EXHIBIT 10.1 

SIXTH AMENDMENT TO LEASE


     THIS SIXTH
AMENDMENT TO LEASE (“Sixth Amendment”) is made this 4th day of June,
2012 (the “Effective Date”), between DAVID D. BOHANNON ORGANIZATION, a
California corporation, herein referred to as "Landlord", and GERON CORPORATION,
a Delaware corporation, herein referred to as "Tenant". 

WITNESSETH: 

    
WHEREAS, Landlord and Tenant entered into a Lease entitled "Business Park
Lease” dated January 20, 1993, for certain demised premises located at 194-200
Constitution Drive, Menlo Park, California, as more particularly described in
said Lease, and 

    
WHEREAS, the Lease has been amended by a First Amendment to Lease dated
July 26, 1993, a Second Amendment to Lease dated February 22, 1994, a Third
Amendment to Lease dated March 25, 1996 a Fourth Amendment to Lease dated March
23, 2004, and a Fifth Amendment to Lease dated March 19, 2008 (the “Fifth
Amendment”) (the Lease, as previously amended by the foregoing amendments, is
herein referred to as the “Lease”), and 

    
WHEREAS, the Lease is scheduled to expire on July 31, 2012, and Landlord
and Tenant desire to make certain amendments to the Lease and extend the demised
term of the Lease, all as more particularly set out herein below. 

    
NOW, THEREFORE, in consideration of the covenants and conditions
contained herein, Landlord and Tenant agree to amend the Lease as follows:


    
1. The demised term of the Lease is hereby extended two (2) years
commencing August 1, 2012, and the demised term shall expire on July 31, 2014,
at 11:59 p.m. 

    
2. Effective as of the Effective Date, Section 1.3 of the Lease (Tenant’s
option to extend the demised term of the Lease), which was inserted into the
Lease in Section 5 of the Fifth Amendment, and Section
2.2 of the Lease, shall be deemed void and of
no further force or effect, as the parties have agreed to extend the demised
term of the Lease pursuant to the provisions of this Sixth Amendment.


Page 1 of 4 







     3. Base rent
payable pursuant to Section
2.1 of the Lease shall be payable during the
extended term as follows:

		Base Rent (NNN)		
		Per Square Foot		
	Period	Per Month	Total Per Month	Total Per Annum
	August 1, 2012 – July 31, 2013	$2.00	$34,704.00	$416,448.00
	August 1, 2013 – July 31, 2014	$2.06	$35,745.12	$428,941.44



     4. In addition
to the base rent set forth in Section
2.1 of the Lease, as revised hereinabove,
Tenant shall continue to pay all items of additional rent pursuant to the terms
of the Lease. 

    
5. Notwithstanding the terms and conditions of the Lease to the contrary,
the parties have agreed that Landlord and Tenant shall share the costs of
replacement of heating, ventilation and air conditioning (HVAC) equipment on the
demised premises as follows: Landlord has provided an estimate of the costs of
such HVAC equipment replacement and HVAC equipment repairs by Landlord’s vendor,
Acco Engineered Systems (“Acco”), as set forth on Schedule A hereto. Acco’s
report estimates HVAC equipment replacement costs (i.e., not including repair
and maintenance costs) totaling approximately $140,505.00. Landlord agrees that
HVAC equipment replacement costs shall be shared equally between Landlord and
Tenant, provided that Landlord’s total cost shall not exceed, in the aggregate,
the amount of Seventy Thousand Two Hundred Fifty Two and 50/100 Dollars
($70,252.50) (i.e., fifty percent (50%) of the estimated HVAC equipment
replacement costs). Tenant agrees that Tenant shall reimburse Landlord as and
when incurred for its fifty percent (50%) share of the HVAC equipment
replacement costs and one hundred percent (100%) of the actual remaining and
reasonable HVAC equipment replacement costs over and above the amount of One
Hundred Forty Thousand Five Hundred Five Dollars ($140,505.00). Such amounts,
together with any amounts for HVAC repair and maintenance costs, shall be
reimbursed from the 230 Deposit pursuant to Paragraph 6 below, and amounts in
excess of the 230 Deposit, if any, shall be reimbursed to Landlord within thirty
(30) days after Landlord’s written demand therefor, which shall include a copy
of the applicable vendor invoice for such costs. Subject to the preceding
sentence with respect to application of the 230 Deposit, costs of repair and
maintenance shall continue to be borne according to the terms of the Lease.
Landlord shall have the right to bill Tenant for its share of the HVAC equipment
replacement costs as described above, and the repair and maintenance costs
incurred in good faith, in installments when each such cost is incurred by
Landlord. Landlord agrees to provide Tenant with a copy of any reports, invoices
or other records provided by Acco concerning HVAC replacement and repairs.
Landlord shall notify Tenant in advance of any proposed HVAC replacement costs
not covered in Schedule A and will discuss any comments by Tenant with respect
thereto and, upon Tenant’s written request, Landlord shall obtain competitive
bids for any future HVAC replacement costs which are not covered in Schedule A
(but Landlord shall not be required to obtain competitive bids for HVAC repair
or maintenance costs). The parties agree to cooperate with one another in good faith to minimize the costs of any necessary repair,
replacement or maintenance of HVAC equipment on the demised premises.


