exhibit10-1.htm


    AGREEMENT
      made as of the 18th day of September in the year
      2007

    (In
      words, indicate day, month and year)

    


    BETWEEN
      the Owner:

    (Name,
      address and other information)

    


    
       BELTWAY
        BUSINESS PARK WAREHOUSE NO. 2,
        LLC

    

    
      c/o
        Majestic Realty Co.

    

    
      13191
        Crossroads Pkwy., N. 6th
        Floor

    

    
      City
        of
        Industry, CA 91746

    

    
       

    

    
       

    

    


    and
      the
      Contractor:

    (Name,
      address and other information)

    


    
       COMMERCE
        CONSTRUCTION CO.,
        L.P.

    

    
       13191
        Crossroads Pkwy. North, Sixth
        Floor

    

    
       City
        of Industry,
        CA  91746

    

    


    The
      Project is:

    (Name
      and location)

    


    
       BELTWAY
        BUSINESS PARK WAREHOUSE NO. 2, BLDG.
        5

    

    
       7155
        Lindell Road

    

    
       Las
        Vegas, NV 89118

    

    
        

    

    


    The
      Architect is:

    (Name,
      address and other information)

    


    
      SH
        ARCHITECTURE

    

    
      7373
        Peak
        Drive, Suite 250

    

    
      Las
        Vegas, NV 89128

    

    
      


    

    
       

    

    The
      Tenant is:

    (Name,
      address and other information)

    


    NEVADA
      POWER COMPANY

    6226
      West
      Sahara Avenue

    Las
      Vegas, Nevada  89146

    


    The
      Owner
      and Contractor agree as follows.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE 1   THE CONTRACT DOCUMENTS

    The
      Contract Documents consist of this Agreement, Conditions of the Contract
      (General, Supplementary and other Conditions), Drawings, Specifications, Addenda
      issued prior to execution of this Agreement, other documents listed in this
      Agreement and Modifications issued after full 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 15. If anything in the other Contract Documents is inconsistent with
      this Agreement, this Agreement shall govern.  If anything in this
      Agreement is inconsistent with any provision of Exhibit “B”, Exhibit “C” or
      Exhibit “D” hereto, the provisions of the Exhibits shall govern.

    


    ARTICLE 2   THE WORK OF THIS CONTRACT

    The
      Contractor shall fully execute the Work described in the Contract Documents,
      except to the extent specifically indicated in the Contract Documents to be
      the
      responsibility of others. The Work shall be performed in Phases as defined
      and
      described in Exhibit “D,” Special Provisions, attached hereto.  See
      Exhibit “D,” Special Provisions, attached hereto.

    


    ARTICLE 3   RELATIONSHIP OF THE PARTIES

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

    


    ARTICLE 4   DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

    § 4.1
      The date of commencement of Phase 1 of the Work shall be the
      date of this Agreement.   The date of commencement of Phase 2 of
      the Work shall be the later to occur of (i) the date of issuance by Clark
      County, Nevada of the first building permit other than a grading permit for
      any
      portion of the Work to be completed for Phase 2 or (ii) the date that the Change
      Order for Phase 2 provided for in §15.1.4 has been executed by Owner and
      Contractor.  The date of commencement of Phase 3 of the Work shall be
      the later to occur of (i) the date of issuance by Clark County, Nevada of the
      first building permit  for any portion of the Work to be completed for
      Phase 3 or (ii) the date that the Change Order for Phase 3 provided for in
      §15.1.4 has been executed by Owner and Contractor.  A building permit
      for Phase 2 Work or Phase 3 Work shall be deemed “issued” for purposes of this
§4.1 no later than the second business day following the date the (i) the
      building permit has been approved by the Clark County Building Department and
      made available to pick up upon payment of applicable fees and (ii) Contractor
      has been so informed, by e-mail, orally or in writing by Owner, Tenant,
      Architect or the Clark County Building Department.

     

    § 4.2
      The Contract Time for a Phase of the Work shall be measured
      from
      the date of commencement for such Phase.

    


    § 4.3
      The Contractor shall achieve Substantial Completion of
      the  Work for each Phase as follows:

    Phase
      1:  Within twelve (12) months of the date of this
      Agreement;

    Phase
      2:  Within eight (8) months of the date of commencement of Phase
      2;

    Phase
      3:  Within eight (8) months of the date of commencement of Phase
      3;

     

      subject
      to adjustments of these Contract Times as provided in the Contract
      Documents.

    


    §4.4
      In the event the Contractor does not achieve Substantial Completion of the
      Work
      to be completed within a Phase within the applicable Contract Time, including
      approved extensions, the Contractor shall pay Tenant, as liquidated damages
      and
      not as a penalty, the sum of $2,000 per each day the actual time performance
      exceeds the authorized Contract Time.  Contractor and Owner stipulate,
      acknowledge and agree that the exact amount of costs, expenses and damages,
      including consequential damages, incurred and suffered by Tenant as a result
      of
      Contractor’s failure to timely achieve Substantial Completion of the Work to be
      completed within a Phase would be difficult to determine, and that the foregoing
      liquidated damages constitute a reasonable estimate of that amount.

    


    §4.5  Included
      in the construction are up to seventy-five (75) days that are anticipated to
      be
      lost due to inclement weather.  Any request for extension of the
      periods set forth in §4.3 within which to achieve Substantial Completion of the
      Work to be completed within such Phase shall be processed in the manner set
      forth in §8.2 and §8.3 of Exhibit “A,” General Conditions of the Contract for
      Construction, as modified and supplemented by the Supplementary
      Conditions.

    


    §4.6  Any
      delays by the applicable governmental authority in issuing any building permit
      required for completion of a Phase of the Work not attributable to causes within
      Contractor’s control shall be excused by Owner and Tenant, and the applicable
      Contract Time shall be extended by all such delays.

    
       

    

    


    ARTICLE 5   BASIS FOR PAYMENT

    § 5.1
      CONTRACT SUM

    § 5.1.1
      The Owner shall pay the Contractor the Contract Sum in current
      funds for the Contractor's performance of the Contract. The Contract Sum is
      the
      Cost of the Work as defined in Article 7 plus the Contractor's Fee.

    § 5.1.2
      The Contractor's Fee is:  _5__% of the Cost of the
      Work

     

    § 5.2
      GUARANTEED MAXIMUM PRICE

    § 5.2.1The
      sum of the Cost of the Work for Phases 1 and 2 and the Contractor's Fee for
      Phases 1 and 2 is guaranteed by the Contractor not to cumulatively exceed
      FIFTY-TWO MILLION NINETY-SIX THOUSAND, THREE HUNDRED SEVENTY-FOUR DOLLARS
      ($52,096,374), subject to additions
      and deductions by
      Change Order as provided in the Contract Documents (the “Phase 1 and 2 GMP”);
      provided, however, that if (i) the date of commencement of Phase 2 of the Work
      is delayed beyond four (4) months following the date of this Agreement, (ii)
      Contractor has not caused such delay and (iii) such delay causes a delay in
      Substantial Completion of Phase 2 of the Work, then the Phase 1 and 2 GMP shall
      be increased by the increased cost of Project General Conditions caused by
      such
      delay in Substantial Completion of Phase 2 of the Work.   Costs
      of the Work for Phases 1 and 2 that would cause the Phase 1 and 2 GMP to be
      exceeded shall be paid by the Contractor without reimbursement by the
      Owner.  The sum of the Cost of the Work for Phase 3 and the
      Contractor’s Fee for Phase 3 is guaranteed by the Contractor not to exceed an
      amount (the “Phase 3 GMP”) to be set forth in a Change Order to be executed by
      the parties as provided in §15.1.4, subject to additions and deductions by
      subsequent Change Order as provided in the Contract Documents.  The
      Phase 3 GMP shall be ONE HUNDRED THREE PERCENT (103%) of the total dollar amount
      of the initial bids for the Phase 3 Work received by Contractor after full
      execution of this Agreement, plus
      Other Allowances (defined below), subject to increase adjustment for the
      following:  (i) actual Cost of the Work in Phase 3 in excess of any
      allowance amounts set forth in those bids; (ii) actual cost of items first
      disclosed in final Drawings and Specifications for Phase 3 and not the subject
      of those bids or allowances; (iii) cost of Project General Conditions for Phase
      3, including but not limited to those attributable to an increase in the
      Contract Time for Phase 3; and (iv) Contractor’s Fee for Phase 3 of the Work,
      all of which shall be subject to additions and deductions by Change Order as
      provided in the Contract Documents; provided, however, that if (i) the date
      of
      commencement of Phase 3 of the Work is delayed beyond four (4) months following
      the date of this Agreement, (ii) Contractor has not caused such delay and (iii)
      such delay causes a delay in Substantial Completion of Phase 3 of the Work,
      then
      the Phase 3 GMP shall be increased by the increased cost of Project General
      Conditions caused by such delay in Substantial Completion of Phase 3 of the
      Work.  Costs of the Work for Phase 3 that would cause the Phase 3 GMP
      to be exceeded shall be paid by the Contractor without reimbursement by the
      Owner.  As used above, “Other Allowances” means the reasonable
      allowances provided by Architect or, if not provided by Architect, provided
      by
      Contractor, in the absence of specifications or other detail not yet available
      and not included in the Drawings and Specifications for Phase 3 to the extent
      not covered by allowances in the initial bids for Phase 3 Work.  The
      sum total of the Phase 1 and 2 GMP and the Phase 3 GMP is sometimes collectively
      referred to in the Contract Documents as the “Guaranteed Maximum
      Price.”



    § 5.2.2
      The Guaranteed Maximum Price is based on the following
      alternates, if any, which are described in the Contract Documents and are hereby
      accepted by the Owner:

     

    
        Not
        applicable

    

    


    § 5.2.3
      Unit prices, if any, are as follows:

    See
      Exhibit “D”, Special Provisions, attached hereto.

     

    § 5.2.4
      Allowances, if any, are as follows

    See
      Exhibit “D”, Special Provisions, attached hereto.

     

    § 5.2.5
      Assumptions, if any, on which the Guaranteed Maximum Price
      is
      based are as follows:

    See
      Exhibit “D”, Special Provisions, attached hereto.

    § 5.2.6
      To the extent that the Drawings and Specifications are anticipated to require
      further development by the Architect, the Contractor has provided in the
      Guaranteed Maximum Price for such further development consistent with the
      Contract Documents and reasonably inferable therefrom.  Such further
      development does not include such things as changes in scope, systems, kinds
      and
      quality of materials, finishes or equipment, all of which, if required, shall
      be
      incorporated by Change Order.

    


    ARTICLE 6   CHANGES IN THE WORK

    § 6.1
      Adjustments to the Guaranteed Maximum Price  on
      account of changes in the Work may be determined by any of the methods listed
      in
      Section 7.3.3 of AIA Document A201-1997.

    


    § 6.2
      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 Section 7.3.3.3 of AIA Document A201-1997 and the
      terms "costs" and "a reasonable allowance for overhead and profit" as used
      in
      Section 7.3.6 of AIA Document A201-1997 shall have the meanings assigned to
      them
      in AIA Document A201-1997 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.

    


    § 6.3
      In calculating adjustments to the Guaranteed Maximum Price,
      the
      terms "cost" and "costs" as used in the above-referenced provisions of AIA
      Document A201-1997 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 Section 5.1.2 of this
      Agreement.

    


    § 6.4
      If no specific provision is made in Section 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 Section 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, and the Guaranteed Maximum Price shall
      be
      adjusted accordingly.

    


    ARTICLE 7   COSTS TO BE REIMBURSED

    Costs
      to
      be reimbursed shall be as defined in Exhibit “B”, Cost of the Work, attached
      hereto.

    


    ARTICLE 8   COSTS NOT TO BE REIMBURSED

    Exhibit
      “B”, Cost of the Work, attached hereto sets forth the items to be properly
      included in the Cost of the Work.

    


    ARTICLE 9   DISCOUNTS, REBATES AND REFUNDS

    § 9.1
      Cash discounts obtained on payments made by the Contractor
      shall
      accrue to the Owner if (1) before making the payment, the Contractor included
      them in an Application for Payment and received payment therefor from the Owner,
      or (2) the Owner has deposited funds with the Contractor with which to make
      payments; otherwise, cash discounts shall accrue to the Contractor. Trade
      discounts, rebates, refunds and amounts received from sales of surplus materials
      and equipment shall accrue to the Owner, and the Contractor shall make
      provisions so that they can be secured.

    


    § 9.2
      Amounts that accrue to the Owner in accordance with the
      provisions of Section 9.1 shall be credited to the Owner as a deduction from
      the
      Cost of the Work.

    


    ARTICLE 10   SUBCONTRACTS AND OTHER AGREEMENTS

    § 10.1
      Those portions of the Work that the Contractor does not
      customarily perform with the Contractor's own personnel shall be performed
      under
      subcontracts or by other appropriate agreements with the Contractor. The Owner
      may designate specific persons or entities from whom the Contractor shall obtain
      bids. The Contractor shall obtain bids from Subcontractors and from suppliers
      of
      materials or equipment fabricated especially for the Work and shall deliver
      such
      bids to the Architect. The Owner shall then determine, with the advice of the
      Contractor and the Architect, which bids will be accepted. The Contractor shall
      not be required to contract with anyone to whom the Contractor has reasonable
      objection.

    


    § 10.2
      If a specific bidder among those whose bids are delivered by
      the
      Contractor to the Architect (1) is recommended to the Owner by the Contractor;
      (2) is qualified to perform that portion of the Work; and (3) has submitted
      a
      bid that conforms to the requirements of the Contract Documents without
      reservations or exceptions, but the Owner requires that another bid be accepted,
      then the Contractor may require that a Change Order be issued to adjust the
      Guaranteed Maximum Price by the difference between the bid of the person or
      entity recommended to the Owner by the Contractor and the amount of the
      subcontract or other agreement actually signed with the person or entity
      designated by the Owner.

    


    § 10.3
      Subcontracts or other agreements shall conform to the applicable
      payment provisions of this Agreement, and shall not be awarded on the basis
      of
      cost plus a fee without the prior consent of the Owner.

    


    ARTICLE 11   ACCOUNTING RECORDS

    The
      Contractor shall keep full and detailed accounts and exercise such controls
      as
      may be necessary for proper financial management under this Contract, and the
      accounting and control systems shall be satisfactory to the Tenant and Owner.
      The Owner, Tenant and their accountants shall be afforded access to, and shall
      be permitted to audit and copy, the Contractor's records, books, correspondence,
      instructions, drawings, receipts, subcontracts, purchase orders, vouchers,
      memoranda and other data relating to this Contract, and the Contractor shall
      preserve these for a period of three years after final payment, or for such
      longer period as may be required by law.  If the Owner or Tenant
      chooses to audit the final contract amount, and if the audit results in a
      discovery of overcharges by the Contractor in excess of 1% of the total
      billings, then the Contractor shall pay for the cost of the audit.

    


    ARTICLE 12   PAYMENTS

    § 12.1
      PROGRESS PAYMENTS

    § 12.1.1
      Based upon Applications for Payment submitted to the Architect
      by the Contractor and Certificates for Payment issued by the Architect, the
      Owner shall make progress payments on account of the Contract Sum to the
      Contractor as provided below and elsewhere in the Contract
      Documents.

    


    § 12.1.2
      The period covered by each Application for Payment shall be
      one
      calendar month ending on the last day of the month.

     

    § 12.1.3
      Provided that an Application for Payment is received by the
      Architect not later than the 1st
      day of a
      month, the Owner shall make payment to the Contractor not later than the last
      day of the same
      month. If an Application for Payment is
      received by the Architect after the application date fixed above, payment shall
      be made by the Owner not later than  thirty (30) days after the
      Architect receives the Application for Payment.

    


    § 12.1.4
      With each Application for Payment, the Contractor shall submit
      payrolls, petty cash accounts, receipted invoices or invoices with check
      vouchers attached, and any other evidence required by the Owner or Architect
      to
      demonstrate that cash disbursements already made by the Contractor on account
      of
      the Cost of the Work equal or exceed (1) progress payments already received
      by
      the Contractor; less (2) that portion of those payments attributable to the
      Contractor's Fee; plus (3) payrolls for the period covered by the present
      Application for Payment.

    


    § 12.1.5
      Each Application for Payment shall be based on the most recent schedule of
      values submitted by the Contractor in accordance with the Contract Documents.
      The schedule of values shall allocate the entire Guaranteed Maximum Price among
      the various portions of the Work, except that the Contractor's Fee shall be
      shown as a single separate item. The schedule of values shall 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  Architect, shall be used as a basis for reviewing the
      Contractor's Applications for Payment.  The initial schedule of values
      referred to in the Contract Documents shall be set forth in Exhibit “F”, Cost
      Breakdown, attached hereto.  Exhibit “F”, Cost Breakdown, shall be
      amended by Change Order once the Phase 3 GMP has been determined.

    


    § 12.1.6
      Applications for Payment shall show the percentage of completion
      of each portion of the Work as of the end of the period covered by the
      Application for Payment. The percentage of completion shall be the lesser of
      (1)
      the percentage of that portion of the Work which has actually been completed;
      or
      (2) the percentage obtained by dividing (a) the expense that has actually been
      incurred by the Contractor on account of that portion of the Work for which
      the
      Contractor has made or intends to make actual payment prior to the next
      Application for Payment by (b) the share of the Guaranteed Maximum Price
      allocated to that portion of the Work in the schedule of values.

    


    § 12.1.7
      Subject to other provisions of the Contract Documents, the
      amount of each progress payment shall be computed as follows:

    


    
      	
               

            	
              .1

            	
              take
                that portion of the Guaranteed Maximum Price properly allocable to
                completed Work as determined by multiplying the percentage of completion
                of each portion of the Work by the share of the Guaranteed Maximum
                Price
                allocated to that portion of the Work in the schedule of values.
                Pending
                final determination of cost to the Owner of changes in the Work,
                amounts
                not in dispute shall be included as provided in Section 7.3.8 of
                AIA
                Document A201-1997;

            


    

    


    
      	
               

            	
              .2

            	
              add
                that portion of the Guaranteed Maximum Price properly allocable to
                materials and equipment delivered and suitably stored at the site
                for
                subsequent incorporation in the Work, or if approved in advance by
                the
                Owner, suitably stored off the site at a location agreed upon in
                writing;

            


    

    


    
      	
               

            	
              .3

            	
              add
                the Contractor's Fee, less retainage of five percent (5%).  The
                Contractor's Fee shall be computed upon the Cost of the Work described
                in
                the two preceding Clauses at the rate stated in Section 5.1.2 or,
                if the
                Contractor's Fee is stated as a fixed sum in that Subparagraph, shall
                be
                an amount that bears the same ratio to that fixed-sum fee as the
                Cost of
                the Work in the two preceding Clauses bears to a reasonable estimate
                of
                the probable Cost of the Work upon its
                completion;

            


    

    


    
      	
               

            	
              .4

            	
              subtract
                the aggregate of previous payments made by the
                Owner;

            


    

    


    
      	
               

            	
              .5

            	
              subtract
                the shortfall, if any, indicated by the Contractor in the documentation
                required by Section 12.1.4 to substantiate prior Applications for
                Payment,
                or resulting from errors subsequently discovered by the Owner's
                accountants in such documentation;
                and

            


    

    


    
      	
               

            	
              .6

            	
              subtract
                amounts, if any, for which the Architect has withheld or nullified
                a
                Certificate for Payment as provided in Section 9.5 of AIA Document
                A201-1997.

            


    

    


    § 12.1.8
      Except with the Owner's prior approval, payments  for
      subcontracted work shall be subject to retainage of  not less
      than ten percent (10%).   The Owner
      and the Contractor
      shall agree upon a mutually acceptable procedure for review and approval of
      payments and retention for Subcontractors.  No retention shall be
      withheld on Project General Conditions.

    


    § 12.1.9
      In taking action on the Contractor's Applications for Payment,
      the Architect shall be entitled to rely on the accuracy and completeness of
      the
      information furnished by the Contractor and shall not be deemed to represent
      that the Architect has made a detailed examination, audit or arithmetic
      verification of the documentation submitted in accordance with Section 12.1.4
      or
      other supporting data; that the Architect has made exhaustive or continuous
      on-site inspections or that the Architect has made examinations to ascertain
      how
      or for what purposes the Contractor has used amounts previously paid on account
      of the Contract. Such examinations, audits and verifications, if required by
      the
      Owner, will be performed by the Owner's accountants acting in the sole interest
      of the Owner.

    


    § 12.2
      FINAL PAYMENT

    § 12.2.1
      Final payment, constituting the entire unpaid balance of the
      Contract Sum, shall be made by the Owner to the Contractor when:

    


    
      	
               

            	
              .1

            	
              the
                Contractor has fully performed the Contract except for the Contractor's
                responsibility to correct Work as provided in Section 12.2.2 of AIA
                Document A201-1997, and to satisfy other requirements, if any, which
                extend beyond final payment; and

            


    

    


    
      	
               

            	
              .2

            	
              a
                final Certificate for Payment has been issued by the
                Architect.

            


    

    


    § 12.2.2
      The Owner's final payment to the Contractor shall be made no
      later than 30 days after the issuance of the Architect's final Certificate
      for
      Payment , or as follows:

     

    § 12.2.3
      The Tenant's accountants will review and report in writing
      on
      the Contractor's final accounting within 30 days after delivery of the final
      accounting to the Architect by the Contractor. Based upon such Cost of the
      Work
      as the Tenant's accountants report to be substantiated by the Contractor's
      final
      accounting, and provided the other conditions of Section 12.2.1 have been met,
      the Architect will, within  ten (10) days after receipt of the written
      report of the Tenant's accountants, either issue to the Tenant a final
      Certificate for Payment  with a copy to the Contractor, or notify the
      Contractor and Tenant in writing of the Architect's reasons for withholding
      a
      certificate as provided in Section 9.5.1 of the AIA Document A201-1997. The
      time
      periods stated in this Section 12.2.3 supersede those stated in Section 9.4.1
      of
      the AIA Document A201-1997.

    


    § 12.2.4
      If the Owner's accountants report the Cost of the Work as
      substantiated by the Contractor's final accounting to be less than claimed
      by
      the Contractor, the Contractor shall be entitled to demand arbitration of the
      disputed amount without a further decision of the Architect. Such demand for
      arbitration shall be made by the Contractor within 30 days after the
      Contractor's receipt of a copy of the Architect's final Certificate for Payment;
      failure to demand arbitration within this 30-day period shall result in the
      substantiated amount reported by the Owner's accountants becoming binding on
      the
      Contractor. Pending a final resolution by arbitration, the Owner shall pay
      the
      Contractor the amount certified in the Architect's final Certificate for
      Payment.

    


    § 12.2.5
      If, subsequent to final payment and at the Owner's request,
      the
      Contractor incurs costs described in Article 7 and not excluded by Article
      8 to
      correct defective or nonconforming Work, the Owner shall reimburse the
      Contractor such costs and the Contractor's Fee applicable thereto on the same
      basis as if such costs had been incurred prior to final payment, but not in
      excess of the Guaranteed Maximum Price. If the Contractor has participated
      in
      savings as provided in Section 5.2, the amount of such savings shall be
      recalculated and appropriate credit given to the Owner in determining the net
      amount to be paid by the Owner to the Contractor.

    


    ARTICLE 13   TERMINATION OR SUSPENSION

    § 13.1
      The Contract may be terminated by the Contractor, or by the Owner for
      convenience, as provided in Article 14 of AIA Document
      A201-1997.  However, the amount to be paid to the Contractor under
      Section 14.1.3 of AIA Document A201-1997 shall not exceed the amount the
      Contractor would be entitled to receive under Section 13.2 below, except that
      the Contractor's Fee shall be calculated as if the Work had been fully completed
      by the Contractor, including a reasonable estimate of the Cost of the Work
      for
      Work not actually completed.

    


    § 13.2
      The Contract may be terminated by the Owner for cause as
      provided in Article 14 of AIA Document A201-1997. The amount, if any, to be
      paid
      to the Contractor under Section 14.2.4 of AIA Document A201-1997 shall not
      cause
      the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount
      calculated as follows:

    


    § 13.2.1
      Take the Cost of the Work incurred by the Contractor to the
      date
      of termination;

    


    § 13.2.2
      Add the Contractor's Fee computed upon the Cost of the Work
      to
      the date of termination at the rate stated in Section 5.1.2 or, if the
      Contractor's Fee is stated as a fixed sum in that Section, an amount that bears
      the same ratio to that fixed-sum Fee as the Cost of the Work at the time of
      termination bears to a reasonable estimate of the probable Cost of the Work
      upon
      its completion; and

    


    § 13.2.3
      Subtract the aggregate of previous payments made by the
      Owner.

    


    § 13.3
      The Owner shall also pay the Contractor fair compensation, either by purchase
      or
      rental at the election of the Owner, for any equipment owned by the Contractor
      that the Owner elects to retain and that is not otherwise included in the Cost
      of the Work under Section 13.2.1. To the extent that the Owner elects to take
      legal assignment of subcontracts and purchase orders (including rental
      agreements), the Contractor shall, as a condition of receiving the payments
      referred to in this Article 13, execute and deliver all such papers and take
      all
      such steps, including the legal assignment of such subcontracts and other
      contractual rights of the Contractor, as the Owner may require for the purpose
      of fully vesting in the Owner the rights and benefits of the Contractor under
      such subcontracts or purchase orders.

    


    § 13.4
      The Work may be suspended by the Owner as provided in Article
      14
      of AIA Document A201-1997; in such case, the Guaranteed Maximum Price and
      applicable Contract Time(s) shall be increased as provided in Section 14.3.2
      of
      AIA Document A201-1997 except that the term "profit" shall be understood to
      mean
      the Contractor's Fee as described in Sections 5.1.2 and Section 6.4 of this
      Agreement.

    


    ARTICLE 14   MISCELLANEOUS PROVISIONS

    § 14.1
      Where reference is made in this Agreement to a provision AIA
      Document A201-1997 or another Contract Document, the reference refers to that
      provision as amended or supplemented by other provisions of the Contract
      Documents.

    


    § 14.2
      Payments due and unpaid under the Contract shall bear interest
      from the date payment is due at the rate stated below, or in the absence
      thereof, at the legal rate prevailing from time to time at the place where
      the
      Project is located.

    
             9%
        per annum

    

    


    (Usury
      laws and requirements under the Federal Truth in Lending Act, similar state
      and
      local consumer credit laws and other regulations at the Owner's and Contractor's
      principal places of business, the location of the Project and elsewhere may
      affect the validity of this provision. Legal advice should be obtained with
      respect to deletions or modifications, and also regarding requirements such
      as
      written disclosures or waivers.)

    


    § 14.3
      The Owner's representative is:  See Exhibit “D” attached
      hereto.

    


    
       

    

    § 14.4
      The Contractor's representative is:  Bill Gray

     

    


    § 14.5
      Neither the Owner's nor the Contractor's representative shall be changed without
      ten days' written notice to the other party.

    


    § 14.6
      Other provisions:

    
       See
        Exhibit “D”, Special Provisions, attached
        hereto.

    

    


    ARTICLE 15   ENUMERATION OF CONTRACT DOCUMENTS

    § 15.1
      The Contract Documents, except for Modifications issued after
      full execution of this Agreement, are enumerated as follows:

    


    § 15.1.1
      The Agreement is this executed 1997 edition of the Standard
      Form
      of Agreement Between Owner and Contractor, AIA Document A111-1997.

    


    § 15.1.2
      The General Conditions are the 1997 edition of the General
      Conditions of the Contract for Construction, AIA Document A201-1997 modified
      and
      attached hereto as Exhibit “A”.

    


    § 15.1.3
      The Supplementary and other Conditions of the Contract, if
      applicable, are those contained within the Contract Documents (including the
      Supplementary Conditions appended to the end of the General Conditions of the
      Contract for Construction attached hereto as Exhibit “A”

    


    § 15.1.4
      The Specifications for Phase 1 of the Work are those contained
      within (i) the Project Manual - Nevada Power South District Operations Center
      -
      Tenant Improvements, dated January 22, 2007 and (ii) the Contract Documents
      listed in Exhibit “E-1”, List of Phase 1 Documents, attached
      hereto.  The Specifications for Phase 2 of the Work are those
      contained within (i) the Project Manual - Nevada Power South District Operations
      Center - Site Improvements, dated May 25, 2007, and (ii) the Contract Documents
      listed in Exhibit “E-2”, List of Phase 2 Documents, attached to this
      Agreement.  The Specifications for Phase 3 of the Work are those
      contained within (i) the Project Manual - Nevada Power System Control Room
      dated
      October 30, 2006, and (ii) the Contract Documents to be listed in Exhibit “E-3,”
List of Phase 3 Documents, to be incorporated into this Agreement.  As
      of the date of this Agreement, Exhibit “E-2” lists the current Drawings for the
      Phase 2 Work.  Once final Drawings for the Phase 2 Work have been
      determined, Exhibit “E-2” shall be amended by the parties, who shall proceed
      expeditiously and in good faith to execute a Change Order incorporating the
      revised Exhibit “E-2” into this Agreement.  Once final Drawings for
      the Phase 3 Work have been determined, Exhibit “E-3” shall be completed by the
      parties, and the parties shall proceed expeditiously and in good faith to
      execute a Change Order setting forth the amount of the Phase 3 GMP, determined
      as provided in §5.2.1, and incorporating Exhibit “E-3” into this
      Agreement.

    § 15.1.5
      The Drawings are set forth, or shall be set forth, in Exhibits
“E-1”,
“E-2”
and
“E-3”
hereto.
      

    § 15.1.6
      The Addenda, if any, are set forth, or shall be set forth in
      Exhibits “E-1”, “E-2”, and “E-3” hereto

     

    Portions
      of Addenda relating to bidding requirements are not part of the Contract
      Documents unless the bidding requirements are also enumerated in this Article
      15.

    


    § 15.1.7
      Other Documents, if any, forming part of the Contract Documents
      are as follows:

    


    
      Exhibit
“A”
–
AIA
        A201 General
        Conditions

    

    
      Exhibit
        “B” - Cost of the Work

    

    
      Exhibit
        “C” – Insurance and Bonds

    

    
      Exhibit
        “D” – Special Provisions

    

    
      Exhibit
        “E-1” - List of Phase 1 Documents

    

    
      Exhibit
        “E-2” - List of Phase 2 Documents

    

    
      Exhibit
        “E-3” - List of Phase 3 Documents

    

    
      Exhibit
        “F” – Cost Breakdown

    

    
      Exhibit
        “G” – Project General Conditions

    

    


    ARTICLE 16   INSURANCE AND BONDS

    See
      Exhibit “C”, Insurance and Bonds, attached hereto.

    


    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,  one to the Owner and one to the Tenant.

    


    OWNER:                                                                                     CONTRACTOR:          NV
      Lic. No. 42911

    


    BELTWAY
      BUSINESS PARK WAREHOUSE NO.
      2,               COMMERCE
      CONSTRUCTION CO., L.P.

    
      	
              LLC,
                a Nevada limited liability company

            	
              By:  Commerce
                C & R, Inc., Its
                General   Partner

            


    

    


    By:   MAJESTIC
      BELTWAY WAREHOUSE BUILDINGS,        By:
      ________________________________

            LLC,
      a Delaware limited liability company, its
      Manager           
    John R. Burroughs

             
       President

            By:
      MAJESTIC REALTY CO., a California corporation,

                  Manager’s
      Agent                                                             By:
      ________________________________

               William
      A. Gray Vice President

                  
      By:_____________________________________                                                                                                           

     

                  Name:
      __________________________________

     

                  Its:_____________________________________

     

    


     

                   By:
      ____________________________________

     

                   Name:
      ________________________________

     

                   Its:_____________________________________

     

    


     

    By:
      THOMAS & MACK BELTWAY, L.L.C,

           a
      Nevada limited liability company, its Manager

    


           By:     _________________________

           Name:
      Thomas A. Thomas

           Its:       Manager

    


    


    


    


    


    


    TENANT:

    


    NEVADA
      POWER COMPANY, a Nevada corporation

    


    


    By:  ______________________

    Stephen
      R. Wood, Corporate Senior Vice President, Administration

     

     

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        “A”

       for
        the following PROJECT:

      (Name
        and location or address):

      
         BELTWAY
          BUSINESS PARK WAREHOUSE NO. 2, BLDG.
          5

      

      
         7155
          Lindell Road

      

      
         Las
          Vegas, NV
          89118                                                                           Job
          #1914

      

      
         

      

      


      THE
        OWNER:

      (Name
        and address):

       

      
         BELTWAY
          BUSINESS PARK WAREHOUSE NO. 2, LLC

         c/o
          Majestic Realty Co.

