Exhibit 10.21


 


THE ASSOCIATED GENERAL
CONTRACTORS OF AMERICA


 





 


AGC
DOCUMENT NO. 410


 


STANDARD FORM OF
DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER


 


(Where the Basis of Payment is the
Cost of the Work Plus a Fee with a Guaranteed Maximum Price)


 


This standard form
agreement was developed with the advice and cooperation of the AGC Private
industry Advisory Council, a number of Fortune 500 Owners’ design and
construction managers who have been meeting with AGC contractors to discuss
issues of mutual concern. AGC gratefully acknowledges the contributions of
these owners’ staff who participated in this effort to produce a basic
agreement for construction.


 


TABLE OF ARTICLES


 


	
  1.
  AGREEMENT

  
	
   

  
	
  2.
  GENERAL PROVISIONS

  
	
   

  
	
  3.
  DESIGN-BUILDER’S RESPONSIBILITIES

  
	
   

  
	
  4.
  OWNER’S RESPONSIBILITIES

  
	
   

  
	
  5.
  SUBCONTRACTS

  
	
   

  
	
  6.
  TIME

  
	
   

  
	
  7.
  COMPENSATION

  
	
   

  
	
  8.
  COST OF THE WORK

  
	
   

  
	
  9.
  CHANGES IN THE WORK

  
	
   

  
	
  10.
  PAYMENT FOR CONSTRUCTION PHASE SERVICES

  
	
   

  
	
  11.
  INDEMNITY, INSURANCE, BONDS, AND WAIVER OF SUBROGATION

  
	
   

  
	
  12.
  SUSPENSION AND TERMINATION OF THE AGREEMENT AND OWNER’S RIGHT TO PERFORM DESIGN-BUILDER’S
  RESPONSIBILITIES

  
	
   

  
	
  13.
  DISPUTE RESOLUTION

  



 


IMPORTANT:
MODIFICATIONS NOT SHOWN. This document may contain
modifications to the text of the original AGC standard form. Its author has
chosen not to reflect any modifications in the electronic or printed output.
Recipients may wish to request from the author a redlined version prior to
signing. Consultation with legal and insurance counsel and careful review of
the entire document are strongly encouraged.


 


DocuBuilder® • AGC
DOCUMENT NO. 410 • STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL
CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of Payment is the
Cost of the Work Plus a Fee with a Guaranteed Maximum Price) © 1999, The
Associated General Contractors of America. All rights reserved. This document
was produced electronically under the grant of license provided to subscribers
of the AGC DocuBuilder Contract Document Software.


 


1

















 


	
  14.
  MISCELLANEOUS PROVISIONS

  
	
   

  
	
  15.
  EXISTING CONTRACT DOCUMENTS

  
	
   

  
	
  AMENDMENT
  NO. 1

  



 


This Agreement has
important legal and insurance consequences. Consultation with an attorney and
an insurance adviser is encouraged with respect to its completion or
modification


 


ARTICLE 1


 


AGREEMENT


 


This Agreement is
made this 20 day of June in the year 2007, by and between the


 


OWNER


 


REG Destrehan, LLC


 


PO Box 128


 


Ralston, IA 51459


 


 


and the


 


DESIGN-BUILDER


 


Todd &
Sargent, Inc.


 


620 Arrasmith
Trail


 


Ames, IA 50010


 


 


for services in
connection with the following PROJECT


 


Engineering and
Construction of a new 60 MGPY Biodiesel Facility including SoyOil Pre-Treatment
in St. Rose, LA.


 


 


Notice to the
parties shall be given at the above addresses.


 


ARTICLE 2


 


GENERAL
PROVISIONS


 


2.1 TEAM
RELATIONSHIP The Owner and the Design-Builder agree to proceed with the Project
on the basis of trust, good faith and fair dealing and shall take all actions
reasonably necessary to perform this Agreement in an economical and timely
manner, including consideration of design modifications and alternative
materials or equipment that will permit the Work to be constructed within the
Guaranteed Maximum Price (GMP) and by the Dates of Substantial Completion and
Final Completion if they are established by Amendment No. 1. The
Design-Builder agrees to procure or furnish, as permitted by the law of the
State in which the Project is located, the design phase services and
construction phase services as set forth below.


 


2

















 


2.1.1
The Design-Builder represents that it is an independent contractor and that it
is familiar with the type of work it is undertaking.


 


2.1.2
Neither the Design-Builder nor any of its agents or employees shall act on
behalf of or in the name of the Owner unless authorized in writing by the Owner’s
Representative.


 


2.2
ARCHITECT/ENGINEER Architectural and engineering services shall be procured
from licensed, independent design professionals retained by the Design-Builder
or furnished by licensed employees of the Design-Builder, or as permitted by
the law of the State in which the Project is located. The standard of care for
architectural and engineering services performed under this Agreement shall be
the care and skill ordinarily used by members of the architectural and
engineering professions practicing under similar conditions at the same time
and locality. The person or entity providing architectural and engineering
services shall be referred to as the Architect/Engineer. If the
Architect/Engineer is an independent design professional, the architectural and
engineering services shall be procured pursuant to a separate agreement between
the Design-Builder and the Architect/Engineer. The Architect/Engineer for the
Project is Engineer - Todd & Sargent, Inc., Architect - Evans Freimuth
Architects, LLC.


 


2.3 EXTENT OF
AGREEMENT This Agreement is solely for the benefit of the parties, represents
the entire and integrated agreement between the parties, and supersedes ail
prior negotiations, representations or agreements, either written or oral. The
Owner and the Design-Builder agree to look solely to each other with respect to
the performance of the Agreement. The Agreement and each and every provision is
for the exclusive benefit of the Owner and the Design-Builder and not for the
benefit of any third party nor any third party beneficiary, except to the
extent expressly provided in the Agreement.


 


2.4 DEFINITIONS


 


.1 The
Contract Documents consist of:


 


a.
Change Orders and written amendments to this Agreement including exhibits and
appendices, signed by both the Owner and the Design-Builder, including
Amendment No. 1 if executed;


 


b.
this Agreement except for the existing Contract Documents set forth in item e.
below;


 


c. the
most current documents approved by the Owner pursuant to Subparagraph 3.1.4,
3.1.6 or 3.1.7;


 


d. the
information provided by the Owner pursuant to Clause 4.1.2.1;


 


e. the
Contract Documents in existence at the time of execution of this Agreement
which are set forth in Article 15;


 


f. the
Owner’s Program provided pursuant to Subparagraph 4.1.1;


 


In
case of any inconsistency, conflict or ambiguity among the Contract Documents,
the documents shall govern in the order in which they are listed above.


 


.2 The
term day shall mean calendar day, unless otherwise specifically defined.


 


.3
Design-Builder’s Fee means the compensation paid to the Design-Builder for
salaries and other mandatory or customary compensation of the Design-Builder’s
employees at its principal and branch offices except employees listed in
Subparagraph 8.2.2, general and administrative expenses of the Design-Builder’s
principal and branch offices other than the field office, and the
Design-Builder’s capital expenses, including interest on the Design-Builder’s
capital employed for the Work, and profit.


 


3

















 


.4
Defective Work is any portion of the Work not in conformance with the Contract
Documents as more fully described in Paragraph 3.8.


 


.5 The
term Fast-track means accelerated scheduling which involves commencing
construction prior to the completion of drawings and specifications and then
using means such as bid packages and efficient coordination to compress the
overall schedule.


 


.6
Final Completion occurs on the date when the Design-Builder’s obligations under
this Agreement are complete and accepted by the Owner and final payment becomes
due and payable.


 


.7 A
Material Supplier is a party or entity retained by the Design-Builder to
provide material and equipment for the Work.


 


.8
Others means other contractors and all persons at the Worksite who are not
employed by Design-Builder, its Subcontractors or Material Suppliers.


