Document A102TM – 2007



  


Standard Form of Agreement Between Owner and Contractor
where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price 


	 	 	 
	AGREEMENT made as of the 22nd day of September in the year 2015

 (In words, indicate day, month and year.)	 	

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text.



This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.



This document is not intended for use in competitive bidding.



AIA Document A201 TM–2007, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified.
	 	 
	BETWEEN the Owner:

 (Name, legal status, address and other information)	 
	 	 
	Aqua Metals Reno, Inc.

 1010 Atlantic Avenue

 Alameda, California 94501	 
	 	 
	and the Contractor:

 (Name, legal status, address and other information)	 
	 	 
	Miles Construction

 61 Industrial Parkway

 Carson City, Nevada 89706	 
	 	 
	for the following Project:

 (Name, location and detailed description)	 
	 	 
	Aqua Metals Reno

 2500 Peru Drive

 Reno, Nevada 89434	 
	 	 
	The Architect:

 (Name, legal status, address and other information)	 
	 	 
	Tectonics Design Group

 10451 Double R Blvd.

 Reno, Nevada 89521	 
	

The Owner and Contractor agree as follows.	 
	 	 
	In
general, Owner shall administer the Contract with the assistance of Architect when requested by Owner, and Architect shall provide
support to Owner and shall be responsible for Change Orders, Drawings and Specifications and other documents drafted by Architect.
To the extent there are inconstancies with the foregoing in this Agreement, later provisions of this Agreement shall be interpreted
in light of the foregoing. 
	 





	 	 	 	 
	Init.

    

    /	AIA Document A102TM – 2007 (formerly A111TM – 1997).
    Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
    Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
    International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it,
    may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
    document was produced by AIA software at 10:08:46 on 09/25/2015 under Order No.3020359096_1 which expires on 06/20/2016, and
    is not for resale.	1
	 	User Notes:	(1498564921)     



	 


 


    	 



    	 



    
 

TABLE OF ARTICLES 


	 	 
	1	THE CONTRACT DOCUMENTS
	 	 
	2	THE WORK OF THIS CONTRACT
	 	 
	3	RELATIONSHIP OF THE PARTIES
	 	 
	4	DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
	 	 
	5	CONTRACT SUM
	 	 
	6	CHANGES IN THE WORK
	 	 
	7	COSTS TO BE REIMBURSED
	 	 
	8	COSTS NOT TO BE REIMBURSED
	 	 
	9	DISCOUNTS, REBATES AND REFUNDS
	 	 
	10	SUBCONTRACTS AND OTHER AGREEMENTS
	 	 
	11	ACCOUNTING RECORDS
	 	 
	12	PAYMENTS
	 	 
	13	DISPUTE RESOLUTION
	 	 
	14	TERMINATION OR SUSPENSION
	 	 
	15	MISCELLANEOUS PROVISIONS
	 	 
	16	ENUMERATION OF CONTRACT DOCUMENTS
	 	 
	17	INSURANCE AND BONDS


 

ARTICLE 1     THE CONTRACT DOCUMENTS 


The Contract Documents consist of this Agreement, Conditions
of the Contract (General, Supplementary and other Conditions), Drawings and Specifications, listed on Exhibit C other documents
listed in this Agreement and Modifications issued after execution of this Agreement, all of which 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.
If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall
govern.


 


The parties hereto acknowledge and agree that this Project
is being built on a “fast track” basis. Specifically, as of the time of the Commencement of Construction and execution
of the Agreement, Owner has not yet completed the plans and specifications for the Project. Further, the parties agree that there
are several material outstanding design issues (including, but not limited to, the applications of certain building codes and
requirements – such as fire codes and requirements) that have not been finalized. The parties acknowledge and agree that the Guaranteed
Maximum Price (“GMP”) and the proposed Construction Schedule are based on the current set of incomplete plans and
specifications. The parties hereby acknowledge and agree that the current GMP, Construction Schedule, and Completion Date are
based on the current set of incomplete plans and specifications and that if there are any material changes to the plans and specifications
or delays in finalizing the plans and specifications, the parties will, in good faith, negotiate commensurate applicable modifications
to the GMP, Construction Schedule, Completion Date, and other applicable Contract Document requirements. 



	 	 	 	 
	Init.

    

    /	AIA Document A102TM – 2007 (formerly A111TM – 1997).
    Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
    Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
    International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it,
    may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
    document was produced by AIA software at 10:08:46 on 09/25/2015 under Order No.3020359096_1 which expires on 06/20/2016, and
    is not for resale.	2
	 	User Notes:	(1498564921)     



	 



 


    	 



    	 



    
 


Notwithstanding the foregoing, Contractor acknowledges that
Owner intends for the Contract Sum not to exceed the GMP and efforts to finalize the plans and specifications shall be made so
that the GMP is not increased. Contractor should expect that to the extent certain portions of the final plans and specifications
result in greater line items costs than currently budgeted, Owner will be making changes in other line items to reduce costs on
other aspects of the Project so as not to exceed the GMP. Contractor shall work with Owner to maintain the GMP.


 


ARTICLE 2     THE WORK OF THIS CONTRACT 


The Contractor shall fully execute the Work described in the
Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others.


 


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 the Work shall
be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice
to proceed issued by the Owner.


(Insert the date of commencement, if it differs from the date of this Agreement or, if applicable,
state that the date will be fixed in a notice to proceed.)


 


August 15, 2015.


 


If, prior to commencement of the Work, the Owner requires time
to file mortgages and other security interests, the Owner’s time requirement shall be as follows:


 


N/A


 


§ 4.2 The Contract Time shall be measured from the
date of commencement.


 


§ 4.3 The Contractor shall achieve Substantial
Completion of the entire Work not later than (     ) days from the date of commencement, or as follows: 


(Insert number of calendar days. Alternatively, a calendar
date may be used when coordinated with the date of commencement. If appropriate, insert requirements for earlier Substantial Completion
of certain portions of the Work.)


 


Anticipated construction time frame of 8 months, a detailed
construction schedule to be provided within 10 working days of the completed construction documents.