Page 2 of 4 







     6.
Section 19.9 of the Lease shall be amended as follows: As of the Effective Date,
Landlord holds a security deposit in the amount of $24,247.96 with respect to
the demised premises (the "Lease Security Deposit"). In addition, Landlord holds
a security deposit in the amount of $212,095.29 (the "230 Deposit") with respect
to the premises located at 230 Constitution Drive, Menlo Park. In connection
with Tenant’s exit from the premises located at 230 Constitution Drive pursuant
to the terms and conditions of that certain Exit Agreement signed by the parties
of even date herewith (the “Exit Agreement”), the parties agree that any
remaining portion of the 230 Deposit, after such 230 Deposit has been applied to
the lease for the premises located at 230 Constitution Drive as set forth in the
Exit Agreement, shall be applied toward Tenant's reimbursement obligations for
the repair, maintenance and replacement of HVAC equipment conducted in
accordance with Paragraph 5 of this Sixth Amendment and the provisions of the
Lease at any time during the Term of the Lease. The balance of the 230 Deposit,
if any, shall be held in an interest bearing account or certificate of deposit
as an additional security deposit with respect to the demised premises
hereunder. The additional security deposit, plus interest, shall be refunded to
Tenant (subject to such security deposit or portion thereof being applied
pursuant to the provisions of Section
19.9 of the Lease) within thirty (30) days
after expiration of the Lease. 

    
7. During the demised term of the Lease as extended hereby and prior to
the expiration of the Lease, Tenant will make the demised premises available to
Landlord or Landlord’s agent, Green Environment, Inc., or other environmental
consultant chosen by Landlord (“GEI”), at times acceptable to GEI and Tenant
during regular business hours, and will cooperate with GEI in the conduct of an
environmental review. GEI will complete an environmental site assessment
consisting of: (1) review of available public records associated with the
tenancy on file at the City of Menlo Park Building Department, Menlo Park Fire
Protection District, West Bay Sanitary District, San Mateo County Health System,
Bay Area Air Quality Management District, and the Bureau of Radiological Health;
(2) interview of public agency staff (as needed) associated with Tenant's
operations on the demised premises; (3) inspection of the demised premises prior
to onset of move-out activities, accompanied by a representative of Tenant with
responsibility for environmental, health and safety; (4) review of the Lease
provisions associated with Tenant's obligations in regards to hazardous
materials and facility restoration upon vacating the demised premises; (5)
review of the Tenant's written closure plan with regards to hazardous materials
and hazardous wastes; (6) inspection of the demised premises upon Tenant's
completion of closure activities accompanied by a representative of Tenant with
responsibility for environmental, health and safety; and (7) review of the
Tenant's written closure report with regards to hazardous materials and
hazardous wastes. GEI’s site assessment will be documented in a written report
provided to Landlord and made promptly available to Tenant by Landlord. Nothing
contained in this Sixth Amendment shall affect Tenant's obligation to leave the
demised premises in the condition described in the Lease. 

    
8. It is understood and agreed that all other terms and conditions of the
Lease shall be and remain the same. Capitalized terms set forth herein shall
have the same meaning as in the Lease. If there is any conflict between the
provisions of this Sixth Amendment and the provisions of
the Lease, the provisions contained in this Sixth Amendment shall control.


Page 3 of 4 







     9. This Sixth
Amendment shall be construed under the laws of the State of California. If any provision of this Sixth Amendment, or
portion thereof, or the application thereof to any person or circumstances
shall, to any extent, be invalid or unenforceable, the remainder of this Sixth
Amendment shall not be affected thereby and each provision of this Sixth
Amendment shall be valid and enforceable to the fullest extent permitted by law.


    
IN WITNESS WHEREOF, the parties have executed this Sixth Amendment as of
the date first hereinabove written. 

