This is two agreements condensed into one. The first relates to certain construction. The second to the devise of certain property (the "Non-Lease").

The construction portion (with Cinema Designs, Inc. ("CDG") is a Construction Contract (the "Contract") disguised as a Construction Project Management Agreement. As a result the obligations of a General Contractor under applicable law may be negated, or at best rendered more difficult to prove and enforce.

The Agreement asserts that it does not confer "any property interest, leasehold interest, or any ownership interest" (Section 2.1) upon CDG or AST. While such a construction might, arguably, diminish a commercial tenant's rights, if followed by a court, it would certainly diminish a landlord's rights under applicable law. The devise to AST is a lease, should be called a lease, and should contain all of the protections of a commercial lease. This is not an unimportant point.

There are no plans or specifications with respect to the work to be performed by CDG.

To the extent CDG submits plans and specifications to the town for its approval and receives such approval there are no penalties for failure to complete such work in a timely manner.

As a practical matter, the Contract guarantees that Stratford will pay $3,000,000 to CDG.

Should additional work (or costs which exceed the Guaranteed Maximum Price) be required to renovate the theatre to make it suitable for productions, the Contract purports to require CDG to do so at its expense. There are no penalties should it fail to do so.

The contract waives the competitive bid requirements of Stratford ordinances.

CDG's overhead is included in the price of the Contract (note that prior town approval may be required.) (This is an insult to the intelligence of anyone who knows how a project or a town operates. Under law, actual expenditures, whether or not approved, may be recoverable).

Any obligations of CDG which are not part of the Approved Plan and Work which remain undone might not lead to the nullification of the Non-Lease.

The Contract assumes that a "Representative of the Town" or the Town itself shall be supervising the work, particularly with respect to the costs thereof,

almost on a daily basis. The reason to hire a contractor is to avoid the need for such micromanagement.

This should be confirmed, but the standard for payment retention for subcontractors is normally 10%, not 5%.

Section 3.7.1.10, while purporting to exonerate the Town Representative from any obligation to verify anything, including arithmetic, is actually an opportunity for CDG to get away with anything, as long as it doesn't get caught by the Town itself.

Payment requirements within 10 days of submission (possibly only 5 days after submittal by the Town Representative) give no possible time for even cursory verification. 3.7.1.11. Standard contract payment times are usually no less than 30 days, and in a construction context where inspection or verification may be important, a shorter time period is of particular concern.

As-built drawings should be mandatory. Talk to the Fire Department.

All documentation required for Final Payment (3.7.2) should be provided to the Town and not maintained by CDG or AST.

Final payment within 15 day's of Town Representative's final Certificate (who, you may remember, has no obligation to verify anything) is unreasonable and puts the town at risk of having no leverage if problems surface upon inspection or verification.

Not to belabor the point, the time frames for review are unbelievable (3.7.2.3 and .4)

No Performance Bond (Note there are no plans and specifications. It would be hard to obtain one).

CDG's warranty for improper work is only one year.

There is no indication that CDG has any assets besides this Contract. Thus any obligations left unfulfilled past final payment might go unmet. AST should guarantee them.

The indemnification from CDG is worth no more than CDG is worth, if anything (subject to insurance requirements, if met and maintained, but note

the low policy limits for a project of this scope). Again, AST should guaranty.

The Non-Lease is essentially 40 year lease (the "Term").  During the Term, the town will receive no revenues (with the exception of $100,000 per year

(Sec. 12)) and no real property taxes. Any purported rent payments due can be spent by AST for maintenance and, on a property of this size and scope, in all practicality, will be.

The requirements for production of Shakespeare's works are limited to one per year. There are no artistic standards set forth for even the one production, no minimum number of performances of the one production, no requirements that the production vary from year to year.

AST's obligation to reimburse the town in the event of non-compliance (Sec. 7) would be limited to its value, which may not exceed the value of the Non-Lease.

There is no binding obligation to name the theatre the "American Shakespeare Theatre."

AST appears to have the right to participate in any grants obtained by the town in connection with the Theatre, the extent to which is not specified.

There are conflicting provisions with respect to responsibility of snow and ice removal.

There are no limitations on AST's right to develop the Property. In fact, the Town grants rights for a restaurant/banquet facility and/or a multi-unit residential dwelling building, ostensibly for employees and/or artistic personnel or actors. There are no specifications as to the size, location, height of such facilities. The town's consent to any such facilities shall "not be unreasonably withheld."

Is AST's insurance requirement sufficient?

If the facility is damaged and the town declines to terminate the agreement, the town has the obligation to repair.

The town represents that there are no hazardous materials on the Property. Has an environmental study been done? Compare the "As is" provision of paragraph 1.

Access by the town requires prior notice.

The town represents that there are no occupancies. Should be verified.

If CDG is dissolved or liquidated (or goes bankrupt etc.), even after it has performed all of its obligations, AST can terminate the agreement.