 


          Portion
of Work                                        Substantial
Completion date


 


, subject to adjustments of this Contract Time as provided in
the Contract Documents.


 


(Insert provisions, if any, for liquidated damages relating
to failure to achieve Substantial Completion on time, or for bonus payments for early completion of the Work.)


 


N/A


 


ARTICLE 5     CONTRACT SUM 


§ 5.1 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. 


	 	 	 	 
	Init.

    

    /	AIA Document A102TM – 2007 (formerly A111TM – 1997).
    Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
    Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
    International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it,
    may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
    document was produced by AIA software at 10:08:46 on 09/25/2015 under Order No.3020359096_1 which expires on 06/20/2016, and
    is not for resale.	3
	 	User Notes:	(1498564921)     



	 




 


    	 



    	 



    
 


§ 5.1.1 The Contractor’s Fee: 


(State a lump sum, percentage of Cost of the Work or other
provision for determining the Contractor’s Fee.)


 


Lump sum overhead $388,934.00, Lump sum fee $486,168.00, Percentage
of cost of the work 0.9% general liability insurance


 


§ 5.1.2 The method of adjustment of the Contractor’s
Fee for changes in the Work:


 


Percentage of Cost of the Work – 6.75% plus general liability insurance 0.9%


 


§ 5.1.3 Limitations, if any, on a Subcontractor’s
overhead and profit for increases in the cost of its portion of the Work:


 


N/A


 


§ 5.1.4 Rental rates for Contractor-owned equipment
shall not exceed one hundred percent (100%) of the standard rate paid at the place of the Project.


 


§ 5.1.5 Unit prices, if any: 


(Identify and state the unit price; state the quantity limitations,
if any, to which the unit price will be applicable.) 


	 	 	 
	Item	Units and Limitations                    	Price Per Unit ($0.00) 
	N/A	 	 


 

§ 5.2 GUARANTEED MAXIMUM PRICE 


§ 5.2.1 The Contract Sum is guaranteed by the Contractor
not to exceed Thirteen million nine hundred sixty four thousand one hundred thirty four dollars and 00/100 ($ 13,964,134.00),
subject to additions and deductions by Change Order as provided in the Contract Documents. Such maximum sum is referred to in
the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall
be paid by the Contractor without reimbursement by the Owner. 


(Insert specific provisions if the Contractor is to participate
in any savings.)


 


Exhibit ‘B’ – Cost Breakdown 


An estimated cost breakdown is attached hereto as Exhibit B.
Such cost breakdown is being provided for information purposes only. This is not a line item GMP contract and the individual line
items in the Cost Breakdown do not constitute GMPs for each line items.


 


§ 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: 


(State the numbers or other identification of accepted alternates.
If bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach
a schedule of such other alternates showing the amount for each and the date when the amount expires.)


 


N/A


 


§ 5.2.3 Allowances included in the Guaranteed Maximum
Price, if any: 

(Identify allowance and state exclusions, if any, from the allowance price.) 


	 	 	 
	Item	 	Price	 
	1.	 	Masonry Separation Walls
	2.	 	Fire Brick at Kettles
	3.	 	Green Wall and Sustainable Features
	4.	 	Construction Contingency
	5.	 	CMU Wainscot
	6.	 	CMU Bearing Walls
	7.	 	CMU Separation Walls - Allowance
	8.	 	Fire Brick - Allowance



	 	 	 	 
	Init.

    

    /	AIA Document A102TM – 2007 (formerly A111TM – 1997).
    Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
    Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
    International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it,
    may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
    document was produced by AIA software at 10:08:46 on 09/25/2015 under Order No.3020359096_1 which expires on 06/20/2016, and
    is not for resale.	4
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§ 5.2.4 Assumptions, if any, on which the Guaranteed
Maximum Price is based:


 


Exhibit ‘A’ – Qualifications and Exclusions


 


§ 5.2.5 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 A201–2007, General
Conditions of the Contract for Construction.


 


§ 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 A201–2007 and the term “costs” as used in Section 7.3.7 of AIA Document
A201–2007 shall have the meanings assigned to them in AIA Document A201–2007 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
A201–2007 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term “fee” shall mean the
Contractor’s Fee as defined in Section 5.1.1 of this Agreement.


 


§ 6.4 If no specific provision is made in Article
5 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 Article 5 will cause substantial inequity to the Owner or Contractor,
the Contractor’s Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work,
and the Guaranteed Maximum Price shall be adjusted accordingly.


 


ARTICLE 7     COSTS TO BE REIMBURSED 


§ 7.1 COST OF THE WORK 


§ 7.1.1 The term Cost of the Work shall mean costs
necessarily incurred by the Contractor in the proper performance of the Work. Such costs shall be at rates not higher than the
standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items
set forth in this Article 7.


 


§ 7.1.2 Where any cost is subject to the Owner’s
prior approval, the Contractor shall obtain this approval prior to incurring the cost. The parties shall endeavor to identify any
such costs prior to executing this Agreement.


 


§ 7.2 LABOR COSTS 


§ 7.2.1 Wages of construction workers directly employed
by the Contractor to perform the construction of the Work at the site or, with the Owner’s prior approval, at off-site workshops.


 


§ 7.2.2 Wages or salaries of the Contractor’s
supervisory and administrative personnel when stationed at the site with the Owner’s prior approval. 


(If it is intended that the wages or salaries of certain
personnel stationed at the Contractor’s principal or other offices shall be included in the Cost of the Work, identify in
Article 15, the personnel to be included, whether for all or only part of their time, and the rates at which their time will be
charged to the Work.)


 


§ 7.2.3 Wages and salaries of the Contractor’s
supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation
of materials or equipment required for the Work, but only for that portion of their time required for the Work. 


	 	 	 	 
	Init.

    

    /	AIA Document A102TM – 2007 (formerly A111TM – 1997).
    Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
    Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
    International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it,
    may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
    document was produced by AIA software at 10:08:46 on 09/25/2015 under Order No.3020359096_1 which expires on 06/20/2016, and
    is not for resale.	5
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§ 7.2.4
Costs paid or incurred by the Contractor for taxes, insurance, contributions, assessments and benefits required by law
or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical
and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost
of the Work under Sections 7.2.1 through 7.2.3.