 


.9 The
Owner is the person or entity identified as such in this Agreement and includes
the Owner’s Representative.


 


.10
The Owner’s Program is an initial description of the Owner’s objectives, that
may include budget and time criteria, space requirements and relationships,
flexibility and expandability requirements, special equipment and systems, and
site requirements.


 


.11
The Project, as identified in Article 1, is the building, facility and/or
other improvements for which the Design-Builder is to perform the Work under
this Agreement. It may also include improvements to be undertaken by the Owner
or Others.


 


.12 A
Subcontractor is a party or entity retained by the Design-Builder as an
independent contractor to provide the on-site labor, materials, equipment
and/or services necessary to complete a specific portion of the Work. The term
Subcontractor does not include the Architect/Engineer or any separate
contractor employed by the Owner or any separate contractors subcontractors.


 


.13
Substantial Completion of the Work, or of a designated portion, occurs on the date
when the Design-Builder’s obligations are sufficiently complete in accordance
with the Contract Documents so that the Owner can utilize the Project, for the
use for which it is intended, in accordance with Paragraph 10.4. The issuance
of a Certificate of Occupancy is not a prerequisite for Substantial Completion
if the Certificate of Occupancy cannot be obtained due to factors beyond the
Design-Builder’s control. This date shall be confirmed by a Certificate of
Substantial Completion signed by the Owner and the Design-Builder. The
Certificate shall state the respective responsibilities of the Owner and the
Design-Builder for security, maintenance, heat, utilities, damage to the Work,
and insurance. The Certificate shall also list the items to be completed or
corrected, and establish the time for their completion and correction, within
the time frame, if any, established in Amendment No. 1 for the Date of
Final Completion.


 


.14 A
Subsubcontractor is a party or entity who has an agreement with a Subcontractor
to perform any portion of the Subcontractor’s work.


 


.15
The Work is the Design Phase Services procured or furnished in accordance with
Paragraph 3.1, the GMP  Proposal
provided in accordance with Paragraph 3.2, the Construction Phase Services
provided in accordance with Paragraph 3.3, Additional Services that may be
provided in accordance with Paragraph 3.10, and other services which are
necessary to complete the Project in accordance with and reasonably inferable
from the Contract Documents.


 


4

















 


.16
Worksite means the geographical area at the location mentioned in Article 1
where the Work is to be performed.


 


ARTICLE 3


 


DESIGN-BUILDER’S
RESPONSIBILITIES


 


The Design-Builder
shall be responsible for procuring or furnishing the design and for the
construction of the Work consistent with the Owner’s Program, as such Program
may be modified by the Owner during the course of the Work. The Design-Builder
shall exercise reasonable skill and judgment in the performance of its services
consistent with the team relationship described in Paragraph 2.1, but does not
warrant nor guarantee schedules and estimates other than those that are part of
the GMP proposal.


 


The Design-Builder
and the Owner may establish a Fast-track approach to the design and
construction services necessary to complete the Project. Such agreement
establishing a Fast-track approach and the Schedule of the Work shall be
included as an exhibit to this Agreement. In the absence of such agreement, the
parties shall proceed in accordance with Paragraphs 3.1 and 3.3 below.


 


3.1 DESIGN PHASE
SERVICES


 


3.1.1
PRELIMINARY EVALUATION. The Design-Builder shall review the Owner’s Program to
ascertain the requirements of the Project and shall verify such requirements
with the Owner. The Design-Builder’s review shall also provide to the Owner a
preliminary evaluation of the site with regard to access, traffic, drainage,
parking, building placement and other considerations affecting the building,
the environment and energy use, as well as information regarding applicable
governmental laws, regulations and requirements. The Design-Builder shall also
propose alternative architectural, civil, structural, mechanical, electrical
and other systems for review by the Owner, to determine the most desirable
approach on the basis of cost, technology, quality and speed of delivery. The
Design-Builder will also review existing test reports but will not undertake
any independent testing nor be required to furnish types of information derived
from such testing in its Preliminary Evaluation. Based upon its review and
verification of the Owner’s Program and other relevant information the
Design-Builder shall provide a Preliminary Evaluation of the Projects
feasibility for the Owner’s acceptance. The Design-Builder’s Preliminary
Evaluation shall specifically identify any deviations from the Owner’s Program.


 


3.1.2
PRELIMINARY SCHEDULE. The Design-Builder shall prepare a preliminary schedule of
the Work. The Owner shall provide written approval of milestone dates
established in the preliminary schedule of the Work. The schedule shall
show the activities of the Owner, the Architect/Engineer and the Design-Builder
necessary to meet the Owner’s completion requirements. The schedule shall
be updated periodically with the level of detail for each schedule update
reflecting the information then available. If an update indicates that a
previously approved schedule will not be met, the Design-Builder shall
recommend corrective action to the Owner in writing.


 


3.1.3
PRELIMINARY ESTIMATE. When sufficient Project information has been identified,
the Design-Builder shall prepare for the Owner’s acceptance a preliminary
estimate utilizing area, volume or similar conceptual estimating techniques.
The estimate shall be updated periodically with the level of detail for each
estimate update reflecting the information then available. If the preliminary
estimate or any update exceeds the Owner’s budget, the Design-Builder shall
make recommendations to the Owner.


 


3.1.4
SCHEMATIC DESIGN DOCUMENTS. The Design- Builder shall submit for the Owner’s
written approval Schematic Design Documents, based on the agreed upon
Preliminary Evaluation.


 


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Schematic
Design Documents shall include drawings, outline specifications and other
conceptual documents illustrating the Projects basic elements, scale, and their
relationship to the Worksite. One set of these documents shall be furnished to
the Owner. When the Design-Builder submits the Schematic Design Documents the
Design-Builder shall identify in writing all material changes and deviations
that have taken place from the Design-Builder’s Preliminary Evaluation, schedule and
estimate. The Design-Builder shall update the preliminary schedule and
estimate based on the Schematic Design Documents.


 


3.1.5
PLANNING PERMITS. The Design-Builder shall obtain and the Design-Builder shall
pay for all planning permits necessary for the construction of the Project. The
Owner shall obtain and the Owner shall pay for all environmental permits
necessary for the construction of the Project.


 


3.1.6
DESIGN DEVELOPMENT DOCUMENTS. The Design-Builder shall submit for the Owner’s
written approval Design Development Documents based on the approved Schematic
Design Documents. The Design Development Documents shall further define the
Project including drawings and outline specifications fixing and describing the
Project size and character as to site utilization, and other appropriate
elements incorporating the structural, architectural, mechanical and electrical
systems. One set of these documents shall be furnished to  the Owner. When the Design-Builder
submits the Design Development Documents, the Design-Builder shall identify in
writing all material changes and deviations that have taken place from the
Schematic Design Documents. The Design-Builder shall update the schedule and
estimate based on the Design Development Documents.


 


3.1.7
CONSTRUCTION DOCUMENTS. The Design-Builder shall submit for the Owner’s written
approval Construction Documents based on the approved Design Development
Documents. The Construction Documents shall set forth in detail the
requirements for construction of the Work, and shall consist of drawings and
specifications based upon codes, laws and regulations enacted at the time of
their preparation. When the Design-Builder submits the Construction Documents,
the Design-Builder shall identify in writing all material changes and
deviations that have taken place from the Design Development Documents.
Construction shall be in accordance with these approved Construction Documents.
One set of these documents shall be furnished to the Owner prior to
commencement of construction. If a GMP has not been established, the
Design-Builder shall prepare a further update of the schedule and estimate
based on the Construction Documents.