         13191
          Crossroads Pkwy., N. 6th
          Floor

      

      
         

         City
          of Industry, CA 91746

      

       

      
 

      THE
        ARCHITECT:

      (Name
        and address):

      
         SH
          ARCHITECTURE

      

      
        7373
          Peak
          Drive, Suite 250

      

      
        Las
          Vegas, NV 89128

      

      
         

      

      


      


      
        	
                 

              	
                TABLE
                  OF ARTICLES

              


      

      


      
        	
                1

              	
                GENERAL
                  PROVISIONS

              


      

      


      
        	
                2

              	
                OWNER

              


      

      


      
        	
                3

              	
                CONTRACTOR

              


      

      


      
        	
                4

              	
                ADMINISTRATION
                  OF THE CONTRACT

              


      

      


      
        	
                5

              	
                SUBCONTRACTORS

              


      

      


      
        	
                6

              	
                CONSTRUCTION
                  BY OWNER OR BY SEPARATE
                  CONTRACTORS

              


      

      


      
        	
                7

              	
                CHANGES
                  IN THE WORK

              


      

      


      
        	
                8

              	
                TIME

              


      

      


      
        	
                9

              	
                PAYMENTS
                  AND COMPLETION

              


      

      


      
        	
                10

              	
                PROTECTION
                  OF PERSONS AND PROPERTY

              


      

      


      
        	
                11

              	
                INSURANCE
                  AND BONDS

              


      

      


      
        	
                12

              	
                UNCOVERING
                  AND CORRECTION OF WORK

              


      

      


      
        	
                13

              	
                MISCELLANEOUS
                  PROVISIONS

              


      

      


      
        	
                14

              	
                TERMINATION
                  OR SUSPENSION OF THE
                  CONTRACT

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      INDEX

      (Numbers
        and Topics in Bold are Section Headings)

      


      Acceptance
        of Nonconforming Work

      9.6.6,
        9.9.3, 12.3

      Acceptance
        of Work

      9.6.6,
        9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3

      Access
        to Work

      3.16,
        6.2.1, 12.1

      Accident
        Prevention

      4.2.3,
        10

      Acts
        and
        Omissions

      3.2,
        3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1, 9.5.1, 10.2.5, 13.4.2, 13.7,
        14.1

      Addenda

      1.1.1,
        3.11

      Additional
        Costs, Claims for

      4.3.4,
        4.3.5, 4.3.6, 6.1.1, 10.3

      Additional
        Inspections and Testing

      9.8.3,
        12.2.1, 13.5

      Additional
        Time, Claims for

      4.3.4,
        4.3.7, 8.3.2

      ADMINISTRATION
        OF THE CONTRACT

      3.1.3,
        4, 9.4, 9.5

      Advertisement
        or Invitation to Bid

      1.1.1

      Aesthetic
        Effect

      4.2.13,
        4.5.1

      Allowances

      3.8

      All-risk
        Insurance

      11.4.1.1

      Applications
        for Payment

      4.2.5,
        7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10, 11.1.3,
        14.2.4, 14.4.3

      Approvals

      2.4,
        3.1.3, 3.5, 3.10.2, 3.12, 4.2.7, 9.3.2, 13.4.2, 13.5

      Arbitration

      4.3.3,
        4.4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11.4.9,
        11.4.10

      Architect

      4.1

      Architect,
        Definition of

      4.1.1

      Architect,
        Extent of Authority

      2.4,
        3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6, 7.4, 9.2, 9.3.1, 9.4, 9.5,
        9.8.3, 9.10.1,  9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 14.2.2,
        14.2.4

      Architect,
        Limitations of Authority and Responsibility

      2.1.1,
        3.3.3, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7,
        4.2.10, 4.2.12, 4.2.13, 4.4, 5.2.1, 7.4, 9.4.2, 9.6.4, 9.6.6

      Architect's
        Additional Services and Expenses

      2.4,
        11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4

      Architect's
        Administration of the Contract

      3.1.3,
        4.2, 4.3.4, 4.4, 9.4, 9.5

      Architect's
        Approvals

      2.4,
        3.1.3, 3.5.1, 3.10.2, 4.2.7

      Architect's
        Authority to Reject Work

      3.5.1,
        4.2.6, 12.1.2, 12.2.1

      Architect's
        Copyright

      1.6

      Architect's
        Decisions

      4.2.6,
        4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3, 7.3.6,
        7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2,
        14.2.4

      Architect's
        Inspections

      4.2.2,
        4.2.9, 4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5

      Architect's
        Instructions

      3.2.3,
        3.3.1, 4.2.6, 4.2.7, 4.2.8, 7.4.1, 12.1, 13.5.2

      Architect's
        Interpretations

      4.2.11,
        4.2.12, 4.3.6

      Architect's
        Project Representative

      4.2.10

      Architect's
        Relationship with Contractor

      1.1.2,
        1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10, 3.11,
        3.12,
        3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1,
        9.2,
        9.3, 9.4, 9.5, 9.7, 9.8, 9.9,  10.2.6, 10.3, 11.3, 11.4.7, 12, 13.4.2,
        13.5

      Architect's
        Relationship with Subcontractors

      1.1.2,
        4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.4.7

      Architect's
        Representations

      9.4.2,
        9.5.1, 9.10.1

      Architect's
        Site Visits

      4.2.2,
        4.2.5, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5

      Asbestos

      10.3.1

      Attorneys'
        Fees

      3.18.1,
        9.10.2, 10.3.3

      Award
        of
        Separate Contracts

      6.1.1,
        6.1.2

      Award
        of Subcontracts and Other Contracts for Portions of the
        Work

      5.2

      Basic
        Definitions

      1.1

      Bidding
        Requirements

      1.1.1,
        1.1.7, 5.2.1, 11.5.1

      Boiler
        and Machinery Insurance

      11.4.2

      Bonds,
        Lien

      9.10.2

      Bonds,
        Performance, and Payment

      7.3.6.4,
        9.6.7, 9.10.3, 11.4.9, 11.5

      Building
        Permit

      3.7.1

      Capitalization

      1.3

      Certificate
        of Substantial Completion

      9.8.3,
        9.8.4, 9.8.5

      Certificates
        for Payment

      4.2.5,
        4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1, 9.10.3,
        13.7, 14.1.1.3, 14.2.4

      Certificates
        of Inspection, Testing or Approval

      13.5.4

      Certificates
        of Insurance

      9.10.2,
        11.1.3

      Change
        Orders

      1.1.1,
        2.4.1, 3.4.2, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8, 4.3.4, 4.3.9, 5.2.3, 7.1,
7.2, 7.3, 8.3.1, 9.3.1.1, 9.10.3, 11.4.1.2, 11.4.4, 11.4.9,
        12.1.2

      Change
        Orders, Definition of

      7.2.1

      CHANGES
        IN THE WORK

      3.11,
        4.2.8, 7, 8.3.1, 9.3.1.1, 11.4.9

      Claim,
        Definition of

      4.3.1

      Claims
        and Disputes

      3.2.3,
        4.3, 4.4, 4.5, 4.6, 6.1.1, 6.3, 7.3.8, 9.3.3, 9.10.4,
        10.3.3

      Claims
        and Timely Assertion of Claims

      4.6.5

      Claims
        for Additional Cost

      3.2.3,
        4.3.4, 4.3.5, 4.3.6, 6.1.1, 7.3.8, 10.3.2

      Claims
        for Additional Time

      3.2.3,
        4.3.4, 4.3.7, 6.1.1, 8.3.2, 10.3.2

      Claims
        for Concealed or Unknown Conditions

      4.3.4

      Claims
        for Damages

      3.2.3,
        3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.4.5, 11.4.7,
        14.1.3, 14.2.4

      Claims
        Subject to Arbitration

      4.4.1,
        4.5.1, 4.6.1

      Cleaning
        Up

      3.15,
        6.3

      Commencement
        of Statutory Limitation Period

      13.7

      Commencement
        of the Work, Conditions Relating to

      2.2.1,
        3.2.1, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 4.3.5, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2,
        8.3.1, 11.1,  11.4.1, 11.4.6, 11.5.1

      Commencement
        of the Work, Definition of

      8.1.2

      Communications
        Facilitating Contract Administration

      3.9.1,
        4.2.4

      Completion,
        Conditions Relating to

      1.6.1,
        3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 9.10, 12.2, 13.7,
        14.1.2

      COMPLETION,
        PAYMENTS AND

      9

      Completion,
        Substantial

      4.2.9,
        8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2, 12.2,
        13.7

      Compliance
        with Laws

      1.6.1,
        3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6.4, 4.6.6, 9.6.4, 10.2.2,
        11.1,
        11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3

      Concealed
        or Unknown Conditions

      4.3.4,
        8.3.1, 10.3

      Conditions
        of the Contract

      1.1.1,
        1.1.7, 6.1.1, 6.1.4

      Consent,
        Written

      1.6,
        3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, 9.9.1, 9.10.2,
        9.10.3,
        11.4.1,  13.2, 13.4.2

      CONSTRUCTION
        BY OWNER OR BY SEPARATE CONTRACTORS

      1.1.4,
        6

      Construction
        Change Directive, Definition of

      7.3.1

      Construction
        Change Directives

      1.1.1,
        3.12.8, 4.2.8, 4.3.9, 7.1, 7.3, 9.3.1.1

      Construction
        Schedules, Contractor's

      1.4.1.2,
        3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3

      Contingent
        Assignment of Subcontracts

      5.4,
        14.2.2.2

      Continuing
        Contract Performance

      4.3.3

      Contract,
        Definition of

      1.1.2

      CONTRACT,
        TERMINATION OR SUSPENSION OF THE

      5.4.1.1,
        11.4.9, 14

      Contract
        Administration

      3.1.3,
        4,
        9.4, 9.5

      Contract
        Award and Execution, Conditions Relating to

      3.7.1,
        3.10, 5.2, 6.1, 11.1.3, 11.4.6, 11.5.1

      Contract
        Documents, The

      1.1,
        1.2

      Contract
        Documents, Copies Furnished and Use of

      1.6,
        2.2.5, 5.3

      Contract
        Documents, Definition of

      1.1.1

      Contract
        Sum

      3.8,
        4.3.4, 4.3.5, 4.4.5, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4,
        9.6.7, 9.7, 10.3.2, 11.4.1,  14.2.4, 14.3.2

      Contract
        Sum, Definition of

      9.1

      Contract
        Time

      4.3.4,
        4.3.7, 4.4.5, 5.2.3, 7.2.1.3, 7.3, 7.4, 8.1.1, 8.2, 8.3.1, 9.5.1, 9.7, 10.3.2,
        12.1.1,  14.3.2

      Contract
        Time, Definition of

      8.1.1

      CONTRACTOR

      3

      Contractor,
        Definition of

      3.1,
        6.1.2

      Contractor's
        Construction Schedules

      1.4.1.2,
        3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3

      Contractor's
        Employees

      3.3.2,
        3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.4.7, 14.1,
        14.2.1.1,

      Contractor's
        Liability Insurance

      11.1

      Contractor's
        Relationship with Separate Contractors and Owner's Forces

      3.12.5,
        3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4

      Contractor's
        Relationship with Subcontractors

      1.2.2,
        3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2, 11.4.1.2, 11.4.7,
        11.4.8

      Contractor's
        Relationship with the Architect

      1.1.2,
        1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10, 3.11,
        3.12,
        3.16, 3.18,  4.1.2, 4.1.3, 4.2, 4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2, 7,
        8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9,  10.2.6, 10.3, 11.3, 11.4.7,
        12, 13.4.2, 13.5

      Contractor's
        Representations

      1.5.2,
        3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2

      Contractor's
        Responsibility for Those Performing the Work

      3.3.2,
        3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10

      Contractor's
        Review of Contract Documents

      1.5.2,
        3.2, 3.7.3

      Contractor's
        Right to Stop the Work

      9.7

      Contractor's
        Right to Terminate the Contract

      4.3.10,
        14.1

      Contractor's
        Submittals

      3.10,
        3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2,
        9.10.3,  11.1.3, 11.5.2

      Contractor's
        Superintendent

      3.9,
        10.2.6

      Contractor's
        Supervision and Construction Procedures

      1.2.2,
        3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 7.3.6,
        8.2,
        10, 12, 14

      Contractual
        Liability Insurance

      11.1.1.8,
        11.2, 11.3

      Coordination
        and Correlation

      1.2,
        1.5.2, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1

      Copies
        Furnished of Drawings and Specifications

      1.6,
        2.2.5, 3.11

      Copyrights

      1.6,
        3.17

      Correction
        of Work

      2.3,
        2.4,
        3.7.4, 4.2.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2, 13.7.1.3

      Correlation
        and Intent of the Contract Documents

      1.2

      Cost,
        Definition of

      7.3.6

      Costs

      2.4,
        3.2.3, 3.7.4, 3.8.2, 3.15.2, 4.3, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.6, 7.3.7,
        7.3.8, 9.10.2, 10.3.2, 10.5, 11.3, 11.4, 12.1, 12.2.1, 12.2.4, 13.5,
        14

      Cutting
        and Patching

      6.2.5,
        3.14

      Damage
        to
        Construction of Owner or Separate Contractors

      3.14.2,
        6.2.4, 9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1, 11.4, 12.2.4

      Damage
        to
        the Work

      3.14.2,
        9.9.1, 10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4

      Damages,
        Claims for

      3.2.3,
        3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.4.5, 11.4.7,
        14.1.3, 14.2.4

      Damages
        for Delay

      6.1.1,
        8.3.3, 9.5.1.6, 9.7, 10.3.2

      Date
        of
        Commencement of the Work, Definition of

      8.1.2

      Date
        of
        Substantial Completion, Definition of

      8.1.3

      Day,
        Definition of

      8.1.4

      Decisions
        of the Architect

      4.2.6,
        4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3, 7.3.6,
        7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2,
        14.2.4

      Decisions
        to Withhold Certification

      9.4.1,
        9.5, 9.7, 14.1.1.3

      Defective
        or Nonconforming Work, Acceptance, Rejection and Correction of

      2.3,
        2.4,
        3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1,
        13.7.1.3

      Defective
        Work, Definition of

      3.5.1

      Definitions

      1.1,
        2.1.1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 4.3.1, 5.1, 6.1.2, 7.2.1,
        7.3.1, 7.3.6, 8.1,  9.1, 9.8.1

      Delays
        and Extensions of Time

      3.2.3,
        4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 8.3,
        9.5.1, 9.7.1, 10.3.2,  10.6.1, 14.3.2

      Disputes

      4.1.4,
        4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8

      Documents
        and Samples at the Site

      3.11

      Drawings,
        Definition of

      1.1.5

      Drawings
        and Specifications, Use and Ownership of

      1.1.1,
        1.3, 2.2.5, 3.11, 5.3

      Effective
        Date of Insurance

      8.2.2,
        11.1.2

      Emergencies

      4.3.5,
        10.6, 14.1.1.2

      Employees,
        Contractor's

      3.3.2,
        3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.4.7, 14.1,
        14.2.1.1

      Equipment,
        Labor, Materials and

      1.1.3,
        1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1,
        6.2.1,
        7.3.6,  9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4,
        14.2.1.2

      Execution
        and Progress of the Work

      1.1.3,
        1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3, 3.4, 3.5, 3.7, 3.10, 3.12, 3.14, 4.2.2,
        4.2.3, 4.3.3, 6.2.2, 7.1.3, 7.3.4, 8.2, 9.5, 9.9.1, 10.2, 10.3, 12.2, 14.2,
        14.3

      Extensions
        of Time

      3.2.3,
        4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3, 7.4.1, 9.5.1, 9.7.1, 10.3.2,
        10.6.1, 14.3.2

      Failure
        of Payment

      4.3.6,
        9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6

      Faulty
        Work

      (See
        Defective or Nonconforming Work)

      Final
        Completion and Final Payment

      4.2.1,
        4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5,
        12.3.1, 13.7, 14.2.4, 14.4.3

      Financial
        Arrangements, Owner's

      2.2.1,
        13.2.2, 14.1.1.5

      Fire
        and
        Extended Coverage Insurance

      11.4

      GENERAL
        PROVISIONS

      1

      Governing
        Law

      13.1

      Guarantees
        (See Warranty)

      Hazardous
        Materials

      10.2.4,
        10.3, 10.5

      Identification
        of Contract Documents

      1.5.1

      Identification
        of Subcontractors and Suppliers

      5.2.1

      Indemnification

      3.17,
        3.18, 9.10.2, 10.3.3, 10.5, 11.4.1.2, 11.4.7

      Information
        and Services Required of the Owner

      2.1.2,
        2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 6.2.5,
        9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2,
        14.1.1.4, 14.1.4

      Injury
        or Damage to Person or Property

      4.3.8,
        10.2, 10.6

      Inspections

      3.1.3,
        3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1,
        13.5

      Instructions
        to Bidders

      1.1.1

      Instructions
        to the Contractor

      3.2.3,
        3.3.1, 3.8.1, 4.2.8, 5.2.1, 7, 12, 8.2.2, 13.5.2

      Insurance

      3.18.1,
        6.1.1, 7.3.6, 8.2.1, 9.3.2, 9.8.4, 9.9.1, 9.10.2,  9.10.5,
        11

      Insurance,
        Boiler and Machinery

      11.4.2

      Insurance,
        Contractor's Liability

      11.1

      Insurance,
        Effective Date of

      8.2.2,
        11.1.2

      Insurance,
        Loss of Use

      11.4.3

      Insurance,
        Owner's Liability

      11.2

      Insurance,
        Project Management Protective Liability

      11.3

      Insurance,
        Property

      10.2.5,
        11.4

      Insurance,
        Stored Materials

      9.3.2,
        11.4.1.4

      INSURANCE
        AND BONDS

      11

      Insurance
        Companies, Consent to Partial Occupancy

      9.9.1,
        11.4.1.5

      Insurance
        Companies, Settlement with

      11.4.10

      Intent
        of
        the Contract Documents

      1.2.1,
        4.2.7, 4.2.12, 4.2.13, 7.4

      Interest

      13.6

      Interpretation

      1.2.3,
        1.4, 4.1.1, 4.3.1, 5.1, 6.1.2, 8.1.4

      Interpretations,
        Written

      4.2.11,
        4.2.12, 4.3.6

      Joinder
        and Consolidation of Claims Required

      4.6.4

      Judgment
        on Final Award

      4.6.6

      Labor
        and Materials, Equipment

      1.1.3,
        1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 42.6,
        4.2.7, 5.2.1, 6.2.1, 7.3.6,  9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1,
        10.2.4, 14.2.1.2

      Labor
        Disputes

      8.3.1

      Laws
        and
        Regulations

      1.6,
        3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4, 9.9.1, 10.2.2,
        11.1,
        11.4, 13.1,  13.4, 13.5.1, 13.5.2, 13.6, 14

      Liens

      2.1.2,
        4.4.8, 8.2.2, 9.3.3, 9.10

      Limitation
        on Consolidation or Joinder

      4.6.4

      Limitations,
        Statutes of

      4.6.3,
        12.2.6, 13.7

      Limitations
        of Liability

      2.3,
        3.2.1, 3.5.1, 3.7.3, 3.12.8, 3.12.10, 3.17, 3.18, 4.2.6, 4.2.7, 4.2.12, 6.2.2,
        9.4.2, 9.6.4,  9.6.7, 9.10.4, 10.3.3, 10.2.5, 11.1.2, 11.2.1, 11.4.7,
        12.2.5, 13.4.2

      Limitations
        of Time

      2.1.2,
        2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 4.3, 4.4, 4.5,
        4.6,
        5.2, 5.3,  5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5,
        9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5,
        13.7,
        14

      Loss
        of Use Insurance

      11.4.3

      Material
        Suppliers

      1.6,
        3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5

      Materials,
        Hazardous

      10.2.4,
        10.3, 10.5

      Materials,
        Labor, Equipment and

      1.1.3,
        1.1.6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7,
        5.2.1, 6.2.1,  7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4,
        14.2.1.2

      Means,
        Methods, Techniques, Sequences and Procedures of Construction

      3.3.1,
        3.12.10, 4.2.2, 4.2.7, 9.4.2

      Mechanic's
        Lien

      4.4.8

      Mediation

      4.4.1,
        4.4.5, 4.4.6, 4.4.8, 4.5, 4.6.1, 4.6.2, 8.3.1,
        10.5

      Minor
        Changes in the Work

      1.1.1,
        3.12.8, 4.2.8, 4.3.6, 7.1, 7.4

      MISCELLANEOUS
        PROVISIONS

      13

      Modifications,
        Definition of

      1.1.1

      Modifications
        to the Contract

      1.1.1,
        1.1.2, 3.7.3, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7, 10.3.2,
        11.4.1

      Mutual
        Responsibility

      6.2

      Nonconforming
        Work, Acceptance of

      9.6.6,
        9.9.3, 12.3

      Nonconforming
        Work, Rejection and Correction of

      2.3,
        2.4,
        3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2.1, 13.7.1.3

      Notice

      2.2.1,
        2.3, 2.4, 3.2.3, 3.3.1, 3.7.2, 3.7.4, 3.12.9, 4.3, 4.4.8, 4.6.5, 5.2.1, 8.2.2,
        9.7, 9.10, 10.2.2, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3, 13.5.1, 13.5.2,
        14.1,
        14.2

      Notice,
        Written

      2.3,
        2.4,
        3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1, 8.2.2, 9.7, 9.10,
        10.2.2,
        10.3,  11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3,
        14

      Notice
        of
        Testing and Inspections

      13.5.1,
        13.5.2

      Notice
        to
        Proceed

      8.2.2

      Notices,
        Permits, Fees and

      2.2.2,
        3.7, 3.13, 7.3.6.4, 10.2.2

      Observations,
        Contractor's

      1.5.2,
        3.2, 3.7.3, 4.3.4

      Occupancy

      2.2.2,
        9.6.6, 9.8, 11.4.1.5

      Orders,
        Written

      1.1.1,
        2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1

      OWNER

      2

      Owner,
        Definition of

      2.1

      Owner,
        Information and Services Required of the

      2.1.2,
        2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 6.2.5,
        9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2,
        14.1.1.4, 14.1.4

      Owner's
        Authority

      1.6,
        2.1.1, 2.3, 2.4, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.1.3, 4.2.4, 4.2.9,
        4.3.6, 4.4.7,  5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2,
        8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.9.1, 9.10.2,  10.3.2, 11.1.3, 11.3.1,
        11.4.3, 11.4.10, 12.2.2, 12.3.1, 13.2.2, 14.3, 14.4

      Owner's
        Financial Capability

      2.2.1,
        13.2.2, 14.1.1.5

      Owner's
        Liability Insurance

      11.2

      Owner's
        Loss of Use Insurance

      11.4.3

      Owner's
        Relationship with Subcontractors

      1.1.2,
        5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2

      Owner's
        Right to Carry Out the Work

      2.4,
        12.2.4. 14.2.2.2

      Owner's
        Right to Clean Up

      6.3

      Owner's
        Right to Perform Construction and to Award Separate
        Contracts

      6.1

      Owner's
        Right to Stop the Work

      2.3

      Owner's
        Right to Suspend the Work

      14.3

      Owner's
        Right to Terminate the Contract

      14.2

      Ownership
        and Use of Drawings, Specifications and Other Instruments of
        Service

      1.1.1,
        1.6, 2.2.5, 3.2.1, 3.11.1, 3.17.1, 4.2.12, 5.3

      Partial
        Occupancy or Use

      9.6.6,
        9.9, 11.4.1.5

      Patching,
        Cutting and

      3.14,
        6.2.5

      Patents

      3.17

      Payment,
        Applications for

      4.2.5,
        7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10.1,
        9.10.3, 9.10.5, 11.1.3, 14.2.4, 14.4.3

      Payment,
        Certificates for

      4.2.5,
        4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1, 9.10.3,
        13.7, 14.1.1.3, 14.2.4

      Payment,
        Failure of

      4.3.6,
        9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6

      Payment,
        Final

      4.2.1,
        4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5, 12.3.1, 13.7,
        14.2.4,
        14.4.3

      Payment
        Bond, Performance Bond and

      7.3.6.4,
        9.6.7, 9.10.3, 11.4.9, 11.5

      Payments,
        Progress

      4.3.3,
        9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3

      PAYMENTS
        AND COMPLETION

      9

      Payments
        to Subcontractors

      5.4.2,
        9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8, 14.2.1.2

      PCB

      10.3.1

      Performance
        Bond and Payment Bond

      7.3.6.4,
        9.6.7, 9.10.3, 11.4.9, 11.5

      Permits,
        Fees and Notices

      2.2.2,
        3.7, 3.13, 7.3.6.4, 10.2.2

      PERSONS
        AND PROPERTY, PROTECTION OF

      10

      


      Polychlorinated
        Biphenyl

      10.3.1

      Product
        Data, Definition of

      3.12.2

      Product
        Data and Samples, Shop Drawings

      3.11,
        3.12, 4.2.7

      Progress
        and Completion

      4.2.2,
        4.3.3, 8.2, 9.8, 9.9.1, 14.1.4

      Progress
        Payments

      4.3.3,
        9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3

      Project,
        Definition of the

      1.1.4

      Project
        Management Protective Liability Insurance

      11.3

      Project
        Manual, Definition of the

      1.1.7

      Project
        Manuals

      2.2.5

      Project
        Representatives

      4.2.10

      Property
        Insurance

      10.2.5,
        11.4

      PROTECTION
        OF PERSONS AND PROPERTY

      10

      Regulations
        and Laws

      1.6,
        3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4, 9.9.1, 10.2.2,
        11.1,
        11.4, 13.1,  13.4, 13.5.1, 13.5.2, 13.6, 14

      Rejection
        of Work

      3.5.1,
        4.2.6, 12.2.1

      Releases
        and Waivers of Liens

      9.10.2

      Representations

      1.5.2,
        3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2, 9.10.1

      Representatives

      2.1.1,
        3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.10, 5.1.1, 5.1.2, 13.2.1

      Resolution
        of Claims and Disputes

      4.4,
        4.5, 4.6

      Responsibility
        for Those Performing the Work

      3.3.2,
        3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10

      Retainage

      9.3.1,
        9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3

      Review
        of Contract Documents and Field Conditions by Contractor

      1.5.2,
        3.2, 3.7.3, 3.12.7, 6.1.3

      Review
        of
        Contractor's Submittals by Owner and Architect

      3.10.1,
        3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2

      Review
        of
        Shop Drawings, Product Data and Samples by Contractor

      3.12

      Rights
        and Remedies

      1.1.2,
        2.3, 2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4, 4.5, 4.6, 5.3, 5.4, 6.1, 6.3, 7.3.1,
        8.3,
        9.5.1, 9.7,  10.2.5, 10.3, 12.2.2, 12.2.4, 13.4,
        14

      Royalties,
        Patents and Copyrights

      3.17

      Rules
        and
        Notices for Arbitration

      4.6.2

      Safety
        of Persons and Property

      10.2,
        10.6

      Safety
        Precautions and Programs

      3.3.1,
        4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.6

      Samples,
        Definition of

      3.12.3

      Samples,
        Shop Drawings, Product Data and

      3.11,
        3.12, 4.2.7

      Samples
        at the Site, Documents and

      3.11

      Schedule
        of Values

      9.2,
        9.3.1

      Schedules,

      1.4.1.2,
        3.10, 3.Construction12.1, 3.12.2, 4.3.7.2, 6.1.3

      Separate
        Contracts and Contractors

      1.1.4,
        3.12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.4, 6, 8.3.1, 11.4.7,  12.1.2,
        12.2.5

      Shop
        Drawings, Definition of

      3.12.1

      Shop
        Drawings, Product Data and Samples

      3.11,
        3.12, 4.2.7

      Site,
        Use of

      3.13,
        6.1.1, 6.2.1

      Site
        Inspections

      1.2.2,
        3.2.1, 3.3.3, 3.7.1, 4.2, 4.3.4, 9.4.2, 9.10.1, 13.5

      Site
        Visits, Architect's

      4.2.2,
        4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5

      Special
        Inspections and Testing

      4.2.6,
        12.2.1, 13.5

      Specifications,
        Definition of the

      1.1.6

      Specifications,
        The

      1.1.1,
        1.1.6, 1.1.7, 1.2.2, 1.6, 3.11, 3.12.10, 3.17

      Statute
        of Limitations

      4.6.3,
        12.2.6, 13.7

      Stopping
        the Work

      2.3,
        4.3.6, 9.7, 10.3, 14.1

      Stored
        Materials

      6.2.1,
        9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4

      Subcontractor,
        Definition of

      5.1.1

      SUBCONTRACTORS

      5

      Subcontractors,
        Work by

      1.2.2,
        3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7

      Subcontractual
        Relations

      5.3,
        5.4, 9.3.1.2, 9.6, 9.10 10.2.1, 11.4.7, 11.4.8, 14.1, 14.2.1,
        14.3.2

      Submittals

      1.6,
        3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8, 9.9.1, 9.10.2,
        9.10.3, 11.1.3

      Subrogation,
        Waivers of

      6.1.1,
        11.4.5, 11.4.7

      Substantial
        Completion

      4.2.9,
        8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2, 12.2,
        13.7

      Substantial
        Completion, Definition of

      9.8.1

      Substitution
        of Subcontractors

      5.2.3,
        5.2.4

      Substitution
        of Architect

      4.1.3

      Substitutions
        of Materials

      3.4.2,
        3.5.1, 7.3.7

      Sub-subcontractor,
        Definition of

      5.1.2

      Subsurface
        Conditions

      4.3.4

      Successors
        and Assigns

      13.2

      Superintendent

      3.9,
        10.2.6

      Supervision
        and Construction Procedures

      1.2.2,
        3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3,
        7.3.6, 8.2, 8.3.1, 9.4.2, 10,  12, 14

      Surety

      4.4.7,
        5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2

      Surety,
        Consent of

      9.10.2,
        9.10.3

      Surveys

      2.2.3

      Suspension
        by the Owner for Convenience

      14.4

      Suspension
        of the Work

      5.4.2,
        14.3

      Suspension
        or Termination of the Contract

      4.3.6,
        5.4.1.1, 11.4.9, 14

      Taxes

      3.6,
        3.8.2.1, 7.3.6.4

      Termination
        by the Contractor

      4.3.10,
        14.1

      Termination
        by the Owner for Cause

      4.3.10,
        5.4.1.1, 14.2

      Termination
        of the Architect

      4.1.3

      Termination
        of the Contractor

      14.2.2

      TERMINATION
        OR SUSPENSION OF THE CONTRACT

      14

      Tests
        and Inspections

      3.1.3,
        3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2, 11.4.1.1,
        12.2.1,13.5

      TIME

      8

      Time,
        Delays and Extensions of

      3.2.3,
        4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 8.3,
        9.5.1, 9.7.1, 10.3.2,  10.6.1, 14.3.2

      Time
        Limits

      2.1.2,
        2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 4.3, 4.4, 4.5, 4.6,
        5.2, 5.3, 5.4,  6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5,
        9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5,  11.4.6, 11.4.10, 12.2,
        13.5, 13.7, 14

      Time
        Limits on Claims

      4.3.2,
        4.3.4, 4.3.8, 4.4, 4.5, 4.6

      Title
        to
        Work

      9.3.2,
        9.3.3

      UNCOVERING
        AND CORRECTION OF WORK

      12

      Uncovering
        of Work

      12.1

      Unforeseen
        Conditions

      4.3.4,
        8.3.1, 10.3

      Unit
        Prices

      4.3.9,
        7.3.3.2

      Use
        of
        Documents

      1.1.1,
        1.6, 2.2.5, 3.12.6, 5.3

      Use
        of Site

      3.13,
        6.1.1, 6.2.1

      Values,
        Schedule of

      9.2,
        9.3.1

      Waiver
        of
        Claims by the Architect

      13.4.2

      Waiver
        of
        Claims by the Contractor

      4.3.10,
        9.10.5, 11.4.7, 13.4.2

      Waiver
        of
        Claims by the Owner

      4.3.10,
        9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7, 12.2.2.1, 13.4.2,
        14.2.4

      Waiver
        of Consequential Damages

      4.3.10,
        14.2.4

      Waiver
        of
        Liens

      9.10.2,
        9.10.4

      Waivers
        of Subrogation

      6.1.1,
        11.4.5, 11.4.7

      Warranty

      3.5,
        4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2,
        13.7.1.3

      Weather
        Delays

      4.3.7.2

      Work,
        Definition of

      1.1.3

      Written
        Consent

      1.6,
        3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, 9.9.1, 9.10.2,
        9.10.3,
        11.4.1,  13.2, 13.4.2

      Written
        Interpretations

      4.2.11,
        4.2.12, 4.3.6

      Written
        Notice

      2.3,
        2.4,
        3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1, 8.2.2, 9.7, 9.10,
        10.2.2,
        10.3,  11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3,
        14

      Written
        Orders

      1.1.1,
        2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2,
        14.3.1



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      ARTICLE 1   GENERAL PROVISIONS

      § 1.1
        BASIC DEFINITIONS

      § 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 to 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 bid or portions of Addenda relating to bidding
        requirements).

      


      § 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. Except as otherwise
        expressly stated in the Contract Documents and as set forth in Exhibit “D” to
        the Agreement, 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. At the Owner’s discretion, the Architect shall, however, be
        entitled to performance and enforcement of obligations under the Contract
        intended to facilitate performance of the Architect's duties.

      


      § 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 be provided by the Contractor
        to fulfill the Contractor's obligations. The Work may constitute the whole
        or a
        part of the Project.  The Work shall be completed in Phases as defined
        and described in Exhibit “D” attached hereto.

      


      § 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.

      


      § 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.

      


      § 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.

      


      § 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.

      


      § 1.2
        CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS

      § 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.

      


      § 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.

      


      § 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.

      


      § 1.3
        CAPITALIZATION

      § 1.3.1
        Terms capitalized in these General Conditions include those which are (1)
        specifically defined, (2) the titles of numbered articles or (3) the titles
        of
        other documents published by the American Institute of Architects.

      


      § 1.4
        INTERPRETATION

      § 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," but 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.

      


      § 1.5
        EXECUTION OF CONTRACT DOCUMENTS

      § 1.5.1
        The Contract Documents shall be 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.

      


      § 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.

      


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

      § 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 be 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

      § 2.1
        GENERAL

      § 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 bind 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.

      


      § 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.

      


      § 2.2
        INFORMATION AND SERVICES REQUIRED OF THE OWNER

      § 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 reasonable evidence
        that
        financial arrangements have been made to fulfill the Owner's obligations
        under
        the Contract. Furnishing of such evidence shall be a condition precedent
        to
        commencement or continuation of the Work. After such evidence has been
        furnished, the Owner shall not materially vary such financial arrangements
        without prior notice to the Contractor.

      


      § 2.2.2
        Except for 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 for necessary approvals, easements, assessments and
        charges
        required for construction, use or occupancy of permanent structures or for
        permanent changes in existing facilities.

      


      § 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 be entitled to rely on the
        accuracy of information furnished by the Owner but shall exercise proper
        precautions relating to the safe performance of the Work.

      


      § 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.

      


      § 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.

      


      § 2.3
        OWNER'S RIGHT TO STOP THE WORK

      § 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.

      


      § 2.4
        OWNER'S RIGHT TO CARRY OUT THE WORK

      § 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.

      


      ARTICLE 3   CONTRACTOR

      § 3.1
        GENERAL

      § 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 Contractor or the Contractor's authorized
        representative.

      


      § 3.1.2
        The Contractor shall perform the Work in accordance with the Contract
        Documents.

      


      § 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.

      


      § 3.2
        REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR

      § 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
        and the
        Owner as a request for information in such form as the Architect and Owner
        may
        require.

      


      § 3.2.2
        Any design errors or omissions noted by the Contractor during this review
        shall
        be reported promptly to the Architect and the Owner, 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 the error or omissions is related
        to the Contractor’s Design/Build scope of work, if any, or as 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 and the Owner.  The contractor is required
        to ascertain that any Design/Build contract documents, if any, are in accordance
        with governing laws, statutes, ordinances, building codes, rules and
        regulations.

      


      § 3.2.3
        If the Contractor believes that additional cost or time is involved because
        of
        clarifications or instructions issued by the Owner or 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 and the
        Owner.

      


      § 3.3
        SUPERVISION AND CONSTRUCTION PROCEDURES

      § 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 be 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.

      


      § 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.

      


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

      


      § 3.4
        LABOR AND MATERIALS

      § 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.

      


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

      


      § 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.

      


      § 3.5
        WARRANTY

      § 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.

      


      § 3.6
        TAXES

      § 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.

      


      § 3.7
        PERMITS, FEES AND NOTICES

      § 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.

      


      § 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.

      


      § 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 be accomplished by appropriate Modification.  It is the
        Contractor’s responsibility to ascertain that the Contract Documents for all
        Design/Build portions of the work, if any, are in accordance with all applicable
        building codes, statutes and ordinances.

      


      § 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.

      


      § 3.8
        ALLOWANCES

      § 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.

      


      § 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 and in the
                  allowances;

              


      

      
        	
                 

              	
                .3

              	
                whenever
                  costs are more than or less than allowances, the Contract Sum shall
                  be
                  adjusted accordingly by Change Order. The amount of the Change
                  Order shall
                  reflect (1) the difference between actual costs and the allowances
                  under
                  Section 3.8.2.1 and (2) changes in Contractor's costs under Section
                  3.8.2.2.

              


      

      


      § 3.8.3
        Materials and equipment under an allowance shall be selected by the Owner
        in
        sufficient time to avoid delay in the Work.

      


      § 3.9
        SUPERINTENDENT

      § 3.9.1
        The Contractor shall employ a competent superintendent and necessary assistants
        who shall be in attendance at the Project site during performance of the
        Work.
        The superintendent shall represent the Contractor, and communications given
        to
        the superintendent shall be as binding as if given to the Contractor. Important
        communications shall be confirmed in writing. Other communications shall
        be
        similarly confirmed on written request in each case.