 


§ 7.2.5 Bonuses, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired by the
Contractor or paid to any Subcontractor or vendor, with the Owner’s prior approval.


 


§ 7.3 SUBCONTRACT COSTS


Payments made by the Contractor to Subcontractors in accordance
with the requirements of the subcontracts.


 


§ 7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED
IN THE COMPLETED CONSTRUCTION


§ 7.4.1 Costs, including transportation
and storage, of materials and equipment incorporated or to be incorporated in the completed construction.


 


§ 7.4.2 Costs
of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable
waste and spoilage. Unused excess materials, if any, shall become the Owner’s property at the completion of the Work or,
at the Owner’s option, shall be sold by the Contractor. Any amounts realized from such sales shall be credited to
the Owner as a deduction from the Cost of the Work.


 


§ 7.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY
FACILITIES AND RELATED ITEMS 


§ 7.5.1 Costs of transportation, storage, installation,
maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily
owned by construction workers that are provided by the Contractor at the site and fully consumed
in the performance of the Work. Costs of materials, supplies, temporary facilities,
machinery, equipment and tools that are not fully consumed shall be based on the cost or value of the item at the time it is first
used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully
consumed by the Contractor shall mean fair market value.


 


§ 7.5.2 Rental charges for temporary facilities,
machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Contractor at the site
and costs of transportation, installation, minor repairs, dismantling and removal. The total rental cost of any Contractor-owned
item may not exceed the purchase price of any comparable item. Rates of Contractor-owned equipment
and quantities of equipment shall be subject to the Owner’s prior approval.


 


§ 7.5.3 Costs of removal of debris from the
site of the Work and its proper and legal disposal.


 


§ 7.5.4
Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel delivery
charges, telephone service at the site and reasonable petty cash expenses of the site office.


 


§ 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner’s
prior approval.


 


§ 7.6 MISCELLANEOUS COSTS 


§ 7.6.1 Premiums for that portion of insurance
and bonds required by the Contract Documents that can be directly attributed to this Contract.
Self-insurance for either full or partial amounts of the coverages required by the Contract Documents, with the Owner’s
prior approval.


 


§ 7.6.2
Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the Contractor
is liable.


 


§ 7.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Contractor
is required by the Contract Documents to pay.


 


§ 7.6.4 Fees of laboratories for tests required
by the Contract Documents, except those related to defective or nonconforming Work for which
reimbursement is excluded by Section 13.5.3 of AIA Document A201–2007 or by other provisions of the Contract Documents,
and which do not fall within the scope of Section 7.7.3.


	 	 	 	 
	Init.

    

    /	AIA Document A102TM – 2007 (formerly A111TM – 1997).
    Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
    Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
    International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it,
    may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
    document was produced by AIA software at 10:08:46 on 09/25/2015 under Order No.3020359096_1 which expires on 06/20/2016, and
    is not for resale.	6
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§ 7.6.5 Royalties and license fees paid for
the use of a particular design, process or product required by the Contract Documents; the
cost of defending suits or claims for infringement of patent rights arising from such requirement of the Contract Documents;
and payments made in accordance with legal judgments against the Contractor resulting from such suits or claims and payments of
settlements made with the Owner’s consent. However, such costs of legal defenses, judgments and settlements shall not be
included in the calculation of the Contractor’s Fee or subject to the Guaranteed Maximum
Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.17 of AIA Document A201–2007 or
other provisions of the Contract Documents, then they shall not be included in the Cost of the Work.


 


§ 7.6.6 Costs for electronic equipment and
software, directly related to the Work with the Owner’s prior approval.


 


§ 7.6.7 Deposits lost for causes other than
the Contractor’s negligence or failure to fulfill a specific responsibility in the Contract Documents.


 


§ 7.6.8
Legal, mediation and arbitration costs, including attorneys’ fees, other than those arising from disputes between
the Owner and Contractor, reasonably incurred by the Contractor after the execution of this Agreement in the performance
of the Work and with the Owner’s prior approval, which shall not be unreasonably withheld.


 


§ 7.6.9
Subject to the Owner’s prior approval, expenses incurred in accordance with the Contractor’s standard written personnel
policy for relocation and temporary living allowances of the Contractor’s personnel required for the Work.


 


§ 7.6.10 That
portion of the reasonable expenses of the Contractor’s supervisory or administrative personnel incurred while traveling
in discharge of duties connected with the Work.


 


§ 7.7 OTHER COSTS
AND EMERGENCIES


§ 7.7.1 Other
costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by the Owner.


 


§ 7.7.2 Costs
incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons
and property, as provided in Section 10.4 of AIA Document A201–2007.


 


§ 7.7.3 Costs
of repairing or correcting damaged or nonconforming Work executed by the Contractor, Subcontractors or suppliers, provided that
such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Contractor
and only to the extent that the cost of repair or correction is not recovered by the Contractor from insurance, sureties,
Subcontractors, suppliers, or others.


 


§ 7.8 RELATED PARTY TRANSACTIONS


§ 7.8.1 For purposes of Section 7.8, the term “related
party” shall mean a parent, subsidiary, affiliate or other entity having common ownership or management with the Contractor;
any entity in which any stockholder in, or management employee of, the Contractor owns any
interest in excess of ten percent in the aggregate; or any person or entity which has the right to control the business
or affairs of the Contractor. The term “related party” includes any member of the immediate family of any person identified
above.


 


§ 7.8.2 If any of the costs to be reimbursed arise
from a transaction between the Contractor and a related party, the Contractor shall notify
the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated
cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification,
authorizes the proposed transaction, then the cost incurred shall be included as a cost to
be reimbursed, and the Contractor shall procure the Work, equipment, goods or service from the related party, as a Subcontractor,
according to the terms of Article 10. If the Owner fails to authorize the transaction, the Contractor shall
procure the Work, equipment, goods or service from some person or entity other than a related party according to the terms
of Article 10.