 


3.1.8
OWNERSHIP OF DOCUMENTS. Upon the making of payment pursuant to Paragraph 10.5,
the Owner shall receive ownership of the property rights, except for
copyrights, of all documents, drawings, specifications, electronic data and
information prepared, provided or procured by the Design-Builder, its
Architect/Engineer, Subcontractors and consultants and distributed to the Owner
for this Project. (Design-Build Documents)


 


.1 If
this Agreement is terminated pursuant to Paragraph 12.2, the Owner shall
receive ownership of the property rights, except for copyrights, of the
Design-Build Documents upon payment for all Work performed in accordance with
this Agreement, at which time the Owner shall have the right to use, reproduce
and make derivative works from the Design-Build Documents to complete the Work.


 


.2 If
this Agreement is terminated pursuant to Paragraph 12.3, the Owner shall
receive ownership of the property rights, except for copyrights, of the
Design-Build Documents upon payment of all sums provided in Paragraph 12.3, at
which time the Owner shall have the right to use, reproduce and make derivative
works from the Design-Build Documents to complete the Work.


 


6

















 


.3 The
Owner may use, reproduce and make derivative works from the Design-Build
Documents for subsequent renovation and remodeling of the Work, but shall not
use, reproduce or make derivative works from the Design-Build Documents for
other projects without the written authorization of the Design-Builder, who
shall not unreasonably withhold consent.


 


.4 The
Owner’s use of the Design-Build Documents without the Design-Builder’s
involvement or on other projects is at the Owner’s sole risk, except for the
Design-Builder’s indemnification obligation pursuant to Paragraph 3.7, and the
Owner shall defend, indemnify and hold harmless the Design-Builder, its
Architect/Engineer, Subcontractors and consultants, and the agents, officers,
directors and employees of each of them from and against any and all claims,
damages, losses, costs and expenses, including but not limited to attorney’s
fees, costs and expenses incurred in connection with any dispute resolution
process, arising out of or resulting from the Owner’s use of the Design-Build
Documents.


 


.5 The
Design-Builder shall obtain from its Architect/Engineer, Subcontractors and
consultants property rights and rights of use that correspond to the rights
given by the Design-Builder to the Owner in this Agreement.


 


3.1.9
OWNER SPECIFIED DESIGN Owner has specified that Biodiesel and Soy-Oil
Pretreatment Processes designed, specified and supplied by Crown Iron Works be
incorporated into the overall design of the Project. The Design-Builder is not
responsible in any way for the performance of these Owner specified Process
Designs furnished by Crown Iron Works. Design-Builder has the sole
responsibility for meeting or exceeding performance requirements based upon
Crown Design and for all items designed, engineered and installed in the
balance of the plant not designed by Crown.


 


Further,
Owner recognizes that Design-Builder is relying upon supplemental design
information provided by Crown Iron Works and that Design-Builder is not responsible
for any errors, omissions, or inaccuracies contained in such information.


 


3.1.10
Soils and subsurface studies, reports and investigations required for
submission to governmental authorities or others having jurisdiction over the
Project.


 


3.1.11
Artistic renderings of the Project or any part of the Project or the Work.


 


3.2 GUARANTEED
MAXIMUM PRICE (GMP)


 


3.2.1
GMP PROPOSAL. At such time as the Owner and the Design-Builder jointly agree,
the Design-Builder shall submit a GMP Proposal in a format acceptable to the
Owner. Unless the parties mutually agree otherwise, the GMP shall be the sum of
the estimated Cost of the Work as defined in Article 8 and the
Design-Builder’s Fee as defined in Article 7. The GMP is subject to
modification as provided in Article 9.


 


3.2.1.1
If the Design-Build Documents are not complete at the time the GMP Proposal is
submitted to the Owner, the Design-Builder shall provide in the  GMP for further development of the
Design-Build Documents consistent with the Owner’s Program. Such further
development does not include changes in scope, systems, kinds and quality of
materials, finishes or equipment, all of which if required, shall be
incorporated by Change Order.


 


3.2.2
BASIS OF GUARANTEED MAXIMUM PRICE. The Design-Builder shall include with the
GMP Proposal a written statement of its basis, which shall include:


 


7

















 


.1 a
list of the drawings and specifications, including all addenda, which were used
in preparation of the GMP Proposal;


 


.2 a
list of allowances and a statement of their basis;


 


.3 a
list of the assumptions and clarifications made by the Design-Builder in the
preparation of the GMP Proposal to supplement the information contained in the
drawings and specifications;


 


.4 the
Date of Substantial Completion and/or the Date of Final Completion upon which
the proposed GMP is based, and the Schedule of Work upon which the Date of
Substantial Completion and/or the Date of Final Completion is based;


 


.5 a schedule of
applicable alternate prices;


 


.6 a schedule of
applicable unit prices;


 


.7 a
statement of Additional Services included, if any;


 


.8 the
time limit for acceptance of the GMP proposal;


 


.9 the
Design-Builder’s Contingency as provided in Subparagraph 3.2.7;


 


.10 a
statement of any work to be self-performed by the Design-Builder; and


 


.11 a
statement identifying all patented or copyrighted materials, methods or systems
selected by the Design-Builder and incorporated in the Work that are likely to
require the payment of royalties or license fees.


 


3.2.3
REVIEW AND ADJUSTMENT TO GMP PROPOSAL The Design-Builder shall meet with the
Owner to review the GMP Proposal. In the event that the Owner has any comments
relative to the GMP Proposal, or finds any inconsistencies or inaccuracies in
the information presented, it shall give prompt written notice of such comments
or findings to the Design-Builder, who shall make appropriate adjustments to
the GMP, its basis or both.


 


3.2.4
ACCEPTANCE OF GMP PROPOSAL Upon acceptance by the Owner of the GMP Proposal, as
may be amended by the Design-Builder in accordance with Subparagraph 3.2.3, the
GMP and its basis shall be set forth in Amendment No. 1. The GMP and the
Date of Substantial Completion and/or the Date of Final Completion shall be
subject to modification in Article 9.


 


3.2.5
FAILURE TO ACCEPT THE GMP PROPOSAL Unless the Owner accepts the GMP Proposal in
writing on or before the date specified in the GMP Proposal for such acceptance
and so notifies the Design-Builder, the GMP Proposal shall not be effective. If
the Owner fails to accept the GMP Proposal, or rejects the GMP Proposal, the
Owner shall have the right to:


 


.1
Suggest modifications to the GMP Proposal. If such modifications are accepted
in writing by Design-Builder, the GMP Proposal shall be deemed accepted in
accordance with Subparagraph 3.2.4;


 


.2
Direct the Design-Builder to proceed on the basis of reimbursement as provided
in Articles 7 and 8 without a GMP, in which case all references in this
Agreement to the GMP shall not be applicable; or


 


.3
Terminate the Agreement for convenience in accordance with Paragraph 12.3.


 


8

















 


In the
absence of a GMP the parties may establish a Date of Substantial Completion
and/or a Date of Final Completion.


 


3.2.6
PRE-GMP WORK Prior to the Owner’s acceptance of the GMP Proposal, the
Design-Builder shall not incur any cost to be reimbursed as part of the Cost of
the Work, except as provided in this Agreement or as the Owner may specifically
authorize in writing.


 


3.2.7
DESIGN-BUILDER’S CONTINGENCY The GMP Proposal will contain, as part of the
estimated Cost of the Work, the Design-Builder’s Contingency, a sum mutually
agreed upon and monitored by the Design-Builder and the Owner for use at the
Design-Builder’s discretion to cover costs which are properly reimbursable as a
Cost of the Work but are not the basis for a Change Order.


 


3.3 CONSTRUCTION
PHASE SERVICES


 


3.3.1
The Construction Phase will commence upon the issuance by the Owner of a
written notice to proceed with construction. If construction commences prior to
execution of Amendment No. 1, the Design-Builder shall prepare for the
Owner’s written approval a list of the documents that are applicable to the
part of the Work which the Owner has authorized, which list shall be included
in the Owner’s written notice to proceed.


