Inc. R&D/Admin Project Request for
Proposal Site Work, Core & Shell, 11-15-01, 14 pages, attached - Note that Attachment 1 of this
attachment (MEDCO Purchase Order Form) is omitted and is not included in this contract; (4) Contract
Addendum #1 MedImmune, Inc. Change Order Handling Procedure R&D/Admin Project, January 4, 2002, 1 page,
attached; (5) HO+K Memorandum from Jon Hoffscheider- Revised Bid Items: Conformed "Revision Zero"
Construction Set for Base Building: MedImmune: Phase I - R&D and Admin. Campus, May, 14, 2002 3 pages,
attached; (6) HO+K Fax Transmittal from Walt Urbanck to the attention of Curtis Rakosi of HITT,
Brian Rose of Clark, Tim Regan of Whiting-Turner, January 4, 2002, 26 pages, attached; (7) HITT
MedImmune, Inc. Administration and Research & Development Campus, Gaithersburg, Maryland, Exceptions to
the Contract Document Scope, 4 Feb 02, 8 pages, attached; (8) HITT Bid Proposal MedImmune, Inc.
Research and Development/Administration Campus, Final Bid Form, 1/9/02, 1 page, attached; (9) HITT
Bid Proposal MedImmune, Inc. Research and Development/Administration Campus Scope of Work, 1/10/02, 5
pages, attached; (10) HITT Letter from Jonathan Cadle, MedImmune - Phase 1 (Core & Shell),
Breakdown of Contract Value, June 27, 2002 1 page, attached; (11) HO+K Transmittal from Jon
Hoffschneider, Conformed "Revision Zero" Construction Set for Base Building: MedImmune: Phase 1 - R&D
and Admin. Campus, February 5, 2002, 1 page, attached; (12) MedImmune Specification List - 3/23/02,
5 pages, attached; (13) MedImmune Drawing List - 3/23/02, 7 pages, attached (14) HITT
MedImmune Cost Loaded Schedule 5/30/02, 71 pages, attached (15) Syska & Hennessy, Inc. Memorandum from
Karl Decker, MedImmune Core & Shell Addendum 5, Pre-Award Clarifications dated 1/15/02, 4 pages,
8.4 The contractor shall be responsible for compliance with all OSHA, and all other Federal, State, Local
and facility safety and security regulations.
The intent of these documents is to include all labor, material, appliances and services of every kind necessary
for the proper execution of the Work and the terms and conditions of payment thereof.
The documents are to be considered as one, and whatever is called for by any one of the documents shall be as
binding as if called for by all. In the event of any inconsistency between the provisions of any Contract
Documents, the provisions of the Supplementary General Conditions (if any) shall prevail over the provisions of
this and/or any General Conditions.
PROTECTION OF WORK, PROPERTY AND PERSONS
The Contractor shall adequately protect the Work, adjacent property and the public and shall be responsible for
any damage or injury due to its act or neglect.
INSPECTION OF WORK
The contractor shall permit and facilitate inspection of the Work by MedImmune and its agents and public
authorities at all times.
CHANGES IN THE WORK
MedImmune may order changes in the Work, the contract sum being adjusted accordingly. All such orders and
adjustments shall be in writing. Claims by the Contractor for extra cost must be made in writing before
executing the Work involved.
When MedImmune orders changes to the work, the Contractor shall not be entitled to any additional General
Conditions or Fee, nor shall its Subcontractors until the total aggregate sum of all approved MedImmune initiated
changes exceeds (CONFIDENTIAL TREATMENT REQUESTED). If in the event the total aggregate sum of all approved
MedImmune initiated changes exceeds (CONFIDENTIAL TREATMENT REQUESTED), then the Contractor and its
Subcontractors shall each be entitled to add (CONFIDENTIAL TREATMENT REQUESTED)additional General Conditions and
(CONFIDENTIAL TREATMENT REQUESTED)additional Fee of the cost of the work associated with the approved change.