      


      § 3.10
        CONTRACTOR'S CONSTRUCTION SCHEDULES

      § 3.10.1
        The Contractor, promptly after being awarded the Contract, shall prepare
        and
        submit for the Owner's and Architect's information a Contractor's construction
        schedule for Phase 1 of the Work. The Contractor, promptly after its receipt
        of
        final Drawings and Specifications for each of Phase 2 and Phase 3, shall
        prepare
        and submit for the Owner’s and Architect’s information Contractor’s construction
        schedule for each such Phase of the Work.    Each schedule
        shall not exceed time limits current under the Contract Documents, shall
        be
        revised at appropriate intervals as required by the conditions of the Work
        and
        Project, shall be related to the entire applicable Phase of the Work to be
        completed at the Project to the extent required by the Contract Documents,
        and
        shall provide for expeditious and practicable execution of the
        Work.

      


      § 3.10.2
        The Contractor shall prepare and keep current, for the Architect's approval,
        a
        schedule of submittals which is coordinated with the Contractor's applicable
        construction schedule and allows the Architect reasonable time to review
        submittals.

      


      § 3.10.3
        The Contractor shall perform each Phase of the Work in general accordance
        with
        the most recent applicable schedules submitted to the Owner and
        Architect.

      


      § 3.11
        DOCUMENTS AND SAMPLES AT THE SITE

      § 3.11.1
        The Contractor shall maintain at the site for the Owner one record copy of
        the
        Drawings, Specifications, Addenda, Change Orders and other Modifications,
        in
        good order and marked currently to record field changes and selections made
        during construction, and one record copy of approved Shop Drawings, Product
        Data, Samples and similar required submittals. These shall be available to
        the
        Architect and shall be delivered to the Architect for submittal to the Owner
        upon completion of the Work.

      


      § 3.12
        SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

      § 3.12.1
        Shop Drawings are drawings, diagrams, schedules and other data specially
        prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor,
        manufacturer, supplier or distributor to illustrate some portion of the
        Work.

      


      § 3.12.2
        Product Data are illustrations, standard schedules, performance charts,
        instructions, brochures, diagrams and other information furnished by the
        Contractor to illustrate materials or equipment for some portion of the
        Work.

      


      § 3.12.3
        Samples are physical examples which illustrate materials, equipment or
        workmanship and establish standards by which the Work will be
        judged.

      


      § 3.12.4
        Shop Drawings, Product Data, Samples and similar submittals are not Contract
        Documents. The purpose of their submittal is to demonstrate for those portions
        of the Work for which submittals are required by the Contract Documents the
        way
        by which the Contractor proposes to conform to the information given and
        the
        design concept expressed in the Contract Documents. Review by the Architect
        is
        subject to the limitations of Section 4.2.7. Informational submittals upon
        which
        the Architect is not expected to take responsive action may be so identified
        in
        the Contract Documents. Submittals which are not required by the Contract
        Documents may be returned by the Architect without action.

      


      § 3.12.5
        The Contractor shall review for compliance with the Contract Documents, approve
        and submit to the Architect Shop Drawings, Product Data, Samples and similar
        submittals required by the Contract Documents with reasonable promptness
        and in
        such sequence as to cause no delay in the Work or in the activities of the
        Owner
        or of separate contractors. Submittals which are not marked as reviewed for
        compliance with the Contract Documents and approved by the Contractor may
        be
        returned by the Architect without action.

      


      § 3.12.6
        By approving and submitting Shop Drawings, Product Data, Samples and similar
        submittals, the Contractor represents that the Contractor has determined
        and
        verified materials, field measurements and field construction criteria related
        thereto, or will do so, and has checked and coordinated the information
        contained within such submittals with the requirements of the Work and of
        the
        Contract Documents.

      


      § 3.12.7
        The Contractor shall perform no portion of the Work for which the Contract
        Documents require submittal and review of Shop Drawings, Product Data, Samples
        or similar submittals until the respective submittal has been approved by
        the
        Architect.

      


      § 3.12.8
        The Work shall be in accordance with approved submittals except that the
        Contractor shall not be relieved of responsibility for deviations from
        requirements of the Contract Documents by the Architect's approval of Shop
        Drawings, Product Data, Samples or similar submittals unless the Contractor
        has
        specifically informed the Architect in writing of such deviation at the time
        of
        submittal and (1) the Architect has given written approval to the specific
        deviation as a minor change in the Work, or (2) a Change Order or Construction
        Change Directive has been issued authorizing the deviation. The Contractor
        shall
        not be relieved of responsibility for errors or omissions in Shop Drawings,
        Product Data, Samples or similar submittals by the Architect's approval
        thereof.

      


      § 3.12.9
        The Contractor shall direct specific attention, in writing or on resubmitted
        Shop Drawings, Product Data, Samples or similar submittals, to revisions
        other
        than those requested by the Architect on previous submittals. In the absence
        of
        such written notice the Architect's approval of a resubmission shall not
        apply
        to such revisions.

      


      § 3.12.10
        Except for the Design/Build portion of the work, if any, the Contractor shall
        not be required to provide professional services which constitute the practice
        of architecture or engineering unless such services are specifically required
        by
        the Contract Documents for a portion of the Work or unless the Contractor
        needs
        to provide such services in order to carry out the Contractor's responsibilities
        for construction means, methods, techniques, sequences and procedures. The
        Contractor shall not be required to provide professional services in violation
        of applicable law. If professional design services or certifications by a
        design
        professional related to systems, materials or equipment are specifically
        required of the Contractor by the Contract Documents, the Owner and the
        Architect will specify all performance and design criteria that such services
        must satisfy. The Contractor shall cause such services or certifications
        to be
        provided by a properly licensed design professional, whose signature and
        seal
        shall appear on all drawings, calculations, specifications, certifications,
        Shop
        Drawings and other submittals prepared by such professional. Shop Drawings
        and
        other submittals related to the Work designed or certified by such professional,
        if prepared by others, shall bear such professional's written approval when
        submitted to the Architect. The Owner and the Architect shall be entitled
        to
        rely upon the adequacy, accuracy and completeness of the services,
        certifications or approvals performed by such design professionals, provided
        the
        Owner and Architect have specified to the Contractor all performance and
        design
        criteria that such services must satisfy. Pursuant to this Section 3.12.10,
        the
        Architect will review, approve or take other appropriate action on submittals
        only for the limited purpose of checking for conformance with information
        given
        and the design concept expressed in the Contract Documents. The Contractor
        shall
        not be responsible for the adequacy of the performance or design criteria
        required by the Contract Documents.

      


      § 3.13
        USE OF SITE

      § 3.13.1
        The Contractor shall confine operations at the site to areas permitted by
        law,
        ordinances, permits and the Contract Documents and shall not unreasonably
        encumber the site with materials or equipment.

      


      § 3.14
         CUTTING AND PATCHING

      § 3.14.1
        The Contractor shall be responsible for cutting, fitting or patching required
        to
        complete the Work or to make its parts fit together properly.

      


      § 3.14.2
        The Contractor shall not damage or endanger a portion of the Work or fully
        or
        partially completed construction of the Owner or separate contractors by
        cutting, patching or otherwise altering such construction, or by excavation.
        The
        Contractor shall not cut or otherwise alter such construction by the Owner
        or a
        separate contractor except with written consent of the Owner and of such
        separate contractor; such consent shall not be unreasonably withheld. The
        Contractor shall not unreasonably withhold from the Owner or a separate
        contractor the Contractor's consent to cutting or otherwise altering the
        Work.

      


      § 3.15
        CLEANING UP

      § 3.15.1
        The Contractor shall keep the premises and surrounding area free from
        accumulation of waste materials or rubbish caused by operations under the
        Contract. At completion of the Work, the Contractor shall remove from and
        about
        the Project waste materials, rubbish, the Contractor's tools, construction
        equipment, machinery and surplus materials.

      


      § 3.15.2
        If the Contractor fails to clean up as provided in the Contract Documents,
        the
        Owner may do so and the cost thereof shall be charged to the
        Contractor.

      


      § 3.16
        ACCESS TO WORK

      § 3.16.1
        The Contractor shall provide the Owner and Architect access to the Work in
        preparation and progress wherever located.

      


      § 3.17
        ROYALTIES, PATENTS AND COPYRIGHTS

      § 3.17.1
        The Contractor shall pay all royalties and license fees. The Contractor shall
        defend suits or claims for infringement of copyrights and patent rights and
        shall hold the Owner and Architect harmless from loss on account thereof,
        but
        shall not be responsible for such defense or loss when a particular design,
        process or product of a particular manufacturer or manufacturers is required
        by
        the Contract Documents or where the copyright violations are contained in
        Drawings, Specifications or other documents prepared by the Owner or Architect.
        However, if the Contractor has reason to believe that the required design,
        process or product is an infringement of a copyright or a patent, the Contractor
        shall be responsible for such loss unless such information is promptly furnished
        to the Architect.

      


      § 3.18
        INDEMNIFICATION

      § 3.18.1
        To the fullest extent permitted by law and to the extent claims, damages,
        losses
        or expenses are not covered by Project Management Protective Liability insurance
        purchased by the Contractor in accordance with Section 11.3, the Contractor
        shall indemnify and hold harmless the Owner, Tenant, Architect, Architect's
        consultants, and agents and employees of any of them from and against claims,
        damages, losses and expenses, including but not limited to attorneys' fees,
        arising out of or resulting from performance of the Work, provided that such
        claim, damage, loss or expense is attributable to bodily injury, sickness,
        disease or death, or to injury to or destruction of tangible property (other
        than the Work itself), but only to the extent caused by the negligent acts
        or
        omissions of the Contractor, a Subcontractor, anyone directly or indirectly
        employed by them or anyone for whose acts they may be liable, regardless
        of
        whether or not such claim, damage, loss or expense is caused in part by a
        party
        indemnified hereunder. Such obligation shall not be construed to negate,
        abridge, or reduce other rights or obligations of indemnity which would
        otherwise exist as to a party or person described in this Section
        3.18.

      


      § 3.18.2
        In claims against any person or entity indemnified under this Section 3.18
        by an
        employee of the Contractor, a Subcontractor, anyone directly or indirectly
        employed by them or anyone for whose acts they may be liable, the
        indemnification obligation under Section 3.18.1 shall not be limited by a
        limitation on amount or type of damages, compensation or benefits payable
        by or
        for the Contractor or a Subcontractor under workers' compensation acts,
        disability benefit acts or other employee benefit acts.

      


      ARTICLE 4   ADMINISTRATION OF THE CONTRACT

      § 4.1
        ARCHITECT

      § 4.1.1
        The Architect is the person lawfully licensed to practice architecture or
        an
        entity lawfully practicing architecture identified as such in the Agreement
        and
        is referred to throughout the Contract Documents as if singular in number.
        The
        term "Architect" means the Architect or the Architect's authorized
        representative.

      


      § 4.1.2  Duties,
        responsibilities and limitations of authority of the Architect as set forth
        in
        the Contract Documents shall not be restricted, modified or extended without
        written consent of the Owner, Contractor and Architect. Consent shall not
        be
        unreasonably withheld.

      


      § 4.1.3  If
        the employment of the Architect is terminated, the  Tenant shall
        employ a new Architect against whom the Contractor has no reasonable objection
        and whose status under the Contract Documents shall be that of the former
        Architect.

      


      § 4.2
        ARCHITECT'S ADMINISTRATION OF THE CONTRACT

      § 4.2.1
        The Architect will provide administration of the Contract as described in
        the
        Contract Documents, and will be an Owner's representative (1) during
        construction, (2) until final payment is due and (3) with the Tenant's
        concurrence, from time to time during each  one-year period for
        correction of Work performed for a Phase described in Section 12.2. The
        Architect will have authority to act on behalf of the Owner only to the extent
        provided in the Contract Documents, unless otherwise modified in writing
        in
        accordance with other provisions of the Contract.

      


      § 4.2.2
        The Architect, as a representative of the Owner, will attend regularly scheduled
        project meetings and visit the site at intervals appropriate to the stage
        of the
        Contractor's operations (1) to become generally familiar with and to keep
        the
        Owner informed about the progress and quality of the portion of the Work
        completed, (2) to endeavor to guard the Owner against defects and deficiencies
        in the Work, and (3) to determine in general if the Work is being performed
        in a
        manner indicating that the Work, when fully completed, will be in accordance
        with the Contract Documents. However, the Architect will not be required
        to make
        exhaustive or continuous on-site inspections to check the quality or quantity
        of
        the Work. The Architect will neither have control over or charge of, nor
        be
        responsible for, the construction means, methods, techniques, sequences or
        procedures, or for the safety precautions and programs in connection with
        the
        Work, since these are solely the Contractor's rights and responsibilities
        under
        the Contract Documents, except as provided in Section 3.3.1.

      


      § 4.2.3
        The Architect will not be responsible for the Contractor's failure to perform
        the Work in accordance with the requirements of the Contract Documents. The
        Architect will not have control over or charge of and will not be responsible
        for acts or omissions of the Contractor, Subcontractors, or their agents
        or
        employees, or any other persons or entities performing portions of the
        Work.

      


      § 4.2.4
        Communications Facilitating Contract Administration.  Except as
        otherwise provided in the Contract Documents or when direct communications
        have
        been specially authorized, the Owner and Contractor shall endeavor to
        communicate with each other through the Architect about matters arising out
        of
        or relating to the Contract. Communications by and with the Architect's
        consultants shall be through the Architect. Communications by and with
        Subcontractors and material suppliers shall be through the Contractor.
        Communications by and with separate contractors shall be through the
        Owner.

      


      § 4.2.5
        Based on the Architect's  evaluations of the Contractor's Applications
        for Payment, the Architect will review and certify the amounts due the
        Contractor and will issue Certificates for Payment in such amounts.

      


      § 4.2.6
        The Architect will have authority to reject Work that does not conform to
        the
        Contract Documents. Whenever the Architect considers it necessary or advisable,
        the Architect will have authority to require inspection or testing of the
        Work
        in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is
        fabricated, installed or completed. However, neither this authority of the
        Architect nor a decision made in good faith either to exercise or not to
        exercise such authority shall give rise to a duty or responsibility of the
        Architect to the Contractor, Subcontractors, material and equipment suppliers,
        their agents or employees, or other persons or entities performing portions
        of
        the Work.

      


      § 4.2.7
        The Architect will review and approve or take other appropriate action upon
        the
        Contractor's submittals such as Shop Drawings, Product Data and Samples,
        but
        only for the limited purpose of checking for conformance with information
        given
        and the design concept expressed in the Contract Documents. The Architect's
        action will be taken with such reasonable promptness as to cause no delay
        in the
        Work or in the activities of the Owner, Contractor or separate contractors,
        while allowing sufficient time in the Architect's professional judgment to
        permit adequate review. Review of such submittals is not conducted for the
        purpose of determining the accuracy and completeness of other details such
        as
        dimensions and quantities, or for substantiating instructions for installation
        or performance of equipment or systems, all of which remain the responsibility
        of the Contractor as required by the Contract Documents. The Architect's
        review
        of the Contractor's submittals shall not relieve the Contractor of the
        obligations under Sections 3.3, 3.5 and 3.12. The Architect's review shall
        not
        constitute approval of safety precautions or, unless otherwise specifically
        stated by the Architect, of any construction means, methods, techniques,
        sequences or procedures. The Architect's approval of a specific item shall
        not
        indicate approval of an assembly of which the item is a component.

      


      § 4.2.8
        The Architect will prepare Architects Supplemental Information (ASI) documents
        or Construction Change Directives, and may authorize minor changes in the
        Work
        as provided in Section 7.4 with the written approval of the Owner.

      


      § 4.2.9
        The Architect will conduct inspections to determine the date or dates of
        Substantial Completion and the date of final completion for each Phase of
        the
        Work, will receive and forward to the Owner, for the Owner's review and records,
        written warranties and related documents required by the Contract and assembled
        by the Contractor, and will issue a final Certificate for Payment upon
        compliance with the requirements of the Contract Documents.

      


      § 4.2.10
        If the Owner and Architect agree, the Architect will provide one or more
        project
        representatives to assist in carrying out the Architect's responsibilities
        at
        the site. The duties, responsibilities and limitations of authority of such
        project representatives shall be as set forth in an exhibit to be incorporated
        in the Contract Documents.

      


      § 4.2.11
        The Architect will interpret and decide matters concerning performance under
        and
        requirements of, the Contract Documents on written request of either the
        Owner
        or Contractor. The Architect's response to such requests will be made in
        writing
        within any time limits agreed upon or otherwise with reasonable
        promptness..

      


      § 4.2.12
        Interpretations and decisions of the Architect will be consistent with the
        intent of and reasonably inferable from the Contract Documents and will be
        in
        writing or in the form of drawings. When making such interpretations and
        initial
        decisions, the Architect will endeavor to secure faithful performance by
        both
        Owner and Contractor, will not show partiality to either and will not be
        liable
        for results of interpretations or decisions so rendered in good
        faith.

      


      § 4.2.13
        The Architect's decisions on matters relating to aesthetic effect will be
        final
        if consistent with the intent expressed in the Contract Documents.

      


      § 4.3
        CLAIMS AND DISPUTES

      § 4.3.1
        Definition.  A Claim is a demand or assertion by one of the parties
        seeking, as a matter of right, adjustment or interpretation of Contract terms,
        payment of money, extension of time or other relief with respect to the terms
        of
        the Contract. The term "Claim" also includes other disputes and matters in
        question between the Owner and Contractor arising out of or relating to the
        Contract. Claims must be initiated by written notice. The responsibility
        to
        substantiate Claims shall rest with the party making the Claim.

      


      § 4.3.2
        Time Limits on Claims. Claims by either party must be initiated within 21
        days
        after occurrence of the event giving rise to such Claim or within 21 days
        after
        the claimant first recognizes the condition giving rise to the Claim, whichever
        is later. Claims must be initiated by written notice to the Architect and
        the
        other party.

      


      § 4.3.3
        Continuing Contract Performance. Pending final resolution of a Claim except
        as
        otherwise agreed in writing or as provided in Section 9.7.1 and Article 14,
        the
        Contractor shall proceed diligently with performance of the Contract and
        the
        Owner shall continue to make payments in accordance with the Contract
        Documents.

      


      § 4.3.4
        Claims for Concealed or Unknown Conditions. If conditions are encountered
        at the
        site which are (1) subsurface or otherwise concealed physical conditions
        which
        differ materially from those indicated in the Contract Documents or (2) unknown
        physical conditions of an unusual nature, which differ materially from those
        ordinarily found to exist and generally recognized as inherent in construction
        activities of the character provided for in the Contract Documents, then
        notice
        by the observing party shall be given to the other party promptly before
        conditions are disturbed and in no event later than 21 days after first
        observance of the conditions. The Architect will promptly investigate such
        conditions and, if they differ materially and cause an increase or decrease
        in
        the Contractor's cost of, or time required for, performance of any part of
        the
        Work, will recommend an equitable adjustment in the Contract Sum or applicable
        Contract Time, or both. If the Architect determines that the conditions at
        the
        site are not materially different from those indicated in the Contract Documents
        and that no change in the terms of the Contract is justified, the Architect
        shall so notify the Owner and Contractor in writing, stating the reasons.
        Claims
        by either party in opposition to such determination must be made within 21
        days
        after the Architect has given notice of the decision. If the conditions
        encountered are materially different, the Contract Sum and applicable Contract
        Time shall be equitably adjusted, but if the Owner and Contractor cannot
        agree
        on an adjustment in the Contract Sum or applicable Contract Time, the adjustment
        shall be referred to the Architect for initial determination, subject to
        further
        proceedings pursuant to Section 4.4.

      


      § 4.3.5
        Claims for Additional Cost.  If the Contractor wishes to make Claim
        for an increase in the Contract Sum, written notice as provided herein shall
        be
        given before proceeding to execute the Work. Prior notice is not required
        for
        Claims relating to an emergency endangering life or property arising under
        Section 10.6.

      


      § 4.3.6
        If the Contractor believes additional cost is involved for reasons including
        but
        not limited to (1) a written interpretation from the Architect, (2) an order
        by
        the Owner to stop the Work where the Contractor was not at fault, (3) a written
        order for a minor change in the Work issued by the Architect, (4) failure
        of
        payment by the Owner, (5) termination of the Contract by the Owner, (6) Owner's
        suspension or (7) other reasonable grounds, Claim shall be filed in accordance
        with this Section 4.3.

      


      § 4.3.7
        Claims for Additional Time

      § 4.3.7.1
        If the Contractor wishes to make Claim for an increase in the applicable
        Contract Time, written notice as provided herein shall be given. The
        Contractor's Claim shall include an estimate of cost and of probable effect
        of
        delay on progress of the Work. In the case of a continuing delay only one
        Claim
        is necessary.

      


      § 4.3.7.2
        If adverse weather conditions are the basis for a Claim for additional time,
        such Claim shall be documented by data substantiating that weather conditions
        were abnormal for the period of time, could not have been reasonably anticipated
        and had an adverse effect on the scheduled construction.

      


      § 4.3.8
        Injury or Damage to Person or Property.  If either party to the
        Contract suffers injury or damage to person or property because of an act
        or
        omission of the other party, or of others for whose acts such party is legally
        responsible, written notice of such injury or damage, whether or not insured,
        shall be given to the other party within a reasonable time not exceeding
        21 days
        after discovery. The notice shall provide sufficient detail to enable the
        other
        party to investigate the matter.

      


      § 4.3.9
        If unit prices are stated in the Contract Documents or subsequently agreed
        upon,
        and if quantities originally contemplated are materially changed in a proposed
        Change Order or Construction Change Directive so that application of such
        unit
        prices to quantities of Work proposed will cause substantial inequity to
        the
        Owner or Contractor, the applicable unit prices shall be equitably
        adjusted.

      


      § 4.3.10
        Claims for Consequential Damages.  The Contractor and Owner waive
        Claims against each other for consequential damages arising out of or relating
        to this Contract. This mutual waiver includes:

      
        	
                 

              	
                .1

              	
                damages
                  incurred by the Owner for rental expenses, for losses of use, income,
                  profit, financing, business and reputation, and for loss of management
                  or
                  employee productivity or of the services of such persons;
                  and

              


      

      
        	
                 

              	
                .2

              	
                damages
                  incurred by the Contractor for principal office expenses including
                  the
                  compensation of personnel stationed there, for losses of financing,
                  business and reputation, and for loss of profit except anticipated
                  profit
                  arising directly from the Work.

              


      

      


      This
        mutual waiver is applicable, without limitation, to all consequential damages
        due to either party's termination in accordance with Article 14. Nothing
        contained in this Section 4.3.10 shall be deemed to preclude an award of
        liquidated direct damages, when applicable, in accordance with the requirements
        of the Contract Documents.

      


      § 4.4
        RESOLUTION OF CLAIMS AND DISPUTES

      § 4.4.1
        Decision of Architect.  Claims, including those alleging an error or
        omission by the Architect but excluding those arising under Sections 10.3
        through 10.5, shall be referred initially to the Architect for decision.
        An
        initial decision by the Architect shall be required as a condition precedent
        to
        mediation, arbitration or litigation of all Claims between the Contractor
        and
        Owner arising prior to the date final payment is due, unless 30 days have
        passed
        after the Claim has been referred to the Architect with no decision having
        been
        rendered by the Architect. The Architect will not decide disputes between
        the
        Contractor and persons or entities other than the Owner.

      


      § 4.4.2
        The Architect will review Claims and within ten days of the receipt of the
        Claim
        take one or more of the following actions: (1) request additional supporting
        data from the claimant or a response with supporting data from the other
        party,
        (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest
        a
        compromise, or (5) advise the parties that the Architect is unable to resolve
        the Claim if the Architect lacks sufficient information to evaluate the merits
        of the Claim or if the Architect concludes that, in the Architect's sole
        discretion, it would be inappropriate for the Architect to resolve the
        Claim.

      


      § 4.4.3
        In evaluating Claims, the Architect may, but shall not be obligated to, consult
        with or seek information from either party or from persons with special
        knowledge or expertise who may assist the Architect in rendering a decision.
        The
        Architect may request the Owner to authorize retention of such persons at
        the
        Owner's expense.

      


      § 4.4.4
        If the Architect requests a party to provide a response to a Claim or to
        furnish
        additional supporting data, such party shall respond, within ten days after
        receipt of such request, and shall either provide a response on the requested
        supporting data, advise the Architect when the response or supporting data
        will
        be furnished or advise the Architect that no supporting data will be furnished.
        Upon receipt of the response or supporting data, if any, the Architect will
        either reject or approve the Claim in whole or in part.

      


      § 4.4.5
        The Architect will approve or reject Claims by written decision, which shall
        state the reasons therefor and which shall notify the parties of any change
        in
        the Contract Sum or applicable Contract Time or both. The approval or rejection
        of a Claim by the Architect shall be final and binding on the parties but
        subject to mediation and arbitration.

      


      § 4.4.6
        When a written decision of the Architect states that (1) the decision is
        final
        but subject to mediation and arbitration and (2) a demand for arbitration
        of a
        Claim covered by such decision must be made within 30 days after the date
        on
        which the party making the demand receives the final written decision, then
        failure to demand arbitration within said 30 days' period shall result in
        the
        Architect's decision becoming final and binding upon the Owner and Contractor.
        If the Architect renders a decision after arbitration proceedings have been
        initiated, such decision may be entered as evidence, but shall not supersede
        arbitration proceedings unless the decision is acceptable to all parties
        concerned.

      


      § 4.4.7
        Upon receipt of a Claim against the Contractor or at any time thereafter,
        the
        Architect or the Owner may, but is not obligated to, notify the surety, if
        any,
        of the nature and amount of the Claim. If the Claim relates to a possibility
        of
        a Contractor's default, the Architect or the Owner may, but is not obligated
        to,
        notify the surety and request the surety's assistance in resolving the
        controversy.

      


      § 4.4.8
        If a Claim relates to or is the subject of a mechanic's lien, the party
        asserting such Claim may proceed in accordance with applicable law to comply
        with the lien notice or filing deadlines prior to resolution of the Claim
        by the
        Architect, by mediation or by arbitration.

      


      § 4.5
        MEDIATION

      See
        Mediation and Arbitration within Exhibit D, Special Provisions.

      


      § 4.6
        ARBITRATION

      See
        Mediation and Arbitration within Exhibit D, Special Provisions.

      


      ARTICLE 5   SUBCONTRACTORS

      § 5.1
        DEFINITIONS

      § 5.1.1
        A Subcontractor is a person or entity who has a direct contract with the
        Contractor to perform a portion of the Work at the site. The term
        "Subcontractor" is referred to throughout the Contract Documents as if singular
        in number and means a Subcontractor or an authorized representative of the
        Subcontractor. The term "Subcontractor" does not include a separate contractor
        or subcontractors of a separate contractor.

      


      § 5.1.2
        A Sub-subcontractor is a person or entity who has a direct or indirect contract
        with a Subcontractor to perform a portion of the Work at the site. The term
        "Sub-subcontractor" is referred to throughout the Contract Documents as if
        singular in number and means a Sub-subcontractor or an authorized representative
        of the Sub-subcontractor.

      


      § 5.2
        AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK

      § 5.2.1
        Unless otherwise stated in the Contract Documents or the bidding requirements,
        the Contractor, as soon as practicable after award of the Contract, shall
        furnish in writing to the Owner through the Architect the names of persons
        or
        entities (including those who are to furnish materials or equipment fabricated
        to a special design) proposed for each principal portion of the Work. The
        Architect will promptly reply to the Contractor in writing stating whether
        or
        not the Owner or the Architect, after due investigation, has reasonable
        objection to any such proposed person or entity. Failure of the Owner or
        Architect to reply promptly shall constitute notice of no reasonable
        objection.

      


      § 5.2.2
        The Contractor shall not contract with a proposed person or entity to whom
        the
        Owner or Architect has made reasonable and timely objection. The Contractor
        shall not be required to contract with anyone to whom the Contractor has
        made
        reasonable objection.

      


      § 5.2.3
        If the Owner or Architect has reasonable objection to a person or entity
        proposed by the Contractor, the Contractor shall propose another to whom
        the
        Owner or Architect has no reasonable objection. If the proposed but rejected
        Subcontractor was reasonably capable of performing the Work, the Contract
        Sum
        and applicable Contract Time shall be increased or decreased by the difference,
        if any, occasioned by such change, and an appropriate Change Order shall
        be
        issued before commencement of the substitute Subcontractor's Work. However,
        no
        increase in such Contract Sum or Contract Time shall be allowed for such
        change
        unless the Contractor has acted promptly and responsively in submitting names
        as
        required.

      


      § 5.2.4
        The Contractor shall not change a Subcontractor, person or entity previously
        selected if the Owner or Architect makes reasonable objection to such
        substitute.

      


      § 5.3
        SUBCONTRACTUAL RELATIONS

      § 5.3.1
        By appropriate agreement, written where legally required for validity, the
        Contractor shall require each Subcontractor, to the extent of the Work to
        be
        performed by the Subcontractor, to be bound to the Contractor by terms of
        the
        Contract Documents, and to assume toward the Contractor all the obligations
        and
        responsibilities, including the responsibility for safety of the Subcontractor's
        Work, which the Contractor, by these Documents, assumes toward the Owner
        and
        Architect. Each subcontract agreement shall preserve and protect the rights
        of
        the Owner and Architect under the Contract Documents with respect to the
        Work to
        be performed by the Subcontractor so that subcontracting thereof will not
        prejudice such rights, and shall allow to the Subcontractor, unless specifically
        provided otherwise in the subcontract agreement, the benefit of all rights,
        remedies and redress against the Contractor that the Contractor, by the Contract
        Documents, has against the Owner. Where appropriate, the Contractor shall
        require each Subcontractor to enter into similar agreements with
        Sub-subcontractors. The Contractor shall make available to each proposed
        Subcontractor, prior to the execution of the subcontract agreement, copies
        of
        the Contract Documents to which the Subcontractor will be bound, and, upon
        written request of the Subcontractor, identify to the Subcontractor terms
        and
        conditions of the proposed subcontract agreement which may be at variance
        with
        the Contract Documents. Subcontractors will similarly make copies of applicable
        portions of such documents available to their respective proposed
        Sub-subcontractors.

      


      § 5.4
        CONTINGENT ASSIGNMENT OF SUBCONTRACTS

      § 5.4.1
        Each subcontract agreement for a portion of the Work is assigned by the
        Contractor to the Owner provided that:

      
        	
                 

              	
                .1

              	
                assignment
                  is effective only after termination of the Contract by the Owner
                  for cause
                  pursuant to Section 14.2 and only for those subcontract agreements
                  which
                  the Owner accepts by notifying the Subcontractor and Contractor
                  in
                  writing; and

              


      

      
        	
                 

              	
                .2

              	
                assignment
                  is subject to the prior rights of the surety, if any, obligated
                  under bond
                  relating to the Contract.

              


      

      


      § 5.4.2
        Upon such assignment, if the Work has been suspended for more than 30 days,
        the
        Subcontractor's compensation shall be equitably adjusted for increases in
        cost
        resulting from the suspension.

      


      ARTICLE 6   CONSTRUCTION BY OWNER,
        TENANT OR BY SEPARATE CONTRACTORS

      § 6.1
        OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS

      § 6.1.1
        The Owner reserves the right to perform construction or operations related
        to
        the Project with the Owner's own forces, and to award separate contracts
        in
        connection with other portions of the Project or other construction or
        operations on the site under Conditions of the Contract identical or
        substantially similar to these including those portions related to insurance
        and
        waiver of subrogation. If the Contractor claims that delay or additional
        cost is
        involved because of such action by the Owner, the Contractor shall make such
        Claim as provided in Section 4.3.

      


      § 6.1.2
        When separate contracts are awarded for different portions of the Project
        or
        other construction or operations on the site, the term "Contractor" in the
        Contract Documents in each case shall mean the Contractor who executes each
        separate Owner-Contractor Agreement.

      


      § 6.1.3
        The Owner shall provide for coordination of the activities of the Owner's
        own
        forces and of each separate contractor with the Work of the Contractor, who
        shall cooperate with them. The Contractor shall participate with other separate
        contractors and the Owner in reviewing their construction schedules when
        directed to do so. The Contractor shall make any revisions to the construction
        schedule deemed necessary after a joint review and mutual agreement. The
        construction schedules shall then constitute the schedules to be used by
        the
        Contractor, separate contractors and the Owner until subsequently
        revised.

      


      § 6.1.4
        Unless otherwise provided in the Contract Documents, when the Owner performs
        construction or operations related to the Project with the Owner's own forces,
        the Owner shall be deemed to be subject to the same obligations and to have
        the
        same rights which apply to the Contractor under the Conditions of the Contract,
        including, without excluding others, those stated in Article 3, this Article
        6
        and Articles 10, 11 and 12.

      


      § 6.2
        MUTUAL RESPONSIBILITY

      § 6.2.1
        The Contractor shall afford the Owner and separate contractors reasonable
        opportunity for introduction and storage of their materials and equipment
        and
        performance of their activities, and shall connect and coordinate the
        Contractor's construction and operations with theirs as required by the Contract
        Documents.

      


      § 6.2.2
        If part of the Contractor's Work depends for proper execution or results
        upon
        construction or operations by the Owner or a separate contractor, the Contractor
        shall, prior to proceeding with that portion of the Work, promptly report
        to the
        Architect apparent discrepancies or defects in such other construction that
        would render it unsuitable for such proper execution and results. Failure
        of the
        Contractor so to report shall constitute an acknowledgment that the Owner's
        or
        separate contractor's completed or partially completed construction is fit
        and
        proper to receive the Contractor's Work, except as to defects not then
        reasonably discoverable.

      


      § 6.2.3
        The Owner shall be reimbursed by the Contractor for costs incurred by the
        Owner
        which are payable to a separate contractor because of delays, improperly
        timed
        activities or defective construction of the Contractor. The Owner shall be
        responsible to the Contractor for costs incurred by the Contractor because
        of
        delays, improperly timed activities, damage to the Work or defective
        construction of a separate contractor.

      


      § 6.2.4
        The Contractor shall promptly remedy damage wrongfully caused by the Contractor
        to completed or partially completed construction or to property of the Owner
        or
        separate contractors as provided in Section 10.2.5.

      


      § 6.2.5
        The Owner and each separate contractor shall have the same responsibilities
        for
        cutting and patching as are described for the Contractor in Section
        3.14.

      


      § 6.3
        OWNER'S RIGHT TO CLEAN UP

      § 6.3.1
        If a dispute arises among the Contractor, separate contractors and the Owner
        as
        to the responsibility under their respective contracts for maintaining the
        premises and surrounding area free from waste materials and rubbish, the
        Owner
        may clean up and the Architect will allocate the cost among those
        responsible.

      


      § 6.4
        TENANT’S RIGHTS

      § 6.4.1
        Independent of Owner, Tenant shall have each and all of the same rights and
        options (and any resulting related duties and obligations) that Owner has
        in
        this Article 6, the same as if Tenant were Owner.

      


      ARTICLE 7   CHANGES IN THE WORK

      § 7.1
        GENERAL

      § 7.1.1
        Changes in the Work may be accomplished after execution of the Contract,
        and
        without invalidating the Contract, by Change Order, Construction Change
        Directive, Architects Supplemental Instruction or order for a minor change
        in
        the Work, subject to the limitations stated in this Article 7 and elsewhere
        in
        the Contract Documents.