 


3.3.2
In order to complete the Work, the Design-Builder shall provide all necessary
construction supervision, inspection, construction equipment, labor, materials,
tools, and subcontracted items.


 


3.3.3
The Design-Builder shall give all notices and comply with all laws and
ordinances legally enacted at the date of execution of the Agreement which
govern the proper performance of the Work.


 


3.3.4
The Design-Builder shall obtain and include as a cost of the Work the building
permits necessary for the construction of the Project.


 


3.3.5
The Design-Builder shall keep such full and detailed accounts as are necessary
for proper financial management under this Agreement. The Owner shall be
afforded access to all the Design-Builder’s records, books, correspondence,
instructions, drawings, receipts, vouchers, memoranda and similar data relating
to this Agreement. The Design-Builder shall preserve all such records for a
period of three years after the final payment or longer where required by law.


 


3.3.6
The Design-Builder shall provide periodic written reports to the Owner on the
progress of the Work in such detail as is required by the Owner and as agreed
to by the Owner and the Design-Builder.


 


3.3.7
The Design-Builder shall develop a system of cost reporting for the Work,
including regular monitoring of actual costs for activities in progress and
estimates for uncompleted tasks and proposed changes in the Work. The reports
shall be presented to the Owner at mutually agreeable intervals.


 


3.3.8
The Design-Builder shall regularly remove debris and waste materials at the
Worksite resulting from the Work. The Design-Builder shall insure that on a
daily basis each work area is cleaned from debris, tools are put away and all
rubbish is placed in a trash container in order to improve safety, efficiency
and quality. Prior to discontinuing Work in an area, the Design-Builder shall
clean the area and remove all rubbish and its construction equipment, tools,
machinery, waste and surplus materials. The Design-Builder shall minimize and
confine dust and debris resulting from construction activities. At the
completion of the Work, the Design-Builder shall remove from the


 


9

















 


Worksite
all construction equipment, tools, surplus materials, waste materials and
debris.


 


3.3.9
The Design-Builder shall prepare and submit to the Owner:


 


final
marked up as-built drawings


 


updated electronic data


 


in general documenting how the various elements of
the Work including changes were actually constructed or installed, or as
defined by the parties by attachment to this Agreement.


 


3.4 SCHEDULE OF
THE WORK. The Design-Builder shall prepare and submit a Schedule of Work
for the Owner’s acceptance and written approval as to milestone dates. This schedule shall
indicate the dates for the start and completion of the various stages of the
Work, including the dates when information and approvals are required from the
Owner. The Schedule shall be revised as required by the conditions of the
Work.


 


3.5 SAFETY OF
PERSONS AND PROPERTY


 


3.5.1
SAFETY PRECAUTIONS AND PROGRAMS. The Design-Builder shall have overall
responsibility for safety precautions and programs in the performance of the Work.
While the provisions of this Paragraph establish the responsibility for safety
between the Owner and the Design-Builder, they do not relieve Subcontractors of
their responsibility for the safety of persons or property in the performance
of their work, nor for compliance with the provisions of applicable laws and
regulations.


 


3.5.2
The Design-Builder shall seek to avoid injury, loss or damage to persons or
property by taking reasonable steps to protect:


 


.1 its
employees and other persons at the Worksite;


 


.2  materials, supplies and equipment stored
at the Worksite for use in performance of the Work; and


 


.3 the
Project and all property located at the Worksite and adjacent to work areas,
whether or not said property or structures are part of the Project or involved
in the Work.


 


3.5.3
DESIGN-BUILDER’S SAFETY REPRESENTATIVE. The Design-Builder shall designate an
individual at the Worksite in the employ of the Design-Builder who shall act as
the Design-Builder’s designated safety representative with a duty to prevent
accidents. Unless otherwise identified by the Design-Builder in writing to the
Owner, the designated safety representative shall be the Design-Builder’s
project superintendent. The Design-Builder will report immediately in writing
all accidents and injuries occurring at the Worksite to the Owner. When the
Design-Builder is required to file an accident report with a public authority,
the Design-Builder shall furnish a copy of the report to the Owner.


 


3.5.4
The Design-Builder shall provide the Owner with copies of all notices required
of the Design-Builder by law or regulation. The Design-Builder’s safety program
shall comply with the requirements of governmental and quasi-governmental
authorities having jurisdiction over the Work.


 


3.5.5
Damage or loss not insured under property insurance which may arise from the
performance of the Work, to the extent of the negligence attributed to such
acts or omissions of the Design-Builder, or anyone for whose acts the
Design-Builder may be liable, shall be promptly remedied by the Design-Builder.
Damage or loss attributable to the acts or omissions of the Owner or Others and
not to the Design-Builder shall be promptly remedied by the Owner.


 


10

















 


3.5.6
If the Owner deems any part of the Work or Worksite unsafe, the Owner, without
assuming responsibility for the Design-Builder’s safety program, may require
the Design-Builder to stop performance of the Work or take corrective measures
satisfactory to the Owner, or both. If the Design-Builder does not adopt
corrective measures, the Owner may perform them and reduce by the costs of the
corrective measures the amount of the GMP, or in the absence of a GMP, the Cost
of the Work as provided in Article 8. The Design-Builder agrees to make no
claim for damages, for an increase in the GMP, compensation for Design Phase
Services, the Design-Builder’s Fee and/or the Date of Substantial Completion
and/or the Date of Final Completion based on the Design-Builder’s compliance
with the Owner’s reasonable request.


 


3.6 HAZARDOUS
MATERIALS


 


3.6.1
A Hazardous Material is any substance or material identified now or in the
future as hazardous under any federal, state or local law or regulation, or any
other substance or material which may be considered hazardous or otherwise
subject to statutory or regulatory requirements governing handling, disposal
and/or clean-up. The Design-Builder shall not be obligated to commence or
continue work until all Hazardous Material discovered at the Worksite has been
removed, rendered or determined to be harmless by the Owner as certified by an
independent testing laboratory approved by the appropriate government agency.


 


3.6.2
If after the commencement of the Work, Hazardous Material is discovered at the
Project, the Design-Builder shall be entitled to immediately stop Work in the
affected area. The Design-Builder shall report the condition to the Owner and,
if required, the government agency with jurisdiction.


 


3.6.3
The Design-Builder shall not be required to perform any Work relating to or in
the area of Hazardous Material without written mutual agreement.


 


3.6.4
The Owner shall be responsible for retaining an independent testing laboratory
to determine the nature of the material encountered and whether it is a
Hazardous Material requiring corrective measures and/or remedial action. Such
measures shall be the sole responsibility of the Owner, and shall be performed
in a manner minimizing any adverse effects upon the Work of the Design-Builder.
The Design-Builder shall resume Work in the area affected by any Hazardous
Material only upon written agreement between the parties after the Hazardous
Material has been removed or rendered harmless and only after approval, if
necessary, of the governmental agency or agencies with jurisdiction.


 


3.6.5
If the Design-Builder incurs additional costs and/or is delayed due to the
presence or remediation of Hazardous Material, the Design-Builder shall be
entitled to an equitable adjustment in the GMP, compensation for Design Phase
Services, the Design-Builder’s Fee and/or the Date of Substantial Completion
and/or the Date of Final Completion.


 


3.6.6
Provided the Design-Builder, its Subcontractors, Material Suppliers and
Subsubcontractors, and the agents, officers, directors and employees of each of
them, have not, acting under their own authority, knowingly entered upon any
portion of the Work containing Hazardous Materials, and to the extent not
caused by the negligent acts or omissions of the Design-Builder, its
Subcontractors, Material Suppliers and Subsubcontractors, and the agents,
officers, directors and employees of each of them, the Owner shall defend,
indemnify and hold harmless the Design-Builder, its Subcontractors and
Subsubcontractors, and the agents, officers, directors and employees of each of
them, from and against any and all direct claims, damages, losses, costs and
expenses, including but not limited to attorney’s fees, costs and expenses
incurred in connection with any dispute resolution process, arising out of or
relating to the performance of the Work in any area


 


11

















 


affected
by Hazardous Material. To the fullest extent permitted by law, such
indemnification shall apply regardless of the fault, negligence, breach of
warranty or contract, or strict liability of the Owner.