	 	 	 	 
	Init.

    

    /	AIA Document A102TM – 2007 (formerly A111TM – 1997).
    Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
    Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
    International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it,
    may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
    document was produced by AIA software at 10:08:46 on 09/25/2015 under Order No.3020359096_1 which expires on 06/20/2016, and
    is not for resale.	7
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ARTICLE 8     COSTS NOT TO BE REIMBURSED


§ 8.1 The Cost of the Work shall not include the
items listed below:


 


	 	.1	Salaries and other compensation of the Contractor’s personnel stationed at the Contractor’s principal office or offices other than the site office, except as specifically provided in Section 7.2. or as may be provided in Article 15;
	 	.2	Expenses of the Contractor’s principal office and offices other than the site office;
	 	.3	Overhead and general expenses, except as may be expressly included in Article 7;
	 	.4	The Contractor’s capital expenses, including interest on the Contractor’s capital employed for the Work;
	 	.5	Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence or failure of the Contractor, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract;
	 	.6	Any cost not specifically and expressly described in Article 7; and
	 	.7	Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded.


 


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 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 obtained.


 


§ 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 from
whom, or entities from which, 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 When a specific bidder (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. If the Subcontract is awarded
on a cost-plus a fee basis, the Contractor shall provide in the Subcontract for the Owner to receive the same audit rights with
regard to the Subcontractor as the Owner receives with regard to the Contractor in Article 11, below.


 


ARTICLE 11     ACCOUNTING RECORDS


The Contractor shall keep full and detailed records and accounts
related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract
and to substantiate all costs incurred. The accounting and control systems shall be satisfactory
to the Owner. The Owner and the Owner’s auditors shall, during regular business
hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Contractor’s
records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings,
receipts, subcontracts, Subcontractor’s proposals, purchase orders, vouchers, memoranda
and other data relating to this Contract. The Contractor shall preserve these records for a period of three years after
final payment, or for such longer period as may be required by law.


	 	 	 	 
	Init.

    

    /	AIA Document A102TM – 2007 (formerly A111TM – 1997).
    Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
    Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
    International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it,
    may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
    document was produced by AIA software at 10:08:46 on 09/25/2015 under Order No.3020359096_1 which expires on 06/20/2016, and
    is not for resale.	8
	 	User Notes:	(1498564921)     



	 


 



    	 



    	 



    

 


ARTICLE 12     PAYMENTS


§ 12.1 PROGRESS PAYMENTS


§ 12.1.1 Based upon Applications for Payment submitted
to the Owner by the Contractor, 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, or as follows:


 


Monthly Progress Billing Applications for Payment of Work completed
will be submitted by the contractor to the Owner on the 1st day of each month. The Owner shall pay the Contractor within thirty
(30) days of receipt of the application for payment, 5% retention will be held on items, excluding the general conditions line
items and the Purchase of the Steel Building. Final payment is to be paid to the Contractor in accordance with § 12.2.4.
Line item Retainage may be reduced and/or released prior to completion at the Owner’s sole discretion


 


§ 12.1.3 Provided
that an Application for Payment is received by the Owner not later than the 1st day of a month, the Owner
shall make payment of the certified amount to the Contractor not later than the 1st day of the following month.
If an Application for Payment is received by the Owner after the application date fixed above, payment shall be made
by the Owner not later than thirty (30) days after the Owner receives the Application for Payment. (Federal, state
or local laws may require payment within a certain period of time.)


 


§ 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 Owner may require. This schedule, unless objected to
by the Owner, shall be used as a basis for reviewing the Contractor’s Applications for Payment.


 


§ 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 7.3.9 of AIA Document A201–2007;
	 	.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 at the rate stated in Section 5.1.1 or, if the Contractor’s Fee is stated as a fixed sum in that
    Section, shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work bears to a reasonable
    estimate of the probable Cost of the Work upon its completion. Retention may be reduced or released on a per line basis at
    the sole discretion of the owner;



	 	 	 	 
	Init.

    

    /	AIA Document A102TM – 2007 (formerly A111TM – 1997).
    Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
    Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
    International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it,
    may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
    document was produced by AIA software at 10:08:46 on 09/25/2015 under Order No.3020359096_1 which expires on 06/20/2016, and
    is not for resale.	9
	 	User Notes:	(1498564921)     



	 


 



    	 



    	 



    

 


	 	.4	Subtract retainage of five  percent (5%) from that portion of the Work that the Contractor self-performs;
	 	.5	Subtract the aggregate of previous payments made by the Owner;
	 	.6	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 auditors in such documentation; and
	 	.7	Subtract amounts, if any, for which the Owner has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201–2007.


 


§ 12.1.8 The
Owner and the Contractor shall agree upon a (1) mutually acceptable procedure for review and approval of payments to Subcontractors
and (2) the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those
agreements.


 


§ 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 auditors 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 A201–2007, and to satisfy other requirements, if any, which extend beyond final payment; 
	 	.2	the Contractor has submitted a final accounting for the Cost of the Work and a final Application for Payment..3


 


§ 12.2.2 The Owner’s auditors 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.


§ 12.2.3
If the Owner’s auditors 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 request mediation of the disputed amount without
seeking an initial decision pursuant to Section 15.2 of A201–2007. A request for mediation shall be made by the
Contractor within 30 days after the Contractor’s delivery of Contractor’s final accounting. Failure to request mediation
within this 30-day period shall result in the substantiated amount reported by the Owner’s auditors becoming binding on the
Contractor.


§ 12.2.4 The Owner’s final payment to the
Contractor shall be made as follows:


 


Except as otherwise provided
in NRS 624.620, any money remaining unpaid for the Work is payable to the Contractor within 30 days after:


 


	 	(a)	Occupancy or use of the Work by the Owner; or
	 	(b)	The availability of Work for its intended use. The Contractor must have provided to the Owner:
	 	 	a.	A written notice of availability on or before the day on which the Contractor claims that the Work became available for use or occupancy; or
	 	 	b.	A certificate of occupancy issues by the appropriate building inspector or other authority.