	TENANT:	      	LANDLORD:
	GERON CORPORATION,		DAVID D. BOHANNON
	a Delaware corporation		ORGANIZATION,
			a California corporation
	 
	 
	By:   	/s/ Graham
    Cooper 		By:   	/s/ Scott
Bohannon
		Graham Cooper			Senior Vice President
		Chief Financial Officer		
		EVP, Business Development		
		 	By:	/s/ Ernest Lotti
  Jr.
				Secretary



Page 4 of 4 







Schedule A 

HVAC Repair/Replacement
Quote 

"EXHIBIT A"



	
       

       
	
	February 15, 2012
      
Robert Van
      Rooy
David D. Bohannon
      Organization 
Sixty
      31st Avenue 
San Mateo, CA 94403 
robert.vanrooy@ddbo.com



RE:
Geron 200 Constitution Drive – Due Diligence Report

Dear Robert,

We are complete with the HVAC equipment
inspection and report the following:

	
      Equipment
      List



	Type	Unit #	Make	Model #	Serial #	Tons	Year
	Package
      Unit	AC-1	Carrier	48DP012	N594097	10	1980
	Package
      Unit	AC-2	Carrier	48DP012	N594093	10	1980
	Package
      Unit	AC-3	Carrier	48BL006530	3284G20588	5	1984
	Package
      Unit	AC-4	Carrier	48LDT006510	4784G34824	5	1984
	Package
      Unit	AC-5	Carrier	48LD008500	4384G31612	7	1984
	Package
      Unit	AC-6	Trane	YC0120B3LOC	H421433120	10	1993
	Package
      Unit	AC-7	Trane	YCX024F1LOC	H46167647	2	1993
	Package
      Unit	AC-8	Carrier	48SS02404032	4495G80029	2	1995
	Package
      Unit	AC-9	Trane	YCC036F1LOB	N05365U1H	3	1998
	Package
      Unit	AC-A	Trane	BYC100G3LOD	B20143522D	8.5	1987
	Package
      Unit	AC-B	Trane	BYC100G3LOD	B20143481D	8.5	1987
	Heat
      Pump	HP-1	Carrier	38BQ008530	5089G05587	7.5	1989
	Air
      Handler	AH-1	Trane	N/A	N/A	15	N/A
	Air
      Handler	AH·A	Trane	CCDB14C90G	K87K33267	N/A	1987
	Air
      Handler	AH-C	Carrier	N/A	N/A	N/A	N/A
	Condensing Unit	CU-1	Trane	TIA180B300	R204R8RAH	15	2000
	Condensing Unit	CU-A	Trane	BTA240C300MB	B43198704	20	1987
	Condensing Unit	CU-C	Carrier	38AH044500	3496F24196	40	1996
	Boiler	B #1	Teledyne	HH0250CN12KBBBX	C06166672	250K	2006
			Laars			BTU	
	Boiler	B #2	Teledyne	HH1010EN09KBACK	C96H05864	1 Mill.	1996
			Laars			BTU	
	Dom. Wtr Htr	DWH #1	Teledyne	PW0050CN12KBACN	E05CG017C	N/A	2005
			Laars				
	Supply Fan	SF-12	American	SMB-8	F30292	N/A	N/A
			Fan				
	Supply Fan	SF-12	American	SMB-8	F30292	N/A	N/A
			Fan				
	Exhaust
      Fan	EF-1	Greenheck	SWB-20-30	93K07270	N/A	1993
	Exhaust
      Fan	EF-2	Greenheck	SWB-20-30	93K07271	N/A	1993
	Exhaust
      Fan	EF-3	Dayton	4C33A	N/A	N/A	N/A
	Exhaust
      Fan	EF-4	Dayton	3C401A	N/A	N/A	N/A
	Exhaust
      Fan	EF-5	Carnes	N/A	N/A	N/A	N/A
	Exhaust
      Fan	EF-6	N/A	N/A	N/A	N/A	N/A
	Exhaust
      Fan	EF-7	Greenheck	SWB-16-10CC	00H15260	N/A	2000




1











 

	Equipment List
      continued....