When MedImmune orders changes to the work, the following unit prices shall be used:
Item Description Unit Prices
1 Import, Place and Compact Suitable Soils (CONFIDENTIAL TREATMENT REQUESTED)
2 Export Unsuitable Soils (CONFIDENTIAL TREATMENT REQUESTED)
3 Export Excess Construction Debris (CONFIDENTIAL TREATMENT REQUESTED)
4 Rock Excavation Premium (No Blasting) (CONFIDENTIAL TREATMENT REQUESTED)
5 On-Site Excavation (CONFIDENTIAL TREATMENT REQUESTED)
6 Concrete Sidewalk - 5' wide (CONFIDENTIAL TREATMENT REQUESTED)
7 Furnish / Install 10" waterline (4' depth) (CONFIDENTIAL TREATMENT REQUESTED)
8 Furnish / Install 10" Sewer (10' depth) (CONFIDENTIAL TREATMENT REQUESTED)
9 Furnish / Install Segmental Block Retaining Wall (3' ht) (CONFIDENTIAL TREATMENT REQUESTED)
10 Furnish / Install Segmental Block Retaining Wall (5' ht) (CONFIDENTIAL TREATMENT REQUESTED)
11 Concrete Curb and Gutter (CONFIDENTIAL TREATMENT REQUESTED)
12 Bituminous Pavement - Light Duty (CONFIDENTIAL TREATMENT REQUESTED)
13 Bituminous Pavement - Heavy Duty (CONFIDENTIAL TREATMENT REQUESTED)
14a Sediment Control: Earthwork Dike (A-1) (CONFIDENTIAL TREATMENT REQUESTED)
14b Sediment Control: Silt Fence (CONFIDENTIAL TREATMENT REQUESTED)
14c Sediment Control: Super Silt Fence (CONFIDENTIAL TREATMENT REQUESTED)
14d Sediment Control: Construction Entrance (CONFIDENTIAL TREATMENT REQUESTED)
CORRECTION OF WORK
The Contractor shall re-execute any work that fails to conform to the requirements of the contract and that
appears during the progress of the Work, and shall remedy any defects due to faulty materials or workmanship
which appear within a period of one year from the date of completion of the contract at no cost to MedImmune. The
provisions of this article apply to work done by subcontractors as well as to work done by employees of the
MEDIMMUNE'S RIGHT TO TERMINATE CONTRACT
Should the Contractor neglect to prosecute the Work properly, or fail to perform any provision of the contract,
MedImmune, after seven days' written notice to the contractor and its surety, if any, may, without prejudice to
any other remedy it may have, make good the deficiencies and may deduct the cost thereof from the payment then or
thereafter due the Contractor, or, at its option, may terminate the contract and take possession of all
materials, tools, and appliances, and finish the Work by such means as it sees fit, and if the unpaid balance of
the contract price exceeds the expense of finishing the Work, such excess shall be paid to the Contractor, but if
such expense exceeds such unpaid balance, the contractor shall pay the difference to MedImmune.
CONTRACTOR'S RIGHT TO TERMINATE CONTRACT
Should the work be stopped by any public authority for a period of thirty days or more, through no fault of the
contractor, or should the work be stopped through act or neglect of MedImmune for a period of fourteen days, or
should MedImmune fail to pay the Contractor any payment within ten days after it is due, then the Contractor,
upon seven days' written notice to MedImmune, may stop work or terminate the contract and recover from MedImmune
payment for all work executed together with reasonable profit and costs of demobilization.
Payments shall be made as provided in the agreement. The making and acceptance of the final payment shall
constitute a waiver of all claims by MedImmune, other than those arising from unsettled liens or from faulty work
appearing thereafter, as provided for under "correction of work": and of all claims by the Contractor except any
claims previously made and still unsettled. Payments otherwise due may be withheld on account of defective work
not remedied, liens filed, damage by the Contractor to others not adjusted, or failure by the Contractor to make
payments properly to subcontractors or for material or labor.
MedImmune has the right to let other contracts in connection with the work and the Contractor shall properly
cooperate with any such other contractors.
The Contractor shall, at all times, remain an independent contractor, and shall not be considered a
representative of, or agent of, MedImmune. To the fullest extend permitted by law, the Contractor shall
indemnify and hold harmless MedImmune, its agents and employees, from and against claims, damages losses and
expenses, included, but not limited to, attorney's fees arising out of or resulting from performance of the Work.
19.1 The Contractor, prior to the commencement of any Work under the Contract, shall purchase, and until
completion of the Work, shall maintain, such insurances as will protect it and MedImmune from all claims
which may arise out of or result from the contractor's performance under the Contract, whether such
performance be by itself or by one or more Subcontractors or by anyone directly or indirectly employed
by any of them, or by anyone for whose acts any of them may be liable.