 


§ 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.


	 	 	 	 
	Init.

    

    /	AIA Document A102TM – 2007 (formerly A111TM – 1997).
    Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
    Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
    International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it,
    may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
    document was produced by AIA software at 10:08:46 on 09/25/2015 under Order No.3020359096_1 which expires on 06/20/2016, and
    is not for resale.	10
	 	User Notes:	(1498564921)     



	 


 



    	 



    	 



    

 


ARTICLE 13     DISPUTE RESOLUTION


(If the parties mutually
agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.)


 


N/A


 


(Paragraphs deleted)


§ 13.2 BINDING DISPUTE RESOLUTION


For any Claim subject to,
but not resolved by mediation pursuant to Section 15.3 of AIA Document A201–2007, the method of binding dispute resolution
shall be as follows:


(Check the appropriate
box. If the Owner and Contractor do not select a method of binding dispute resolution below, or do not subsequently
agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court
of competent jurisdiction.)


 


	 	☐	Arbitration pursuant to Section 15.4 of AIA Document A201–2007
	 	 	 
	 	☒	Litigation in a court of competent jurisdiction. THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING FROM OR RELATING TO THIS AGREEMENT AND/OR THEIR RELATIONSHIP. THE PARTIES ACKNOWLEDGE THAT THEY OTHERWISE HAVE A RIGHT TO HAVE THEIR DISPUTE HEARD BY A JURY, THAT THEY HAVE HAD AN OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL, AND THAT THIS JURY WAIVER HAS BEEN ENTERED INTO KNOWINGLY AND VOLUNTARILY BY ALL PARTIES TO THIS AGREEMENT..
	 	 	 
	 	☐	Other (Specify)


 


ARTICLE 14     TERMINATION OR SUSPENSION


§ 14.1
Subject to the provisions of Section 14.2 below, the Contract may be terminated by the Owner or the Contractor as provided
in Article 14 of AIA Document A201–2007.


 


§ 14.2 If the Owner terminates the Contract
for cause as provided in Article 14 of AIA Document A201–2007, the amount, if any, to be paid to the Contractor under Section 14.2.4
of AIA Document A201–2007 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated
as follows:


	 	 	 
	 	.1	Take the Cost of the Work incurred by the Contractor to the date of termination;
	 	.2	Add the Contractor’s Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1.1 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
	 	.3	Subtract the aggregate of previous payments made by the Owner.


 


§ 14.3 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 14.2.1. 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 14, 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.


	 	 	 	 
	Init.

    

    /	AIA Document A102TM – 2007 (formerly A111TM – 1997).
    Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
    Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
    International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it,
    may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
    document was produced by AIA software at 10:08:46 on 09/25/2015 under Order No.3020359096_1 which expires on 06/20/2016, and
    is not for resale.	11
	 	User Notes:	(1498564921)     



	 



 



    	 



    	 



    

 


§ 14.4 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201–2007; in such case, the Guaranteed
Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document A201–2007, except that the term
“profit” shall be understood to mean the Contractor’s Fee as described in Sections 5.1.1 and Section 6.4 of this
Agreement.


 


ARTICLE 15     MISCELLANEOUS PROVISIONS


§ 15.1 Where reference is made in this Agreement
to a provision of AIA Document A201–2007 or another Contract Document, the reference refers to that provision as amended or supplemented
by other provisions of the Contract Documents.


 


§ 15.2 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. (Insert rate of interest
agreed upon, if any.)


 


   %


 


§ 15.3 The
Owner’s representative: 


(Name, address and
other information)


 


Thomas Murphy


Aqua Metals Reno, Inc.


1010 Atlantic Avenue 


Alameda, California 94501


 


§ 15.4 The Contractor’s representative:


(Name, address and other
information)


 


Cary Richardson


Miles Construction


61 Industrial Parkway


Carson City, Nevada 89706


 


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


 


§ 15.6 Other provisions:


 


N/A


 


ARTICLE 16     ENUMERATION OF CONTRACT DOCUMENTS


§ 16.1
The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated in the
sections below.


 


§ 16.1.1 The
Agreement is this executed AIA Document A102–2007, Standard Form of Agreement Between Owner and Contractor.


 


§ 16.1.2 The
General Conditions are AIA Document A201–2007, General Conditions of the Contract for Construction.


 


§ 16.1.3 The Supplementary and other Conditions
of the Contract:


 


	Document	Title	Date	Pages



	 	 	 	 
	Init.

    

    /	AIA Document A102TM – 2007 (formerly A111TM – 1997).
    Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
    Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
    International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it,
    may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
    document was produced by AIA software at 10:08:46 on 09/25/2015 under Order No.3020359096_1 which expires on 06/20/2016, and
    is not for resale.	12
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§ 16.1.4 The Specifications:


(Either list the Specifications here or refer to an exhibit
attached to this Agreement.)


N/A


 


	Section	Title	Date	Pages


 


§ 16.1.5 The Drawings:


(Either list the Drawings here or refer to an exhibit attached
to this Agreement.)


Exhibit ‘C’
Plan Records


 


	Number	Title	Date


 


§ 16.1.6
The Addenda, if any;


 


	Number	Date	Pages
	N/A      	 	 


 


Portions of Addenda relating
to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this
Article 16.


 


§ 16.1.7 Additional documents, if any, forming part
of the Contract Documents:


	 	 	 
	 	.1	AIA Document E201TM–2007, Digital Data Protocol Exhibit, if completed by the parties, or the following:
	 	 	 
	 	.2	Other documents, if any, listed below:
	 	 	(List here any additional documents that are intended to form part of the Contract Documents. AIA Document
    A201–2007 provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders,
    sample forms and the Contractor’s bid are not part of the Contract Documents unless enumerated in this Agreement. They
    should be listed here only if intended to be part of the Contract Documents.)
	 	 	 
	 	 	Exhibit ‘A’  – Qualifications and Exclusions 
	 	 	Exhibit ‘B’ – Cost Breakdown
	 	 	Exhibit ‘C’ – Plan Records


 


ARTICLE 17     INSURANCE AND BONDS


The Contractor shall purchase
and maintain insurance and provide bonds as set forth in Article 11 of AIA Document A201–2007.