      


      § 7.1.2
        A Change Order shall be based upon agreement among the Owner, Contractor
        and
        Architect; a Construction Change Directive requires agreement by the Owner
        and
        Architect and may or may not be agreed to by the Contractor; an order for
        a
        minor change in the Work may be issued by the Architect alone.

      


      § 7.1.3
        Changes in the Work shall be performed under applicable provisions of the
        Contract Documents, and the Contractor shall proceed promptly, unless otherwise
        provided in the Change Order, Construction Change Directive or order for
        a minor
        change in the Work.

      


      § 7.2
        CHANGE ORDERS

      § 7.2.1
        A Change Order is a written instrument prepared by the Architect and signed
        by
        the Owner and Contractor and Architect, stating their agreement upon all
        of the
        following:

      
        	
                 

              	
                .1

              	
                change
                  in the Work;

              


      

      
        	
                 

              	
                .2

              	
                the
                  amount of the adjustment, if any, in the Contract Sum;
                  and

              


      

      
        	
                 

              	
                .3

              	
                the
                  extent of the adjustment, if any, in the applicable Contract
                  Time.

              


      

      


      § 7.2.2
        Methods used in determining adjustments to the Contract Sum may include those
        listed in Section 7.3.3.

      


      § 7.3
        CONSTRUCTION CHANGE DIRECTIVES

      § 7.3.1
        A Construction Change Directive or Architects Supplemental Instruction is
        a
        written order prepared by the Architect and signed by the Owner and Architect,
        directing a change in the Work prior to agreement on adjustment, if any,
        in the
        Contract Sum or applicable Contract Time, or both. The Owner may by Construction
        Change Directive, without invalidating the Contract, order changes in the
        Work
        within the general scope of the Contract consisting of additions, deletions
        or
        other revisions, the Contract Sum and applicable Contract Time being adjusted
        accordingly.

      


      § 7.3.2
        A Construction Change Directive shall be used in the absence of total agreement
        on the terms of a Change Order.

      


      § 7.3.3
        If the Construction Change Directive provides for an adjustment to the Contract
        Sum, the adjustment shall be based on one of the following methods:

      
        	
                 

              	
                .1

              	
                mutual
                  acceptance of a lump sum properly itemized and supported by sufficient
                  substantiating data to permit
                  evaluation;

              


      

      
        	
                 

              	
                .2

              	
                unit
                  prices stated in the Contract Documents or subsequently agreed
                  upon;

              


      

      
        	
                 

              	
                .3

              	
                cost
                  to be determined in a manner agreed upon by the parties and a mutually
                  acceptable fixed or percentage fee;
                  or

              


      

      
        	
                 

              	
                .4

              	
                as
                  provided in Section 7.3.6.

              


      

      


      § 7.3.4
        Upon receipt of a Construction Change Directive, the Contractor shall promptly
        proceed with the change in the Work involved and advise the Architect of
        the
        Contractor's agreement or disagreement with the method, if any, provided
        in the
        Construction Change Directive for determining the proposed adjustment in
        the
        Contract Sum or applicable Contract Time.

      


      § 7.3.5
        A Construction Change Directive signed by the Contractor indicates the agreement
        of the Contractor therewith, including adjustment in the Contract Sum and
        applicable Contract Time or the method for determining them. Such agreement
        shall be effective immediately and shall be recorded as a Change
        Order.

      


      § 7.3.6
        If the Contractor does not respond promptly or disagrees with the method
        for
        adjustment in the Contract Sum, the method and the adjustment shall be
        determined by the Architect on the basis of reasonable expenditures and savings
        of those performing the Work attributable to the change, including, in case
        of
        an increase in the Contract Sum, a reasonable allowance for overhead and
        profit.
        In such case, and also under Section 7.3.3.3, the Contractor shall keep and
        present, in such form as the Architect may prescribe, an itemized accounting
        together with appropriate supporting data. Unless otherwise provided in the
        Contract Documents, costs for the purposes of this Section 7.3.6 shall be
        limited to the following:

      
        	
                 

              	
                .1

              	
                costs
                  of labor, including social security, old age and unemployment insurance,
                  fringe benefits required by agreement or custom, and workers' compensation
                  insurance;

              


      

      
        	
                 

              	
                .2

              	
                costs
                  of materials, supplies and equipment, including cost of transportation,
                  whether incorporated or consumed;

              


      

      
        	
                 

              	
                .3

              	
                rental
                  costs of machinery and equipment, exclusive of hand tools, whether
                  rented
                  from the Contractor or others;

              


      

      
        	
                 

              	
                .4

              	
                costs
                  of premiums for all bonds and insurance, permit fees, and sales,
                  use or
                  similar taxes related to the Work;
                  and

              


      

      
        	
                 

              	
                .5

              	
                additional
                  costs of supervision and field office personnel directly attributable
                  to
                  the change.

              


      

      


      § 7.3.7
        The amount of credit to be allowed by the Contractor to the Owner for a deletion
        or change which results in a net decrease in the Contract Sum shall be actual
        net cost as confirmed by the Architect. When both additions and credits covering
        related Work or substitutions are involved in a change, the allowance for
        overhead and profit shall be figured on the basis of net increase, if any,
        with
        respect to that change.

      


      § 7.3.8
        Pending final determination of the total cost of a Construction Change Directive
        to the Owner, amounts not in dispute for such changes in the Work shall be
        included in Applications for Payment accompanied by a Change Order indicating
        the parties' agreement with part or all of such costs. For any portion of
        such
        cost that remains in dispute, the Architect will make an interim determination
        for purposes of monthly certification for payment for those costs. That
        determination of cost shall adjust the Contract Sum on the same basis as
        a
        Change Order, subject to the right of either party to disagree and assert
        a
        claim in accordance with Article 4.

      


      § 7.3.9
        When the Owner and Contractor agree with the determination made by the Architect
        concerning the adjustments in the Contract Sum and applicable Contract Time,
        or
        otherwise reach agreement upon the adjustments, such agreement shall be
        effective immediately and shall be recorded by preparation and execution
        of an
        appropriate Change Order.

      


      § 7.4
        MINOR CHANGES IN THE WORK

      § 7.4.1
        The Architect will have authority to order minor changes in the Work not
        involving adjustment in the Contract Sum or extension of the applicable Contract
        Time and not inconsistent with the intent of the Contract Documents. Such
        changes shall be effected by written order and shall be binding on the Owner
        and
        Contractor. The Contractor shall carry out such written orders
        promptly.

      


      ARTICLE 8   TIME

      § 8.1
        DEFINITIONS

      § 8.1.1
        Unless otherwise provided, Contract Time for the completion of a Phase of
        the
        Work is the period of time, including authorized adjustments, allotted in
        the
        Contract Documents for Substantial Completion of such Phase of the
        Work.

      


      § 8.1.2
        The dates of commencement for the Phases of the of the Work are the dates
        established in the Agreement.

      


      § 8.1.3
        The dates of Substantial Completion for the Phases of the Work are the dates
        certified by the Architect in accordance with Section 9.8.

      


      § 8.1.4
        The term "day" as used in the Contract Documents shall mean calendar day
        unless
        otherwise specifically defined.

      


      § 8.2
        PROGRESS AND COMPLETION

      § 8.2.1
        Time limits stated in the Contract Documents are of the essence of the Contract.
        By executing the Agreement the Contractor confirms that the Contract Time
        for
        each Phase of the Work is a reasonable period for performing such portion
        of the
        Work.

      


      § 8.2.2
        The Contractor shall not knowingly, except by agreement or instruction of
        the
        Owner in writing, prematurely commence operations on the site or elsewhere
        prior
        to the effective date of insurance required by Article 11 to be furnished
        by the
        Contractor and Owner. The date of commencement of Phase 1 of the Work shall
        not
        be changed by the effective date of such insurance. Unless the date of
        commencement for Phase 1 of the Work is established by the Contract Documents
        or
        a notice to proceed given by the Owner, the Contractor shall notify the Owner
        in
        writing not less than five days or other agreed period before commencing
        the
        Work to permit the timely filing of mortgages, mechanic's liens and other
        security interests.

      


      § 8.2.3
        The Contractor shall proceed expeditiously with adequate forces and shall
        achieve Substantial Completion of the Work to be completed for a Phase within
        the applicable Contract Time.

      


      § 8.3
        DELAYS AND EXTENSIONS OF TIME

      § 8.3.1
        If the Contractor is delayed at any time in the commencement or progress
        of the
        Work by an act or neglect of the Owner or Architect, or of an employee of
        either, or of a separate contractor employed by the Owner, or by changes
        ordered
        in the Work, or by labor disputes, fire, unusual delay in deliveries,
        unavoidable casualties or other causes beyond the Contractor's control, or
        by
        delay authorized by the Owner pending mediation and arbitration, or by other
        causes which the Architect determines may justify delay, then the applicable
        Contract Time shall be extended by Change Order for such reasonable time
        as the
        Architect may determine.

      


      § 8.3.2
        Claims relating to time shall be made in accordance with applicable provisions
        of Section 4.3.

      


      § 8.3.3
        This Section 8.3 does not preclude recovery of damages for delay by either
        party
        under other provisions of the Contract Documents.

      


      ARTICLE 9   PAYMENTS AND COMPLETION

      § 9.1
        CONTRACT SUM

      § 9.1.1
        The Contract Sum for each of (i) Phase 1 and 2, and (ii) Phase 3 is stated
        in
        the Agreement and, including authorized adjustments, is the total amount
        payable
        by the Owner to the Contractor for performance of the Work under the Contract
        Documents.

      


      § 9.2
        SCHEDULE OF VALUES

      § 9.2.1
        Before the first Application for Payment, the Contractor shall submit to
        the
        Architect a schedule of values allocated to various portions of the Work,
        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 Architect,
        shall be used as a basis for reviewing the Contractor's Applications for
        Payment.

      


      § 9.3
        APPLICATIONS FOR PAYMENT

      § 9.3.1
        At least  thirty (30) days before the date established for each
        progress payment, the Contractor shall submit to the Architect an itemized
        Application for Payment for operations completed in accordance with the schedule
        of values. Such application shall be notarized, if required, and supported
        by
        such data substantiating the Contractor's right to payment as the Owner or
        Architect may require, such as copies of requisitions from Subcontractors
        and
        material suppliers, and reflecting retainage if provided for in the Contract
        Documents.

      


      § 9.3.1.1
        As provided in Section 7.3.8, such applications may include requests for
        payment
        on account of changes in the Work which have been properly authorized by
        Construction Change Directives, or by interim determinations of the Architect,
        but not yet included in Change Orders.

      


      § 9.3.1.2
        Such applications may not include requests for payment for portions of the
        Work
        for which the Contractor does not intend to pay to a Subcontractor or material
        supplier, unless such Work has been performed by others whom the Contractor
        intends to pay.

      


      § 9.3.2
        Unless otherwise provided in the Contract Documents, payments shall be made
        on
        account of materials and equipment delivered and suitably stored at the site
        for
        subsequent incorporation in the Work. If approved in advance by the Owner,
        payment may similarly be made for materials and equipment suitably stored
        off
        the site at a location agreed upon in writing. Payment for materials and
        equipment stored on or off the site shall be conditioned upon compliance
        by the
        Contractor with procedures satisfactory to the Owner to establish the Owner's
        title to such materials and equipment or otherwise protect the Owner's interest,
        and shall include the costs of applicable insurance, storage and transportation
        to the site for such materials and equipment stored off the site.

      


      § 9.3.3
        The Contractor warrants that title to all Work covered by an Application
        for
        Payment will pass to the Owner no later than the time of payment. The Contractor
        further warrants that upon submittal of an Application for Payment all Work
        for
        which Certificates for Payment have been previously issued and payments received
        from the Owner shall, to the best of the Contractor's knowledge, information
        and
        belief, be free and clear of liens, claims, security interests or encumbrances
        in favor of the Contractor, Subcontractors, material suppliers, or other
        persons
        or entities making a claim by reason of having provided labor, materials
        and
        equipment relating to the Work.

      


      § 9.4
        CERTIFICATES FOR PAYMENT

      § 9.4.1
        The Architect will, within  ten days after receipt of the Contractor's
        Application for Payment, either issue to the Owner a Certificate for Payment,
        with a copy to the Contractor, for such amount as the Architect determines
        is
        properly due, or notify the Contractor and Owner in writing of the Architect's
        reasons for withholding certification in whole or in part as provided in
        Section
        9.5.1.

      


      § 9.4.2
        The issuance of a Certificate for Payment will constitute a representation
        by
        the Architect to the Owner, based on the Architect's evaluation of the Work
        and
        the data comprising the Application for Payment, that the Work has progressed
        to
        the point indicated and that, to the best of the Architect's knowledge,
        information and belief, the quality of the Work is in accordance with the
        Contract Documents. The foregoing representations are subject to an evaluation
        of the Work for conformance with the Contract Documents upon Substantial
        Completion, to results of subsequent tests and inspections, to correction
        of
        minor deviations from the Contract Documents prior to completion and to specific
        qualifications expressed by the Architect. The issuance of a Certificate
        for
        Payment will further constitute a representation that the Contractor is entitled
        to payment in the amount certified. However, the issuance of a Certificate
        for
        Payment will not be a representation that the Architect has (1) made exhaustive
        or continuous on-site inspections to check the quality or quantity of the
        Work,
        (2) reviewed construction means, methods, techniques, sequences or procedures,
        (3) reviewed copies of requisitions received from Subcontractors and material
        suppliers and other data requested by the Owner to substantiate the Contractor's
        right to payment, or (4) made examination to ascertain how or for what purpose
        the Contractor has used money previously paid on account of the Contract
        Sum.

      


      § 9.5
        DECISIONS TO WITHHOLD CERTIFICATION

      § 9.5.1
        The Architect may withhold a Certificate for Payment in whole or in part,
        to the
        extent reasonably necessary to protect the Owner, if in the Architect's opinion
        the representations to the Owner required by Section 9.4.2 cannot be made.
        If
        the Architect is unable to certify payment in the amount of the Application,
        the
        Architect will notify the Contractor and Owner as provided in Section 9.4.1.
        If
        the Contractor and Architect cannot agree on a revised amount, the Architect
        will promptly issue a Certificate for Payment for the amount for which the
        Architect is able to make such representations to the Owner. The Architect
        may
        also withhold a Certificate for Payment or, because of subsequently discovered
        evidence, may nullify the whole or a part of a Certificate for Payment
        previously issued, to such extent as may be necessary in the Architect's
        opinion
        to protect the Owner from loss for which the Contractor is responsible,
        including loss resulting from acts and omissions described in Section 3.3.2,
        because of:

      
        	
                 

              	
                .1

              	
                defective
                  Work not remedied;

              


      

      
        	
                 

              	
                .2

              	
                third
                  party claims filed or reasonable evidence indicating probable filing
                  of
                  such claims unless security acceptable to the Owner is provided
                  by the
                  Contractor;

              


      

      
        	
                 

              	
                .3

              	
                failure
                  of the Contractor to make payments properly to Subcontractors or
                  for
                  labor, materials or equipment;

              


      

      
        	
                 

              	
                .4

              	
                reasonable
                  evidence that the Work cannot be completed for the unpaid balance
                  of the
                  Contract Sum;

              


      

      
        	
                 

              	
                .5

              	
                damage
                  to the Owner or another contractor;

              


      

      
        	
                 

              	
                .6

              	
                reasonable
                  evidence that the Work will not be completed within the Contract
                  Time, and
                  that the unpaid balance would not be adequate to cover actual or
                  liquidated damages for the anticipated delay;
                  or

              


      

      
        	
                 

              	
                .7

              	
                persistent
                  failure to carry out the Work in accordance with the Contract
                  Documents.

              


      

      


      § 9.5.2
        When the above reasons for withholding certification are removed, certification
        will be made for amounts previously withheld.

      


      § 9.6
        PROGRESS PAYMENTS

      § 9.6.1
        After the Architect has issued a Certificate for Payment, the Owner shall
        make
        payment in the manner and within the time provided in the Contract Documents,
        and shall so notify the Architect.

      


      § 9.6.2
        The Contractor shall promptly pay each Subcontractor, upon receipt of payment
        from the Owner, out of the amount paid to the Contractor on account of such
        Subcontractor's portion of the Work, the amount to which said Subcontractor
        is
        entitled, reflecting percentages actually retained from payments to the
        Contractor on account of such Subcontractor's portion of the Work. The
        Contractor shall, by appropriate agreement with each Subcontractor, require
        each
        Subcontractor to make payments to Sub-subcontractors in a similar
        manner.

      


      § 9.6.3
        The Architect will, on request, furnish to a Subcontractor, if practicable,
        information regarding percentages of completion or amounts applied for by
        the
        Contractor and action taken thereon by the Architect and Owner on account
        of
        portions of the Work done by such Subcontractor.

      


      § 9.6.4
        Neither the Owner nor Architect shall have an obligation to pay or to see
        to the
        payment of money to a Subcontractor except as may otherwise be required by
        law.

      


      § 9.6.5
        Payment to material suppliers shall be treated in a manner similar to that
        provided in Sections 9.6.2, 9.6.3 and 9.6.4.

      


      § 9.6.6
        A Certificate for Payment, a progress payment, or partial or entire use or
        occupancy of the Project by the Owner shall not constitute acceptance of
        Work
        not in accordance with the Contract Documents.

      


      § 9.6.7
        Unless the Contractor provides the Owner with a payment bond in the full
        penal
        sum of the Contract Sum, payments received by the Contractor for Work properly
        performed by Subcontractors and suppliers shall be held by the Contractor
        for
        those Subcontractors or suppliers who performed Work or furnished materials,
        or
        both, under contract with the Contractor for which payment was made by the
        Owner. Nothing contained herein shall require money to be placed in a separate
        account and not commingled with money of the Contractor, shall create any
        fiduciary liability or tort liability on the part of the Contractor for breach
        of trust or shall entitle any person or entity to an award of punitive damages
        against the Contractor for breach of the requirements of this
        provision.

      


      § 9.7
        FAILURE OF PAYMENT

      § 9.7.1
        If the Architect does not issue a Certificate for Payment, through no fault
        of
        the Contractor, within seven days after receipt of the Contractor's Application
        for Payment, or if the Owner does not pay the Contractor within seven days
        after
        the date established in the Contract Documents the amount certified by the
        Architect or awarded by arbitration, then the Contractor may, upon seven
        additional days' written notice to the Owner and Architect, stop the Work
        until
        payment of the amount owing has been received. The applicable Contract Time
        shall be extended appropriately and the Contract Sum shall be increased by
        the
        amount of the Contractor's reasonable costs of shut-down, delay and start-up,
        plus interest as provided for in the Contract Documents.

      


      § 9.8
        SUBSTANTIAL COMPLETION

      § 9.8.1
        Substantial Completion is the stage in the progress of the Work to be completed
        for a Phase when such Work or designated portion thereof is sufficiently
        complete in accordance with the Contract Documents so that the Owner can
        occupy
        or utilize such Work for its intended use.

      


      § 9.8.2
        When the Contractor considers that the Work to be completed for a Phase,
        or a
        portion thereof which the Owner agrees to accept separately, is substantially
        complete, the Contractor shall prepare and submit to the Architect a
        comprehensive list of items to be completed or corrected prior to final payment
        for such Work. Failure to include an item on such list does not alter the
        responsibility of the Contractor to complete all Work to be completed for
        the
        applicable Phase in accordance with the Contract Documents.

      


      § 9.8.3
        Upon receipt of the Contractor's list, the Architect will make an inspection
        to
        determine whether the Work to be completed for a Phase or designated portion
        thereof is substantially complete. If the Architect's inspection discloses
        any
        item, whether or not included on the Contractor's list, which is not
        sufficiently complete in accordance with the Contract Documents so that the
        Owner can occupy or utilize such Work or designated portion thereof for its
        intended use, the Contractor shall, before issuance of the Certificate of
        Substantial Completion, complete or correct such item upon notification by
        the
        Architect. In such case, the Contractor shall then submit a request for another
        inspection by the Architect to determine Substantial Completion.

      


      § 9.8.4
        When the Work to be completed for a Phase or designated portion thereof is
        substantially complete, the Architect will prepare a Certificate of Substantial
        Completion for such Work which shall establish the date of Substantial
        Completion for such Work, shall establish responsibilities of the Owner and
        Contractor for security, maintenance, heat, utilities, damage to such Work
        and
        insurance, and shall fix the time within which the Contractor shall finish
        all
        items on the list accompanying the Certificate. Warranties required by the
        Contract Documents shall commence on the date of Substantial Completion of
        such  Work or designated portion thereof unless otherwise provided in
        the Certificate of Substantial Completion.

      


      § 9.8.5
        The Certificate of Substantial Completion for each Phase of the Work shall
        be
        submitted to the Owner and Contractor for their written acceptance of
        responsibilities assigned to them in such Certificate. Upon such acceptance
        and
        consent of surety, if any, the Owner shall make payment of retainage applying
        to
        such Work or designated portion thereof. Such payment shall be adjusted for
        Work
        that is incomplete or not in accordance with the requirements of the Contract
        Documents.

      


      § 9.9
        PARTIAL OCCUPANCY OR USE

      § 9.9.1
        The Owner may occupy or use any completed or partially completed portion
        of the
        Work at any stage when such portion is designated by separate agreement with
        the
        Contractor, provided such occupancy or use is consented to by the insurer
        as
        required under Section 11.4.1.5 and authorized by public authorities having
        jurisdiction over the Work. Such partial occupancy or use may commence whether
        or not the portion is substantially complete, provided the Owner and Contractor
        have accepted in writing the responsibilities assigned to each of them for
        payments, retainage, if any, security, maintenance, heat, utilities, damage
        to
        such Work and insurance, and have agreed in writing concerning the period
        for
        correction of such  Work and commencement of warranties required by
        the Contract Documents. When the Contractor considers a portion substantially
        complete, the Contractor shall prepare and submit a list to the Architect
        as
        provided under Section 9.8.2. Consent of the Contractor to partial occupancy
        or
        use shall not be unreasonably withheld. The stage of the progress of the
        Work to
        be completed for a Phase shall be determined by written agreement between
        the
        Owner and Contractor or, if no agreement is reached, by decision of the
        Architect.

      


      § 9.9.2
        Immediately prior to such partial occupancy or use, the Owner, Contractor
        and
        Architect shall jointly inspect the area to be occupied or portion of the
        Work
        to be used in order to determine and record the condition of the
        Work.

      


      § 9.9.3
        Unless otherwise agreed upon, partial occupancy or use of a portion or portions
        of the Work to be completed for a Phase shall not constitute acceptance of
        Work
        not complying with the requirements of the Contract Documents.

      


      § 9.10
        FINAL COMPLETION AND FINAL PAYMENT

      § 9.10.1
        Upon receipt of written notice that the Work is ready for final inspection
        and
        acceptance and upon receipt of a final Application for Payment, the Architect
        will promptly make such inspection and, when the Architect finds the Work
        acceptable under the Contract Documents and the Contract fully performed,
        the
        Architect will promptly issue a final Certificate for Payment stating that
        to
        the best of the Architect's knowledge, information and belief, and on the
        basis
        of the Architect's on-site visits and inspections, the Work has been completed
        in accordance with terms and conditions of the Contract Documents and that
        the
        entire balance found to be due the Contractor and noted in the final Certificate
        is due and payable. The Architect's final Certificate for Payment will
        constitute a further representation that conditions listed in Section 9.10.2
        as
        precedent to the Contractor's being entitled to final payment have been
        fulfilled.

      


      § 9.10.2
        Neither final payment nor any remaining retained percentage shall become
        due
        until the Contractor submits to the Architect (1) an affidavit that payrolls,
        bills for materials and equipment, and other indebtedness connected with
        the
        Work for which the Owner or the Owner's property might be responsible or
        encumbered (less amounts withheld by Owner) have been paid or otherwise
        satisfied, (2) a certificate evidencing that insurance required by the Contract
        Documents to remain in force after final payment is currently in effect and
        will
        not be canceled or allowed to expire until at least 30 days' prior written
        notice has been given to the Owner, (3) a written statement that the Contractor
        knows of no substantial reason that the insurance will not be renewable to
        cover
        the period required by the Contract Documents, (4) consent of surety, if
        any, to
        final payment and (5), if required by the Owner or Tenant, other data
        establishing payment or satisfaction of obligations, such as receipts, releases
        and waivers of liens, claims, security interests or encumbrances arising
        out of
        the Contract, to the extent and in such form as may be designated by the
        Owner
        or Tenant. If a Subcontractor refuses to furnish a release or waiver required
        by
        the Owner or Tenant, the Contractor may furnish a bond satisfactory to each
        requesting and requiring party to indemnify Owner and Tenant against such
        lien
        or claim. If such lien or claim remains unsatisfied after payments are made,
        the
        Contractor shall refund to the Owner or Tenant all money that the Owner or
        Tenant may be compelled to pay in discharging such lien or claim, including
        all
        costs and reasonable attorneys' fees.

      


      § 9.10.3
        If, after Substantial Completion of a Phase of the Work, final completion
        thereof is materially delayed through no fault of the Contractor or by issuance
        of Change Orders affecting final completion, and the Architect so confirms,
        the
        Owner shall, upon application by the Contractor and certification by the
        Architect, and without terminating the Contract, make payment of the balance
        due
        for that portion of such Phase of the Work fully completed and accepted.
        If the
        remaining balance for Work not fully completed or corrected is less than
        retainage stipulated in the Contract Documents, and if bonds have been
        furnished, the written consent of surety to payment of the balance due for
        that
        portion of the Work fully completed and accepted shall be submitted by the
        Contractor to the Architect prior to certification of such payment. Such
        payment
        shall be made under terms and conditions governing final payment, except
        that it
        shall not constitute a waiver of claims.

      


      § 9.10.4
        The making of final payment shall constitute a waiver of Claims by the Owner
        except those arising from:

      
        	
                 

              	
                .1

              	
                liens,
                  Claims, security interests or encumbrances arising out of the Contract
                  and
                  unsettled;

              


      

      
        	
                 

              	
                .2

              	
                failure
                  of the Work to comply with the requirements of the Contract Documents;
                  or

              


      

      
        	
                 

              	
                .3

              	
                terms
                  of special warranties required by the Contract
                  Documents.

              


      

      


      § 9.10.5
        Acceptance of final payment by the Contractor, a Subcontractor or material
        supplier shall constitute a waiver of claims by that payee except those
        previously made in writing and identified by that payee as unsettled at the
        time
        of final Application for Payment.

      


      ARTICLE 10   PROTECTION OF PERSONS AND PROPERTY

      § 10.1
        SAFETY PRECAUTIONS AND PROGRAMS

      § 10.1.1
        The Contractor shall be responsible for initiating, maintaining and supervising
        all safety precautions and programs in connection with the performance of
        the
        Contract.

      


      § 10.2
        SAFETY OF PERSONS AND PROPERTY

      § 10.2.1
        The Contractor shall take reasonable precautions for safety of, and shall
        provide reasonable protection to prevent damage, injury or loss to:

      
        	
                 

              	
                .1

              	
                employees
                  on the Work and other persons who may be affected
                  thereby;

              


      

      
        	
                 

              	
                .2

              	
                the
                  Work and materials and equipment to be incorporated therein, whether
                  in
                  storage on or off the site, under care, custody or control of the
                  Contractor or the Contractor's Subcontractors or Sub-subcontractors;
                  and

              


      

      
        	
                 

              	
                .3

              	
                other
                  property at the site or adjacent thereto, such as trees, shrubs,
                  lawns,
                  walks, pavements, roadways, structures and utilities not designated
                  for
                  removal, relocation or replacement in the course of
                  construction.

              


      

      


      § 10.2.2
        The Contractor shall give notices and comply with applicable laws, ordinances,
        rules, regulations and lawful orders of public authorities bearing on safety
        of
        persons or property or their protection from damage, injury or
        loss.

      


      § 10.2.3
        The Contractor shall erect and maintain, as required by existing conditions
        and
        performance of the Contract, reasonable safeguards for safety and protection,
        including posting danger signs and other warnings against hazards, promulgating
        safety regulations and notifying owners and users of adjacent sites and
        utilities.

      


      § 10.2.4
        When use or storage of explosives or other hazardous materials or equipment
        or
        unusual methods are necessary for execution of the Work, the Contractor shall
        exercise utmost care and carry on such activities under supervision of properly
        qualified personnel.

      


      § 10.2.5
        The Contractor shall promptly remedy damage and loss (other than damage or
        loss
        insured under property insurance required by the Contract Documents) to property
        referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part
        by the
        Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or
        indirectly employed by any of them, or by anyone for whose acts they may
        be
        liable and for which the Contractor is responsible under Sections 10.2.1.2
        and
        10.2.1.3, except damage or loss attributable to acts or omissions of the
        Owner
        or Architect or anyone directly or indirectly employed by either of them,
        or by
        anyone for whose acts either of them may be liable, and not attributable
        to the
        fault or negligence of the Contractor. The foregoing obligations of the
        Contractor are in addition to the Contractor's obligations under Section
        3.18.

      


      § 10.2.6
        The Contractor shall designate a responsible member of the Contractor's
        organization at the site whose duty shall be the prevention of accidents.
        This
        person shall be the Contractor's superintendent unless otherwise designated
        by
        the Contractor in writing to the Owner and Architect.

      


      § 10.2.7
        The Contractor shall not load or permit any part of the construction or site
        to
        be loaded so as to endanger its safety.

      


      § 10.3
        HAZARDOUS MATERIALS

      § 10.3.1
        If reasonable precautions will be inadequate to prevent foreseeable bodily
        injury or death to persons resulting from a material or substance, including
        but
        not limited to asbestos or polychlorinated biphenyl (PCB), encountered on
        the
        site by the Contractor, the Contractor shall, upon recognizing the condition,
        immediately stop Work in the affected area and report the condition to the
        Owner
        and Architect in writing.

      


      § 10.3.2
        The Owner shall obtain the services of a licensed laboratory to verify the
        presence or absence of the material or substance reported by the Contractor
        and,
        in the event such material or substance is found to be present, to verify
        that
        it has been rendered harmless. Unless otherwise required by the Contract
        Documents, the Owner shall furnish in writing to the Contractor and Architect
        the names and qualifications of persons or entities who are to perform tests
        verifying the presence or absence of such material or substance or who are
        to
        perform the task of removal or safe containment of such material or substance.
        The Contractor and the Architect will promptly reply to the Owner in writing
        stating whether or not either has reasonable objection to the persons or
        entities proposed by the Owner. If either the Contractor or Architect has
        an
        objection to a person or entity proposed by the Owner, the Owner shall propose
        another to whom the Contractor and the Architect have no reasonable objection.
        When the material or substance has been rendered harmless, Work in the affected
        area shall resume upon written agreement of the Owner and Contractor. The
        applicable Contract Time shall be extended appropriately and the Contract
        Sum
        shall be increased in the amount of the Contractor's reasonable additional
        costs
        of shut-down, delay and start-up, which adjustments shall be accomplished
        as
        provided in Article 7.

      


      § 10.3.3
        To the fullest extent permitted by law, the Owner shall indemnify and hold
        harmless the Contractor, Subcontractors, Architect, Architect's consultants
        and
        agents and employees of any of them from and against claims, damages, losses
        and
        expenses, including but not limited to attorneys' fees, arising out of or
        resulting from performance of the Work in the affected area if in fact the
        material or substance presents the risk of bodily injury or death as described
        in Section 10.3.1 and has not been rendered harmless, provided that such
        claim,
        damage, loss or expense is attributable to bodily injury, sickness, disease
        or
        death, or to injury to or destruction of tangible property (other than the
        Work
        itself) and provided that such damage, loss or expense is not due to the
        sole
        negligence of a party seeking indemnity.

      


      § 10.4
        The Owner shall not be responsible under Section 10.3 for materials and
        substances brought to the site by the Contractor unless such materials or
        substances were required by the Contract Documents.

      


      § 10.5
        If, without negligence on the part of the Contractor, the Contractor is held
        liable for the cost of remediation of a hazardous material or substance solely
        by reason of performing Work as required by the Contract Documents, the Owner
        shall indemnify the Contractor for all cost and expense thereby
        incurred.

      


      § 10.6
        EMERGENCIES

      § 10.6.1
        In an emergency affecting safety of persons or property, the Contractor shall
        act, at the Contractor's discretion, to prevent threatened damage, injury
        or
        loss. Additional compensation or extension of time claimed by the Contractor
        on
        account of an emergency shall be determined as provided in Section 4.3 and
        Article 7.

      


      ARTICLE 11   INSURANCE AND BONDS

      § 11.1
        CONTRACTOR'S LIABILITY INSURANCE

      § 11.1.1
        The Contractor shall purchase from and maintain in a company or companies
        lawfully authorized to do business in the jurisdiction in which the Project
        is
        located such insurance as will protect the Contractor from claims set forth
        below which may arise out of or result from the Contractor's operations under
        the Contract and for which the Contractor may be legally liable, whether
        such
        operations be by the Contractor or by a Subcontractor or by anyone directly
        or
        indirectly employed by any of them, or by anyone for whose acts any of them
        may
        be liable:

      
        	
                 

              	
                .1

              	
                claims
                  under workers' compensation, disability benefit and other similar
                  employee
                  benefit acts which are applicable to the Work to be
                  performed;

              


      

      
        	
                 

              	
                .2

              	
                claims
                  for damages because of bodily injury, occupational sickness or
                  disease, or
                  death of the Contractor's
                  employees;

              


      

      
        	
                 

              	
                .3

              	
                claims
                  for damages because of bodily injury, sickness or disease, or death
                  of any
                  person other than the Contractor's
                  employees;

              


      

      
        	
                 

              	
                .4

              	
                claims
                  for damages insured by usual personal injury liability
                  coverage;

              


      

      
        	
                 

              	
                .5

              	
                claims
                  for damages, other than to the Work itself, because of injury to
                  or
                  destruction of tangible property, including loss of use resulting
                  therefrom;

              


      

      
        	
                 

              	
                .6

              	
                claims
                  for damages because of bodily injury, death of a person or property
                  damage
                  arising out of ownership, maintenance or use of a motor
                  vehicle;

              


      

      
        	
                 

              	
                .7

              	
                claims
                  for bodily injury or property damage arising out of completed operations;
                  and

              


      

      
        	
                 

              	
                .8

              	
                claims
                  involving contractual liability insurance applicable to the Contractor's
                  obligations under Section 3.18.

              


      

      


      § 11.1.2
        The insurance required by Section 11.1.1 shall be written for not less than
        limits of liability specified in the Contract Documents or required by law,
        whichever coverage is greater. Coverages, whether written on an occurrence
        or
        claims-made basis, shall be maintained without interruption from date of
        commencement of the Work until date of final payment and termination of any
        coverage required to be maintained after final payment.

      


      § 11.1.3
        Certificates of insurance acceptable to the Owner shall be filed with the
        Owner
        prior to commencement of the Work. These certificates and the insurance policies
        required by this Section 11.1 shall contain a provision that coverages afforded
        under the policies will not be canceled or allowed to expire until at least
        30
        days' prior written notice has been given to the Owner. If any of the foregoing
        insurance coverages are required to remain in force after final payment and
        are
        reasonably available, an additional certificate evidencing continuation of
        such
        coverage shall be submitted with the final Application for Payment as required
        by Section 9.10.2. Information concerning reduction of coverage on account
        of
        revised limits or claims paid under the General Aggregate, or both, shall
        be
        furnished by the Contractor with reasonable promptness in accordance with
        the
        Contractor's information and belief.