19.2 The insurance required under paragraph 19.1 shall be written for not less than any limits of liability
specified herein or as required by law, whichever is greater, said insurance to include, without
limitation, the following:
A. Insurance for liability under the worker's compensation or occupational disease laws of any state or
other jurisdiction in which Work under the contract is performed (or be a qualified self-insurer
in those states and jurisdictions) or otherwise applicable with respect to persons performing Work hereunder
and employer's liability insurance covering all claims by or in Respect to the employees of the contractor
and all Subcontractors, providing:
a. Coverage for the statutory limits of all claims under the applicable State Workers' Compensation Act or
Acts. If the Work will result in exposures under the U.S. Longshoremen's and Harbor Workers Act and its
amendments, the Jones Act or the Federal Employer's Liability Act coverage shall be extended to include those laws;
b. Employers Liability Insurance with a limit of not less than (CONFIDENTIAL TREATMENT REQUESTED); and
c. Voluntary compensation insurance covering all employees not subject to the applicable Workers' Compensation Act or Acts.
B. Comprehensive General Liability Insurance (including watercraft liability coverage if the Work is on or
near water), with a combined single limit of not less than (CONFIDENTIAL TREATMENT REQUESTED)
for each occurrence involving personal injuries and/or property loss or damage during the term
of the Contract covering the Work herein described, such insurance to include, without
a. Coverage extensions for completed Operations, Blanket Contractual Liability, Independent contractors and SCU;
b. A standard endorsement to its Comprehensive General liability policy naming MedImmune as an additional
insured under said policy with respect to any contingent or indirect legal liability
of MedImmune arising out of the contractor's performance hereunder; and
c. Specific coverage for contractual liability assumed buy contractor under the indemnification agreement
contained in the Contract.
C. Comprehensive Automobile and Truck Liability Insurance covering all automotive equipment used in the
operations, with a combined single limit of not less than (CONFIDENTIAL TREATMENT REQUESTED)for each occurrence
involving a personal injuries and/or property damage.
D. The Contractor shall procure and maintain Umbrella (Excess) Liability coverage for the Comprehensive
General Liability, Comprehensive Automobile Liability and Employer's Liability, noted above, in
an amount of not less than (CONFIDENTIAL TREATMENT REQUESTED).
E. The contractor will permit no Subcontractor to enter upon or continue the performance of the Work unless
such Subcontractor is and remains insured in accordance with requirements which shall be
specified by the Contractor in Subcontractor agreements approved by MedImmune. The contractor
shall indemnify MedImmune for any loss suffered by it for the contractor's failure to require
any such Subcontractor to be so insured.
F. Certificates of Insurance acceptable to MedImmune shall be filed with
MedImmune prior to the commencement of the Work. These Certificates shall contain a provision
that coverages afforded under the policies will not be cancelled or modified until at least
thirty days prior written notice has been given to MedImmune. The compliance by the Contractor
with insurance requirements in paragraph 19.1 shall not relieve the Contractor from Liability
under the indemnification provision of the Contract.
19.3 MedImmune shall purchase and maintain, in a company or companies lawfully authorized to do business in
the jurisdiction in which the project is located, property insurance covering the entire work at the
site on a replacement cost basis. Such property insurance shall be maintained until final payment has
been made as provided in the contract. This insurance shall include the interests of MedImmune, the
contractor and Subcontractors in the Work, as their interests may appear.
19.4 MedImmune and contractor hereby agree to obtain waivers of any subrogation rights of their insurers for
any loss including, without limitation, loss of use and all consequential damages thereof, resulting
from risks to be insured under this Section.
19.5 MedImmune shall purchase and maintain such Boiler & Machinery insurance as may be required by the
contract Documents or by law. This insurance shall include the interests of MedImmune, the Contractor
and Subcontractors in the Work, as their interest may appear.
All claims or disputes arising out of this Contract or the Breach thereof shall be decided by arbitration in
accordance with the contraction Industry Arbitration Rules of the American Arbitration Association unless the
parties mutually agree otherwise. Notice of the demand for arbitration shall be filed in writing with the other
party to the contract and with the American Arbitration Association and shall be made within a reasonable time
after the dispute has arisen.
In Witness Whereof, the parties hereto executed this agreement as of the day and year first above written.
MEDIMMUNE, INC. HITT Contracting Inc.
By /s/ Randall M. Turner By /s/ Reginald J. Arnold, II
Randall M. Turner Reginald J. Arnold, II
Print Name Print Name
V.P. Engineering and Facilities Executive Vice President
July 5, 2002 August 7, 2002