(State bonding requirements, if any, and limits of liability
for insurance required in Article 11 of AIA Document A201–2007.)


 


	Type of insurance or bond	Limit of liability or bond amount ($0.00)
	General Liability Insurance- Each	$1,000,000.00
	Occurrence	 
	General Liability Insurance- General	$2,000,000.00
	Aggregate	 
	General Liability Insurance- Excess	$5,000,000.00
	Liability	$1,000,000.00
	Automobile Liability Insurance	$1,000,000.00
	Builders Risk/Course of Construction	 
	Insurance to be provided by Owner- See	 
	Article §11.3.1 of A201-2007	 



	 	 	 	 
	Init.

    

    /	AIA Document A102TM – 2007 (formerly A111TM – 1997).
    Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
    Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
    International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it,
    may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
    document was produced by AIA software at 10:08:46 on 09/25/2015 under Order No.3020359096_1 which expires on 06/20/2016, and
    is not for resale.	13
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17.1 The Contractor
represents the following to the Owner: (i) that it is financially solvent, able to pay all its debt as they
mature, and possessed of sufficient working capital to complete the work and perform all of its obligations hereunder; (ii) that
it is able to furnish the plant, tools, material, supplies equipment and labor required to complete the Work and perform
its obligations hereunder; (iii) that it is authorized to do business in the State where the Project is located and properly licensed
by all necessary governmental and public and quasi-public authorities having jurisdiction
over it and over the Work; (iv) that its execution of this Agreement and its performance hereof is within its duly authorized
powers.


 


17.2 If
either party commences an action against the other to enforce any of the terms of the Contract Documents or because of the
breach by either party of any of the terms of the Contract Documents, the losing or defaulting party, whether by out-of-court settlement
or final judgment, shall pay to the prevailing party the actual costs and expenses incurred in connection with the prosecution
or defense of such action and any appeals in connection therewith, including actual attorneys’
fees and costs. Any judgment or order entered in any final judgment shall contain a specific provision providing for the
recovery of all costs and expenses of suit, including, without limitation, actual attorneys’
fees and costs incurred in connection with: (i) enforcing, perfecting and executing such judgment; (ii) post-judgment
motions; (iii) contempt proceedings; (iv)
garnishment, levy, and debtor and third-party examinations; (v) discovery; and (vi)
bankruptcy litigation. Any such actions shall be conducted in the Courts of the county in which the Project is located.


 


This Agreement entered into as of the day and year first written
above.


	 	 	 	 
	DocuSigned by:	 	 	DocuSigned by:
		9/25/2015	 	
	OWNER (Signature)	 	CONTRACTOR (Signature)
	 	 	 
	Thomas Murphy Chief Financial Officer	 	Cary Richardson Vice President 
	(Printed name and title)	 	(Printed name and title)



	 	 	 	 
	Init.

    

    /	AIA Document A102TM – 2007 (formerly A111TM – 1997).
    Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of
    Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
    International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it,
    may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
    document was produced by AIA software at 10:08:46 on 09/25/2015 under Order No.3020359096_1 which expires on 06/20/2016, and
    is not for resale.	14
	 	User Notes:	(1498564921)     



	 


 



    	 



    	 



    

 











Additions and Deletions Report for


AIA®
Document A102TM – 2007 


 


This Additions and Deletions Report, as defined on page 1 of
the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete
it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted
text is indicated with a horizontal line through the original AIA text.


 


Note: This Additions and Deletions Report is provided for information
purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions
Report and its associated document were generated simultaneously by AIA software at 10:08:46 on 09/25/2015.


 


PAGE 1


 


AGREEMENT
made as of the 22nd day of September in the year 2015


 


...


 


Aqua Metals Reno, Inc.

1010 Atlantic Avenue

Alameda, California 94501


 


...


 


Miles Construction

61 Industrial Parkway

Carson City, Nevada 89706


 


...


 


Aqua Metals Reno

2500 Peru Drive

Reno, Nevada 89434


 


...


 


Tectonics Design Group

10451 Double R Blvd.

Reno, Nevada 89521


 


...


 


In
general, Owner shall administer the Contract with the assistance of Architect when
requested by Owner, and Architect shall provide support to Owner and shall be responsible for Change Orders, Drawings and Specifications
and other documents drafted by Architect. To the extent there are inconstancies with the foregoing in this Agreement, later provisions
of this Agreement shall be interpreted in light of the foregoing.


	 	 
	Additions and Deletions
Report for AIA Document A102TM – 2007 (formerly A111TM – 1997). Copyright © 1920, 1925, 1951, 1958,
1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution
of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 10:08:46 on 09/25/2015 under Order
No.3020359096_1 which expires on 06/20/2016, and is not for resale.	1
	User Notes:	(1498564921)     	 


 






    	 



    	 



    

 

PAGE 2


 


The Contract Documents consist of this Agreement, Conditions
of the Contract (General, Supplementary and other Conditions), Drawings and Specifications, listed on Exhibit C other documents listed in this Agreement and Modifications issued
after execution of this Agreement, all of which 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. If anything in the other Contract Documents, other than
a Modification, is inconsistent with this Agreement, this Agreement shall govern.


 


The parties hereto acknowledge and agree that this
Project is being built on a “fast track” basis. Specifically, as of the time of the Commencement of Construction
and execution of the Agreement. Owner has not yet completed the plans and specifications far the Project. Further, the
parties agree that there are several material outstanding design issues (including, but not limited to, the applications of
certain building codes and requirements —  such as fire codes and requirements) that have not been finalized.
The parties acknowledge and agree that the Guaranteed Maximum Price (“GMP”) and the proposed Construction
Schedule are based on the current set of incomplete plans and specifications. The parties hereby acknowledge and agree that
the current GMP. Construction Schedule, and Completion Date are based on the current set of incomplete plans and
specifications and that if there are any material changes to the plans and specifications or delays in finalizing the plans
and specifications, the parties will, in good faith, negotiate commensurate applicable modifications to the GMP, Construction
Schedule, Completion Date, and other applicable Contract Document requirements.