      


      § 11.2
        OWNER'S LIABILITY INSURANCE

      § 11.2.1
        The Owner shall be responsible for purchasing and maintaining the Owner's
        usual
        liability insurance.

      


      § 11.3
        PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE

      § 11.3.1
        Optionally, the Owner may require the Contractor to purchase and maintain
        Project Management Protective Liability insurance from the Contractor's usual
        sources as primary coverage for the Owner's, Contractor's and Architect's
        vicarious liability for construction operations under the Contract. Unless
        otherwise required by the Contract Documents, the Owner shall reimburse the
        Contractor by increasing the Contract Sum to pay the cost of purchasing and
        maintaining such optional insurance coverage, and the Contractor shall not
        be
        responsible for purchasing any other liability insurance on behalf of the
        Owner.
        The minimum limits of liability purchased with such coverage shall be equal
        to
        the aggregate of the limits required for Contractor's Liability Insurance
        under
        Sections 11.1.1.2 through 11.1.1.5.

      


      § 11.3.2
        To the extent damages are covered by Project Management Protective Liability
        insurance, the Owner, Contractor and Architect waive all rights against each
        other for damages, except such rights as they may have to the proceeds of
        such
        insurance. The policy shall provide for such waivers of subrogation by
        endorsement or otherwise.

      


      § 11.3.3
        The Owner shall not require the Contractor to include the Owner, Architect
        or
        other persons or entities as additional insureds on the Contractor's Liability
        Insurance coverage under Section 11.1.

      


      § 11.4
        PROPERTY INSURANCE

      § 11.4.1
        Unless otherwise provided, the Owner 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 written on a builder's risk "all-risk"
        or
        equivalent policy form in the amount of the initial Contract Sum, plus value
        of
        subsequent Contract modifications and cost of materials supplied or installed
        by
        others, comprising total value for the entire Project at the site on a
        replacement cost basis without optional deductibles. Such property insurance
        shall be maintained, unless otherwise provided in the Contract Documents
        or
        otherwise agreed in writing by all persons and entities who are beneficiaries
        of
        such insurance, until final payment has been made as provided in Section
        9.10 or
        until no person or entity other than the Owner has an insurable interest
        in the
        property required by this Section 11.4 to be covered, whichever is later.
        This
        insurance shall include interests of the Owner, the Contractor, Subcontractors
        and Sub-subcontractors in the Project.

      


      § 11.4.1.1
        Property insurance shall be on an "all-risk" or equivalent policy form and
        shall
        include, without limitation, insurance against the perils of fire (with extended
        coverage) and physical loss or damage including, without duplication of
        coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood,
        windstorm, falsework, testing and startup, temporary buildings and debris
        removal including demolition occasioned by enforcement of any applicable
        legal
        requirements, and shall cover reasonable compensation for Architect's and
        Contractor's services and expenses required as a result of such insured
        loss.

      


      § 11.4.1.2
        If the Owner does not intend to purchase such property insurance required
        by the
        Contract and with all of the coverages in the amount described above, the
        Owner
        shall so inform the Contractor in writing prior to commencement of the Work.
        The
        Contractor may then effect insurance which will protect the interests of
        the
        Contractor, Subcontractors and Sub-subcontractors in the Work, and by
        appropriate Change Order the cost thereof shall be charged to the Owner.
        If the
        Contractor is damaged by the failure or neglect of the Owner to purchase
        or
        maintain insurance as described above, without so notifying the Contractor
        in
        writing, then the Owner shall bear all reasonable costs properly attributable
        thereto.

      


      § 11.4.1.3
        If the property insurance requires deductibles, the Owner shall pay costs
        not
        covered because of such deductibles.

      


      § 11.4.1.4
        This property insurance shall cover portions of the Work stored off the site,
        and also portions of the Work in transit.

      


      § 11.4.1.5
        Partial occupancy or use in accordance with Section 9.9 shall not commence
        until
        the insurance company or companies providing property insurance have consented
        to such partial occupancy or use by endorsement or otherwise. The Owner and
        the
        Contractor shall take reasonable steps to obtain consent of the insurance
        company or companies and shall, without mutual written consent, take no action
        with respect to partial occupancy or use that would cause cancellation, lapse
        or
        reduction of insurance.

      


      § 11.4.2
        Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler
        and
        machinery insurance required by the Contract Documents or by law, which shall
        specifically cover such insured objects during installation and until final
        acceptance by the Owner; this insurance shall include interests of the Owner,
        Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner
        and
        Contractor shall be named insureds.

      


      § 11.4.3
        Loss of Use Insurance. The Owner, at the Owner's option, may purchase and
        maintain such insurance as will insure the Owner against loss of use of the
        Owner's property due to fire or other hazards, however caused. The Owner
        waives
        all rights of action against the Contractor for loss of use of the Owner's
        property, including consequential losses due to fire or other hazards however
        caused.

      


      § 11.4.4
        If the Contractor requests in writing that insurance for risks other than
        those
        described herein or other special causes of loss be included in the property
        insurance policy, the Owner shall, if possible, include such insurance, and
        the
        cost thereof shall be charged to the Contractor by appropriate Change
        Order.

      


      § 11.4.5
        If during the Project construction period the Owner insures properties, real
        or
        personal or both, at or adjacent to the site by property insurance under
        policies separate from those insuring the Project, or if after final payment
        property insurance is to be provided on the completed Project through a policy
        or policies other than those insuring the Project during the construction
        period, the Owner shall waive all rights in accordance with the terms of
        Section
        11.4.7 for damages caused by fire or other causes of loss covered by this
        separate property insurance. All separate policies shall provide this waiver
        of
        subrogation by endorsement or otherwise.

      


      § 11.4.6
        Before an exposure to loss may occur, the Owner shall file with the Contractor
        a
        copy of each policy that includes insurance coverages required by this Section
        11.4. Each policy shall contain all generally applicable conditions,
        definitions, exclusions and endorsements related to this Project. Each policy
        shall contain a provision that the policy will not be canceled or allowed
        to
        expire, and that its limits will not be reduced, until at least 30 days'
        prior
        written notice has been given to the Contractor.

      


      § 11.4.7
        Waivers of Subrogation.  The Owner and Contractor waive all rights
        against (1) each other and any of their subcontractors, sub-subcontractors,
        agents and employees, each of the other, and (2) the separate contractors
        described in Article 6, if any, and any of their subcontractors,
        sub-subcontractors, agents and employees, for damages caused by fire or other
        causes of loss to the extent covered by property insurance obtained pursuant
        to
        this Section 11.4 or other property insurance applicable to the Work, except
        such rights as they have to proceeds of such insurance held by the Owner
        as
        fiduciary. The Owner or Contractor, as appropriate, shall require of the
        separate contractors described in Article 6, if any, and the subcontractors,
        sub-subcontractors, agents and employees of any of them, by appropriate
        agreements, written where legally required for validity, similar waivers
        each in
        favor of other parties enumerated herein. The policies shall provide such
        waivers of subrogation by endorsement or otherwise. A waiver of subrogation
        shall be effective as to a person or entity even though that person or entity
        would otherwise have a duty of indemnification, contractual or otherwise,
        did
        not pay the insurance premium directly or indirectly, and whether or not
        the
        person or entity had an insurable interest in the property damaged.

      


      § 11.4.8
        A loss insured under Owner's property insurance shall be adjusted by the
        Owner
        as fiduciary and made payable to the Owner as fiduciary for the insureds,
        as
        their interests may appear, subject to requirements of any applicable mortgagee
        clause and of Section 11.4.10. The Contractor shall pay Subcontractors their
        just shares of insurance proceeds received by the Contractor, and by appropriate
        agreements, written where legally required for validity, shall require
        Subcontractors to make payments to their Sub-subcontractors in similar
        manner.

      


      § 11.4.9
        If required in writing by a party in interest, the Owner as fiduciary shall,
        upon occurrence of an insured loss, give bond for proper performance of the
        Owner's duties. The cost of required bonds shall be charged against proceeds
        received as fiduciary. The Owner shall deposit in a separate account proceeds
        so
        received, which the Owner shall distribute in accordance with such agreement
        as
        the parties in interest may reach, or in accordance with an arbitration award
        in
        which case the procedure shall be as provided in Section 4.6. If after such
        loss
        no other special agreement is made and unless the Owner terminates the Contract
        for convenience, replacement of damaged property shall be performed by the
        Contractor after notification of a Change in the Work in accordance with
        Article
        7.

      


      § 11.4.10
        The Owner as fiduciary shall have power to adjust and settle a loss with
        insurers unless one of the parties in interest shall object in writing within
        five days after occurrence of loss to the Owner's exercise of this power;
        if
        such objection is made, the dispute shall be resolved as provided in Sections
        4.5 and 4.6. The Owner as fiduciary shall, in the case of arbitration, make
        settlement with insurers in accordance with directions of the arbitrators.
        If
        distribution of insurance proceeds by arbitration is required, the arbitrators
        will direct such distribution.

      


      § 11.5
        PERFORMANCE BOND AND PAYMENT BOND

      § 11.5.1
        The Owner shall have the right to require the Contractor to furnish bonds
        covering faithful performance of the Contract and payment of obligations
        arising
        thereunder as stipulated in bidding requirements or specifically required
        in the
        Contract Documents on the date of execution of the Contract.

      


      § 11.5.2
        Upon the request of any person or entity appearing to be a potential beneficiary
        of bonds covering payment of obligations arising under the Contract, the
        Contractor shall promptly furnish a copy of the bonds or shall permit a copy
        to
        be made.

      


      ARTICLE 12   UNCOVERING AND CORRECTION OF WORK

      § 12.1
        UNCOVERING OF WORK

      § 12.1.1
        If a portion of the Work is covered contrary to the Architect's request or
        to
        requirements specifically expressed in the Contract Documents, it must, if
        required in writing by the Architect, be uncovered for the Architect's
        examination and be replaced at the Contractor's expense without change in
        the
        applicable Contract Time.

      


      § 12.1.2
        If a portion of the Work has been covered which the Architect has not
        specifically requested to examine prior to its being covered, the Architect
        may
        request to see such Work and it shall be uncovered by the Contractor. If
        such
        Work is in accordance with the Contract Documents, costs of uncovering and
        replacement shall, by appropriate Change Order, be at the Owner's expense.
        If
        such Work is not in accordance with the Contract Documents, correction shall
        be
        at the Contractor's expense unless the condition was caused by the Owner
        or a
        separate contractor in which event the Owner shall be responsible for payment
        of
        such costs.

      


      § 12.2
        CORRECTION OF WORK

      § 12.2.1
        BEFORE OR AFTER SUBSTANTIAL COMPLETION

      § 12.2.1.1
        The Contractor shall promptly correct Work rejected by the Architect or failing
        to conform to the requirements of the Contract Documents, whether discovered
        before or after Substantial Completion and whether or not fabricated, installed
        or completed. Costs of correcting such rejected Work, including additional
        testing and inspections and compensation for the Architect's services and
        expenses made necessary thereby, shall be at the Contractor's
        expense.

      


      § 12.2.2
        AFTER SUBSTANTIAL COMPLETION

      § 12.2.2.1
        In addition to the Contractor's obligations under Section 3.5, if, within
        one
        year after the date of Substantial Completion of a Phase of the Work or
        designated portion thereof or after the date for commencement of warranties
        established under Section 9.9.1, or by terms of an applicable special warranty
        required by the Contract Documents, any of such  Work is found to be
        not in accordance with the requirements of the Contract Documents, the
        Contractor shall correct it promptly after receipt of written notice from
        the
        Owner to do so unless the Owner has previously given the Contractor a written
        acceptance of such condition. The Owner shall give such notice promptly after
        discovery of the condition. During the one-year period for correction of
        such
        Work, if the Owner fails to notify the Contractor and give the Contractor
        an
        opportunity to make the correction, the Owner waives the rights to require
        correction by the Contractor and to make a claim for breach of warranty.
        If the
        Contractor fails to correct nonconforming Work within a reasonable time during
        that period after receipt of notice from the Owner or Architect, the Owner
        may
        correct it in accordance with Section 2.4.

      


      § 12.2.2.2
        The one-year period for correction of a Phase of the Work shall be extended
        with
        respect to portions of Work first performed after Substantial Completion
        of such
        Phase of the Work by the period of time between Substantial Completion of
        such
        Phase of the Work and the actual performance of such Phase of the
        Work.

      


      § 12.2.2.3
        The one-year period for correction of a Phase of the Work shall not be extended
        by corrective Work performed by the Contractor pursuant to this Section
        12.2.

      


      § 12.2.3
        The Contractor shall remove from the site portions of the Work which are
        not in
        accordance with the requirements of the Contract Documents and are neither
        corrected by the Contractor nor accepted by the Owner.

      


      § 12.2.4
        The Contractor shall bear the cost of correcting destroyed or damaged
        construction, whether completed or partially completed, of the Owner or separate
        contractors caused by the Contractor's correction or removal of Work which
        is
        not in accordance with the requirements of the Contract Documents.

      


      § 12.2.5
        Nothing contained in this Section 12.2 shall be construed to establish a
        period
        of limitation with respect to other obligations which the Contractor might
        have
        under the Contract Documents. Establishment of the one-year period for
        correction of a Phase of the Work as described in Section 12.2.2 relates
        only to
        the specific obligation of the Contractor to correct such Work, and has no
        relationship to the time within which the obligation to comply with the Contract
        Documents may be sought to be enforced, nor to the time within which proceedings
        may be commenced to establish the Contractor's liability with respect to
        the
        Contractor's obligations other than specifically to correct
        such  Work.

      


      § 12.3
        ACCEPTANCE OF NONCONFORMING WORK

      § 12.3.1
        If the Owner prefers to accept Work which is not in accordance with the
        requirements of the Contract Documents, the Owner may do so instead of requiring
        its removal and correction, in which case the Contract Sum will be reduced
        as
        appropriate and equitable. Such adjustment shall be effected whether or not
        final payment has been made.

      


      ARTICLE 13   MISCELLANEOUS PROVISIONS

      § 13.1
        GOVERNING LAW

      § 13.1.1
        The Contract shall be governed by the law of the place where the Project
        is
        located.

      


      § 13.2
        SUCCESSORS AND ASSIGNS

      § 13.2.1
        The Owner and Contractor respectively bind themselves, their partners,
        successors, assigns and legal representatives to the other party hereto and
        to
        partners, successors, assigns and legal representatives of such other party
        in
        respect to covenants, agreements and obligations contained in the Contract
        Documents. Except as provided in Section 13.2.2, neither party to the Contract
        shall assign the Contract as a whole without written consent of the other.
        If
        either party attempts to make such an assignment without such consent, that
        party shall nevertheless remain legally responsible for all obligations under
        the Contract.

      


      § 13.2.2
        The Owner may, without consent of the Contractor, assign the Contract to
        an
        institutional lender providing construction financing for the Project. In
        such
        event, the lender shall assume the Owner's rights and obligations under the
        Contract Documents. The Contractor shall execute all consents reasonably
        required to facilitate such assignment.

      


      § 13.3
        WRITTEN NOTICE

      § 13.3.1
        Written notice shall be deemed to have been duly served if delivered in person
        to the individual or a member of the firm or entity or to an officer of the
        corporation for which it was intended, or if delivered at or sent by registered
        or certified mail to the last business address known to the party giving
        notice.

      


      § 13.4
        RIGHTS AND REMEDIES

      § 13.4.1
        Duties and obligations imposed by the Contract Documents and rights and remedies
        available thereunder shall be in addition to and not a limitation of duties,
        obligations, rights and remedies otherwise imposed or available by
        law.

      


      § 13.4.2
        No action or failure to act by the Owner, Architect or Contractor shall
        constitute a waiver of a right or duty afforded them under the Contract,
        nor
        shall such action or failure to act constitute approval of or acquiescence
        in a
        breach thereunder, except as may be specifically agreed in writing.

      


      § 13.5
        TESTS AND INSPECTIONS

      § 13.5.1
        Tests, inspections and approvals of portions of the Work required by the
        Contract Documents or by laws, ordinances, rules, regulations or orders of
        public authorities having jurisdiction shall be made at an appropriate time.
        Unless otherwise provided, the Contractor shall make arrangements for such
        tests, inspections and approvals with an independent testing laboratory or
        entity acceptable to the Owner, or with the appropriate public authority,
        and
        shall bear all related costs of tests, inspections and approvals. The Contractor
        shall give the Architect timely notice of when and where tests and inspections
        are to be made so that the Architect may be present for such procedures.
        The
        Owner shall bear costs of tests, inspections or approvals which do not become
        requirements until after bids are received or negotiations
        concluded.

      


      § 13.5.2
        If the Architect, Owner or public authorities having jurisdiction determine
        that
        portions of the Work require additional testing, inspection or approval not
        included under Section 13.5.1, the Architect will, upon written authorization
        from the Owner, instruct the Contractor to make arrangements for such additional
        testing, inspection or approval by an entity acceptable to the Owner, and
        the
        Contractor shall give timely notice to the Architect of when and where tests
        and
        inspections are to be made so that the Architect may be present for such
        procedures. Such costs, except as provided in Section 13.5.3, shall be at
        the
        Owner's expense.

      


      § 13.5.3
        If such procedures for testing, inspection or approval under Sections 13.5.1
        and
        13.5.2 reveal failure of the portions of the Work to comply with requirements
        established by the Contract Documents, all costs made necessary by such failure
        including those of repeated procedures and compensation for the Architect's
        services and expenses shall be at the Contractor's expense.

      


      § 13.5.4
        Required certificates of testing, inspection or approval shall, unless otherwise
        required by the Contract Documents, be secured by the Contractor and promptly
        delivered to the Architect.

      


      § 13.5.5
        If the Architect is to observe tests, inspections or approvals required by
        the
        Contract Documents, the Architect will do so promptly and, where practicable,
        at
        the normal place of testing.

      


      § 13.5.6
        Tests or inspections conducted pursuant to the Contract Documents shall be
        made
        promptly to avoid unreasonable delay in the Work.

      


      § 13.6
        INTEREST

      § 13.6.1
        Payments due and unpaid under the Contract Documents shall bear interest
        from
        the date payment is due at such rate as the parties may agree upon in writing
        or, in the absence thereof, at the legal rate prevailing from time to time
        at
        the place where the Project is located.

      


      § 13.7
        COMMENCEMENT OF STATUTORY LIMITATION PERIOD

      § 13.7.1
        As between the Owner and Contractor:

      
        	
                 

              	
                .1

              	
                Before
                  Substantial Completion.  As to acts or failures to act occurring
                  prior to the relevant date of Substantial Completion of a Phase
                  of the
                  Work, any applicable statute of limitations shall commence to run
                  and any
                  alleged cause of action shall be deemed to have accrued in any
                  and all
                  events not later than such date of Substantial
                  Completion;

              


      

      
        	
                 

              	
                .2

              	
                Between
                  Substantial Completion and Final Certificate for Payment.  As to
                  acts or failures to act occurring subsequent to the relevant date
                  of
                  Substantial Completion of a Phase of the Work and prior to issuance
                  of the
                  final Certificate for Payment, any applicable statute of limitations
                  shall
                  commence to run and any alleged cause of action shall be deemed
                  to have
                  accrued in any and all events not later than the date of issuance
                  of the
                  final Certificate for Payment; and

              


      

      
        	
                 

              	
                .3

              	
                After
                  Final Certificate for Payment.  As to acts or failures to act
                  occurring after the relevant date of issuance of the final Certificate
                  for
                  Payment, any applicable statute of limitations shall commence to
                  run and
                  any alleged cause of action shall be deemed to have accrued in
                  any and all
                  events not later than the date of any act or failure to act by
                  the
                  Contractor pursuant to any Warranty provided under Section 3.5,
                  the date
                  of any correction of the Work or failure to correct the Work by
                  the
                  Contractor under Section 12.2, or the date of actual commission
                  of any
                  other act or failure to perform any duty or obligation by the Contractor
                  or Owner, whichever occurs last.

              


      

      


      ARTICLE 14   TERMINATION OR SUSPENSION OF THE CONTRACT

      § 14.1
        TERMINATION BY THE CONTRACTOR

      § 14.1.1
        The Contractor may terminate the Contract if the Work is stopped for a period
        of
        30 consecutive days through no act or fault of the Contractor or a
        Subcontractor, Sub-subcontractor or their agents or employees or any other
        persons or entities performing portions of the Work under direct or indirect
        contract with the Contractor, for any of the following reasons:

      
        	
                 

              	
                .1

              	
                issuance
                  of an order of a court or other public authority having jurisdiction
                  which
                  requires all Work to be stopped;

              


      

      
        	
                 

              	
                .2

              	
                an
                  act of government, such as a declaration of national emergency
                  which
                  requires all Work to be stopped;

              


      

      
        	
                 

              	
                .3

              	
                because
                  the Architect has not issued a Certificate for Payment and has
                  not
                  notified the Contractor of the reason for withholding certification
                  as
                  provided in Section 9.4.1, or because the Owner has not made payment
                  on a
                  Certificate for Payment within the time stated in the Contract
                  Documents;
                  or

              


      

      
        	
                 

              	
                .4

              	
                the
                  Owner has failed to furnish to the Contractor promptly, upon the
                  Contractor's request, reasonable evidence as required by Section
                  2.2.1.

              


      

      


      § 14.1.2
        The Contractor may terminate the Contract if, through no act or fault of
        the
        Contractor or a Subcontractor, Sub-subcontractor or their agents or employees
        or
        any other persons or entities performing portions of the Work under direct
        or
        indirect contract with the Contractor, repeated suspensions, delays or
        interruptions of the entire Work by the Owner as described in Section 14.3
        constitute in the aggregate more than 100 percent of the total number of
        days
        scheduled for completion, or 120 days in any 365-day period, whichever is
        less.

      


      § 14.1.3
        If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the
        Contractor may, upon seven days' written notice to the Owner and Architect,
        terminate the Contract and recover from the Owner payment for Work executed
        and
        for proven loss with respect to materials, equipment, tools, and construction
        equipment and machinery, including reasonable overhead, profit and
        damages.

      


      § 14.1.4
        If the Work is stopped for a period of 60 consecutive days through no act
        or
        fault of the Contractor or a Subcontractor or their agents or employees or
        any
        other persons performing portions of the Work under contract with the Contractor
        because the Owner has persistently failed to fulfill the Owner's obligations
        under the Contract Documents with respect to matters important to the progress
        of the Work, the Contractor may, upon seven additional days' written notice
        to
        the Owner and the Architect, terminate the Contract and recover from the
        Owner
        as provided in Section 14.1.3.

      


      § 14.2
        TERMINATION BY THE OWNER FOR CAUSE

      § 14.2.1
        The Owner may terminate the Contract if the Contractor:

      
        	
                 

              	
                .1

              	
                persistently
                  or repeatedly refuses or fails to supply enough properly skilled
                  workers
                  or proper materials;

              


      

      
        	
                 

              	
                .2

              	
                fails
                  to make payment to Subcontractors for materials or labor in accordance
                  with the respective agreements between the Contractor and the
                  Subcontractors;

              


      

      
        	
                 

              	
                .3

              	
                persistently
                  disregards laws, ordinances, or rules, regulations or orders of
                  a public
                  authority having jurisdiction; or

              


      

      
        	
                 

              	
                .4

              	
                otherwise
                  is guilty of substantial breach of a provision of the Contract
                  Documents.

              


      

      


      § 14.2.2
        When any of the above reasons exist, the Owner, upon certification by the
        Architect that sufficient cause exists to justify such action, may without
        prejudice to any other rights or remedies of the Owner and after giving the
        Contractor and the Contractor's surety, if any, seven days' written notice,
        terminate employment of the Contractor and may, subject to any prior rights
        of
        the surety:

      
        	
                 

              	
                .1

              	
                take
                  possession of the site and of all materials, equipment, tools,
                  and
                  construction equipment and machinery thereon owned by the
                  Contractor;

              


      

      
        	
                 

              	
                .2

              	
                accept
                  assignment of subcontracts pursuant to Section 5.4;
                  and

              


      

      
        	
                 

              	
                .3

              	
                finish
                  the Work by whatever reasonable method the Owner may deem expedient.
                  Upon
                  request of the Contractor, the Owner shall furnish to the Contractor
                  a
                  detailed accounting of the costs incurred by the Owner in finishing
                  the
                  Work.

              


      

      


      § 14.2.3
        When the Owner terminates the Contract for one of the reasons stated in Section
        14.2.1, the Contractor shall not be entitled to receive further payment until
        the Work is finished.

      


      § 14.2.4
        If the unpaid balance of the Contract Sum exceeds costs of finishing the
        Work,
        including compensation for the Architect's services and expenses made necessary
        thereby, and other damages incurred by the Owner and not expressly waived,
        such
        excess shall be paid to the Contractor. If such costs and damages exceed
        the
        unpaid balance, the Contractor shall pay the difference to the Owner. The
        amount
        to be paid to the Contractor or Owner, as the case may be, shall be certified
        by
        the Architect, upon application, and this obligation for payment shall survive
        termination of the Contract.

      


      § 14.3
        SUSPENSION BY THE OWNER FOR CONVENIENCE

      § 14.3.1
        The Owner may, without cause, order the Contractor in writing to suspend,
        delay
        or interrupt the Work in whole or in part for such period of time as the
        Owner
        may determine.

      


      § 14.3.2
        The Contract Sum and applicable Contract Times shall be adjusted for increases
        in the cost and time caused by suspension, delay or interruption as described
        in
        Section 14.3.1. Adjustment of the Contract Sum shall include profit. No
        adjustment shall be made to the extent:

      
        	
                 

              	
                .1

              	
                that
                  performance is, was or would have been so suspended, delayed or
                  interrupted by another cause for which the Contractor is responsible;
                  or

              


      

      
        	
                 

              	
                .2

              	
                that
                  an equitable adjustment is made or denied under another provision
                  of the
                  Contract.

              


      

      


      § 14.4
        TERMINATION BY THE OWNER FOR CONVENIENCE

      § 14.4.1
        The Owner may, at any time, terminate the Contract for the Owner's convenience
        and without cause.

      


      § 14.4.2
        Upon receipt of written notice from the Owner of such termination for the
        Owner's convenience, the Contractor shall:

      
        	
                 

              	
                .1

              	
                cease
                  operations as directed by the Owner in the
                  notice;

              


      

      
        	
                 

              	
                .2

              	
                take
                  actions necessary, or that the Owner may direct, for the protection
                  and
                  preservation of the Work; and

              


      

      
        	
                 

              	
                .3

              	
                except
                  for Work directed to be performed prior to the effective date of
                  termination stated in the notice, terminate all existing subcontracts
                  and
                  purchase orders and enter into no further subcontracts and purchase
                  orders.

              


      

      


      § 14.4.3
        In case of such termination for the Owner's convenience, the Contractor shall
        be
        entitled to receive payment for Work executed, and costs incurred by reason
        of
        such termination, along with reasonable overhead and profit on the Work not
        executed.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “B”

    


    COST
      OF THE WORK

     

            “Cost
      of the Work” shall mean those costs incurred and/or paid by Contractor in
      connection with the construction of the Project and the performance pursuant
      to
      this Agreement.  The Cost of the Work shall include, but not be
      limited to, the items set forth in the following Subparagraphs (1) through
      (27):

    


    (1)           Wages
      paid for labor in the direct employ of Contractor in the performance of the
      Work
      under applicable collective bargaining agreements or under a salary or wage
      schedule and including such welfare or other benefits as may be actually payable
      with respect thereto.  Basic hourly wages, for purposes of this
      paragraph, shall include vacation pay, sick pay and any overtime pay, if
      applicable.

    


    (2)             Salaries
      of Contractor’s personnel, while performing or supervising the
      Work.

    


    (a)             Personnel
      engaged, at shops or on the road, in expediting the production or transportation
      of materials or equipment, shall be included for that portion of their time
      as
      is established by appropriate documentation as having been spent in connection
      with the Work.

    


    (b)             Project
      Managers, Construction Managers, Project Executives, expeditors, accounting,
      and
      secretarial personnel whose part-time or full-time services are required for
      the
      Work, shall be included for such part of their time as may be devoted to the
      Work.

    


    (c)             Employees
      of Contractor whose services are required in the preparation or analysis of
      schedules, material lists, Shop Drawings, working details, periodic cost studies
      and similar services necessary to define the Work and control its cost and
      progress shall be included for such part of their time as may be devoted to
      the
      Work.

    


    (3)             Actual
      cost of contributions, assessments or taxes paid during the performance of
      the
      Work for such items as unemployment compensation, social security and fringe
      benefits in accordance with Contractor’s personnel policy insofar as such cost
      is based on wages, salaries or other remuneration paid to employees of
      Contractor and included in the cost of the work under Subparagraphs (1) and
      (2)
      above.

    


    (4)             The
      travel and subsistence expenses of Contractor or its officers or employees
      incurred while traveling in discharge of duties connected with the
      Work.

    


    (5)             Cost
      of all material, supplies and equipment incorporated in the Work, including
      costs of transportation thereof and excess material required to provide a
      reasonable allowance for waste.

    


    (6)             Cost
      of Project General Conditions as described in the attached Exhibit
“G”.

    


    (7)             Cost
      of premiums for all payment bonds and performance bonds required by Owner or
      Contractor to be carried by Subcontractors attributable to the
      Work.  The cost thereof shall not be considered “Cost of the Work” for
      purposes of computing Contractor’s Fee.

    


    (8)             Amounts
      due under all subcontracts made in accordance with the provisions of the
      Contract or any other document executed in connection therewith.

    


    (9)             Cost,
      including transportation and maintenance, of all materials, supplies, equipment,
      temporary facilities and hand tools not owned by the workers, which are
      purchased and consumed in the performance of the Work, and cost less salvage
      value on such items used in the performance of the Work but not consumed which
      remain the property of Contractor.

    


    (10)             All
      rental charges paid for machinery and equipment used at the site of the Work,
      whether rented from Contractor or others, including installation, minor repairs
      and replacements, dismantling, removal, transportation and delivery costs
      thereof.  To the extent items are rented from the Contractor or its
      affiliated Rental Company, the rates shall not exceed the prevailing rates
      in
      the area.

    


    (a)             Owner
      reserves the right to direct Contractor to dispose of all materials, equipment,
      temporary structures, tools and supplies which have been purchased and charged
      to the job and are no longer needed.  The Cost of the Work shall be
      credited for the proceeds of the disposition thereof.  If the Owner
      desires to retain such items, title will be transferred to the
      Owner.

    


    (b)             Contractor
      shall obtain Owner’s permission to purchase tools and equipment having a
      purchase price or fair market value in excess of $10,000.  If advance
      written approval is not obtained from an authorized Owner representative, Owner
      may at its discretion exclude the purchase price from costs to be
      reimbursed.

    


    (11)             Cost
      of Consultants, if any, hired by Contractor in the prosecution of the
      Work.  The cost thereof shall not be considered “Cost of the Work” for
      purposes of computing Contractor’s Fee, except with the prior written consent of
      Owner pursuant to an approved Change Order.

    


    (12)             Cost
      of premiums for all insurance carried by Contractor attributable exclusively
      to
      the Work, including the premium cost of insurance required to be carried under
      the provisions of Exhibit "C" to this Agreement (i) based upon the Contract
      Sum
      or payments paid or payable to Contractor pursuant to this Agreement or (ii)
      for
      insurance not carried by Contractor absent the requirements in Exhibit
      "C".  The premium cost of insurance required to be carried under the
      provisions of Exhibit "C" shall not be considered "Cost of the Work" for
      purposes of computing Contractor's Fee.

    


    (13)             Sales,
      use or similar taxes related to the Work and for which Contractor is liable
      as
      imposed by any governmental authority.

    


    (14)             Building
      and other permit fees, assessments, acreage fees, connection fees, and similar
      fees shall be paid directly by Owner and shall not constitute Cost of the
      Work.  Other licenses and inspections for work the Contractor is
      required to pay by the Contract Documents, royalties, damages for infringements
      of patents and costs of defending suits therefor, and deposits lost shall
      constitute a part of the Cost of the Work.

    


    (15)             Fees
      for testing laboratories, including inspections, testing and reports unless
      excluded from Contractor responsibility by the Contract
      Documents.  The cost thereof (other than the cost of the QAA
      inspection required by Clark County, Nevada with respect to the Work) shall
      not
      be considered “Cost of the Work” for purposes of computing Contractor’s Fee,
      except with the prior written consent of Owner pursuant to an approved Change
      Order.

    


    (16)             Intentionally
      omitted.

    


    (17)             Minor
      expenses such as telegrams, long distance telephone calls, telephone service
      at
      the site, cellular telephone service, pager service, expressage, overnight
      delivery service, and similar petty cash items in connection with the
      Work.

    


    (18)             Cost
      of removal of all debris.

    


    (19)             Cost
      incurred by Contractor for plotting, blueprinting and other document
      reproduction.

    


    (20)             Cost
      incurred due to any emergency affecting the safety of persons and property
      not
      covered by insurance proceeds.

    


    (21)             Cost
      of providing information to, and cooperating with Owner in meeting requirements
      imposed by the City, or County, or any lender providing funds for the
      Project.

    


    (22)             Cost
      of obtaining, maintaining and using all temporary services, including utilities,
      sanitary facilities, temporary offices, safety provisions, etc.

    


    (23)             Cost
      of crossing or protecting any public utilities or rights-of-way as
      required.

    


    (24)             Cost
      of protecting or repairing adjoining properties, if required.

    


    (25)             Other
      cost reasonably incurred in the performance of the Work and in accordance with
      standard and customary construction industry practices and
      procedures.

    


    (26)             Discounts:  Contractor
      shall take advantage of all available cash and trade discounts funded in advance
      by the Owner and the Cost of the Work shall be credited with
      same.  Any quantity discounts, rebates, refunds, etc. received for
      work performed on the Project will be credited to the Cost of the
      Work.

    


    (27)             Owner’s
      and/or Tenant’s Right to Audit:  The Contractor’s records, which shall
      include but not be limited to accounting records, written policies and
      procedures, subcontractor files (including proposals of successful and
      unsuccessful bidders), original estimate, estimating work sheets,
      correspondence, change order files (including documentation covering negotiated
      settlements), and any other supporting evidence necessary to substantiate
      charges related to this Agreement (all foregoing hereinafter referred to as
      “records”) shall be open to inspection and subject to audit and/or reproduction,
      during normal working hours, by Owner’s and/or Tenant’s agent or its authorized
      representative to the extent necessary to adequately permit evaluation and
      verification of any invoices, payments or claims submitted by the Contractor
      or
      any of his payees pursuant to the execution of this Agreement.  Such
      records subject to examination shall also include, but not be limited to, those
      records necessary to evaluate and verify direct and indirect costs (including
      overhead allocations) as they may apply to costs associated with this
      Agreement.

    


    (a)             For
      the purpose of such audits, inspections, examinations and evaluations, the
      Owner’s and/or Tenant’s agent or authorized representative shall have access to
      said records for the effective date of this Agreement for the duration of work
      and until three (3) years (or longer if required by law), after the date of
      final payment by Owner to Contractor pursuant to this Agreement.