 


3.6.7
Material Safety Data (MSD) sheets as required by law and pertaining to
materials or substances used or consumed in the performance of the Work,
whether obtained by the Design-Builder, Subcontractors, the Owner or Others,
shall be maintained at the Project by the Design-Builder and made available to
the Owner and Subcontractors.


 


3.6.8
During the Design-Builder’s performance of the Work, the Design-Builder shall
be responsible for the proper handling of all materials brought to the Worksite
by the Design-Builder. Upon the issuance of the Certificate of Substantial
Completion, the Owner shall be responsible under this Paragraph for materials
and substances brought to the site by the Design-Builder if such materials or
substances are required by the Contract Documents.


 


3.6.9
The terms of this Paragraph 3.6 shall survive the completion of the Work under
this Agreement and/or any termination of this Agreement.


 


3.7 ROYALTIES,
PATENTS AND COPYRIGHTS. The Design-Builder shall pay all royalties and license
fees which may be due on the inclusion of any patented or copyrighted
materials, methods or systems selected by the Design-Builder and incorporated
in the Work. The Design-Builder shall defend, indemnify and hold the Owner
harmless from all suits or claims for infringement of any patent rights or
copyrights arising out of such selection. The Owner agrees to defend, indemnify
and hold the Design-Builder harmless from all suite or claims of infringement
of any patent rights or copyrights arising out of any patented or copyrighted
materials, methods or systems specified by the Owner. It is agreed that process
design, engineering, and equipment furnished by Crown Iron Works has been
specified by the Owner as it relates to this Article.


 


3.8 WARRANTIES AND
COMPLETION


 


3.8.1
The Design-Builder warrants that all materials and equipment furnished under
the Construction Phase of this Agreement will be new unless otherwise
specified, of good quality, in conformance with the Contract Documents, and
free from defective workmanship and materials. The Design-Builder guarantees
that all items designed, engineered and installed by the Design-Builder will
meet or exceed performance standards required to fulfill design requirements of
Crown and the balance of the plant not designed by Crown. Warranties shall
commence on the Date of Substantial Completion of the Work or of a designated
portion. The Design-Builder agrees to correct all construction performed under
this Agreement which is defective in workmanship or materials within a period
of one year from the Date of Substantial Completion or for such longer periods
of time as may be set forth with respect to specific warranties required by the
Contract Documents.


 


3.8.2
To the extent products, equipment, systems or materials incorporated in the
Work are specified and purchased by the Owner, they shall be covered
exclusively by the warranty of the manufacturer. There are no warranties which
extend beyond the description on the face of any such warranty. To the extent
products, equipment, systems or materials incorporated in the Work are
specified by the Owner but purchased by the Design-Builder and are inconsistent
with selection criteria that otherwise would have been followed by the
Design-Builder, the Design-Builder shall assist the Owner in pursuing warranty
claims. ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING THE WARRANTY OF
MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE
EXPRESSLY DISCLAIMED. It is agreed that process design, engineering and
equipment furnished by Crown Iron Works has been specified by


 


12

















 


the
Owner as it relates to this Article.


 


3.8.3
The Design-Builder shall secure required certificates of inspection, testing or
approval and deliver them to the Owner.


 


3.8.4
The Design-Builder shall collect all written warranties and equipment manuals
and deliver them to the Owner in a format directed by the Owner or before final
completion.


 


3.8.5
With the assistance of the Owner’s personnel, the Design-Builder shall direct
the checkout of utilities for readiness of start-up operations. Owner, with the
assistance of Design-Builder’s personnel shall direct the start-up operations,
and adjusting and balancing of systems and equipment.


 


3.9
CONFIDENTIALITY. The Design-Builder shall treat as confidential and not
disclose to third persons, except Subcontractors, Subsubcontractors and the
Architect/Engineer as is necessary for the performance of the Work, or use for
its own benefit any of the Owner’s developments, confidential information,
know-how, discoveries, production methods and the like that may be disclosed to
the Design-Builder or which the Design-Builder may acquire in connection with the
Work. The Owner shall treat as confidential information all of the
Design-Builder’s estimating systems and historical and parameter cost data that
may be disclosed to the Owner in connection with the performance of this
Agreement.


 


3.10 ADDITIONAL
SERVICES. The Design-Builder shall provide or procure the following Additional
Services upon the request of the Owner. A written agreement between the Owner
and the Design-Builder shall define the extent of such Additional Services
before they are performed by the Design-Builder. If a GMP has been established
for the Work or any portion of the Work, such Additional Services shall be
considered a Change in the Work, unless they are specifically included in the
statement of the basis of the GMP as set forth in Amendment No. 1.


 


.3
Surveys, site evaluations, legal descriptions and aerial photographs.


 


.4
Appraisals of existing equipment, existing properties, new equipment and
developed properties.


 


.5
Environmental studies, reports and investigations required for submission to
governmental authorities or others having jurisdiction over the Project.


 


.6
Consultations and representations before governmental authorities or others
having jurisdiction over the Project other than normal assistance in securing
building permits.


 


.7
Investigation or making measured drawings of existing conditions or the
reasonably required verification of Owner -provided drawings and information.


 


.9
Inventories of existing furniture, fixtures, furnishings and equipment which
might be under consideration for incorporation into the Work.


 


.10
Interior design and related services including procurement and placement of
furniture, furnishings, artwork and decorations.


 


.11
Making revisions to the Schematic Design, Design Development, Construction
Documents or documents forming the basis of the GMP after they have been
approved by the Owner, and which are due to causes beyond the control of the
Design-Builder. Causes beyond the control of the Design-Builder do not include
acts or omissions on the part of Subcontractors, Material Suppliers,
Subsubcontractors or the Architect/Engineer.


 


.12
Design, coordination, management, expediting and other services supporting the
procurement


 


13

















 


of
materials to be obtained, or work to be performed, by the Owner, including but
not limited to telephone systems, computer wiring networks, sound systems,
alarms, security systems and other specialty systems which are not a part of
the Work.


 


.13
Estimates, proposals, appraisals, consultations, negotiations and services in
connection with the repair or replacement of an insured loss, provided such
repair or replacement did not result from the negligence of the Design-Builder.


 


.14
The premium portion of overtime work ordered by the Owner, including
productivity impact costs, other than that required by the Design-Builder to
maintain the Schedule of Work.


 


.16
Obtaining service contractors and training maintenance personnel, assisting and
consulting in the use of systems and equipment after the initial start up.


 


.17
Services for tenant or rental spaces not a part of this Agreement.


 


.18
Services requested by the Owner or required by the Work which are not specified
in the Contract Documents and which are not normally part of generally accepted
design and construction practice.


 


.19
Serving or preparing to serve as an expert witness in connection with any
proceeding, legal or otherwise, regarding the Project.


 


.20
Document reproduction exceeding the limits provided for in this Agreement.


 


3.11
DESIGN-BUILDER’S REPRESENTATIVE The Design-Builder shall designate a person who
shall be the Design-Builder’s authorized representative. The Design-Builder’s
Representative is Paul Sondgeroth.


 


ARTICLE 4


 


OWNER’S RESPONSIBILITIES


 


4.1 INFORMATION
AND SERVICES PROVIDED BY OWNER


 


4.1.1
The Owner shall provide full information in a timely manner regarding
requirements for the Project, including the Owner’s Program and other relevant
information.