Notwithstanding the foregoing, Contractor acknowledges that
Owner intends for me Contract Sum not to exceed the GMP and efforts to finalize the plans and specifications shall be made so that
the GMP is not increased. Contractor should expect that to the extent certain portions of the final plans and specifications result
in greater line items costs than currently budgeted. Owner will be making changes in other line items to reduce costs on other
aspects of the Project so as not to exceed the GMP. Contractor shall work with Owner to maintain the GMP.


 


PAGE 3


 


August 15, 2015.


 


...


 


N/A 


 


...


 


Anticipated construction time frame of 8 months, a detailed
construction schedule to be provided within 10 working  days of the completed construction documents.


 


...


 


N/A 


 


PAGE 4


 


Lump sum overhead $388,934.00, Lump sum fee $486,168.00,
Percentage of cost of the work 0.9% general liability insurance


 


...


 


Percentage of Cost of the Work – 6.75% plus general liability
insurance 0.9% 


 


...





	 	 
	Additions and Deletions
Report for AIA Document A102TM – 2007 (formerly A111TM – 1997). Copyright © 1920, 1925, 1951, 1958,
1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution
of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 10:08:46 on 09/25/2015 under Order
No.3020359096_1 which expires on 06/20/2016, and is not for resale.	2
	User Notes:	(1498564921)     	 


 






    	 



    	 



    

 



N/A


 


§ 5.1.4 Rental rates for Contractor-owned equipment
shall not exceed one hundred percent (100%) of the standard rate paid at the place of the Project.


 


...


 


N/A 


 


...


 


§ 5.2.1 The Contract Sum is guaranteed by the Contractor
not to exceed Thirteen million nine hundred sixty four thousand one hundred thirty four dollars and 00/100 ($ 13,964,134.00), subject to additions and deductions by Change Order as provided in the Contract Documents. Such maximum sum is referred
to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded
shall be paid by the Contractor without reimbursement by the Owner.


 


...


 


Exhibit ‘B’ – Cost Breakdown


An estimated cost breakdown is attached hereto as Exhibit
B. Such cost breakdown is being provided for information purposes only. This is not a line item GMP contract and the individual
line items in the Cost Breakdown do not constitute GMPs for each line items.


 


...


 


N/A


 


...


 


1.     Masonry Separation
Walls


2.     Fire Brick at
Kettles


3.     Green Wall and
Sustainable Features


4.     Construction Contingency


5.     CMU Wainscot


6.     CMU Bearing Walls


7.     CMU Separation
Walls - Allowance


8.     Fire Brick - Allowance


 


PAGE 5


 


Exhibit
‘A’ – Qualifications and Exclusions 


 


PAGE 9


 


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


 


...


 


Monthly
Progress Billing Applications for Payment of Work completed will be submitted by the contractor to the Owner on the 1st day of
each month. The Owner shall pay the Contractor within thirty (30) days of receipt of the application for payment, 5% retention
will be held on items, excluding the general conditions line items and the Purchase of the Steel Building. Final
payment is to be paid to the Contractor in accordance with § 12.2.4. Line item Retainage may be reduced and/or released
prior to completion at the Owner’s sole discretion








	 	 
	Additions and Deletions
Report for AIA Document A102TM – 2007 (formerly A111TM – 1997). Copyright © 1920, 1925, 1951, 1958,
1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution
of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 10:08:46 on 09/25/2015 under Order
No.3020359096_1 which expires on 06/20/2016, and is not for resale.	3
	User Notes:	(1498564921)     	 




 










    	 



    	 



    

 


§
12.1.3 Provided that an Application for Payment is received by the Owner not later than the 1st day of
a month, the Owner shall make payment of the certified amount to the Contractor not later than the 1st day of the following
month. If an Application for Payment is received by the Owner after the application date fixed above, payment shall
be made by the Owner not later than thirty (30) days after the Owner receives the 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 Owner  may require.
This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Contractor’s Applications
for Payment.


 


...


	 	 	 
	 	.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 at the rate stated in Section 5.1.1 or, if
the Contractor’s Fee is stated as a fixed sum in that Section, shall be an amount that bears the same ratio to that fixed-sum
fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion. Retention
may be reduced or released on a per line basis at the sole discretion of the owner;
	 	.4	Subtract retainage of five percent (5%) from that
    portion of the Work that the Contractor self-performs;
	 	 	 
	PAGE 10	 
	 	 
	 	.7	Subtract amounts, if any, for which the Owner has withheld
    or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201–2007.
	 	 	 
	...	 
	 	 	 
	 	.2	the Contractor has submitted a final accounting for the Cost of the Work and a final Application for Payment..3


 


§
12.2.2 The Owner’s auditors 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.


 


§
12.2.3 If the Owner’s auditors 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 request mediation of the disputed amount without
seeking an initial decision pursuant to Section 15.2 of A201–2007. A request for mediation shall be made by the Contractor within
30 days after the Contractor’s delivery of Contractor’s final accounting. Failure to request mediation within
this 30-day period shall result in the substantiated amount reported by the Owner’s auditors becoming binding on the Contractor.











	 	 
	Additions and Deletions
Report for AIA Document A102TM – 2007 (formerly A111TM – 1997). Copyright © 1920, 1925, 1951, 1958,
1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution
of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 10:08:46 on 09/25/2015 under Order
No.3020359096_1 which expires on 06/20/2016, and is not for resale.	4
	User Notes:	(1498564921)     	 




  






    	 



    	 



    

 

§
12.2.4 The Owner’s final payment to the Contractor shall be made as follows:


 


Except as otherwise provided in NRS 624.620, any money remaining
unpaid for the Work is payable to the Contractor within 30 days after:


	 	 	 	 
	 	(a)	Occupancy or use of the Work by the Owner; or
	 	(b)	The availability of Work for its intended use. The Contractor must have provided to the Owner:
	 	 	a.	A written notice of availability on or before the day on which the Contractor claims that the Work became available for use or occupancy; or
	 	 	b.	A certificate of occupancy issues by the appropriate building inspector or other authority.