    


    (b)           Owner’s
      and/or Tenant’s agent or its authorized representative shall have access to
      Contractor’s facilities, shall have access to all necessary records and shall be
      provided adequate and appropriate work space, in order to conduct audits in
      compliance with this article.  Owner’s and/or Tenant’s agent or
      authorized representative shall give Contractor reasonable advance notice of
      intended audits.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “C”

    


    INSURANCE
      AND BONDS

    


    
      	
              I

            	
              The
                Contractor’s insurance, required by the above, shall be written for not
                less than the following coverages and limits, or greater if required
                by
                law, and shall be maintained by insurance carriers reasonably acceptable
                to the Owner and Owner’s lender.

            


    

    


    1.         Worker’s
      Compensation:

    


    a)         State
      - Statutory

    b)         Applicable
      Federal Laws - Statutory

    c)         Employer’s
      Liability                                                       
     $1,000,000

    


    
      	
               

            	
              2.

            	
              Commercial
                General Liability (including Independent Contractors, Products and
                Completed Operation), with the following
                limits:

            


    

    


    General
      Aggregate                                                                          $2,000,000.00

    Products
      - Comp/OPS
      Aggregate                                                   $2,000,000.00

    Personal
      and Advertising
      Injury                                                       $1,000,000.00

    Each
      Occurrence                                                                            $1,000,000.00

    Fire
      Damage (any one
      fire)                                                            
 $50,000.00

    Medical
      Expense (any one
      person)                                                  $5,000.00

    


    
      	
               

            	
              a)

            	
              Products
                and Completed Operations shall be maintained for three (3) years
                after
                final payment for the Work with the total limits required
                herein.

            


    

    


    
      	
               

            	
              b)

            	
              Property
                Damage Liability Insurance shall provide X, C and U
                Coverage.

            


    

    


    
      	
               

            	
              c)

            	
              Broad
                Form Property Damage Coverage shall include Completed
                Operations.

            


    

    


    
      	
               

            	
              d)

            	
              This
                insurance as well as the Umbrella Excess Liability insurance shall
                include
                as Additional Insureds the following: (i) Owner, Owner’s employees, and
                Owner’s representatives; and (ii) with respect to claims asserted by third
                parties resulting from Contractor’s activities related to the Project,
                Tenant, Tenant’s employees and Tenant’s
                representatives.

            


    

    


    e)         General
      aggregate limits on the above shall apply per project.

    


    
      	
               

            	
              f)

            	
              Contractor’s
                liability insurance shall be primary and non-contributory, except
                with
                respect to any claim resulting from the negligence or willful misconduct
                of Tenant and its employees, agents and
                contractors.

            


    

    


    3.         Business
      Auto Liability (including owned, non-owned and hired vehicles):

    


    a)         Bodily
      Injury                                                 $1,000,000.00  Each
      Person

                    
      $1,000,000.00  Each Occurrence

    


    b)         Property
      Damage                                         $1,000,000.00  Each
      Occurrence

     

    4.         Umbrella
      Excess
      Liability:                                      
$4,000,000.00  Over
      primary insurance (minimum)

    


                                                  
                                       $10,000.00  Retention
      for self-insured hazards each occurrence.

    


    
      	
               

            	
              If
                the insurance is written on the Comprehensive General Liability policy
                form, the Certificates shall be AIA Document G705, Certificate of
                Insurance.  If the insurance is written on a Commercial General
                Liability policy form, ACORD form 25S will be
                acceptable.

            


    

    


    
      	
               

            	
              If
                Contractor requests payment for material stored off-site or in transit,
                then the Contractor shall provide insurance coverage for that portion
                of
                the work stored off-site or in transit subject to Owner’s approval and
                based on the value established and agreed to in Owner’s
                approval.

            


    

    


    
      	
              II

            	
              Tenant
                shall purchase and maintain, and/or self-insure builder’s risk insurance
                upon the entire Work at the site to the full insurable value
                thereof.  Such coverage includes only building materials and
                equipment that become a part of the Project and does not include
                Contractor’s personal property such as tools and
                equipment.  This insurance shall name the Contractor as an
                additional insured and shall include the interests of the Owner,
                Tenant,
                the Contractor, its Subcontractors and Sub-Subcontractors in the
                Work and
                shall cover “All Risks” of direct physical loss or damage to the property
                coverage, excluding, however, Flood, Earthquake
                and Theft of personal property left in the
                open.

            


    

    


    
      	
               

            	
              Liability
                for any loss or damages for the interest of parties not covered as
                a
                result of the deductible on any claim through the date of substantial
                completion shall become a Cost of the Work per Exhibit “B” hereto,
                provided however, such costs shall not be considered “Cost of the Work”
                for purposes of computing Contractor’s
                Fee.

            


    

    


    
      	
               

            	
              When
                a loss occurs, the Contractor shall notify Tenant (with a copy to
                Owner)
                within three (3) working days so that a report can be made to the
                insurance company.  A detailed written report of the loss shall
                be furnished to Tenant (with a copy to Owner) within ten (10) working
                days
                of the loss.

            


    

    


    
      	
              III

            	
              Unless
                Tenant waives the requirement in writing prior to bond issuance,
                prior to
                commencement of Phase 1 or Phase 2 of the Work, Contractor shall
                furnish
                and deliver to Tenant a payment bond and performance bond, with Tenant
                as
                the obligee with the power to enforce the bonds, in a form mutually
                acceptable to Owner, Tenant and surety.  The bond amount of each
                bond for Phases 1 and 2 shall be the Phase 1 and 2 GMP, unless otherwise
                agreed by Tenant.  The collective premium cost (including the
                cost of any credit enhancement required by the surety as a condition
                to
                the bond issuance) of such bonds up to, but not in excess of, an
                amount
                equal to two percent (2%) of the Phase 1 and 2 GMP, shall be paid
                by
                Owner, with Contractor bearing any premium cost (including such credit
                enhancement costs) in excess of that amount.  Unless Tenant
                waives the requirement in writing prior to bond issuance, prior to
                commencement of Phase 3 of the Work, Contractor shall furnish and
                deliver
                to Tenant either a new payment bond and performance bond with Tenant
                as
                the obligee with the power to enforce the bonds, in a form mutually
                acceptable to Owner, Tenant and surety, or, at Owner’s option, amended
                payment and performance bonds for Phases 1 and 2 that includes the
                increased face amount to cover the Phase 3 GMP.  The bond amount
                of each such new bond shall be the Phase 3 GMP, unless otherwise
                agreed by
                Tenant.  The collective premium cost (including the cost of any
                credit enhancement required by the surety as a condition to bond
                issuance)
                of such bonds up to, but not in excess of, an amount equal to two
                percent
                (2%) of the Phase 3 GMP shall be paid by Owner, with Contractor bearing
                any premium cost (including such credit enhancement costs) in excess
                of
                that amount.  The cost of all such premiums, whether paid by
                Owner or Contractor, shall become a Cost of the Work per Exhibit
“B”
                hereto, but such costs shall not be considered “Cost of the Work” for
                purposes of computing Contractor’s
                Fee.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “D”

    


    SPECIAL
      PROVISIONS

    


    


    
      	
              1.  

            	
              Contractor
                shall arrange for all on-site testing and inspections and obtain
                only the
                required Building Permits.  The cost for these services is to be
                included in the Contract Sum.  The Owner shall pay all other
                required fees for the Project.

            


    

    


    
      	
              2.  

            	
              The
                Contractor shall, as part of his pay request, provide his and his
                subcontractor’s and material supplier’s conditional lien waivers for each
                progress payment requested and unconditional lien waivers for the
                previous
                month’s progress payment.

            


    

    


    
      	
              3.  

            	
              The
                fee for changes in the Work shall be 5% of the cost of the Work as
                defined
                in Exhibit “B”.

            


    

    


    
      	
              4.  

            	
              Mediation
                and Binding Arbitration - All monetary disputes where the amount
                in
                dispute is $200,000 or less (not including recoverable costs as defined
                in
                any statute or case law, attorneys’ fees, expert witness fees, costs
                associated with arbitration including, but not limited to, the
                arbitrator’s fees, and prejudgment interest), arising out of or relating
                to this Agreement, shall be resolved by binding
                arbitration.  Judgment shall be entered upon the final award
                unless satisfied as set forth
                below.

            


    

    


    
      	
              4.1.  

            	
              The
                parties may mutually agree to resolve any disputes by mediation,
                but
                mediation is not a prerequisite to
                arbitration.

            


    

    


    
      	
              4.2.  

            	
              Commencement
                of Arbitration.  Arbitration shall be commenced by either party
                demanding arbitration in writing and sending the written demand by
                facsimile (if the facsimile number is known) and certified mail,
                return
                receipt requested, to the last known address of the
                respondent.

            


    

    


    
      	
              4.3.  

            	
              Service.  All
                notices, pleadings, and papers shall be sent by facsimile after
                commencement of arbitration, unless otherwise agreed to in
                writing.

            


    

    


    
      	
              4.4.  

            	
              Selection
                of the Arbitrator.  Within 10 days of a written demand for
                arbitration, the parties shall mutually select a retired state or
                federal
                court judge or appellate court justice to act as the
                arbitrator.  If the parties cannot agree on the selection of an
                arbitrator, the presiding judge of the state court closest to the
                construction project at issue shall select an
                arbitrator.

            


    

    


    
      	
              4.5.  

            	
              Location
                of Arbitration.  The arbitration shall take place within 75
                miles of the construction project at issue, at a place mutually selected
                by the parties.  If the parties cannot agree on a location for
                the arbitration, the arbitrator shall select the
                location.

            


    

    


    
      	
              4.6.  

            	
              Arbitration
                Date.  The parties shall cooperate with the arbitrator in
                setting an arbitration date.  If the parties cannot agree on an
                arbitration date, the arbitrator shall have the power to unilaterally
                set
                the arbitration date.  The arbitration shall be completed within
                150 days of the date of the commencement of arbitration, unless otherwise
                agreed to in writing, or upon a showing of good cause to the
                arbitrator.

            


    

    


    
      	
              4.7.  

            	
              Application
                of Law.  The parties shall be bound by, and the arbitrator shall
                apply all the laws (without limitation) of the state in which the
                construction project at issue is located, as if the case were being
                tried
                in a state court.  The arbitrator shall have the power to
                enforce subpoenas, issue sanctions, and issue any other orders necessary
                to conduct the arbitration, as if the arbitrator were a superior
                court
                judge.  There are no orders the arbitrator makes which require
                trial court approval.

            


    

    


    
      	
              4.8.  

            	
              Communication
                with Arbitrator.  There shall be no ex parte communication with
                the arbitrator, unless otherwise stated in this arbitration
                provision.

            


    

    


    
      	
              4.9.  

            	
              Discovery.  Each
                party may propound the following (and only the following)
                discovery:  (1) three depositions (a deposition notice of a
                corporate entity shall be deemed only one deposition even if multiple
                people testify); (2) 35 interrogatories (either judicially approved
                form
                interrogatories or special interrogatories); (3) 35 requests for
                admission; (4) 35 document requests; and (5) unlimited subpoenas
                for
                documents, records, and evidence to non-parties which the arbitrator
                shall
                issue.  Each deposition shall last no longer than eight
                hours.  Depositions may be videotaped.  All discovery
                permitted by this arbitration provision shall be propounded and responded
                to in accordance with the applicable state law.  The arbitrator
                shall have the power to hear motions to compel discovery responses
                upon
                reasonable notice.

            


    

    


    
      	
              4.10.  

            	
              Experts.  The
                parties may present expert testimony at arbitration only if the proposed
                expert submits a written report at least 20 days prior to the
                arbitration.  The expert’s testimony shall be limited to the
                subjects and opinions set forth in the written
                report.  Depositions of experts shall not be
                permitted.

            


    

    


    
      	
              4.11.  

            	
              Summary
                Judgment/Adjudication.  The arbitrator shall have the power to
                grant summary judgment/partial summary judgment (adjudication) on
                reasonable notice.  The applicable state laws for summary
                judgment/partial summary judgment (adjudication) shall apply (except
                with
                regard to notice).

            


    

    


    
      	
              4.12.  

            	
              Prevailing
                Party’s Right to Costs.  The prevailing party (as that term is
                defined in the applicable state law) shall recover all costs that
                the
                applicable state law permits, plus attorneys’ fees, expert witness fees,
                costs associated with arbitration including, but not limited to,
                the
                arbitrator’s fees, and prejudgment
                interest.

            


    

    


    
      	
              4.13.  

            	
              Preliminary
                Hearing.  Prior to the arbitration, the arbitrator shall conduct
                a preliminary hearing and shall have the power to make orders and
                hear
                argument regarding the following:  estimation of the length of
                the hearing; the time required for presentation by each party; schedule
                and location of hearings; stipulations to uncontested facts; stipulations
                to the exchange and advance marking of exhibits; the exchange of
                witness
                lists and an outline of the witness’ testimony; the exchange of other
                relevant information, including expert reports; stipulations to any
                needed
                additional discovery; submission of pre-hearing briefs; provision
                for a
                court reporter; and potential site
                visits.

            


    

    


    
      	
              4.14.  

            	
              Conduct
                of Arbitration.  The parties may be represented by
                counsel.  The arbitrator shall hear oral testimony and provide
                opportunity for cross-examination of
                witnesses.

            


    

    


    
      	
              4.15.  

            	
              Ex
                Parte Award.  The arbitrator shall have the right to issue an ex
                parte award if a party refuses to participate or appear at a
                hearing.

            


    

    


    
      	
              4.16.  

            	
              Written
                Opinion.  Within 30 days of completion of the arbitration, the
                arbitrator shall serve upon the parties a written opinion setting
                forth
                the arbitrator’s award and the reasons for the award.  The
                arbitrator shall make findings of fact, conclusions of law, and a
                clear
                calculation of the basis for each item of damages.  Upon service
                of the award, the arbitrator loses jurisdiction of the case (subject
                to
                awarding costs) unless, within 10 days, a party notifies the arbitrator
                he
                or she has made a material mistake of fact or law.  Upon receipt
                of such notice, the arbitrator shall have 10 days to amend the
                award.  If the arbitrator does not amend the award within the 10
                day amendment period, the award shall be final.  If the
                arbitrator amends the award, the amended award shall be
                final.

            


    

    


    
      	
              4.17.  

            	
              Award
                of Costs.  Within 30 days of service of the award, the
                prevailing party may submit a memorandum of costs and any accompanying
                motion to the arbitrator, who shall have jurisdiction to award costs,
                attorneys’ fees, expert witness fees, costs associated with arbitration
                including, but not limited to, the arbitrator’s fees, and prejudgment
                interest (collectively “Costs”), pursuant to the provisions of this
                arbitration agreement and applicable state law.  The opposing
                party shall have 15 days from service of the award to file any motion
                to
                tax the Costs.  The prevailing party shall have 15 days from
                service of the motion to tax the Costs to file any opposition to
                the
                motion.  Any reply brief to the motion to tax the Costs must be
                filed within five days from service of the opposition.  The
                arbitrator may award Costs without oral argument.  The
                arbitrator shall make any cost award within 15 days of final briefing
                regarding same.

            


    

    


    
      	
              4.18.  

            	
              Final
                Award.  After ruling on the memorandum of Costs, the arbitrator
                shall issue a final award, including any Costs.  Within 10 days
                of the date of the final award, parties may notify the arbitrator,
                in
                writing, of any material mistakes of fact or law in the award of
                Costs in
                the final award.  Upon receipt of such notice, the arbitrator
                shall have 10 days to correct the award of Costs in the final
                award.  If the arbitrator does not amend the final award within
                the 10 day amendment period, the final award shall be
                final.

            


    

    


    
      	
              4.19.  

            	
              Satisfaction
                of the Final Award.  Upon receipt of the final award, the losing
                party, if any, shall pay the award within 10 days, or the award shall
                be
                confirmed into a judgment, including Costs, upon motion, with no
                need for
                oral argument or a personal appearance.  The court will confirm
                the award into a judgment upon receipt of:  (1) a copy of the
                final award; (2) a declaration from counsel for the prevailing party,
                under penalty of perjury, that the award filed with the court was
                received
                from the arbitrator and has not been satisfied as set forth in this
                arbitration provision; and (3) a proposed judgment.  There is no
                right to appeal.

            


    

    


    
      	
              4.20.  

            	
              Arbitration
                Costs and Fees.  Prior to a final judgment and award of Costs,
                the parties shall each pay half the costs of the arbitration, including
                the arbitrator’s fees.

            


    

    


    
      	
              4.21.  

            	
              Punitive
                Damages.  Under no circumstances will the arbitrator have the
                power to award punitive damages to any
                party.

            


    

    


    
      	
              4.22.  

            	
              Injunctive
                Relief.  Nothing in this arbitration provision shall preclude a
                party from seeking injunctive relief or any provisional remedy from
                the
                court.

            


    

    


    
      	
              5.  

            	
              Owner
                and Contractor are entering into this Agreement for purposes of
                constructing “Tenant Improvements” as provided in the Lease between Owner,
                as Landlord, and Nevada Power Company, a Nevada corporation (“Tenant”), as
                Tenant, for leased premises consisting of Building 5 (the “Building”) on
                approximately 16.00 acres of land generally located at 7155 Lindell
                Road,
                Las Vegas, Nevada, together with approximately 15.94 acres of adjacent
                land (the “Additional Land”) (the “Lease”).  Contractor
                acknowledges and understands that Contractor is “Landlord’s Contractor,”
                and that this Agreement is the “Tenant Improvement Contract” as those
                terms are used in the Lease and defined in Article 14 of the Lease.
                Owner
                and Contractor acknowledge and agree that Tenant is an intended,
                third-party beneficiary of this Agreement and the other Contract
                Documents, with right and authority to enforce the provisions of
                this
                Agreement and to pursue remedies for breach of this
                Agreement.  Owner, Contractor, and Tenant acknowledge and agree
                that the Architect has been retained and paid by Tenant, for Tenant’s
                benefit, to provide the Drawings and Specifications, and to perform
                the
                services of the Architect provided for or contemplated in this
                Agreement.  No amendment, modification or supplement to this
                Agreement or any other Contract Document shall be effective without
                the
                written consent or written approval of either Tenant or Meyer (as
                defined
                in Section 6 below).

            


    

    


    
      	
              6.  

            	
              A
                party serving as an Owner’s representative, acting in that capacity, shall
                have the right to  act for and on behalf of Owner, exercise all
                right and authority of Owner, and bind Owner with respect to this
                Agreement and the provisions of the Contract Documents as provided
                in
                Sections 6.1, 6.2, 6.3, 6.4 and 6.5 below.  Owner shall have two
                (2) Owner’s representatives.  One Owner’s representative shall
                be Marieka Meyer, Director of Administrative Services of Tenant,
                6226 West
                Sahara Avenue, Las Vegas, Nevada 89146.  The other Owner’s
                representative shall be Rodman C. Martin (“Martin”).  Tenant,
                and not Owner, shall have the sole and exclusive right to remove
                Marieka
                Meyer as an Owner representative and/or to replace her (or any of
                her
                successors in that capacity) with another person.  Marieka
                Meyer, and each of her successor replacements as Owner representative,
                is
                hereinafter referred to in that capacity as “Meyer.”  Owner
                acknowledges and agrees that Meyer is being given the right and authority
                as Owner’s representative to protect the interests of Tenant with respect
                to the Project, and that Meyer shall have no express or implied duty,
                obligation or responsibility,  whether fiduciary or otherwise,
                to act to the detriment of Tenant or for the benefit of Owner in
                the
                exercise of her authority in that
                capacity.

            


    

    


    
      	
               

            	
              6.1

            	
              Meyer,
                acting alone as Owner’s representative, shall have the sole and exclusive
                right and authority, in her sole discretion (and Owner hereby gives
                and
                grants to Meyer the sole and exclusive right and authority) to act
                for and
                on behalf of Owner, exercise all right and authority of Owner, and
                bind
                Owner in Owner’s capacity as “Owner” and/or “Obligee” in, under, and with
                respect to any payment bond and any performance bond (each, a “Bond” and
                together the “Bonds”) furnished and delivered to Tenant as provided in
                Section III of Exhibit “C”.  With respect to a performance Bond,
                such right and authority shall include, but shall not be limited
                to, the
                right and authority to (i) consider declaring a Contractor Default
                (as
                that term is used and defined in the Bond) under the Bond, (ii) give
                notice (a “CD Notice”) to Contractor and/or the Bond surety that Owner is
                considering declaring a Contractor Default and/or (iii) declare a
                Contractor Default.  With respect to a payment Bond, such right
                and authority shall include, but shall not be limited to, the right
                and
                authority to (1) give notice (a “Claim Notice”) to Contractor and/or the
                Bond surety of any claims, demands, liens or suits for the payment
                for
                labor, materials or equipment furnished for use in the performance
                of this
                Agreement and/or (2) tender defense of such claims, demands, liens
                or
                suits to the Contractor and the surety.   Further, upon,
                and at all times following the dispatch of any CD Notice or any Claim
                Notice, Meyer, acting alone as Owner’s representative, shall have the sole
                and exclusive right and authority, in her sole discretion, to act
                for and
                on behalf of Owner, exercise all right and authority of Owner, and
                bind
                Owner with respect to all Contract Documents, and all provisions
                thereof,
                save and except for those provisions in which such authority is expressly
                reserved to Architect.  Such right and authority of Meyer shall
                include the sole and exclusive right and authority to act for and
                on
                behalf of Owner, exercise all right and authority of Owner, and bind Owner
                with respect to all disputes and issues (and with respect to the
                resolution of all disputes and issues) arising under the Contract
                Documents, including disputes and issues that may have arisen at
                any time
                prior to dispatch of a CD Notice or Claim Notice, as well as those
                that
                may be related to, or that may arise after dispatch of a CD Notice
                or
                Claim Notice.  Each and all sureties of the Bonds are intended
                third-party beneficiaries of the provisions of this Section 6.1,
                which
                provisions are included in the Contract Documents with the intent
                that the
                sureties be able to rely thereon.  In the event of conflict
                between the foregoing provisions of this Section 6.1 and any other
                provision of any of the Contract Documents, including the subsequent
                provisions of this Section 6, the foregoing provisions shall govern
                and
                prevail.

            


    

    


    
      	
               

            	
              6.2

            	
              In
                addition to the foregoing, Meyer, acting  alone as Owner’s
                representative, shall have the sole and exclusive right and authority,
                in
                her sole discretion, to act for and on behalf of Owner, exercise
                all right
                and authority of Owner, and bind Owner under and with respect to
                the
                following provisions of the Contract Documents except as to authority
                expressly reserved to Architect in those
                provisions:

            


    

    


    
      	
              This
                Agreement:

               

            	
              General
                Conditions:

               

            
	 	 
	
              
                Article
                  10

              

              
                 

              

            	
              
                §1.1.2

              

              
                 

              

            
	
              
                §12.1.8

              

              
                 

              

            	
              
                §1.6.2.1
                  (as added by Supplementary Conditions)

              

              
                 

              

            


    

    


    
      	
              
                §12.2.5

              

              
                 

              

            	
              
                §2.3

              

              
                 

              

            
	
              
                §13.2

              

              
                 

              

            	
              
                §2.4

              

              
                 

              

            
	
              
                §13.4

              

              
                 

              

            	
              
                §3.4.2
                  (as amended by Supplementary Conditions)

              

              
                 

              

            
	
              
                Section
                  4 of this Exhibit “D”

              

              
                 

              

            	
              
                §4.2.1

              

              
                 

              

            
	 	
              
                §4.2.8

              

              
                 

              

            
	 	
              
                §5.2
                  (as amended by Supplementary Conditions)

              

              
                 

              

            
	 	
              
                Article
                  7

              

              
                 

              

            
	 	
              
                §9.8.2

              

              
                 

              

            
	 	
              
                §11.5.1

              

              
                 

              

            
	 	
              
                §12.2.2.1

              

              
                 

              

            
	 	
              
                §12.2.2.4
                  (as added by Supplementary Conditions)

              

              
                 

              

            
	 	
              
                §12.3.1

              

              
                 

              

            
	 	
              
                §14.2

              

              
                 

              

            
	 	
              
                §14.3

              

              
                 

              

            


    

    
      


    

    
      
        	
                6.3

              	
                Except
                  as provided in Section 6.1 above, either Owner’s representative, Meyer or
                  Martin, acting alone as Owner’s representative, shall have the right and
                  authority, in his or her sole discretion, to act for and on behalf
                  of
                  Owner, exercise all right and authority of Owner, and bind Owner
                  under and
                  with respect to the following provisions of the Contract Documents,
                  except
                  as to authority expressly reserved to Architect in those
                  provisions:

              


      

    

    
      


    

    
      	
              
                This
                  Agreement:

              

              
                 

              

            	
              
                General
                  Conditions:

              

              
                 

              

            


    

    


    
      	
              
                Article
                  11

              

              
                 

              

            	
              
                §3.2
                  (as amended by Supplementary Conditions)

              

              
                 

              

            
	
              
                §12.1.7.2

              

              
                 

              

            	
              
                §4.3
                  (as amended by Supplementary Conditions)

              

              
                 

              

            
	
              
                §12.1.9

              

              
                 

              

            	
              
                §9.3.2

              

              
                 

              

            
	 	
              
                §9.10.2

              

              
                 

              

            
	
              
                Section
                  11 of this Exhibit “D”

              

              
                 

              

            	
              
                §13.5.2

              

              
                 

              

            


    

    
      


    

    
      
        	
                6.4

              	
                Except
                  as provided in Section 6.1 above, both Owner’s representatives, Meyer and
                  Martin, must act jointly, as Owner’s representatives, to act for and on
                  behalf of Owner, exercise all right and authority of Owner, and
                  bind Owner
                  under and with respect to the following provisions of the Contract
                  Documents, except as to authority expressly reserved to Architect
                  in those
                  provisions:

              


      

    

    
      


    

    
      	
              
                This
                  Agreement:

              

              
                 

              

            	
              
                General
                  Conditions:

              

              
                 

              

            
	 	 
	
              
                §13.1

              

              
                 

              

            	
              
                §1.7
                  (as added by Supplementary Conditions)

              

              
                 

              

            
	 	
              
                §9.9.2

              

              
                 

              

            
	 	
              
                §14.4

              

              
                 

              

            


    

    


    
      	
              6.5

            	
              Except
                as provided in Section 6.1 above, Martin, acting alone as Owner’s
                representative, shall have the sole and exclusive right and authority,
                in
                his sole discretion, to act for and on behalf of Owner, exercise
                all right
                and authority of Owner, and bind Owner under and with respect to
                provisions of the Contract Documents not listed in 6.2, 6.3 or 6.4
                above,
                except as to authority expressly reserved to Architect in those not-listed
                provisions.

            


    

    


    


    
      	
              7.  

            	
              Owner
                shall provide a copy to Meyer on behalf of Tenant of each notice
                that
                Owner receives from Contractor or Architect pursuant to the Contract
                Documents.

            


    

    


    
      	
              8.  

            	
              No
                progress payment, final payment nor any remaining retained percentage
                shall become due to Contractor until Meyer approves such
                payment.

            


    

    


    
      	
              9.  

            	
              Contractor
                waives any right to stop work pursuant to Nevada Revised Statutes
                108.2403.

            


    

    


    
      	
              10.  

            	
              Contractor
                acknowledges that the Project is located on land owned by Clark County,
                Nevada.  Contractor agrees on behalf of itself, its
                Subcontractors, suppliers and consultants and their employees that
                there
                is no legal right to file a lien upon Clark County-owned property
                and will
                not file a mechanic’s lien or otherwise assert any claim against Clark
                County’s real estate or leasehold interest on account of any work done,
                labor performed or materials furnished under the Contract
                Documents.  Contractor agrees to indemnify, defend and hold
                Clark County and Owner harmless from any liens filed upon Clark County’s
                property or leasehold interest and shall promptly take all necessary
                legal
                action to ensure the removal of any such lien at Contractor’s sole
                expense.

            


    

    


    
      	
              11.  

            	
              If
                the Project or any portion of the Project becomes encumbered by a
                notice
                of lien recorded under Nevada Revised Statutes 108.2212 or 108.246,
                inclusive, for work, materials or equipment constituting a portion
                of the
                Work, Contractor, at Contractor's cost and expense with no increase
                in the
                Guaranteed Maximum Price shall (i) defend Owner and Tenant in any
                action
                brought upon that lien and (ii) upon written request from Owner,
                promptly
                cause the discharge and release of the lien unless at the time of
                recording of the notice of lien, (a) the same work, materials or
                equipment
                are the subject of an Application for Payment that has remained unpaid
                for
                a period of thirty days or more following receipt by Architect of
                the
                Application for Payment and all items and materials requested by
                Architect
                thereafter with respect thereto and (b) either Architect has failed
                to
                respond to the Application for Payment within ten days of such receipt
                or
                Owner has failed to pay any resulting Certificate of Payment from
                Architect within twenty days of Owner's receipt of such Certificate
                of
                Payment.  Any costs incurred in connection with the foregoing
                shall become a Cost of the Work per Exhibit “B” hereto, provided however,
                such costs shall not be considered “Cost of the Work” for purposes of
                computing Contractor’s Fee and, as provided above, shall not result in an
                increase in the Guaranteed Maximum
                Price.

            


    

    


    
      	
              12.  

            	
              The
                Work shall be performed in three phases (each a “Phase”).  Phase
                1 of the Work shall consist of the construction of the Tenant Improvements
                for the Building, exclusive of the control room work.  Phase 2
                of the Work shall consist of the construction of the construction
                of
                improvements to be located on the Additional Land.  Phase 3 of
                the Work shall consist of the construction of the control room at
                the
                Building.

            


    

    


    
      	
              13.  

            	
              Whenever
                required by the context of the Contract Documents, the singular shall
                include the plural; the plural shall include the singular; and the
                masculine, feminine and neuter genders shall include the
                others.

            


    

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “E-1”

    


    LIST
      OF PHASE 1 DOCUMENTS

    


    Job
      Name                                Beltway
      Business Park Warehouse No. 2, Bldg 5. - Nevada Power T.I. Job
      No:  1914

    


    


    
      	
              I.  

            	
              Supplementary
                Conditions  (Reference Article 15.1.3), which are appended to
                the end of the General Conditions of the
                Contract.

            


    

    


    
      	
              II.  

            	
              Specifications  (Reference
                Article 15.1.4)

            


    

    Not
      Applicable

    


    
      	
              III.  

            	
              Drawings  (Reference
                Article 15.1.5)

            


    

    See
      attached.

    


    
      	
              IV.  

            	
              Addenda  (Reference
                Article 15.1.6)

            


    

    Not
      Applicable

    


    
      	
              V.  

            	
              the
                Project Manual - Nevada Power South District Operations Center -
                Tenant
                Improvements, dated January 22,
                2007

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TENANT
      IMPROVEMENT DRAWINGS

    


    Architectural
      drawings prepared by SH Architecture, located at 7373 Peak Drive, Suite 250,
      Las
      Vegas, NV 89128.

    
      	 	
              General
                Information

            	 	 
	
              SHEET
                #

            	
              DESCRIPTION

            	
              REVISIONS

            	
              DATE

            
	
              G0.00

            	
              COVER
                SHEET

            	 	
              1/22/07

            
	
              G1.10

            	
              GENERAL
                INFORMATION

            	 	
              1/22/07

            
	
              G2.10

            	
              1ST
                FLOOR CODE
                AND EXITING PLAN

            	 	
              1/22/07

            
	
              G2.10A

            	
              1ST
                FLOOR CODE
                AND EXITING PLAN

            	
              A

            	
              7/09/07

            
	
              G2.11

            	
              2ND
                FLOOR CODE
                AND EXITING PLAN

            	 	
              1/22/07

            
	
              G2.11A

            	
              2ND
                FLOOR CODE
                AND EXITING PLAN

            	
              A

            	
              7/09/07

            
	
              G3.10

            	
              FIRE
                RATED ASSEMBLIES

            	 	
              1/22/07

            
	
              G3.11

            	
              FIRE
                STOP PENETRATIONS

            	 	
              1/22/07

            
	
              G4.10

            	
              MASTER
                SITE PLAN

            	 	
              1/22/07

            
	 	
              Architectural
                Drawings

            	 	 
	
              SHEET
                #

            	
              DESCRIPTION

            	
              REVISIONS

            	
              DATE

            
	
              A1.10

            	
              SITE
                PLAN/OVERALL FLOOR PLAN LEVEL 1

            	 	
              1/22/07

            
	
              A1.11

            	
              OVERALL
                FLOOR PLAN LEVEL 2

            	 	
              1/22/07

            
	
              A2.10

            	
              PARTIAL
                FLOOR PLAN-LEVEL 1-AREA 1

            	
              2

            	
              4/04/07

            
	
              A2.11

            	
              PARTIAL
                FLOOR PLAN-LEVEL 1-AREA 2

            	
              2

            	
              4/04/07

            
	
              A2.12

            	
              PARTIAL
                FLOOR PLAN-LEVEL 1-AREA 3

            	
              2

            	
              4/04/07

            
	
              A2.13

            	
              PARTIAL
                FLOOR PLAN-LEVEL 1-AREA 4

            	
              2

            	
              4/04/07

            
	
              A2.14

            	
              PARTIAL
                FLOOR PLAN-LEVEL 1-AREA 5

            	 	
              1/22/07

            
	
              A2.15

            	
              PARTIAL
                FLOOR PLAN-LEVEL 1-AREA 6

            	 	
              1/22/07

            
	
              A2.16

            	
              PARTIAL
                FLOOR PLAN-LEVEL 1-AREA 7

            	 	
              1/22/07

            
	
              A2.20

            	
              PARTIAL
                FLOOR PLAN-LEVEL 2-AREA 1

            	 	
              1/22/07

            
	
              A2.21

            	
              PARTIAL
                FLOOR PLAN-LEVEL 2-AREA 2

            	 	
              1/22/07

            
	
              A2.22

            	
              PARTIAL
                FLOOR PLAN-LEVEL 2-AREA 3

            	 	
              1/22/07

            
	
              A2.23

            	
              PARTIAL
                FLOOR PLAN-LEVEL 2-AREA 4

            	 	
              1/22/07

            
	
              A2.30

            	
              ENLARGED
                REST ROOM PLANS & INTERIOR ELEV.

            	 	
              1/22/07

            
	
              A2.31

            	
              ENLARGED
                REST ROOM PLANS & INTERIOR ELEV.

            	 	
              1/22/07

            
	
              A2.32

            	
              ENLARGED
                REST ROOM PLANS & INTERIOR ELEV.

            	 	
              1/22/07

            
	
              A2.33

            	
              ENLARGED
                REST ROOM PLANS & INTERIOR ELEV.

            	 	
              1/22/07

            
	
              A2.34

            	
              ENLARGED
                REST ROOM PLANS & INTERIOR ELEV.

            	 	
              1/22/07

            
	
              A2.35

            	
              ENLARGED
                REST ROOM PLANS & INTERIOR ELEV.

            	 	
              1/22/07

            
	
              A2.36

            	
              ENLARGED
                REST ROOM PLANS & INTERIOR ELEV.