 


4.1.2
The Owner shall provide:


 


.1 all
available information describing the physical characteristics of the site,
including surveys, site evaluations, legal descriptions, existing conditions,
and environmental studies, reports and investigations;


 


.2
inspection and testing services during construction as required by law or as
mutually agreed; and


 


.3
unless otherwise provided in the Contract Documents, necessary approvals, site
plan review, rezoning, easements and assessments, fees and charges required for
the construction, use, occupancy or renovation of permanent structures,
including legal and other required services.


 


4.1.3
The Owner shall provide reasonable evidence satisfactory to the Design-Builder,
prior to commencing the Work and during the progress of the Work, that
sufficient funds are available and committed for the entire cost of the
Project, including a reasonable allowance for changes in the Work as may be
approved in the course of the Work. Unless such reasonable evidence is
provided, the Design-Builder shall not be required to commence or continue the
Work. The Design-Builder


 


14

















 


may
stop Work after seven (7) days’ written notice to the Owner if such
evidence is not presented within a reasonable time. The failure of the
Design-Builder to insist upon the providing of this evidence at any one time
shall not be a waiver of the Owner’s obligation to make payments pursuant to
this Agreement, nor shall it be a waiver of the Design-Builder’s right to
require that such evidence be provided at a later date.


 


4.1.4
Wastewater Treatment: Owner is responsible for the design and construction of
the Wastewater Treatment System. Design-Builder shall furnish Owner specified
utilities for the system to a specified boundary location.


 


4.1.5
The Design-Builder shall be entitled to rely on the completeness and accuracy
of the information and services required by this Paragraph 4.1.


 


4.2
RESPONSIBILITIES DURING DESIGN PHASE


 


4.2.1
The Owner shall provide the Owner’s Program at the inception of the Design
Phase and shall review and timely approve in writing schedules, estimates,
Preliminary Estimate, Schematic Design Documents, Design Development Documents
and Construction Documents furnished during the Design Phase as set forth in
Paragraph 3.1, and the GMP Proposal as set forth in Paragraph 3.2.


 


4.3
RESPONSIBILITIES DURING CONSTRUCTION PHASE


 


4.3.1
The Owner shall review the Schedule of the Work as set forth in Paragraph
3.4 and timely approve the milestone dates set forth.


 


4.3.2
If the Owner becomes aware of any error, omission or failure to meet the
requirements of the Contract Documents or any fault or defect in the Work, the
Owner shall give prompt written notice to the Design-Builder.


 


4.3.3
The Owner shall communicate with the Design-Builder’s Subcontractors, Material
Suppliers and the Architect/Engineer only through or in the presence of the
Design-Builder. The Owner shall have no contractual obligations to
Subcontractors, suppliers, or the Architect/Engineer.


 


4.3.4
The Owner shall provide insurance for the Project as provided in Article 11.


 


4.4 OWNER’S
REPRESENTATIVE. The Owner’s Representative is Ray Laabs. The Representative:


 


.1
shall be fully acquainted with the Project;


 


.2
agrees to furnish the information and services required of the Owner pursuant to
Paragraph 4.1 so as not to delay the Design-Builder’s Work; and


 


.3
shall have authority to bind the Owner in all matters requiring the Owner’s
approval, authorization or written notice. If the Owner changes its
representative or the representatives authority as listed above, the Owner
shall notify the Design-Builder in writing in advance.


 


4.5 TAX EXEMPTION.
If in accordance with the Owner’s direction the Design-Builder claims an
exemption for taxes, the Owner shall defend, indemnify and hold the Design-Builder
harmless for all liability, penalty, interest, fine, tax assessment, attorney’s
fees or other expense or cost incurred by the Design-Builder as a result of any
action taken by the Design-Builder in accordance with the Owner’s direction.


 


15

















 


ARTICLE 5


 


SUBCONTRACTS


 


Work not performed
by the Design-Builder with its own forces shall be performed by Subcontractors
or the Architect/Engineer.


 


5.1 RETAINING
SUBCONTRACTORS. The Design-Builder shall not retain any subcontractor to whom
the Owner has a reasonable and timely objection, provided that the Owner agrees
to compensate the Design-Builder for any additional costs incurred by the
Design-Builder as a result of such objection. The Owner may propose subcontractors
to be considered by the Design-Builder. The Design-Builder shall not be
required to retain any subcontractor to whom the Design-Builder has a
reasonable objection.


 


5.2 MANAGEMENT OF
SUBCONTRACTORS. The Design-Builder shall be responsible for the management of
the Subcontractors in the performance of their work.


 


5.3 ASSIGNMENT OF
SUBCONTRACT AGREEMENTS. The Design-Builder shall provide for assignment of
subcontract agreements in the event that the Owner terminates this Agreement
for cause as provided in Paragraph 12.2. Following such termination, the Owner
shall notify in writing those Subcontractors whose assignments will be
accepted, subject to the rights of sureties.


 


5.4 BINDING OF
SUBCONTRACTORS AND MATERIAL SUPPLIERS. The Design-Builder agrees to bind every
Subcontractor and Material Supplier (and require every Subcontractor to so bind
its Subsubcontractors and Material Suppliers) to all the provisions of this
Agreement and the Contract Documents as they apply to the Subcontractors and
Material Suppliers portions of the Work.


 


ARTICLE 6


 


TIME


 


6.1 DATE OF
COMMENCEMENT. The Date of Commencement is the effective date of this Agreement
as first written in Article 1 unless otherwise set forth below: (Insert
here any special provisions concerning Notices to Proceed and the Date of
Commencement.)


 


The
Work shall proceed in general accordance with the Schedule of Work as such
schedule may be amended from time to time, subject, however, to other
provisions of this Agreement.


 


6.2
SUBSTANTIAL/FINAL COMPLETION. Unless the parties agree otherwise, the Date of
Substantial Completion and/or the Date of Final Completion shall be established
in Amendment No. 1 to this Agreement subject to adjustments as provided
for in the Contract Documents. The Owner and the Design-Builder may agree not
to establish such dates, or in the alternative, to establish one but not the
other of the two dates. If such dates are not established upon the execution of
this Agreement, at such time as a GMP is accepted a Date of Substantial
Completion and/or Date of Final Completion of the Work shall be established in
Amendment No. 1. If a GMP is not established and the parties desire to
establish a Date of Substantial Completion and/or Date of Final Completion, it
shall be set forth in Amendment No. 1.


 


6.2.1
Time limits stated in the Contract Documents are of the essence.


 


6.2.2
Unless instructed by the Owner in writing, the Design-Builder shall not
knowingly commence the Work before the effective date of insurance that is
required to be provided by the Design-Builder or the Owner.


 


16

















 


6.3 DELAYS IN THE
WORK


 


6.3.1
If causes beyond the Design-Builder’s control delay the progress of the Work,
then the GMP, compensation for Design Phase Services, the Design-Builder’s Fee
and/or the Date of Substantial Completion and/or the Date of Final Completion
shall be modified by Change Order as appropriate. Such causes shall include but
not be limited to: changes ordered in the Work, acts or omissions of the Owner
or Others, the Owner preventing the Design-Builder from performing the Work
pending dispute resolution, Hazardous Materials or differing site conditions.
Causes beyond the control of the Design-Builder do not include acts or
omissions on the part of the Design-Builder, Subcontractors, Subsubcontractors,
Material Suppliers or the Architect/Engineer.


 


6.3.2
To the extent a delay in the progress of the Work is caused by adverse weather
conditions not reasonably anticipated, fire, unusual transportation delays,
general labor disputes impacting the Project but not specifically related to
the Worksite, governmental agencies, or unavoidable accidents or circumstances,
the Design-Builder shall only be entitled to its actual costs without fee and
an extension of the Date of Substantial Completion and/or the Date of Final
Completion.


 


6.3.3
In the event delays to the Project are encountered for any reason, the parties
agree to undertake reasonable steps to mitigate the effect of such delays.