 


PAGE 11


 


(If the parries mutually agree, insert the name, address
and other contact information of the Initial Decision Maker, if other than the Architect.)


 


N/A


 


...


	 	 	 
	 	☒	Litigation in a court of competent jurisdiction. THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING FROM OR RELATING TO THIS AGREEMENT AND/OR THEIR RELATIONSHIP. THE PARTIES ACKNOWLEDGE THAT THEY OTHERWISE HAVE A RIGHT TO HAVE THEIR DISPUTE HEARD BY A JURY, THAT THEY HAVE HAD AN OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL, AND THAT THIS JURY WAIVER HAS BEEN ENTERED INTO KNOWINGLY AND VOLUNTARILY BY ALL PARTIES TO THIS AGREEMENT..


 


PAGE 12


 


Thomas Murphy

Aqua Metals Reno, Inc.

1010 Atlantic Avenue

Alameda, California 94501


 


...














	 	 
	Additions and Deletions
Report for AIA Document A102TM – 2007 (formerly A111TM – 1997). Copyright © 1920, 1925, 1951, 1958,
1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution
of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 10:08:46 on 09/25/2015 under Order
No.3020359096_1 which expires on 06/20/2016, and is not for resale.	5
	User Notes:	(1498564921)     	 




   






    	 



    	 



    

 

Cary
Richardson

Miles Construction

61 Industrial Parkway

Carson City, Nevada 89706


 


...


 


N/A


 


PAGE 13


 


N/A


 


...


 


Exhibit ‘C’ Plan Records


 


...


 


N/A


 


...


	 	 
	 	Exhibit ‘A’ – Qualifications and Exclusions 
	 	Exhibit ‘B’ – Cost Breakdown 
	 	Exhibit ‘C’ – Plan Records





 


...


	 	 	 	 	 
	General Liability
    Insurance- Each 	 	$	1,000.000.00	 
	Occurrence	 	 	 	 
	General Liability
    Insurance- General	 	$	2,000,000.00	 
	Aggregate	 	 	 	 
	General Liability Insurance- Excess	 	$	5,000.000.00	 
	Liability	 	$	1,000,000.00	 
	Automobile
    Liability Insurance		$	1,000.000.00 	 
	Builders
Risk/Course of Construction 	 	 	 	 
	Insurance to be provided by Owner- See	 	 	 	 
	Article §11.3.1 of A201-2007	 	 	 	 


 


17.1 The Contractor represents the following to the Owner;
(i) that it is financially solvent, able to pay all its debt as they mature, and possessed of sufficient working capital to complete
the work and perform all of its obligations hereunder; (ii) that it is able to furnish the plant, tools, material, supplies equipment
and labor required to complete the Work and perform its obligations hereunder; (iii) that it is authorized to do business in the
State where the Project is located and properly licensed by all necessary governmental mid public and quasi-public authorities
having jurisdiction over it and over the Work; (iv) that its execution of this Agreement and its performance hereof is within
its duly authorized powers.

















	 	 
	Additions and Deletions
Report for AIA Document A102TM – 2007 (formerly A111TM – 1997). Copyright © 1920, 1925, 1951, 1958,
1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution
of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 10:08:46 on 09/25/2015 under Order
No.3020359096_1 which expires on 06/20/2016, and is not for resale.	6
	User Notes:	(1498564921)     	 




   










    	 



    	 



    

 



17.2If either party commences an action against the
other to enforce any of the terms of the Contract Documents or because of the breach by either party of any of the terms of the
Contract Documents, the losing or defaulting party, whether by nut-of-court settlement or final judgment, shall pay to the prevailing
party the actual costs and expenses incurred in connection with the prosecution or defense of such action and any appeals in connection
therewith, including actual attorneys’ fees and costs. Any judgment or order entered in any final judgment shall contain
a specific provision providing for the recovery of all costs and expenses of suit, including, without limitation, actual attorneys’
fees and costs incurred in connection with; (i) enforcing, perfecting and executing such judgment; (ii) post-judgment motions;
(iii) contempt proceedings; (iv) garnishment, levy, and debtor and third-party examinations; (v) discovery; and (vi) bankruptcy
litigation. Any such actions shall be conducted in the Courts of the county in which the Project is located.


 


PAGE 14


	 	 	 
	Thomas Murphy Chief Financial
    Officer	 	Cary Richardson Vice
    President























	 	 
	Additions and Deletions
Report for AIA Document A102TM – 2007 (formerly A111TM – 1997). Copyright © 1920, 1925, 1951, 1958,
1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution
of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 10:08:46 on 09/25/2015 under Order
No.3020359096_1 which expires on 06/20/2016, and is not for resale.	7
	User Notes:	(1498564921)     	 




   







    	 



    	 



    

 



Certification of Document’s Authenticity 


AIA® Document D401TM – 2003


 


I, Cary Richardson, hereby certify, to the best of my
knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions
and Deletions Report and this certification at 10:08:46 on 09/25/2015 under Order No. 3020359096_1 from AIA Contract
Documents software and that in preparing the attached final document I made no changes to the original text of
AIA® Document A102TM  – 2007, Standard Form of Agreement Between Owner and Contractor where the
basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, as published by the AIA in its software,
other than those additions and deletions shown in the associated Additions and Deletions Report.


 


	 	 
	DocuSigned by:	 
		 
	(Signed)	 
	 	 
	Vice President	 
	(Title)	 
	 	 
	9/25/2015 	 
	 	 
	(Dated)	 


























	 	 
	AIA Document
    D401TM   – 2003. Copyright © 1992 and 2003 by The American Institute of Architects. All rights reserved.
    WARNING: This     AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
    reproduction or     distribution of this AIA® Document, or any portion of it, may  result
    in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document
    was produced by AIA software at 10:08:46 on 09/25/2015 under Order No.3020359096_1 which expires on 06/20/2016, and is not
    for resale.	1
	User Notes:	(1498564921)