	Type	Unit #	Make	Model
    #	Serial
    #	Tons	Year
	Exhaust Fan	EF-8	Dayton	3C425B	N/A	N/A	N/A
	Exhaust Fan	EF-9	American	SMB-10	F-29757	N/A	N/A
			Fan				
	Exhaust Fan	EF-10	Dayton	4YC736	N/A	N/A	1993
	Exhaust Fan	EF-11	Dayton	4HX83A	N/A	N/A	N/A
	Exhaust Fan	EF-12	N/A	N/A	N/A	N/A	N/A
	Exhaust Fan	EF-13	Dayton	4YC67	N/A	N/A	N/A
	Exhaust Fan	EF-14	N/A	N/A	N/A	N/A	N/A
	Exhaust Fan	EF-15	Greenheck	SWB-20-50-CW	96H15577	N/A	1996
	Exhaust Fan	EF-16	Greenheck	SWB-20-50-CW	96H15578	N/A	1996
	Exhaust Fan	EF-17	Dayton	3C401A	N/A	N/A	N/A
	Exhaust Fan	EF-18	Acme	PF110-2	WH0881	N/A	N/A
	Exhaust Fan	EF-19	Acme	N/A	N/A	N/A	N/A
	Exhaust Fan	EF-A	Synder	4165001	N/A	N/A	N/A
	Exhaust Fan	EF-B	Synder	4165001	N/A	N/A	N/A
	Exhaust Fan	EF-C	Dayton	26797A	N/A	N/A	N/A
	Vacuum Pump	VP-1	Busch	N/A	U053203905	N/A	N/A
	Air Compressor	CDA-1	Quincy	N/A	84279	N/A	N/A
	Air Dryer	RAD-1	Zander	N/A	3179760001	N/A	N/A



Equipment
Report

	Unit #	AC – 1 (10
      ton System)
	General
      Condition	Poor (32 year old 10 ton
  Unit)
	Operation Status	Cooling: Operational
		Heating: Operational
	Recommendations	None
	Comments Regarding the
      Unit	An industry standard on HVAC equipment
      lifespan is 15-20 years. Bohannon units generally average longer life due
      to comprehensive maintenance. This unit is 32 years old and has
      been under a different vendors care for over 10 years. It would be prudent
      to budget for its replacement in the near future since service levels
      cannot be verified.
	“Budget” Price for Unit
      Replacement	$20,000.00



	Unit #	AC - 2
	General Condition	Poor (32 year old 10 ton Unit)
	Operation
      Status	Cooling: Operational
		Heating: Operational
	Recommendations	None
	Comments Regarding the
      Unit	An industry standard on HVAC equipment lifespan is 15-20
      years. Bohannon units generally average longer life due to comprehensive
      maintenance. This unit is 32 years old and has been under a
      different vendors care for over 10 years. It would be prudent to budget
      for its replacement in the near future since service levels cannot be
      verified.
	“Budget” Price for Unit
Replacement	$20,000.00



2












	Unit
      #	AC - 3
	General
      Condition	Extremely Poor (28 year old 5 ton
      unit)
	Operation Status	Cooling: Operational
		Heating: Inoperable
	Recommendations	      	1.) Replace the rotted out condensate
      pan.
			2.) Replace the failing shaft
      bearings.
			3.) Troubleshoot the inoperable heating
      mode and make recommendations for repair.
	Price for
      Repairs	$3,500.00 
	Comments Regarding the
      Unit	Due the age and
      extent of repairs needed for this unit, we highly recommend
      replacement.
	“Firm” Price for Unit
      Replacement	$9,875.00 (we
      will send a separate quote for
this)



	Unit
      #	AC - 4
	General
      Condition	Poor (28 year old 5 ton
      unit)
	Operation Status	Cooling:
  Operational
		Heating:
Operational
	Recommendations	      	1.) Clean the burner
  rack.
			2.) Remove the plugged suction drier
      and add refrigerant.
	Price for
      Repairs	$1,467.00 (including
      labor, material & tax)
	Comments Regarding the
      Unit	An industry standard on HVAC equipment
      lifespan is 15-20 years. Bohannon units generally average longer life due
      to comprehensive maintenance. This unit is 28 years old and
      has been under a different vendors care for over 10 years. It would be
      prudent to budget for its replacement in the near future since service
      levels cannot be verified.
	“Budget” Price for Unit
      Replacement	$11,500.00 (will need
      curb adapter)



	Unit
      #	AC - 5
	General
      Condition	(28 year old 7 ton unit)
	Operation Status	Cooling: Operational
		Heating: Operational
	Recommendations	      	1.) Replace the leaking second stage
      high pressure safeties.
			2.) Leak check the
    system.
			3.) Add 10# or R-22 to the
    unit.
	Price for
      Repairs	Not to Exceed: $1,675.00 (including labor, material &
      tax)
	Comments Regarding the
      Unit	An industry standard
      on HVAC equipment lifespan is 15-20 years. Bohannon units generally
      average longer life due to comprehensive maintenance. This unit
      is 28 years old and has been under a different vendors care
      for over 10 years. It would be prudent to budget for its replacement in
      the near future since service levels cannot be verified.
	“Budget” Price for Unit
      Replacement	$14,000.00