 


ARTICLE 7


 


COMPENSATION


 


7.1 DESIGN PHASE
COMPENSATION


 


7.1.1
To the extent required by applicable law, the cost of services performed
directly by the Architect/Engineer is computed separately and is independent
from the Design-Builder’s compensation for work or services performed directly
by the Design-Builder; these costs shall be shown as separate items on
applications for payment. If an Architect/Engineer is retained by the
Design-Builder, the payments to the Architect/Engineer shall be as detailed in
a separate agreement between the Design-Builder and the Architect/Engineer.


 


7.1.2
The Owner shall compensate the Design-Builder for services performed during the
Design Phase as described in Paragraph 3.1, including preparation of a GMP
Proposal, if applicable, as described in Paragraph 3.2, as follows:
Compensation for Design work throughout the project shall be paid as follows:
Design services self performed by the Design-Builder shall be compensated using
the attached “Todd & Sargent Professional Billing Rates to REG”. Design
services performed by Sub-Consultants to the Design-Builder shall be
compensated at Design-Builder’s actual cost plus a fee that shall be included
in the Design-Builder’s fee shown in Article 7.3.


 


7.1.3
Compensation for Design Phase Services, as part of the Work, shall be
compensated as shown in Paragraph 7.1.2 above.


 


7.1.5
Within fifteen (15) days after receipt of each monthly application for payment,
the Owner shall pay directly to the Design-Builder the appropriate amount for
which application for payment is made, less amounts previously paid by the
Owner. If such application is rejected in whole or in part, the Owner shall
indicate the reasons for its rejection. If the Owner and the Design-Builder
cannot agree on a revised amount then, within fifteen (15) days after its
initial rejection in part of such application, the Owner shall pay directly to
the Design-Builder the appropriate amount for those items not rejected by the
Owner for which application for payment is made, less amounts previously paid
by the Owner. Those items rejected by the Owner shall be due and payable when
the reasons for the rejection have been removed.


 


17

















 


7.1.6
If the Owner fails to pay the Design-Builder at the time payment of any amount
becomes due, then the Design-Builder may, at any time thereafter, upon serving
written notice that the Work will be stopped within seven (7) days after
receipt of the notice by the Owner, and after such seven (7) day period,
stop the Work until payment of the amount owing has been received.


 


7.1.7
Payments due pursuant to Subparagraph 7.1.5, may bear interest from the date
payment is due at the prime rate prevailing at the location of Project.


 


7.2 CONSTRUCTION
PHASE COMPENSATION


 


7.2.1
The Owner shall compensate the Design-Builder for Work performed following the
commencement of the Construction Phase on the following basis:


 


.1 the
Cost of the Work as allowed in Article 8; and


 


.2 the
Design-Builder’s Fee paid in proportion to the services performed subject to
adjustment as provided in Paragraph 7.4.


 


7.2.2
The compensation to be paid under this Paragraph 7.2 shall be limited to the
GMP established in Amendment No. 1, as the GMP may be adjusted under Article 9.


 


7.2.3
Payment for Construction Phase Services shall be as set forth in Article 10.
If Design Phase Services continue to be provided after construction has
commenced, the Design-Builder shall continue to be compensated as provided in
Paragraph 7.1, or as mutually agreed.


 


7.3 DESIGN-BUILDER’S
FEE. The Design-Builder’s Fee shall be as follows, subject to adjustment as
provided in Paragraph 7.4:


 


Fee of 10% of Cost
of the Work not including services billed using Todd & Sargent
Professional Billing Rates.


 


7.4 ADJUSTMENT IN
THE DESIGN-BUILDER’S FEE Adjustment in the Design-Builder’s Fee shall be made
as follows:


 


.1 for
changes in the Work as provided in Article 9, the Design-Builder’s Fee
shall be adjusted as follows:


 


Fee of
10% of the Cost of the Work.


 


.2 for
delays in the Work not caused by the Design-Builder, except as provided in
Subparagraph 6.3.2, there will be an equitable adjustment in the Design-Builder’s
Fee to compensate the Design-Builder for increased expenses; and


 


.3 if
the Design-Builder is placed in charge of managing the replacement of an
insured or uninsured loss, the Design-Builder shall be paid an additional fee
in the same proportion that the Design-Builder’s Fee bears to the estimated
Cost of the Work for the replacement.


 


ARTICLE 8


 


COST OF THE WORK


 


The Owner agrees to
pay the Design-Builder for the Cost of the Work as defined in this Article.
This


 


18

















 


payment shall be
in addition to the Design-Builder’s Fee stipulated in Paragraph 7.3.


 


8.1 COST ITEMS FOR
DESIGN PHASE SERVICES


 


8.1.1
Compensation for Design Phase Services as provided in Paragraph 7.1.


 


8.2 COST ITEMS FOR
CONSTRUCTION PHASE SERVICES


 


8.2.1
Wages paid for labor in the direct employ of the Design-Builder in the
performance of the Work.


 


8.2.2
Salaries of the Design-Builder’s employees, in whatever capacity employed,
employees engaged on the road expediting the production or transportation of
material and equipment, and employees from the principal or branch office:


 


All
functions listed on Todd & Sargent Professional Billing Rates to REG
at the stated rates.


 


8.2.3
Cost of all employee benefits and taxes including but not limited to workers
compensation, unemployment compensation, Social Security, health, dental,
welfare, retirement and other fringe benefits as required by law, labor
agreements, or paid under the Design-Builder’s standard personnel policy,
insofar as such costs are paid to employees of the Design-Builder who are
included in the Cost of the Work under Subparagraphs 8.2.1.


 


8.2.4
Reasonable transportation, travel, hotel and moving expenses of the
Design-Builder’s personnel incurred in connection with the Work. Reasonable
travel includes per diem at rates that vary from $47.50/day to $99.00/day based
on position and travel from employees home to the jobsite at the government’s
stipulated mileage rate.


 


8.2.5
Cost of all materials, supplies and equipment purchased and incorporated in the
Work, including costs of inspection and testing if not provided by the Owner,
transportation, storage and handling.


 


8.2.6
Payments made by the Design-Builder to Subcontractors for work performed under
this Agreement.


 


8.2.7
Fees and expenses for design services procured or furnished by the
Design-Builder except as provided by the Architect/Engineer and compensated in
Paragraph 7.1.


 


8.2.8
Cost, including transportation and maintenance of all materials, supplies,
equipment, temporary facilities and hand tools not owned by the workers that
are used or consumed in the performance of the Work, less salvage value and/or residual
value; and cost less salvage value on such items used, but not consumed that
remain the property of the Design-Builder. Cost of “hand tools” referred to in
this Article shall be paid at the rate of 8% of the actual labor.


 


8.2.9
Rental charges of all necessary machinery and equipment, exclusive of hand
tools owned by workers, used at the Worksite, whether rented from the
Design-Builder or Others, including installation, repair and replacement,
dismantling, removal, maintenance, transportation and delivery costs. Rental
from unrelated third parties shall be reimbursed at actual cost. Rentals from
the Design-Builder or its affiliates, subsidiaries or related parties shall be
reimbursed at the prevailing rates in the locality of the Worksite up to eighty-five
percent (85%) of the value of the piece of equipment.


 


19

















 


8.2.10
Cost of the premiums for all insurance and surety bonds which the
Design-Builder is required to procure or deems necessary, and approved by the
Owner. It is agreed that the General Liability Insurance will be furnished by
the Weitz CCIP Insurance Program. The rate for this will be approximately
$14.00/$1000.


 


8.2.11
Sales, use, gross receipts or other taxes, tariffs or duties related to the
Work for which the Design-Builder is liable.