            	 	
              1/22/07

            
	
              A2.40

            	
              PARTITION
                TYPES

            	 	
              1/22/07

            
	
              A3.10

            	
              REFLECTED
                CEILING PLAN LEVEL 1-AREA 1

            	 	
              1/22/07

            
	
              A3.11

            	
              REFLECTED
                CEILING PLAN LEVEL 1-AREA 2

            	 	
              1/22/07

            
	
              A3.12

            	
              REFLECTED
                CEILING PLAN LEVEL 1-AREA 3

            	 	
              1/22/07

            
	
              A3.13

            	
              REFLECTED
                CEILING PLAN LEVEL 1-AREA 4

            	 	
              1/22/07

            
	
              A3.14

            	
              REFLECTED
                CEILING PLAN LEVEL 1-AREA 5

            	 	
              1/22/07

            
	
              A3.15

            	
              REFLECTED
                CEILING PLAN LEVEL 1-AREA 6

            	 	
              1/22/07

            
	
              A3.16

            	
              REFLECTED
                CEILING PLAN LEVEL 1-AREA 7

            	 	
              1/22/07

            
	
              A3.20

            	
              REFLECTED
                CEILING PLAN LEVEL 1-AREA 1

            	 	
              1/22/07

            
	
              A3.21

            	
              REFLECTED
                CEILING PLAN LEVEL 2-AREA 2

            	 	
              1/22/07

            
	
              A3.22

            	
              REFLECTED
                CEILING PLAN LEVEL 2-AREA 3

            	 	
              1/22/07

            
	
              A3.23

            	
              REFLECTED
                CEILING PLAN LEVEL 2-AREA 4

            	 	
              1/22/07

            
	
              A3.30

            	
              CEILING
                DETAILS

            	 	
              1/22/07

            
	
              A4.10

            	
              ROOF
                PLAN

            	 	
              1/22/07

            
	
              A5.10

            	
              EXTERIOR
                ELEVATIONS

            	 	
              1/22/07

            
	
              A5.11

            	
              EXTERIOR
                ELEVATIONS

            	 	
              1/22/07

            
	
              A6.10

            	
              BUILDING
                SECTIONS

            	 	
              1/22/07

            
	
              A7.10

            	
              WALL
                SECTIONS

            	 	
              1/22/07

            
	
              A7.11

            	
              WALL
                SECTIONS

            	 	
              1/22/07

            
	
              A7.12

            	
              WALL
                SECTIONS

            	 	
              1/22/07

            
	
              A8.10

            	
              STAIR
                PLANS AND SECTIONS

            	 	
              1/22/07

            
	
              A8.11

            	
              STAIR
                PLANS AND SECTIONS

            	 	
              1/22/07

            
	
              A8.20

            	
              ELEVATOR
                PLANS AND SECTIONS

            	 	
              1/22/07

            
	
              A8.30

            	
              STAIR
                DETAILS

            	 	
              1/22/07

            
	
              A9.10

            	
              INTERIOR
                ELEVATIONS

            	 	
              1/22/07

            
	
              A9.11

            	
              INTERIOR
                ELEVATIONS

            	 	
              1/22/07

            
	
              A9.12

            	
              INTERIOR
                ELEVATIONS

            	 	
              1/22/07

            
	
              A10.10

            	
              FINISH
                PLAN LEVEL 1-AREA 1

            	 	
              1/22/07

            
	
              A10.11

            	
              FINISH
                PLAN LEVEL 1-AREA 2

            	 	
              1/22/07

            
	
              A10.12

            	
              FINISH
                PLAN LEVEL 1-AREA 3

            	 	
              1/22/07

            
	
              A10.13

            	
              FINISH
                PLAN LEVEL 1-AREA 4

            	 	
              1/22/07

            
	
              A10.14

            	
              FINISH
                PLAN LEVEL 1-AREA 5

            	 	
              1/22/07

            
	
              A10.15

            	
              FINISH
                PLAN LEVEL 1-AREA 6

            	 	
              1/22/07

            
	
              A10.16

            	
              FINISH
                PLAN LEVEL 1-AREA 7

            	 	
              1/22/07

            
	
              A10.20

            	
              FINISH
                PLAN LEVEL 2-AREA 1

            	 	
              1/22/07

            
	
              A10.21

            	
              FINISH
                PLAN LEVEL 2-AREA 2

            	 	
              1/22/07

            
	
              A10.22

            	
              FINISH
                PLAN LEVEL 2-AREA 3

            	 	
              1/22/07

            
	
              A10.23

            	
              FINISH
                PLAN LEVEL 2-AREA 4

            	 	
              1/22/07

            
	
              A11.10

            	
              DOOR
                SCHEDULE AND TYPES

            	 	
              1/22/07

            
	
              A11.20

            	
              DOOR
                DETAILS

            	 	
              1/22/07

            
	
              A11.30

            	
              WINDOW
                TYPES

            	 	
              1/22/07

            
	
              A12.10

            	
              CASEWORK

            	 	
              1/22/07

            
	 	 	 	 


    

    


    Structural
      drawings prepared by Mendenhall Smith Structural Engineers located at 3571
      Red
      Rock Street, Suite A, Las Vegas, NV 89103.

    
      	 	
              Structural
                Drawings

            	 	 
	
              SHEET
                #

            	
              DESCRIPTION

            	
              REVISIONS

            	
              DATE

            
	
              S1.01

            	
              GENERAL
                STRUCTURAL NOTES & INFORMATION

            	
              1

            	
              3/30/07

            
	
              S1.02

            	
              SCHEDULES

            	
              1

            	
              3/30/07

            
	
              S1.03

            	
              TYPICAL
                DETAILS

            	
              1

            	
              3/30/07

            
	
              S1.04

            	
              TYPICAL
                DETAILS

            	
              1

            	
              3/30/07

            
	
              S2.01

            	
              PARTIAL
                FOUNDATION PLAN

            	
              1

            	
              3/30/07

            
	
              S2.02

            	
              PARTIAL
                FOUNDATION PLAN

            	
              1

            	
              3/30/07

            
	
              S2.03

            	
              PARTIAL
                FOUNDATION PLAN

            	
              1

            	
              3/30/07

            
	
              S2.04

            	
              PARTIAL
                FOUNDATION PLAN

            	
              1

            	
              3/30/07

            
	
              S2.05

            	
              PARTIAL
                FOUNDATION PLAN

            	
              1

            	
              3/30/07

            
	
              S2.06

            	
              PARTIAL
                FOUNDATION PLAN

            	
              1

            	
              3/30/07

            
	
              S2.07

            	
              PARTIAL
                FOUNDATION PLAN

            	
              1

            	
              3/30/07

            
	
              S3.01

            	
              PARTIAL
                FLOOR FRAMING PLAN

            	
              1

            	
              3/30/07

            
	
              S3.02

            	
              PARTIAL
                FLOOR FRAMING PLAN

            	
              1

            	
              3/30/07

            
	
              S3.03

            	
              PARTIAL
                FLOOR FRAMING PLAN

            	
              1

            	
              3/30/07

            
	
              S3.04

            	
              PARTIAL
                FLOOR FRAMING PLAN

            	
              1

            	
              3/30/07

            
	
              S3.05

            	
              PARTIAL
                FLOOR FRAMING PLAN

            	
              1

            	
              3/30/07

            
	
              S3.06

            	
              PARTIAL
                FLOOR FRAMING PLAN

            	
              1

            	
              3/30/07

            
	
              S3.07

            	
              PARTIAL
                FLOOR FRAMING PLAN

            	
              1

            	
              3/30/07

            
	
              S4.01

            	
              PARTIAL
                INTERIOR ROOF FRAMING PLAN

            	
              1

            	
              3/30/07

            
	
              S4.02

            	
              PARTIAL
                INTERIOR ROOF FRAMING PLAN

            	
              1

            	
              3/30/07

            
	
              S4.03

            	
              PARTIAL
                INTERIOR ROOF FRAMING PLAN

            	
              1

            	
              3/30/07

            
	
              S4.04

            	
              PARTIAL
                INTERIOR ROOF FRAMING PLAN

            	
              1

            	
              3/30/07

            
	
              S5.01

            	
              FOUNDATION
                DETAILS

            	
              1

            	
              3/30/07

            
	
              S6.01

            	
              FLOOR
                FRAMING DETAILS

            	
              1

            	
              3/30/07

            
	
              S6.02

            	
              FLOOR
                FRAMING DETAILS

            	
              1

            	
              3/30/07

            
	 	 	 	 


    

    


    Mechanical
      drawings prepared by MSA Engineering Consultants located at 7115 Amigo Street,
      Suite 110, Las Vegas, NV 89119.

    
      	 	
              Mechanical
                Drawings

            	 	 
	
              SHEET
                #

            	
              DESCRIPTION

            	
              REVISIONS

            	
              DATE

            
	
              M0.00

            	
              SYMBOL
                LIST, SPECIFICATIOS & DWG LIST

            	
              2

            	
              4/04/07

            
	
              M0.01

            	
              MECHANICAL
                SCHEDULES

            	
              2

            	
              4/04/07

            
	
              M0.02

            	
              MECHANICAL
                SCHEDULES

            	
              2

            	
              4/04/07

            
	
              M0.05

            	
              MECHANICAL
                DETAILS

            	
              2

            	
              4/04/07

            
	
              M0.06

            	
              MECHANICAL
                DETAILS

            	
              2

            	
              4/04/07

            
	
              M0.07

            	
              MECHANICAL
                DETAILS

            	
              2

            	
              4/04/07

            
	
              M0.08

            	
              MECHANICAL
                DETAILS

            	
              2

            	
              4/04/07

            
	
              M0.10

            	
              CONTROL
                DIAGRAMS

            	
              2

            	
              4/04/07

            
	
              M0.11

            	
              CONTROL
                DIAGRAMS

            	
              2

            	
              4/04/07

            
	
              M0.15

            	
              IECC
                COMPLIANCE CERTIFICATE

            	
              2

            	
              4/04/07

            
	
              M1.00

            	
              OVERALL
                MECHANICAL DEMOLITION PLAN

            	
              2

            	
              4/04/07

            
	
              M2.10

            	
              PARTIAL
                MECHANICAL PLAN LEVEL 1 – AREA 1

            	
              2

            	
              4/04/07

            
	
              M2.11

            	
              PARTIAL
                MECHANICAL PLAN LEVEL 1 – AREA 2

            	
              2

            	
              4/04/07

            
	
              M2.12

            	
              PARTIAL
                MECHANICAL PLAN LEVEL 1 – AREA 3

            	
              2

            	
              4/04/07

            
	
              M2.13

            	
              PARTIAL
                MECHANICAL PLAN LEVEL 1 – AREA 4

            	
              2

            	
              4/04/07

            
	
              M2.14

            	
              PARTIAL
                MECHANICAL PLAN LEVEL 1 – AREA 5

            	
              2

            	
              4/04/07

            
	
              M2.15

            	
              PARTIAL
                MECHANICAL PLAN LEVEL 1 – AREA 6

            	
              2

            	
              4/04/07

            
	
              M2.16

            	
              PARTIAL
                MECHANICAL PLAN LEVEL 1 – AREA 7

            	
              2

            	
              4/04/07

            
	
              M2.20

            	
              PARTIAL
                MECHANICAL PLAN LEVEL 2 – AREA 1

            	
              2

            	
              4/04/07

            
	
              M2.21

            	
              PARTIAL
                MECHANICAL PLAN LEVEL 2 – AREA 2

            	
              2

            	
              4/04/07

            
	
              M2.22

            	
              PARTIAL
                MECHANICAL PLAN LEVEL 2 – AREA 3

            	
              2

            	
              4/04/07

            
	
              M2.23

            	
              PARTIAL
                MECHANICAL PLAN LEVEL 2 – AREA 4

            	
              2

            	
              4/04/07

            
	
              M3.10

            	
              PARTIAL
                MECHANICAL PIPING LEVEL 1 – AREA 1

            	
              2

            	
              4/04/07

            
	
              M3.11

            	
              PARTIAL
                MECHANICAL PIPING LEVEL 1 – AREA 2

            	
              2

            	
              4/04/07

            
	
              M3.12

            	
              PARTIAL
                MECHANICAL PIPING LEVEL 1 – AREA 3

            	
              2

            	
              4/04/07

            
	
              M3.13

            	
              PARTIAL
                MECHANICAL PIPING LEVEL 1 – AREA 4

            	
              2

            	
              4/04/07

            
	
              M3.20

            	
              PARTIAL
                MECHANICAL PIPING LEVEL 2 – AREA 1

            	
              2

            	
              4/04/07

            
	
              M3.21

            	
              PARTIAL
                MECHANICAL PIPING LEVEL 2 – AREA 2

            	
              2

            	
              4/04/07

            
	
              M3.22

            	
              PARTIAL
                MECHANICAL PIPING LEVEL 2 – AREA 3

            	
              2

            	
              4/04/07

            
	
              M3.23

            	
              PARTIAL
                MECHANICAL PIPING LEVEL 2 – AREA 4

            	
              2

            	
              4/04/07

            
	
              M4.00

            	
              COOLING
                TOWER MECHANICAL PLAN

            	
              2

            	
              4/04/07

            
	 	 	 	 


    

    


    Plumbing
      drawings prepared by MSA Engineering Consultants located at 7115 Amigo Street,
      Suite 110, Las Vegas, NV 89119.

    
      	 	
              Plumbing
                Drawings

            	 	 
	
              SHEET
                #

            	
              DESCRIPTION

            	
              REVISIONS

            	
              DATE

            
	
              P0.00

            	
              SYMBOL
                LIST, SPECIFICATIONS, & DWG INDEX

            	
              2

            	
              4/04/07

            
	
              P0.01

            	
              PLUMBING
                SCHEDULES

            	
              2

            	
              4/04/07

            
	
              P0.05

            	
              PLUMBING
                DETAILS

            	
              2

            	
              4/04/07

            
	
              P0.06

            	
              PLUMBING
                DETAILS

            	
              2

            	
              4/04/07

            
	
              P0.07

            	
              PLUMBING
                DETAILS

            	
              2

            	
              4/04/07

            
	
              P0.10

            	
              GAS
                ISOMETRIC

            	
              2

            	
              4/04/07

            
	
              P0.11

            	
              GAS
                ISOMETRIC

            	
              2

            	
              4/04/07

            
	
              P1.00

            	
              OVERALL
                PLUMBING DEMOLITION PLAN

            	
              2

            	
              4/04/07

            
	
              P2.10

            	
              PARTIAL
                PLUMBING PLAN LEVEL 1 – AREA 1

            	
              2

            	
              4/04/07

            
	
              P2.11

            	
              PARTIAL
                PLUMBING PLAN LEVEL 1 – AREA 2

            	
              2

            	
              4/04/07

            
	
              P2.12

            	
              PARTIAL
                PLUMBING PLAN LEVEL 1 – AREA 3

            	
              2

            	
              4/04/07

            
	
              P2.13

            	
              PARTIAL
                PLUMBING PLAN LEVEL 1 – AREA 4

            	
              2

            	
              4/04/07

            
	
              P2.14

            	
              PARTIAL
                PLUMBING PLAN LEVEL 1 – AREA 5

            	
              2

            	
              4/04/07

            
	
              P2.15

            	
              PARTIAL
                PLUMBING PLAN LEVEL 1 – AREA 6

            	
              2

            	
              4/04/07

            
	
              P2.16

            	
              PARTIAL
                PLUMBING PLAN LEVEL 1 – AREA 7

            	
              2

            	
              4/04/07

            
	
              P2.17

            	
              PARTIAL
                PLUMBING PLAN LEVEL 1 – AREA 8

            	
              2

            	
              4/04/07

            
	
              P2.20

            	
              PARTIAL
                PLUMBING PLAN LEVEL 2– AREA 1

            	
              2

            	
              4/04/07

            
	
              P2.21

            	
              PARTIAL
                PLUMBING PLAN LEVEL 2– AREA 2

            	
              2

            	
              4/04/07

            
	
              P2.22

            	
              PARTIAL
                PLUMBING PLAN LEVEL 2– AREA 3

            	
              2

            	
              4/04/07

            
	
              P2.23

            	
              PARTIAL
                PLUMBING PLAN LEVEL 2– AREA 4

            	
              2

            	
              4/04/07

            
	
              P5.00

            	
              ENLARGED
                PLUMBING PLANS

            	
              2

            	
              4/04/07

            
	
              P5.01

            	
              ENLARGED
                PLUMBING PLANS

            	
              2

            	
              4/04/07

            
	
              P5.02

            	
              ENLARGED
                PLUMBING PLANS

            	
              2

            	
              4/04/07

            
	
              P5.03

            	
              ENLARGED
                PLUMBING PLANS

            	
              2

            	
              4/04/07

            
	
              P5.04

            	
              ENLARGED
                PLUMBING PLANS

            	
              2

            	
              4/04/07

            
	
              P5.05

            	
              ENLARGED
                PLUMBING PLANS

            	
              2

            	
              4/04/07

            
	
              PFS4.0

            	
              FOOD
                SERVICE PLUMBING PLANS

            	
              2

            	
              4/04/07

            
	 	 	 	 


    

    


    Electrical
      Plans prepared by MSA Engineering Consultants located at 7115 Amigo Street,
      Suite 110, Las Vegas, NV 89119.

    
      	 	
              Electrical
                Drawings

            	 	 
	
              SHEET
                #

            	
              DESCRIPTION

            	
              REVISIONS

            	
              DATE

            
	
              E0.00

            	
              SYMBOL
                LIST, SPECIFICATIONS & DWG INDEX

            	
              3

            	
              4/20/07

            
	
              E0.01

            	
              SINGLE
                LINE DIAGRAM, NOTES & SCHEDULES

            	
              3

            	
              4/20/07

            
	
              E0.02

            	
              SINGLE
                LINE DIAGRAM

            	
              3

            	
              4/20/07

            
	
              E0.03

            	
              SINGLE
                LINE DIAGRAM

            	
              3

            	
              4/20/07

            
	
              E0.04

            	
              SINGLE
                LINE DIAGRAM

            	
              3

            	
              4/20/07

            
	
              E0.05

            	
              SINGLE
                LINE DIAGRAM

            	
              3

            	
              4/20/07

            
	
              E0.06

            	
              PANEL
                SCHEDULES

            	
              3

            	
              4/20/07

            
	
              E0.07

            	
              PANEL
                SCHEDULES

            	
              3

            	
              4/20/07

            
	
              E0.08

            	
              PANEL
                SCHEDULES

            	 	
              1/22/07

            
	
              E0.09

            	
              PANEL
                SCHEDULES

            	
              3

            	
              4/20/07

            
	
              E0.10

            	
              PANEL
                SCHEDULES

            	
              3

            	
              4/20/07

            
	
              E0.11

            	
              PANEL
                SCHEDULES

            	
              3

            	
              4/20/07

            
	
              E0.20

            	
              ENLARGED
                ELECTRIC ROOM PLANS LEVEL 1

            	
              3

            	
              4/20/07

            
	
              E0.21

            	
              ENLARGED
                ELECTRIC ROOM PLANS LEVEL 1

            	 	
              1/22/07

            
	
              E0.22

            	
              ENLARGED
                ELECTRIC ROOM PLANS LEVEL 2

            	 	
              1/22/07

            
	
              E0.30

            	
              LIGHTING
                FIXTURE SCHEDULE

            	 	
              1/22/07

            
	
              E0.31

            	
              ELECTRICAL
                DETAILS

            	
              3

            	
              4/20/07

            
	
              E0.32

            	
              LIGHTING
                COMPLIANCE CERTIFICATE

            	 	
              1/22/07

            
	
              E1.10

            	
              SITE
                ELECTRICAL PLAN

            	
              2

            	
              4/04/07

            
	
              E2.10

            	
              PARTIAL
                POWER & SIGNAL PLAN LEVEL 1 – AREA 1

            	 	
              1/22/07

            
	
              E2.11

            	
              PARTIAL
                POWER & SIGNAL PLAN LEVEL 1 – AREA 2

            	 	
              1/22/07

            
	
              E2.12

            	
              PARTIAL
                POWER & SIGNAL PLAN LEVEL 1 – AREA 3

            	
              3

            	
              4/20/07

            
	
              E2.13

            	
              PARTIAL
                POWER & SIGNAL PLAN LEVEL 1 – AREA 4

            	 	
              1/22/07

            
	
              E2.14

            	
              PARTIAL
                POWER & SIGNAL PLAN LEVEL 1 – AREA 5

            	
              3

            	
              4/20/07

            
	
              E2.15

            	
              PARTIAL
                POWER & SIGNAL PLAN LEVEL 1 – AREA 6

            	 	
              1/22/07

            
	
              E2.16

            	
              PARTIAL
                POWER & SIGNAL PLAN LEVEL 1 – AREA 7

            	 	
              1/22/07

            
	
              E2.20

            	
              PARTIAL
                POWER & SIGNAL PLAN LEVEL 2 – AREA 1

            	 	
              1/22/07

            
	
              E2.21

            	
              PARTIAL
                POWER & SIGNAL PLAN LEVEL 2 – AREA 2

            	 	
              1/22/07

            
	
              E2.22

            	
              PARTIAL
                POWER & SIGNAL PLAN LEVEL 2 – AREA 3

            	 	
              1/22/07

            
	
              E2.23

            	
              PARTIAL
                POWER & SIGNAL PLAN LEVEL 2 – AREA 4

            	 	
              1/22/07

            
	
              E3.10

            	
              PARTIAL
                LIGHTING PLAN LEVEL 1 – AREA 1

            	 	
              1/22/07

            
	
              E3.11

            	
              PARTIAL
                LIGHTING PLAN LEVEL 1 – AREA 2

            	 	
              1/22/07

            
	
              E3.12

            	
              PARTIAL
                LIGHTING PLAN LEVEL 1 – AREA 3

            	 	
              1/22/07

            
	
              E3.13

            	
              PARTIAL
                LIGHTING PLAN LEVEL 1 – AREA 4

            	 	
              1/22/07

            
	
              E3.14

            	
              PARTIAL
                LIGHTING PLAN LEVEL 1 – AREA 5

            	 	
              1/22/07

            
	
              E3.15

            	
              PARTIAL
                LIGHTING PLAN LEVEL 1 – AREA 6

            	 	
              1/22/07

            
	
              E3.16

            	
              PARTIAL
                LIGHTING PLAN LEVEL 1 – AREA 7

            	 	
              1/22/07

            
	
              E3.20

            	
              PARTIAL
                LIGHTING PLAN LEVEL 2 – AREA 1

            	 	
              1/22/07

            
	
              E3.21

            	
              PARTIAL
                LIGHTING PLAN LEVEL 2 – AREA 2

            	 	
              1/22/07

            
	
              E3.22

            	
              PARTIAL
                LIGHTING PLAN LEVEL 2 – AREA 3

            	 	
              1/22/07

            
	
              E3.23

            	
              PARTIAL
                LIGHTING PLAN LEVEL 2 – AREA 4

            	 	
              1/22/07

            
	
              EFS4.0

            	
              FOOD
                SERVICE ELECTRICAL PLANS

            	 	
              1/22/07

            
	 	 	 	 


    

    


    Food
      Service Plans prepared by The Design Market Inc., located at 3110 South Valley
      View Blvd., Suite 201, Las Vegas, NV 89102.

    
      	 	
              Food
                Service Drawings

            	 	 
	
              SHEET
                #

            	
              DESCRIPTION

            	
              REVISIONS

            	
              DATE

            
	
              FS1.0

            	
              FOOD
                SERVICE EQUIPMENT FLOOR PLAN

            	 	
              11/14/06

            
	
              FS2.0

            	
              FOOD
                SERVICE SCHEDULE PLAN

            	 	
              11/14/06

            
	
              FS3.0

            	
              FOOD
                SERVICE ELECTRICAL FLOOR PLAN

            	 	
              11/14/06

            
	
              FS4.0

            	
              FOOD
                SERVICE PLUMBING FLOOR PLAN

            	 	
              11/14/06

            
	
              FS5.0

            	
              FOOD
                SERVICE MECH./REFRIGERATION PLAN

            	 	
              11/14/06

            
	
              FS5.1

            	
              FOOD
                SERVICE MECHANICAL HOOD PLAN

            	 	
              11/14/06

            
	
              FS6.0

            	
              FOOD
                SERVICE BUILDING FLOOR PLAN

            	 	
              11/14/06

            
	
              FS7.1

            	
              FOOD
                SERVICE ELEVATIONS

            	 	
              11/14/06

            
	
              FS7.2

            	
              FOOD
                SERVICE ELEVATIONS

            	 	
              11/14/06

            
	 	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “E-2”

    


    LIST
      OF PHASE 2 DOCUMENTS

    


    


    Job
      Name                                Beltway
      Business Park Warehouse No. 2, Bldg 5. - Nevada Power South District Operations
      Center - Site Improvements Job No:  1914

    


    I.           Supplementary
      Conditions  (Reference Article 15.1.3), which are appended to the end
      of the General Conditions of the Contract.

    


    II.           Specifications  (Reference
      Article 15.1.4)

    Not
      Applicable

    


    III.           Drawings  (Reference
      Article 15.1.5)

    See
      attached

    IV.           Addenda  (Reference
      Article 15.1.6)

    Not
      Applicable

    


    V.           Project
      Manual - Nevada Power South District Operations Center - Site Improvements,
      dated May 25, 2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 


    

    General
      Drawings prepared by SH Architecture, located at 7373 Peak Drive, Suite 250,
      Las
      Vegas, NV 89128

    
      	
                                                               GENERAL
                DRAWINGS

            
	
              SHEET
                #

            	
              DESCRIPTION

            	
              ▲

            	
              DATE

            


    

    G0.00                                COVER
      SHEET                                                                                                                                                     5/25/07

    G1.10                                GENERAL
      INFORMATION                                                                                                                               
 5/25/07

    G3.10                                FIRE
      RATED
      ASSEMBLIES                                                                                                                                
5/25/07

    G4.10                                MASTER
      SITE
      PLAN                                                                                                                                         
 5/25/07

    


    Civil
      drawings prepared by Lochsa Engineering, located at 6345 S. Jones Blvd. Suite
      100

    Las
      Vegas, NV

    
      	
                                                                            CIVIL
                DRAWINGS

            
	
              SHEET
                #

            	
              DESCRIPTION

            	
              ▲

            	
              DATE

            


    

    C1.01                                COVER
      SHEET                                                                                                                                              
5/24/07

    C1.02                                GENERAL
      NOTES AND
      QUANTITIES                                                                                                        5/24/07

    C2.00                                MASTER
      UTILITY AND FIRE ACCESS PLAN5/24/07

    C2.01                                UTILITY
      PLAN SHEET 1 OF
      3                                                                                                                     5/24/07

    C2.02                                UTILITY
      PLAN SHEET 2 OF
      3                                                                                                                     5/24/07

    C2.03                                UTILITY
      PLAN SHEET 3 OF
      3                                                                                                                     5/24/07

    C3.00                                OVERALL
      SITE AND GRADING PLAN AND5/24/07

    KEY
      MAP

    C3.01                                GRADING
      PLAN SHEET 1 OF
      7                                                                                                                  5/24/07

    C3.02                                GRADING
      PLAN SHEET 2 OF
      7                                                                                                                  5/24/07

    C3.03                                GRADING
      PLAN SHEET 3 OF
      7                                                                                                                  5/24/07

    C3.04                                GRADING
      PLAN SHEET 4 OF
      7                                                                                                                  5/24/07

    C3.05                                GRADING
      PLAN SHEET 5 OF
      7                                                                                                                  5/24/07

    C3.06                                GRADING
      PLAN SHEET 6 OF
      7                                                                                                                  5/24/07

    C3.07                                GRADING
      PLAN SHEET 7 OF
      7                                                                                                                  5/24/07

    C4.01                                HORIZONTAL
      CONTROL PLAN SHEET 1 OF 85/24/07

    C4.02                                HORIZONTAL
      CONTROL PLAN SHEET 2 OF 85/24/07

    C4.03                                HORIZONTAL
      CONTROL PLAN SHEET 3 OF 85/24/07

    C4.04                                HORIZONTAL
      CONTROL PLAN SHEET 4 OF 85/24/07

    C4.05                                HORIZONTAL
      CONTROL PLAN SHEET 5 OF 85/24/07

    C4.06                                HORIZONTAL
      CONTROL PLAN SHEET 6 OF 85/24/07

    C4.07                                HORIZONTAL
      CONTROL PLAN SHEET 7 OF 85/24/07

    C4.08                                HORIZONTAL
      CONTROL PLAN SHEET 8 OF 85/24/07

    C5.01                                PLAN
      AND PROFILE WARM SPRINGS ROAD5/24/07

    C5.02                                PLAN
      AND PROFILE WARM SPRINGS ROAD5/24/07

    C5.03                                PLAN
      AND PROFILE WARM SPRINGS ROAD5/24/07

    C5.04                                PLAN
      AND PROFILE WARM SPRINGS ROAD5/24/07

    C5.05                                PLAN
      AND PROFILE WARM SPRINGS ROAD5/24/07

    C5.06                                PLAN
      AND PROFILE LINDELL
      ROAD                                                                                                    5/24/07

    C5.07                                PLAN
      AND PROFILE LINDELL
      ROAD                                                                                                    5/24/07

    C5.08                                PLAN
      AND PROFILE WESTWIND
      ROAD                                                                                               5/24/07

    
      	
                                                                            CIVIL
                DRAWINGS

            
	
              SHEET
                #

            	
              DESCRIPTION

            	
              ▲

            	
              DATE

            


    

    C5.09                                PLAN
      AND PROFILE STORM DRAIN LATERALS5/24/07

    C6.01                                TRAFFIC
      CONTROL PLAN SHEET 1 OF
      3                                                                                  
                     5/24/07

    C6.02                                TRAFFIC
      CONTROL PLAN SHEET 2 OF
      3                                                                                                        5/24/07

    C6.03                                TRAFFIC
      CONTROL PLAN SHEET 3 OF
      3                                                                                                        5/24/07

    C7.01                                DETAILS
      SHEET 1 OF
      4                                                                                                                                      
5/24/07

    C7.02                                DETAILS
      SHEET 2 OF
      4                                                                                                                                      
5/24/07

    C7.03                                DETAILS
      SHEET 3 OF
      4                                                                                                                                      
5/24/07

    C7.04                                DETAILS
      SHEET 4 OF
      4                                                                                                                                      
5/24/07

    C8.01                                STRUCTURAL
      GENERAL
      NOTES                                                                                                                     
5/24/07

    C8.02                                STRUCTURAL
      TYPICAL DETAILS
      AND                                                                                                           5/24/07

    SECTIONS

    


    Landscape
      drawings prepared by Nuvis, located at 3151 Airway Ave., Suite J-3, Costa Mesa,
      CA

    
      	
                                                                         LANDSCAPE
                DRAWINGS

            
	
              SHEET
                #

            	
              DESCRIPTION

            	
              ▲

            	
              DATE

            


    

    L1                      COVER
      SHEET                                                                                                                                                                    
2/9/07

    L2                      IRRIGATION
      PLAN – SHEET
      A                                                                                                                                         
2/9/07

    L3                      IRRIGATION
      PLAN – SHEET
      B                                                                                                                                          2/9/07

    L4                      IRRIGATION
      PLAN –SHEET
      C                                                                                                                                          
2/9/07

    L5                      IRRIGATION
      LEGEND AND
      NOTES                                                                                                                                 2/9/07

    L6                      IRRIGATION
      DETAILS                                                                                                                                                       
2/9/07

    L7                      TREE
      PLANTING PLAN –SHEET
      A                                                                                                                                   2/9/07

    L8                      TREE
      PLANTING PLAN –SHEET
      B                                                                                                                                  
2/9/07

    L9                      TREE
      PLANTING PLAN –SHEET
      C                                                                                                                                 
 2/9/07

    L10                      SHRUB
      PLANTING PLAN –SHEET
      A                                                                                                                            
2/9/07

    L11                      SHRUB
      PLANTING PLAN –SHEET
      B                                                                                                                            
2/9/07

    L12                      TREE
      PLANTING PLAN –SHEET
      C                                                                                                                               
2/9/07

    L13                      PLANTING
      LEGEND, NOTES AND
      ETAILS                                                                                                                  2/9/07

    L14                      GENERAL
      SPECIFICATIONS                                                                                                                                         
2/9/07

    L15                      IRRIGATION
      SPECIFICATIONS                                                                                                                                    
2/9/07

    L16                      IRRIGATION
      SPECIFICATIONS                                                                                                                                    
2/9/07

    L17                      PLANTING
      SPECIFICATIONS                                                                                                                                       
2/9/07

    L18                      MAINTENANCE
      SPECIFICATIONS                                                                                                                             
 2/9/07

    


    


    Architectural
      drawings by SH Architecture, located at 7373 Peak Drive, Suite 250, Las Vegas,
      NV 89128

    
      	
              ARCHITECTURAL
                DRAWINGS

            
	
              SHEET
                #

            	
              DESCRIPTION

            	
              ▲

            	
              DATE

            


    

    A1.10                                SITE
      PLAN – LOT
      A                                                                                                                                   5/25/07

    A1.11                                SITE
      PLAN – LOT
      B                                                                                                                             5/25/07

    A1.20                                CMU
      FENCING PLAN AND
      ELEVATIONS                                                                                                  5/25/07

    A1.21                                ENLARGED
      FENCE
      PLANS                                                                                                                           5/25/07

    A1.22                                SITE
      DETAILS AND ENLARGED
      CMU                                                                                                         5/25/07

    ENCLOSURE
      PLAN

    


    
      	
              ARCHITECTURAL
                DRAWINGS

            
	
              SHEET
                #

            	
              DESCRIPTION

            	
              ▲

            	
              DATE

            


    

    A1.30A                      CANOPY
      PLAN                                                                                                                                                         
5/25/07

    A1.30B                      CANOPY
      PLANS                                                                                                                                                       
5/25/07

    A1.31                                CANOPY
      ELEVATIONS AND SECTIONS5/25/07

    A1.40                                GUARD
      HOUSE
      PLANS                                                                                                                                     5/25/07

    A1.41                                GUARD
      HOUSE SECTIONS AND ELEVATIONS5/25/07

    
      	
              A1.42

            	
              GUARD
                HOUSE INTERIOR ELEVATIONS, DOOR

            	
              5/25/07

            


    

    AND
      WINDOW SCHEDULE

    A1.50                                ICE
      HOUSE PLANS AND ELEVATIONS5/25/07

    A1.60                                METER
      TRANSFER BUILDING PLAN, ELEVATIONS5/25/07

     AND
      SECTION

    A2.10                                FLEET
      FLOOR
      PLAN                                                                                                                                          
5/25/07

    A2.11                                FLEET
      ENLARGED FLOOR PLANS AND INTERIOR5/25/07

     ELEVATIONS

    A2.12                                FLEET
      REFLECTED CEILING
      PLAN                                                                                                                  5/25/07

    A2.13                                FLEET
      ROOF
      PLAN                                                                                                                                            
5/25/07

    A2.14                                FLEET
      EXTERIOR
      ELEVATIONS                                                                                                                      
5/25/07

    A2.15                                FLEET
      BUILDING
      SECTIONS                                                                                                                            5/25/07

    A2.16                                FLEET
      WALL
      SECTIONS                                                                                                                                   
5/25/07

    A2.17                                FLEET
      DOOR AND WINDOW
      SCHEDULE                                                                                                       5/25/07

    A3.10                                DETAILS                                                                                                                                                              
      5/25/07

    A3.11                                DETAILS                                                                                                                                                             
       5/25/07

    


    


    Structural
      drawings by Mendenhall Smith Structural Engineers, located at 3571 Red Rock
      Street, Suite A, Las Vegas, NV

    
      	
              STRUCTURAL
                DRAWINGS

            
	
              SHEET
                #

            	
              DESCRIPTION

            	
              ▲

            	
              DATE

            