3












	Unit #	AC - 6
	General Condition	Fair (19
      years old)
	Operation
      Status	Cooling:
      Operational
		Heating:
      Operational
	Recommendations	       1.) Leak check and repair the refrigerant
      leak.
		       2.) Install head pressure controllers on both
      circuits.
	Price for Repairs	Not to Exceed: $1,975.00 (including labor, material &
      tax)
	Comments Regarding the Unit	Due
      to the age of this unit, we will pay close attention to it during the
      regular maintenance.



	Unit #	AC - 7
	General Condition	Fair (19
      years old)
	Operation
      Status	Cooling:
      Operational
		Heating:
      Operational
	Recommendations	None
	Comments Regarding the Unit	Due
      to the age of this unit, we will pay close attention to it during the
      regular maintenance.



	Unit #	AC - 8
	General Condition	Fair (17
      years old)
	Operation
      Status	Cooling:
      Operational
		Heating:
      Operational
	Recommendations	None
	Comments Regarding the Unit	Due
      to the age of this unit, we will pay close attention to it during the
      regular maintenance.



	Unit #	AC - 9
	General Condition	Good (14
      years old)
	Operation
      Status	Cooling:
      Operational
		Heating:
      Operational
	Recommendations	None



	Unit #	AC - A
	General Condition	Poor (25
      year old 8.5 ton Unit)
	Operation
      Status	Cooling:
      Operational
		Heating:
      Operational but not in use
	Recommendations	None
	Comments Regarding the Unit	An industry
      standard on HVAC equipment lifespan is 15-20 years. Bohannon units
      generally average longer life due to comprehensive maintenance. This unit
      is 25 years old and has been under a different vendors care
      for over 10 years. It would be prudent to budget for its replacement in
      the near future since service levels cannot be verified.
	“Budget” Price for Unit Replacement	$17,000.00



4











 

	Unit #	AC - B
	General Condition	Poor (25
      year old 8.5 ton Unit)
	Operation
      Status	Cooling:
      Operational
		Heating:
      Operational but not in use
	Recommendations	None
	Comments Regarding the Unit	An
      industry standard on HVAC equipment lifespan is 15-20 years. Bohannon
      units generally average longer life due to comprehensive maintenance. This
      unit is 25 years old and has been under a different vendors
      care for over 10 years. It would be prudent to budget for its replacement
      in the near future since service levels cannot be verified.
	Budget Price for Unit Replacement	$17,000.00




	Unit #	HP - 1
	General Condition	Poor (23 year old 7.5 ton Unit)
	Operation
      Status	Cooling:
      Operational
		Heating: Operational
	Recommendations	       1.) Leak check and repair the
      refrigerant leak.
	Repair Price	Not to Exceed: $1,750.00 (including labor, material &
      tax)
	Comments Regarding the Unit	An
      industry standard on HVAC equipment lifespan is 15-20 years. Bohannon
      units generally average longer life due to comprehensive maintenance. This
      unit is 23 years old and has been under a different vendors
      care for over 10 years. It would be prudent to budget for its replacement
      in the near future since service levels cannot be verified.
	Budget Price for Unit Replacement	$15,000.00



	Unit #	AH - 1
	General Condition	Fair
      (unknown)
	Operation
      Status	Cooling:
      Operational
		Heating:
      Operational
	Recommendations	       1.) Reinsulate the holding
      tank.
	Price for Repairs	$875.00
	Comments Regarding the Unit	None



	Unit #	AH - A
	General Condition	Fair (25
      years old)
	Operation
      Status	Cooling:
      Operational
		Heating:
      Operational
	Recommendations	None
	Comments Regarding the Unit	Due
      to the age of this unit, we will pay close attention to it during the
      regular maintenance.



5









 

	Unit #	AH - C
	General Condition	Fair
      (unknown)
	Operation
      Status	Cooling:
      Operational
		Heating:
      Operational
	Recommendations	None
	Comments Regarding the Unit	None



	Unit #	CU - 1
	General Condition	Good
	Operation Status	Operational
	Recommendations	None
	Comments Regarding the Unit	None



	Unit #	CU - A
	General Condition	Fair
	Operation Status	Operational
	Recommendations	None
	Comments Regarding the Unit	Due
      to the age of this unit, we will pay close attention to it during the
      regular maintenance.



	Unit #	CU - C
	General
      Condition	Poor (due to heavily
      deteriorated condenser coils) – 40 ton
      System
	Operation
      Status	Operational but with
      reduced capacity
	Recommendations	      	1.) Replace the failed
      condenser fan motor.
			2.) Replace the
      refrigerant, liquid line drier and oil due to moisture and contaminants in
      the system.
			3.) Note: The condenser
      coils are heavily deteriorated and are
      disintegrating. The unit is operational but at a reduced capacity (see
      below for condenser coil replacement price).
	Price for
      Repairs	$3,875.00
	Comments
      Regarding the Unit	We are recommending the
      replacement of all four (4) condenser coils. The replacement project will
      also include miscellaneous hardware, welding, nitrogen, etc as well as
      crane rigging costs.
	Price for
      Condenser Coil Replacement	$16,130.00



	Unit #	B - 1
	General Condition	Good
	Operation Status	Heating:
      Operational
	Recommendations	       1.) Clean the burner
      racks.
	Price for Repairs	$730.00
	Comments Regarding the Unit	None




6










 

	Unit #	B - 2
	General Condition	Good
	Operation Status	Heating:
      Operational
	Recommendations	       1.) Clean the burner
      racks.
	Price for Repairs	$730.00
	Comments Regarding the Unit	None



	Unit
      #	DWH -
      1
	General
      Condition	Good
	Operation
      Status	Operational
	Recommendations	       1.) Replace the failing
      ignition module.
	Price for
      Repairs	$575.00
	Comments
      Regarding the Unit	None



	Unit #	SF - 12
	General Condition	Good
	Operation Status	Operational
	Recommendations	None
	Comments Regarding the Unit	None



	Unit #	EF’s – 1thru 8, 10 thru 19 and A, B
      &
      C
	General Condition	Good
	Operation Status	Operational
	Recommendations	None
	Comments Regarding the Unit	None



	Unit
      #	EF - 9
	General
      Condition	Good
	Operation
      Status	Operational
	Recommendations	       	1.) 	Repair
      the ductwork that was previously repaired with
plastic.
	Price for
      Repairs	$585.00
	Comments
      Regarding the Unit	None



	Unit #	VP - 1
	General Condition	Good
	Operation Status	Operational
	Recommendations	None
	Comments Regarding the Unit	None



7










 

	Unit #	CDA - 1
	General Condition	Good
	Operation Status	Operational
	Recommendations	None
	Comments Regarding the Unit	None



	Unit #	RAD - 1
	General Condition	Good
	Operation Status	Operational
	Recommendations	None
	Comments Regarding the Unit	None



Robert, hopefully you find this report helpful. If you would like us to
proceed with any of the above recommendations, please make your selection below
and sign and return a copy of this proposal. Thank you for this opportunity to
serve you and don’t hesitate to call if you have any questions.

Sincerely,


		
          ACCO Engineered Systems,
      Inc.





Dave Manza 
Project
Manager 
dmanza@accoservice.com
Fax (510) 347-1318 
Cell
(408) 592-8846

Selection

	Repair Recommendations				
	Unit #	      	Cost	      	    Approved   
      
	 
      AC 3		$	3,500.00		 
	 
      AC 4		$	1,467.00	 	
	 
      AC 5		$	1,675.00		
	 
      AC 6		$	1,975.00		
	 
      HP 1		$	1,750.00		
	 
      AH 1		$	875.00		
	 
      CU C (regular recs)	 	$	3,875.00		
	 
      CU C (condenser coil replacement)		$	16,130.00		
	  B 1		$	730.00		
	  B 2		$	730.00		
	 
      DWH 1		$	575.00		
	 
      EF 9		$	585.00		



	Unit Replacement Recommendations				
	Unit #	      	Cost	      	    Approved   
      
	 
      AC 3		$   	9,875.00		 



	Note:  
      	
      These
      recommendations were priced out as separate repairs. If
      all approved, we will consolidate them and you will save on labor and
      mobilization costs




8











		
      Terms and
      Conditions 
	
      