    

    S1.01                                GSN
      AND
      INFORMATION                                                                                                                                
6/1/07

    S1.02                                SCHEDULES                                                                                                                                                        
      6/1/07

    S1.03                                TYPICAL
      DETAILS                                                                                                                                             
6/1/07

    S1.04                                TYPICAL
      DETAILS                                                                                                                                             
6/1/07

    S2.10                                FOUNDATION
      PLAN –FLEET
      BUILDING                                                                                                        6/1/07

    S3.10                                ROOF
      FRAMING PLAN – FLEET BUILDING6/1/07

    SC2.10                                FOUNDATION
      PLAN – SMALL
      CANOPY                                                                                                    6/1/07

    SC2.20                                FOUNDATION
      PLAN – LARGE
      CANOPY                                                                                                     6/1/07

    SC3.10                                ROOF
      FRAMING PLAN – SMALL
      CANOPY                                                                                                                                                                                                     
 6/1/07

    SC3.20                                ROOF
      FRAMING PLAN – LARGE
      CANOPY                                                                                                6/1/07

    
      	
              SG2.10

            	
              FOUNDATION
                AND ROOF FRAMING PLAN –

            	
              6/1/07

            


    

    ICE
      HOUSE, GUARD HOUSE

    S5.01                                FOUNDATION
      DETAILS                                                                                                                                  
6/1/07

    S6.01                                FRAMING
      DETAILS                                                                                                                                          
6/1/07

    


    


    


    


    Mechanical
      drawings by MSA Engineering Consultants, located at 7115 Amigo Street, Suite
      110,

    
      	
               

            	
              Las
                Vegas, NV

            


    

    
      	
              MECHANICAL
                DRAWINGS

            
	
              SHEET
                #

            	
              DESCRIPTION

            	
              ▲

            	
              DATE

            


    

    M0.00                                SYMBOL
      LIST, SPECIFICATIONS AND
      DRAWING                                                                                    
5/25/07

    INDEX

    M0.01                                MECHANICAL
      SCHEDULES                                                                                                                           
5/25/07

    M0.05                                MECHANICAL
      DETAILS                                                                                                                                 
5/25/07

    M0.10                                IECC
      COMPLIANCE
      CERTIFICATE                                                                                                                5/25/07

    M1.10                                MECHANICAL
      SITE
      PLAN                                                                                                                              
5/25/07

    M2.10                                FLEET
      BUILDING MECHANICAL PLAN5/25/07

    M2.40                                MECHANICAL
      GUARD SHACK
      PLAN                                                                                                           5/25/07

    


    


    Plumbing
      drawings by MSA Engineering Consultants, located at 7115 Amigo Street, Suite
      110,

    
      	
               

            	
              Las
                Vegas, NV

            


    

    
      	
              PLUMBING
                DRAWINGS

            
	
              SHEET
                #

            	
              DESCRIPTION

            	
              ▲

            	
              DATE

            


    

    P0.00                                SYMBOL
      LIST, SPECIFICATIONS AND
      DRAWING                                                                                       
5/25/07

    INDEX

    P0.01                                PLUMBING
      SCHEDULES                                                                                                                                   
5/25/07

    P0.05                                PLUMBING
      DETIALS                                                                                                                                       
  5/25/07

    P0.06                                PLUMBING
      DETAILS                                                                                                                                         
5/25/07

    P1.10                                PLUMBING
      SITE
      PLAN                                                                                                                                      5/25/07

    P1.40                                PLUMBING
      GUARD SHACK AND TYPICAL
      ICE                                                                                                                                                                                                                  5/25/07

    HOUSE
      PLAN

    P2.10                                PLUMBING
      PLAN                                                                                                                                             
 5/25/07

    P4.10                                PLUMBING
      ROOF
      PLAN                                                                                                                                  
5/25/07

    P5.00                                ENLARGED
      PLUMBING
      PLAN                                                                                                                        
5/25/07

    


    


    Electrical
      drawings by MSA Engineering Consultants, located at 7115 Amigo Street, Suite
      110,

    
      	
               

            	
              Las
                Vegas, NV

            


    

    
      	
              ELECTRICAL
                DRAWINGS

            
	
              SHEET
                #

            	
              DESCRIPTION

            	
              ▲

            	
              DATE

            


    

    E0.00                                SYMBOL
      LIST, SPECIFICATIONS AND
      DRAWING                                                                                     
5/25/07

    INDEX

    E0.01                                SINGLE
      LINE DIAGRAM, NOTES AND
      FEEDER                                                                                                                                                                                                         5/25/07

    SCHEDULE

    E0.02                                PANEL
      SCHEDULE                                                                                                                                           
5/25/07

    E0.03                                LIGHTING
      FIXTURES SCHEDULE
      AND                                                                                                        
5/25/07

    COMPLIANCE
      CERTIFICATION

    E0.04                                SINGLE
      LINE DIAGRAMS AND
      PANELS                                                                                                       5/25/07

    SCHEDULES

    E1.10                                SITE
      ELECTRIC
      PLAN                                                                                                                                     
 5/25/07

    E1.30A                      MOBILE
      SUBSTATION CANOPY
      ELECTRICITY                                                                                                  5/25/07

    PLAN

    
      	
              ELECTRICAL
                DRAWINGS

            
	
              SHEET
                #

            	
              DESCRIPTION

            	
              ▲

            	
              DATE

            


    

    E1.30B                      CANOPY
      ELECTRICAL
      PLAN                                                                                                                                
  5/25/07

    
      	
              E1.40

            	
              ELECTRICAL
                PLAN 0GUARD SHACK AND

            	
              5/25/07

            


    

    TYPICAL
      ICE HOUSE PLAN

    E2.10                                POWER
      PLAN                                                                                                                                                    
5/25/07

    E3.10                                LIGHTING
      PLAN                                                                                                                                               
5/25/07

    E4.10                                ROOF
      ELECTRICAL
      PLAN                                                                                                                              
5/25/07

    LV2.10                      SIGNAL
      PLAN                                                                                                                                                          
5/25/07

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “E-3”

    


    LIST
      OF PHASE 3 DOCUMENTS

    


    


    Job
      Name                                Job
      No:

    


    


    I.           Supplementary
      Conditions  (Reference Article 15.1.3), which are appended to the end
      of the General Conditions of the Contract.

    


    


    II.           Specifications  (Reference
      Article 15.1.4)

    Not
      Applicable

    


    III.           Drawings  (Reference
      Article 15.1.5)

    


    By:

    


    Sheet                                Title                                                                     Rev.
      Number                                
Date

    


    
      	
              ARCHITECTURAL

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    
      	
              STRUCTURAL

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    By

    


    Sheet                                Title                                                                     Rev.
      Number                                
Date

    


    
      	
              LANDSCAPING

            
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    IV.           Addenda  (Reference
      Article 15.1.6)

    Not
      Applicable

    


    V.             Project
      Manual - Nevada Power System Control Room dated October 30, 2006.

    



    
      
              

                   TI
            Nevada Power – BBP Bldg.
            5      
      

                  Page  of
            5 Job
            #1914      
      

                            DMWEST
            #6508805
            v12              
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “F”

    


    COST
      BREAKDOWN

    


    
      	
              Division
                Summary

            	
               

            
	 	 	
               

            
	
              SPEC.

            	
              DESCRIPTION

            	
               TOTAL

            
	
              Division
                01

            	
              General
                Requirements

            	
               

            
	
              01
                2100

            	
              Allowances
                -    specifications

            	
               

            
	
               

            	
                 Metal
                Storage Shelving (purchase and delivery)

            	
               

            
	
               

            	
                 Manuf.
                Metal Casework (purchase and delivery)

            	
               

            
	
               

            	
                 Bridge
                Cranes (purchase and delivery)

            	
               

            
	
               

            	
                 Finish
                Hardware (purchase and delivery)

            	
               

            
	
               

            	
                 Column
                Cladding

            	
               

            
	
              01
                5000

            	
              Temporary
                Facilities and Controls    in GC's

            	
               

            
	
              01
                5713

            	
              Temporary
                Erosion and Sediment Controls     in
                GC's

            	
               

            
	
              01
                5721

            	
              Indoor
                Air Quality Controls

            	
               

            
	
              01
                7419

            	
              Construction
                Waste Management and Disposal

            	
               

            
	
              01
                7800

            	
              Closeout
                Submittals

            	
               

            
	
              01
                7900

            	
              Demonstration
                and Training

            	
               

            
	
              01
                9114

            	
              General
                Commissioning Requirements

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                            596,636

            
	
              Division
                03

            	
              Concrete

            	
               

            
	
              03
                2000

            	
              Concrete
                Reinforcing

            	
               

            
	
              03
                3000

            	
              Cast-in-Place
                Concrete

            	
               

            
	
               

            	
              Ashford
                Concrete Floor Sealer

            	
               

            
	
               

            	
              Concrete
                Demolition

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                        2,334,660

            
	
              Division
                04

            	
              Masonry

            	
               

            
	
              04
                0511

            	
              Masonry
                Mortaring and Grouting

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                        3,161,971

            
	
              Division
                05

            	
              Metals

            	
               

            
	
              05
                1200

            	
              Structural
                Steel Framing, Joists and Decking

            	
               

            
	
              05
                5134

            	
              Aluminum
                Ladders

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                        3,290,059

            
	
              Division
                06

            	
              Wood,
                Plastics, and Composites

            	
               

            
	
              06
                1054

            	
              Wood
                Blocking and Curbing

            	
               

            
	
              06
                4100

            	
              Architectural
                Wood Casework

            	
               

            
	
              06
                8205

            	
              Fiberglass
                Reinforced Plastic Panels

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                            208,786

            
	
              Division
                07

            	
              Thermal
                and Moisture Protection

            	
               

            
	
              07
                1300

            	
              Sheet
                Waterproofing

            	
               

            
	
              07
                2100

            	
              Thermal
                Insulation

            	
               

            
	
              07
                5300

            	
              Elastomeric
                Membrane Roofing

            	
               

            
	
              07
                6200

            	
              Sheet
                Metal Flashing and Trim

            	
               

            
	
              07
                7234

            	
              Roof
                Hatches and Smoke Vents

            	
               

            
	
              07
                8400

            	
              Firestopping

            	
               

            
	
              07
                9005

            	
              Joint
                Sealers

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                            591,945

            
	
               

            	
               

            	
               

            
	
              Division
                08

            	
              Openings

            	
               

            
	
              08
                1113

            	
              Hollow
                Metal Doors and Frames,Wood Doors

            	
               

            
	
              08
                3100

            	
              Access
                Doors and Panels

            	
               

            
	
               

            	
              Cascade
                Coil Security Screen

            	
               

            
	
              08
                6200

            	
              Unit
                Skylights

            	
               

            
	
              08
                7100

            	
              Door
                Hardware in Div. 01

            	
               

            
	
              08
                8000

            	
              Glazing

            	
               

            
	
              08
                8010

            	
              Fire
                Rated
                Glazing         incld.

            	
               

            
	
              08
                8300

            	
              Mirrors   in
                Toilet Access.

            	
               

            
	
              08
                8420

            	
              Cellular
                Plastic Glazing   incld.

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                            533,995

            
	
              Division
                09

            	
              Finishes

            	
               

            
	
              09
                2116

            	
              Gypsum
                Board Assemblies

            	
               

            
	
              09
                5100

            	
              Acoustical
                Ceilings

            	
               

            
	
              09
                6500

            	
              Resilient
                Flooring,Carpet, Ceramic and Tile

            	
               

            
	
              09
                9000

            	
              Painting
                and Coating

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                        4,212,093

            
	
              Division
                10

            	
              Specialties

            	
               

            
	
              10
                1101

            	
              Visual
                Display Boards

            	
               

            
	
              10
                1200

            	
              Display
                Cases       incld.

            	
               

            
	
              10
                1424

            	
              Interior
                Signage     incld.

            	
               

            
	
              10
                1425

            	
              Exterior
                Signage

            	
               

            
	
              10
                2113.19

            	
              Plastic
                Toilet Compartments

            	
               

            
	
              10
                2800

            	
              Toilet,
                Bath, and Laundry Accessories

            	
               

            
	
              10
                4400

            	
              Fire
                Protection Specialties (fire extinguishers & cabinets)

            	
               

            
	
              10
                5100

            	
              Lockers

            	
               

            
	
              10
                5613

            	
              Metal
                Storage
                Shelving          in
                div. 01

            	
               

            
	
              10
                7500

            	
              Flagpoles

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                            306,052

            
	
              Division
                11

            	
              Equipment

            	
               

            
	
              11
                400

            	
              Food
                Service

            	
               

            
	
              11
                1100

            	
              Vehicle
                Service Equipment, Lifts & Bridge Crane

            	
               

            
	
              11
                3100

            	
              Residential
                Appliances

            	
               

            
	
              11
                5213

            	
              Projection
                Screens

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                        1,096,603

            
	
              Division
                12

            	
              Furnishings

            	
               

            
	
              12
                3600

            	
              Countertops

            	
               

            
	
              12
                4813

            	
              Entrance
                Floor Mats and Frames

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                            100,137

            
	
              Division
                14

            	
              Conveying
                Equipment

            	
               

            
	
              14
                1200

            	
              Electric
                Dumbwaiters

            	
               

            
	
              14
                2010

            	
              Passenger
                Elevator

            	
               

            
	
              14
                2705

            	
              Custom
                Elevator Cabs and Hoistway Doors

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                            342,641

            
	
              Division
                21

            	
              Fire
                Suppression

            	
               

            
	
              21
                1300

            	
              Fire
                Suppression Sprinkler System

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                        1,734,307

            
	
              Division
                22

            	
              Plumbing

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                        1,470,150

            
	
              Division
                23

            	
              Heating,
                Ventilating, and Air Conditioning (HVAC)

            	
               

            
	
              23
                0593

            	
              Testing,
                Adjusting and
                Balancing      incld.

            	
               

            
	
              23
                0900

            	
              HVAC
                Instrumentation and Controls   incld.

            	
               

            
	
               

            	
              HVAC
                Duct Cleaning

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                        6,703,884

            
	
              Division
                26

            	
              Electrical

            	
               

            
	
              26
                0519

            	
              Low-Voltage
                Electrical Power Conductors and
                Cables   incld.

            	
               

            
	
              26
                0536

            	
              Cable
                Trays for Electrical Systems    incld.

            	
               

            
	
              26
                0539

            	
              Underfloor
                Raceways for Electrical
                Systems    incld.

            	
               

            
	
              26
                0923

            	
              Lighting
                Control Devices    incld.

            	
               

            
	
              26
                0933

            	
              Central
                Dimming Controls    incld.

            	
               

            
	
              26
                2813

            	
              Fuses     incld.

            	
               

            
	
              26
                3213

            	
              Engine
                Generators   incld.

            	
               

            
	
               

            	
              Photovotaic

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                      14,226,622

            
	
              Division
                27

            	
              Communications

            	
               

            
	
               

            	
                  NO
                SPECIFICATION AVAILABLE    EXCLUDED

            	
               

            
	
              Division
                28

            	
              Electronic
                Safety and Security

            	
               

            
	
               

            	
                  NO
                SPECIFICATION AVAILABLE    EXCLUDED

            	
               

            
	 	
              Fire
                Alarm Systems

            	
                                         -

            
	 	
                                                                                                        SUB

            	
                            343,035

            
	
              Division
                31

            	
              Earthwork

            	
               

            
	
              31
                2200

            	
              Grading

            	
               

            
	
              31
                3116

            	
              Termite
                Control

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                            188,669

            
	
              Division
                32

            	
              Exterior
                Improvements

            	
               

            
	
              32
                1216

            	
              Asphalt
                Paving

            	
               

            
	
              32
                1313

            	
              Concrete
                Paving

            	
               

            
	
              32
                1723.13

            	
              Painted
                Pavement Markings

            	
               

            
	
              32
                3113

            	
              Chain
                Link Fences and Gates

            	
               

            
	
               

            	
              Landscaping
                & Irrigation

            	
               

            
	
               

            	
              Off
                site roadway concrete

            	
               

            
	
               

            	
              Plug

            	
               

            
	
               

            	
              Off
                site water

            	
               

            
	
               

            	
              Off
                site traffic

            	
               

            
	
               

            	
              Off
                site drainage

            	
               

            
	 	
              Off
                site street lights

            	
               

            
	
               

            	
                                                                                                        SUB

            	
                        3,975,330

            
	
              Division
                33

            	
              Utilities

            	
               

            
	
              33
                1116

            	
              Site
                Water Utility Distribution Piping

            	
               

            
	
              33
                3111

            	
              Site
                Sanitary Utility Sewerage Piping

            	
               

            
	
              33
                5111

            	
              Site
                Natural Gas Distribution

            	
                                         -

            
	
               

            	
                                                                                                        SUB

            	
                            279,329

            
	 	
              General
                Conditions

            	
                        1,098,557

            
	 	
                         SUB
                TOTAL

            	
                      46,795,460

            
	 	
              Contractors
                Fee @ 5 %

            	
                        2,339,773

            
	 	
                         SUB
                TOTAL

            	
                      49,135,233

            
	 	
              Liab.
                Insurance    @ .0092 %

            	
              452,044

            
	 	
                         TOTAL

            	
                      49,587,277

            
	 	
              Contingency
                @ 3%

            	
                        1,487,618

            
	 	
              Bond
                @ 2 %

            	
                        1,021,479

            
	 	
                                     GRAND
                TOTAL

            	
                      52,096,374

            
	 	 	
               

            
	 	 	
               

            
	 	 	
               

            
	 	 	
               

            
	 	
              Excludes:

            	
               

            
	 	
              Fees
                and permits.

            	
               

            
	 	
              All
                work in Systems Control Center (Phase 3 of the Work)

            	
               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      “G”

    


    PROJECT
      GENERAL CONDITIONS

    


    Project
      General Conditions refer to costs paid or expenses incurred by Contractor in
      behalf of the project including, but not necessarily limited to, the
      following:

    


    CONTRACTOR’S
      PERSONNEL AND JOB LABOR

    


    Preconstruction
      Administration

    Miscellaneous
      Preconstruction Expenses

    Project
      Managers, Construction Managers, Project Executives, Executive
      Assistants,

    
      	
               

            	
              expeditors,
                estimators, accounting and administrative personnel (for Project
                Time
                only)

            


    

    General
      Superintendents

    On-Site
      Assistant Project Manager

    On-Site
      Project Engineer

    On-Site
      Project Superintendent

    On-Site
      Assistant Project Superintendent

    On-Site
      Administrative Assistant

    Miscellaneous
      On-Site Job Labor

    On-Site
      Clean-Up Labor

    On-Site
      Safety Foreman

    On-Site
      Flagman

    On-Site
      Watchmen - Security Guards

    Payroll
      Taxes, Insurance and Benefits

    Travel
      Expenses

    Automobile
      and Truck Expenses

    Closeout,
      Punch List and Warranties

    


    TESTING,
      INSPECTIONS AND FIELD ENGINEERING

    


    Concrete
      and Rebar Inspection and Testing

    Masonry
      Inspection and Testing

    Structural
      Steel and Decking Inspection and Testing

    Welding
      Inspections

    Roofing
      Inspections

    Concrete
      Mix Designs

    Safety
      Consultants

    Grading
      and Compacting Inspection and Testing

    Other
      Testing or Inspections as required for the proper execution of the
      work

    County
      Inspector, including Benefits (if applicable)

    Survey
      and Layout

    Grade
      Staking

    Footing
      and Foundation Inspection and Testing (if applicable)

    As-Built
      Survey

    


    


    


    EQUIPMENT
      AND CLEAN-UP

    


    Miscellaneous
      Off-Loading Equipment (Fork Lift, etc.)

    Dust
      Control Equipment (Water Truck, etc.)

    Other
      Equipment as required for the proper execution of the work

    Bins

    Trash
      Chutes

    Dump
      Chargers

    Final
      Clean-Up

    Window
      Cleaning (if applicable)

    Cleaning
      Supplies

    Miscellaneous
      Small Tools

    


    TEMPORARY
      GENERAL EXPENSES FOR JOBSITE

    


    Office
      Rental

    Office
      Furniture Rental

    Toilets

    Complete
      Telephone Equipment and Monthly Cost

    Complete
      Fax Machine System and Monthly Cost

    Computer
      System and Associated Costs (but only those used at the site of the
      Work)

    Data
      Line
      and Monthly Cost

    Temporary
      Power and Monthly Cost

    Temporary
      Water and Monthly Cost

    Drinking
      Water

    Temporary
      Roads and Detours

    Barricades
      and Lights

    Fencing

    Project
      Signage

    Progress
      Schedule

    Intercom
      and Radios

    Plan
      Reproduction

    Safety
      Equipment, First Aid

    Perimeter,
      Open Floor Protection (if applicable)

    Temporary
      Stairs and Ladders (if applicable)

    Miscellaneous
      Small Tools

    Miscellaneous
      Supplies

    Other
      Miscellaneous Expenses

    Finished
      Work Protection

    Office
      Supplies

    Postage,
      Federal Express, UPS, etc.

    Copy
      Machine Rental

    Copy
      Paper and Service

    Security
      Lighting and Fencing

    


    The
      cost
      for the following work is not considered a part of General Conditions and is
      budgeted for in separate line item cost:

    Plan
      Checking and Permit Fees



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SUPPLEMENTARY
      CONDITIONS

     

    
      	
              1.  

            	
              INTENT

            


    

     

    
      	
              1.01  

            	
              These
                Supplementary Conditions amend and supplement the General Conditions
                attached as Exhibit “A” to the Agreement and other provisions of the
                Contract Documents as indicated, below.  All provisions which
                are not so amended or supplemented remain in full force and
                effect.

            


    

     

    
      	
              1.02  

            	
              The
                terms used in these Supplementary Conditions which are defined in
                the
                General Conditions have the meanings assigned to them in the General
                Conditions.

            


    

     

    
      	
              2.  

            	
              MODIFICATIONS
                TO AIA A201

            


    

     

    
      	
              2.01  

            	
              ARTICLE
                1.1 - BASIC DEFINITIONS

            


    

     

    
      	
              A.  

            	
              Add
                the following sentence:

            


    

     

    
      	
              1.  

            	
              1.1.1.  The
                Contract Documents executed in accordance with Subparagraph 1.5.1
                shall
                prevail in case of inconsistency with subsequent versions made through
                manipulatable electronic operations involving
                computers.

            


    

     

    
      	
              2.02  

            	
              ARTICLE
                1.2. - CORRELATION AND INTENT OF THE CONTRACT
                DOCUMENTS

            


    

     

    
      	
              A.  

            	
              Add
                the following clause:

            


    

     

    
      	
              1.  

            	
              1.2.1.1:  In
                the event of conflicts or discrepancies among the Contract Documents,
                interpretations will be based on the following
                priorities:

            


    

     

    
      	
              a.  

            	
              The
                Agreement.

            


    

     

    
      	
              b.  

            	
              Addenda,
                with those of later date having precedence over those of earlier
                date.

            


    

     

    
      	
              c.  

            	
              The
                Supplementary Conditions.

            


    

     

    
      	
              d.  

            	
              The
                General Conditions of the Contract for
                Construction.

            


    

     

    
      	
              e.  

            	
              Division
                1 of the Specifications.

            


    

     

    
      	
              f.  

            	
              Drawings
                and Division 2-16 of the Specifications (including all Project
                Manuals).

            


    

     

    
      	
              2.  

            	
              1.2.1.2:
                In the case of conflicts or discrepancies between the Drawings and
                Divisions 2-16 of the or within either Document not clarified by
                Addendum,
                the Architect will determine which takes precedence in accordance
                with
                Subparagraph 4.2.11.

            


    

     

    
      	
              2.03  

            	
              ARTICLE
                1.6-OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS
                OF
                SERVICE

            


    

     

    
      	
              A.  

            	
              Add
                the following subparagraph:

            


    

     

    
      	
              1.  

            	
              1.6.2:
                Contractor’s Use of Instruments of Service in Electronic
                Form.

            


    

     

    
      	
              a.  

            	
              1.6.2.1:  The
                Architect may, with the concurrence of the Owner, furnish to the
                Contractor versions of Instruments of Service in electronic
                form.  The Contract Documents executed or identified in
                accordance with Subparagraph 1.5.1 shall prevail in case of an
                inconsistency with subsequent versions made through manipulatable
                electronic means involving
                computers.

            


    

     

    
      	
              b.  

            	
              1.6.2.2:  The
                Contractor shall not transfer or reuse Instruments of Service in
                electronic or machine readable form without the prior written consent
                of
                the Architect.

            


    

     

    
      	
              2.04  

            	
              ARTICLE
                1.7 - COOPERATION

            


    

     

    
      	
              A.  

            	
              Add
                the following subparagraph:

            


    

     

    
      	
              1.  

            	
              1.7:  Representatives
                of the Owner, Contractor and Architect shall meet periodically at
                mutually
                agreed-upon intervals for the purpose of establishing procedures
                to
                facilitate cooperation, communication and timely responses among
                the
                participants.  By participating in this arrangement, the parties
                do not intend to create additional contractual obligations or modify
                the
                legal relationships which may otherwise
                exist.

            


    

     

    
      	
              2.05  

            	
              ARTICLE
                2.2 - INFORMATION AND SERVICES REQUIRED OF THE
                OWNER

            


    

     

    
      	
              A.  

            	
              Delete
                the subparagraph and substitute the
                following:

            


    

     

    
      	
              1.  

            	
              2.2.5:  The
                Contractor will be furnished, free of charge, 10 copies of Drawings
                and
                Project Manuals.  Additional sets will be furnished at the cost
                of reproduction, postage and
                handling.

            


    

     

    
      	
              2.06  

            	
              ARTICLE
                3.2 - REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY
                CONTRACTOR

            


    

     

    
      	
              A.  

            	
              Add
                the following subparagraph:

            


    

     

    
      	
              1.  

            	
              3.2.4:  The
                Owner shall be entitled to deduct from the Contract Sum amounts paid
                to
                the Architect for the Architect to evaluate and respond to the
                Contractor’s requests for information, where such information was
                available to the Contractor from a careful study and comparison of
                the
                Contract Documents, field conditions, other Owner-Provided information,
                Contractor-prepared coordination drawings, reference standards, prior
                Project correspondence or
                documentation.

            


    

     

    
      	
              2.07  

            	
              ARTICLE
                3.4 - LABOR AND MATERIALS

            


    

     

    
      	
              A.  

            	
              Delete
                the subparagraph 3.4.2 and substitute the
                following:

            


    

     

    
      	
              1.  

            	
              3.4.2:  After
                the Contract has been executed, the Owner and Architect will consider
                a
                formal request for the substitution of products in place of those
                specified only under the conditions set forth in the General Requirements
                (Division 1 of the Specifications).  Except in cases in which
                the original products are timely ordered but are unavailable, by
                making
                requests for substitution, the
                Contractor:

            


    

     

    
      	
              a.  

            	
              .1  represents
                that the Contractor has personally investigated the proposed substitute
                product and determined that it is equal or superior in all respects
                to
                that specified;

            


    

     

    
      	
              b.  

            	
              .2
                represents that the Contractor will provide the same warranty for
                the
                substitution that the Contractor would for that
                specified;

            


    

     

    
      	
              c.  

            	
              .3
                certifies that the cost data presented is complete and includes all
                related costs under this Contract except the Architect’s redesign costs,
                and waives all claims for additional costs related to the substitution
                which subsequently become apparent;
                and

            


    

     

    
      	
              d.  

            	
              .4
                will coordinate the installation of the accepted substitute, making
                such
                changes as may be required for the Work to be complete in all
                respects.

            


    

     

    
      	
              2.08  

            	
              ARTICLE
                3.7 - PERMITS, FEES AND
                NOTICES

            


    

     

    
      	
              A.  

            	
              Add
                the following sentence at the end of
                3.7.1:

            


    

     

    
      	
              1.  

            	
              3.7.1:  The
                Owner shall pay fees for public or private water, gas, electrical,
                and
                other utility extensions at the site.  The Contractor shall
                secure and arrange for all necessary utility
                connections.

            


    

     

    
      	
              2.09  

            	
              ARTICLE
                3.8 - ALLOWANCES

            


    

     

    
      	
              A.  

            	
              Delete
                the semicolon at the end of the clause 3.8.22 and add the
                following:

            


    

     

    
      	
              1.  

            	
              3.8.2.2:,
                except that if installation is included as part of an allowance in
                Division 1-16 of the Specifications, the installation and labor cost
                for
                greater or lesser quantities of Work shall be determined in accordance
                with Subparagraph 7.3.6;

            


    

     

    
      	
              2.10  

            	
              ARTICLE
                3.9 - SUPERINTENDENT

            


    

     

    
      	
              A.  

            	
              Add
                the following subparagraph 3.9.2:

            


    

     

    
      	
              1.  

            	
              3.9.2:  The
                Contractor shall employ a superintendent or an assistant to the
                superintendent who will perform as a coordinator for mechanical and
                electrical Work.  The coordinator shall be knowledgeable in
                mechanical and electrical systems and capable of reading, interpreting
                and
                coordinating Drawings, Specifications, and shop drawings pertaining
                to
                such systems.  The coordinator shall assist the Subcontractors
                in arranging space conditions to eliminate interference between the
                mechanical and electrical systems and other Work and shall supervise
                the
                preparation of coordination drawings documenting the spatial arrangements
                for such systems within restricted spaces.  The coordinator
                shall assist in planning and expediting the proper sequence of delivery
                of
                mechanical and electrical equipment to the
                site.

            


    

     

    
      	
              2.11  

            	
              ARTICLE
                4.3 - CLAIMS AND DISPUTES

            


    

     

    
      	
              A.  

            	
              Add
                the following clauses:

            


    

     

    
      	
              1.  

            	
              4.3.7.3:  Claims
                for Increase in the applicable Contract Time shall set forth in detail
                the
                circumstances that form the basis for the Claim, the date upon which
                each
                cause of delay began to affect the progress of the Work, the date
                upon
                which each cause of delay ceased to affect the progress of the Work
                and
                the number of days’ increase in the applicable Contract Time claimed as a
                consequence of each such cause of delay.  The Contractor shall
                provide such supporting documentation as the Owner may reasonably
                require
                including, where appropriate, a revised construction schedule indicating
                all the activities affected by the circumstances forming the basis
                of the
                Claim.

            


    

     

    
      	
              2.  

            	
              4.3.7.4:  The
                Contractor shall not be entitled to a separate increase in the applicable
                Contract Time for each one of the number of causes of delay which
                may have
                concurrent or interrelated effects on the progress of the Work, or
                for
                concurrent delays due to the fault of the
                Contractor.

            


    

     

    
      	
              B.  

            	
              Add
                the following sentence at the end of
                4.3.10:

            


    

     

    
      	
              1.  

            	
              4.3.10:  If
                before expiration of 30 days from the date of execution for this
                Agreement, the Owner obtains by separate agreement and furnishes
                to the
                Contractor a similar mutual waiver of all claims from the Architect
                against the Contractor for consequential damages which the Architect
                may
                incur as a result of any acts or omission of the Owner or Contractor,
                the
                waiver of consequential damages by the Owner and Contractor contained
                in
                this Subparagraph 4.3.10 shall be applicable to claims by the Contractor
                against the Architect.

            


    

     

    
      	
              2.12  

            	
              ARTICLE
                5.2 - AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR
                PORTIONS OF THE WORK

            


    

     

    
      	
              A.  

            	
              Add
                the following subparagraph:

            


    

     

    
      	
              1.  

            	
              5.2.1.1:  Unless
                otherwise stated in the Contract Documents or the bidding requirements,
                the Contractor, as soon as practicable after award of Contract, shall
                furnish in writing to the Owner through the Architect the names of
                persons
                or entities proposed as manufacturers, fabricators or material suppliers
                for the products, equipment and systems identified in the General
                Requirements (Division 1 of the Specifications) and, where applicable,
                the
                name of the installing
                Subcontractor.

            


    

     

    
      	
              2.13  

            	
              ARTICLE
                8.2 - PROGRESS AND
                COMPLETION

            


    

     

    
      	
              A.  

            	
              Add
                the following subparagraphs:

            


    

     

    
      	
              1.  

            	
              8.2.4:  The
                Contractor shall perform the Work in accordance with the schedules
                as well
                as within the dates specified in the Contract for Substantial and
                Final
                Completion of each Phase of the Work.  The time limits set forth
                in the Contract for Substantial Completion must govern, and the schedules
                must be adjusted to meet these
                dates.

            


    

     

    
      	
              2.  

            	
              8.2.5:  If
                the Work is not proceeding according to the applicable critical path
                schedule, the Contractor shall immediately notify the Owner in writing
                and
                prepare a Recovery Plan in accordance with the General Requirements
                (Division 1 of the Specifications).

            


    

     

    
      	
              3.  

            	
              8.2.6:  If
                the Work is persistently and repeatedly behind schedule and the Owner
                does
                not believe the proposed Recovery Plan is adequate, the Owner will
                notify
                the Contractor in writing that the progress of the Work is deemed
                unsatisfactory and the Owner may require the Contractor to staff
                such
                additional resources as Owner reasonably determines necessary to
                bring the
                Work on schedule with no increase in the Guaranteed Maximum
                Price.

            


    

     

    
      	
              4.  

            	
              8.2.7:  If
                the Contractor fails to take prompt and adequate corrective action
                within
                seven days upon receipt of Owner’s written notice under Paragraph 8.2.6
                the Owner may terminate the Contract in accordance with Article
                14.2.

            


    

     

    
      	
              2.14  

            	
              ARTICLE
                9.8 - SUBSTANTIAL
                COMPLETION

            


    

     

    
      	
              A.  

            	
              Delete
                the second sentence and substitute the
                following:

            


    

     

    
      	
              1.  

            	
              9.8.5:  Upon
                such acceptance and consent of surety, if any, the Owner shall make
                payment sufficient to increase the total payments to 100 percent
                of the
                Contract Sum, less such amounts as the Architect shall determine
                for
                incomplete Work and unsettled
                claims.

            


    

     

    
      	
              2.15  

            	
              ARTICLE
                10.2 - SAFETY OF PERSONS AND
                PROPERTY

            


    

     

    
      	
              A.  

            	
              Add
                the following subparagraph:

            


    

     

    
      	
              1.  

            	
              10.2.4.1:  When
                use or storage of explosives, or other hazardous materials, substances
                or
                equipment, or unusual methods are necessary for execution of the
                Work, the
                Contractor shall give the Owner reasonable advance
                notice.

            


    

     

    
      	
              2.16  

            	
              ARTICLE
                11.5 - PERFORMANCE BOND AND PAYMENT
                BOND

            


    

     

    
      	
              A.  

            	
              Add
                the following clause:

            


    

     

    
      	
              1.  

            	
              11.5.1.2:  The
                Contractor shall require the attorney-in-fact who executes the required,
                bonds on behalf of the surety to affix thereto a certified and current
                copy of the power of attorney.

            


    

     

    
      	
              2.17  

            	
              ARTICLE
                12.2 - CORRECTION OF WORK

            


    

     

    
      	
              A.  

            	
              Add
                the following clause:

            


    

     

    12.2.2.4:
      Upon request by the Owner and prior to the expiration of one year from the
      date
      of Substantial Completion, the Architect will conduct and the Contractor shall
      attend a meeting with the Owner to review the facility operations and
      performance.