	1.		All work shall be
      performed during normal working hours unless otherwise stated
      herein.
	2.		ACCO Engineered Systems
      agrees to maintain in full force and effect a Workmen’s Compensation
      Insurance policy and a Comprehensive Liability Insurance policy in
      substantial amounts to protect all parties to this agreement, furnishing
      certificates of insurance, if required by Buyer.
	3.	      	Buyer shall prepare the
      premises to permit free movement and erection of materials, providing
      necessary openings, supports, cutting, patching, necessary public utility
      and steam services, and pay all fees in accordance with codes and
      ordinances unless otherwise indicated in this Bid Contract.
	4.		In the event that the
      Seller encounters any asbestos product or material in the course of
      performing its work, the Seller shall have the right to immediately
      discontinue its work and remove its employees from the project, or that
      portion of the project wherein such product or materials were encountered,
      until such time as any hazards connected therewith are abated,
      encapsulated or removed and/or it is determined that no hazard exists;
      further, Seller shall receive an extension of time to complete its work
      and compensation for delays encountered and compensation for any change in
      the sequence of method or its work occasioned as a consequence of said
      encounter.
	5.		ACCO Engineered Systems
      extends manufacturer’s standard warranties on all new equipment, misuse or
      abuse excepted, for a period not to exceed one year from date of first
      beneficial use, which shall be defined as the Start-up Date. ACCO
      Engineered Systems guarantees most, but not all, repaired materials, parts
      and labor for a period of ninety (90) days from the date of first
      beneficial use. There are no warranties, expressed or implied, other than
      the above unless so noted herein.
			Seller shall not be
      liable for any consequential damages including, but not limited to,
      liquidated damages, loss of rent, interest expense, extended overhead or
      any other delay damages of any kind, nature or description. It is
      expressly understood and agreed that the only liability of Seller is to
      replace defective workmanship or material as herein above set
    forth.
	6.		ACCO Engineered Systems
      will not replace any refrigerant loss caused by defects in the equipment,
      material, parts, or workmanship furnished under this contract. Replacement
      of refrigerant due to failure or defects of items furnished by Seller is
      not included as a part of this agreement.
	7.		ACCO Engineered Systems
      shall not be liable for the corrosive or erasive action of liquids and/or
      gases upon the equipment specified and no part of such equipment shall be
      deemed defective by reason of its failure to resist physical or
      chemical action of such elements or items upon such
equipment.
	8.		This agreement shall not
      be binding until duly accepted by an authorized officer of ACCO Engineered
      Systems No person has authority to make or claim any representation,
      warranty, term, promise, or condition, expressed or implied, statutory or
      otherwise, which is not expressed herein. This agreement constitutes the
      entire agreement between the parties and supersedes and revokes any
      previous agreement, written or oral, with respect to the labor and
      equipment covered hereby and may not be amended or modified except in
      writing executed by the parties hereto.
	9.		Under no circumstances
      shall the liability of Seller arising out of the sale or erection of the
      equipment hereunder, or arising out of its use, whether on warranties or
      otherwise, in any case exceed the lesser of the following: (a) Cost of
      correcting defects in the equipment or workmanship; or (b) the difference
      in value between the installation as installed and the cost of the
      original installation thereof, if installed strictly as in the contract
      documents set forth. And in no event shall any claims be made by either
      party against the other for consequential damages.
	10.		The Seller shall not be
      bound by any plans and specifications or conditions, existing or
      otherwise, that have not been presented to or delivered to it for the
      purpose of submitting this bid, nor shall the Seller be bound by any city
      ordinances, State laws or other governmental regulations not in effect at
      the time of submitting this bid, or which had become obsolete and which no
      longer was enforced by such public body enacting the same.
	11.		The Seller shall be
      excused for any delay in completion of this Bid Contract caused by acts of
      God, including but not limited to, wind, rain, flood, storm, landslide,
      subsidence and earthquake; acts of neglect of owner or architect or by any
      employee or agent of either; acts of neglect of separate contractors
      employed by owner; acts of public utilities or governmental or public
      bodies or their agents; material shortages; labor trouble, labor
      slowdowns; strikes; union activity causing a reduction in productivity;
      fire; casualty; delay in transportation; changes ordered in the work;
      failure of Buyer to make payments to Seller as required under this Bid
      Contract, or other causes beyond the reasonable control of Seller, any of
      which shall automatically entitle Seller to reasonable or necessary
      extensions of the completion date of the work and to an equitable
      adjustment of the contract price to compensate Seller for all costs and
      expenses of additional labor, service, equipment or material and extended
      overhead resulting from any such delay.
If any of the materials specified are not
      readily available, the Seller may substitute equally efficient materials
      or fixtures of generally similar character in lieu of the equipment,
      materials or fixtures specified, and it shall allow any differential
      between the original cost of the materials specified and the materials
      furnished.
In the event of inability to obtain labor at union scale or
      without paying a premium above such scale, Seller may delay performance
      until same shall be obtainable without premium payment or at the option of
      the Buyer the latter may require the use of materials or labor requiring
      the payment of such excess cost, but upon condition that the Buyer shall
      pay such excess

	12.		No additional work will
      be performed unless it is authorized in writing by the Buyer. If the Buyer
      refuses to sign a written work authorization or change order for the extra
      work. Seller reserves the right to refuse to perform the extra
    work.
	13.		Should either party
      hereto bring suit in court to enforce the terms hereof, any judgment
      awarded shall include court costs and reasonable attorney’s fees to the
      successful party.
	14.		Seller assumes no
      responsibility for the design on those jobs where Seller prepares working
      or shop drawings from designs furnished by others. Seller assumes no
      responsibility whatsoever for design or operative end result under any
      contract unless there is affirmatively stated on the obverse side of this
      Bid Contract, a direct undertaking on Seller’s part so to do.
	15.		Seller may suspend
      further performance under this Bid Contract upon three (3) days written
      notice to the Buyer in the event the Buyer is in breach of this Bid
      Contract for breach other than non-payment. Notice need not be given if
      work is suspended due to non-payment or due to the failure of the Buyer to
      pay for change orders as provided herein. In the event Seller elects to
      suspend performance, Seller shall be entitled to remobilization costs,
      including profit and overhead, upon the Buyer bringing payments current or
      issuing proper change orders for extra work. Such costs will equal actual
      losses sustained by Seller in terminating and restarting
work.
	16.		This contract is entered
      into upon the understanding that in the prosecution of any work herein
      specified Seller will be allowed sufficient time for the performance of
      said work on the basis of a normal eight-hour day, and in the event that
      Buyer or any subcontractor require Seller to perform such labor on an
      overtime basis, then such additional expense of every kind and character
      as Seller may be required to incur on account of said overtime labor,
      shall constitute an additional charge herein.
	17.		It is agreed that Buyer
      is to provide without cost to Seller, proper hoisting conveyances and
      scaffolding (including the use of engineer) at times so as to not delay
      Seller’s part of the work, unless otherwise indicated in this
      proposal.
	18.		Any loss or damage to
      Seller’s work, materials or equipment occurring at the site of the project
      occasioned by fire, flood, earthquake, windstorm, riot or civil commotion
      shall be protected by Builders Risk Insurance procured by the contractor
      or owner without cost to Seller and Seller shall receive a proportionate
      share of the amount of any payment loss under any such policy or
      policies according as Seller’s interest may appear.
	19.		Notwithstanding any
      provision in the plans, specifications, contract between prime contractor
      and owner, general conditions, or any contract documents executed by and
      between contractor and owner having to do with the subject now stated,
      Seller shall not be liable for the cost of correcting defects occasioned
      by the acts or omissions of employees of other subcontractors, the prime
      contractor, owner or any segregated contractor, to work performed by
      Seller. Before Seller proceeds with any corrective work to repair such
      damage, the prime contractor, or other person contracting with Seller in
      this Bid Contract, shall give Seller an unqualified instruction to proceed
      with the work upon their responsibility to compensate Seller therefor as
      an extra.
	20.		The Seller expressly
      reserves the right to assign all or any portion of its rights and/or
      duties under this Bid Contract with or without notice to the Buyer
      herein.
	21.		In the event of a
      conflict between the terms and conditions of this Bid Contract and terms
      and conditions stated in the plans and specifications, or any other
      contract document, including the prime contract between owner and prime
      contractor, the terms of this Bid Contract shall govern.
	22.		If, in Seller’s opinion,
      Buyer’s credit becomes impaired, Seller may, at its option, suspend work
      and deliveries under this contract until it has received full settlement
      or security for services rendered and is satisfied as to Buyer’s credit
      for further shipments. If Buyer fails or refuses to make such payment, or
      give such security, then the full amount due under this contract at such
      time, for labor and material and/or equipment furnished shall immediately
      become due and payable and Seller shall have the right and the option to
      terminate this agreement. In the event that a suspension of this contract
      is required because of Buyer’s doubtful credit, an extension of the time
      fixed for the performance of this contract equal to the time of such
      suspension, shall automatically occur. If legal action is filed to effect
      collection of any sums due hereunder, Seller shall be entitled to
      reasonable attorney fees in addition to all other damages found to be due
      hereunder.


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