 


8.2.12
Permits, fees, licenses, tests, royalties, damages for infringement of patents
and/or copyrights, including costs of defending related suits for which the
Design-Builder is not responsible as set forth in Paragraph 3.7, and deposits
lost for causes other than the Design-Builder’s negligence.


 


8.2.13
Losses, expenses or damages to the extent not compensated by insurance or
otherwise, and the cost of corrective work and/or redesign during the
Construction Phase and for a period of one year following the Date of
Substantial Completion, provided that such corrective work and/or redesign did
not arise from the negligence of the Design-Builder.


 


8.2.14
All costs associated with establishing, equipping, operating, maintaining and
demobilizing the field office.


 


8.2.15
Reproduction costs, photographs, cost of telegrams, facsimile transmissions,
long distance telephone calls, data processing services, postage, express
delivery charges, telephone service at the Worksite and reasonable petty cash
expenses at the field office.


 


8.2.16
All water, power and fuel costs necessary for the Work.


 


8.2.17
Cost of removal of all non-hazardous substances, debris and waste materials.


 


8.2.18
Costs incurred due to an emergency affecting the safety of persons and/or
property.


 


8.2.19
Legal, mediation and arbitration fees and costs, other than those arising from
disputes between the Owner and the Design-Builder, reasonably and properly
resulting from the Design-Builder’s performance of the Work.


 


8.2.20
All costs directly incurred in the performance of the Work or in connection
with the Project, and not included in the Design-Builder’s Fee as set forth in Article 7,
which are reasonably inferable from the Contract Documents as necessary to
produce the intended results.


 


8.2.21
Building Permits necessary for the construction of the Project.


 


8.2.22
Utility costs, including but not limited to water, gas, oil, electricity: snow
removal; weather protection; temporary toilets; protection and altering of
public utilities; protection and repairs of existing or adjoining property;
rental property for storage of materials and equipment or parking; expenses
related to advertising and hiring construction workers for this Project; costs
related to Contractor’s drug free workplace and safety policies for this
Project; vehicle allowance and mileage reimbursement; and the cost of discharge
of mechanic’s liens not otherwise recoverable.


 


8.2.23
Losses and expenses not compensated by insurance or otherwise sustained by the
Contractor in connection with the Work provided they were not caused by
negligence or failure to fulfill a specific responsibility of the Contractor.


 


8.2.24
Subguard Subcontractor performance insurance at the agreed rate of $8.00 per
$1000 of applicable Subcontract sum.


 


20

















 


8.3 DISCOUNTS. All
discounts for prompt payment shall accrue to the Owner to the extent such
payments are made directly by the Owner. To the extent payments are made with
funds of the Design-Builder, all cash discounts shall accrue to the
Design-Builder. All trade discounts, rebates and refunds, and all returns from
sale of surplus materials and equipment, shall be credited to the Cost of the
Work.


 


ARTICLE 9


 


CHANGES IN THE WORK


 


Changes in the
Work which are within the general scope of this Agreement may be accomplished,
without invalidating this Agreement, by Change Order, Work Change Directive, or
a minor change in the work, subject to the limitations stated in the Contract
Documents.


 


9.1 CHANGE ORDER


 


9.1.1
The Design-Builder may request and/or the Owner, without invalidating this
Agreement, may order changes in the Work within the general scope of the
Contract Documents consisting of additions, deletions or other revisions to the
GMP or the estimated cost of the work, compensation for Design Phase Services,
the Design-Builder’s Fee and/or the  Date
of Substantial Completion and/or the Date of Final Completion being adjusted
accordingly. All such changes in the Work shall be authorized by applicable
Change Order, and shall be performed under the applicable conditions of the
Contract Documents.


 


9.1.2
Each adjustment in the GMP and/or estimated Cost of the Work resulting from a
Change Order shall clearly separate the amount attributable to compensation for
Design Phase Services, other Cost of the Work and the Design-Builder’s Fee,
with the Design-Builder’s Fee not to exceed ten percent (10%).


 


9.1.3
The Owner and the Design-Builder shall negotiate in good faith an appropriate
adjustment to the GMP or the estimated Cost of the Work, compensation for
Design Phase Services, the Design-Builder’s Fee and/or the Date of Substantial
Completion and/or the Date of Final Completion and shall conclude these
negotiations as expeditiously as possible. Acceptance of the Change Order and
any adjustment in the GMP, the estimated Cost of the Work, compensation for
Design Phase Services, the Design-Builder’s Fee and/or the Date of Substantial
Completion and/or the Date of Final Completion shall not be unreasonably
withheld.


 


9.2 WORK CHANGE
DIRECTIVES


 


9.2.1
The Owner may issue a written Work Change Directive directing a change in the
Work prior to reaching agreement with the Design-Builder on the adjustment, if
any, in the GMP, estimated Cost of the Work, the Design-Builder’s Fee, the Date
of Substantial Completion and/or the Date of Final Completion, and  if appropriate, the compensation for
Design Phase Services.


 


21

















 


9.2.2
The Owner and the Design-Builder shall negotiate expeditiously and in good
faith for appropriate adjustments, as applicable, to the GMP, estimated Cost of
the Work, the Design-Builder’s Fee, the Date of Substantial Completion and/or
the Date of Final Completion, and if appropriate the compensation for Design
Phase Services, arising out  of
Work Change Directives. As the changed work is completed, the Design Builder
shall submit its costs for such work with its application for payment beginning
with the next application for payment within thirty (30) days of the issuance
of the Work Change Directive. Pending final determination of cost to the Owner,
amounts not in dispute may be included in applications for payment and shall be
paid by Owner.


 


9.2.3
If the Owner and the Design-Builder agree upon the adjustments in the GMP,
estimated Cost of the Work, the Design-Builder’s Fee, the Date of Substantial
Completion and/or the Date of Final Completion, and if appropriate the
compensation for Design Phase Services, for a change in the Work directed by a
Work Change Directive, such agreement shall be the subject of an appropriate
Change Order. The Change Order shall include all outstanding Change Directives
issued since the last Change Order.


 


9.3 MINOR CHANGES
IN THE WORK


 


9.3.1
The Design-Builder may make minor changes in the design and construction of the
Project consistent with the intent of the Contract Documents which do not
involve an adjustment in the GMP, estimated Cost of the Work, the
Design-Builder’s Fee, the Date of Substantial Completion and/or the Date of
Final Completion, and do not materially and adversely affect the design of the
Project, the quality of any of the materials or equipment specified in the
Contract Documents, the performance of any materials, equipment or systems
specified in the Contract Documents, or the quality of workmanship required by
the Contract Documents.


 


9.3.2
The Design-Builder shall promptly inform the Owner in writing of any such
changes and shall record such changes on the Design-Build Documents maintained
by the Design-Builder.


 


9.4 UNKNOWN
CONDITIONS. If in the performance of the Work the Design-Builder finds latent,
concealed or subsurface physical conditions which materially differ from the
conditions the Design-Builder reasonably anticipated, or if physical conditions
are materially different from those normally encountered and generally
recognized as inherent in the kind of work provided for in this Agreement, then
the GMP, estimated Cost of the Work, the Design-Builder’s Fee, the  Date of Substantial Completion and/or the
Date of Final Completion, and if appropriate the compensation for Design Phase
Services, shall be equitably adjusted by Change Order within a reasonable time
after the conditions are first observed. The Design-Builder shall provide the
Owner with written notice within the time period set forth in Paragraph 9.6.


 


9.5 DETERMINATION
OF COST


 


9.5.1
An increase or decrease in the GMP and/or estimated Cost of the Work resulting
from a change in the Work shall be determined by one or more of the following
methods:


 


.1
unit prices set forth in this Agreement or as subsequently agreed;


 


.2 a
mutually accepted, itemized lump sum;


 


.3  costs determined as defined in Paragraph 7.2
and Article 8 and a mutually acceptable Design-Builder’s Fee as determined
in Subparagraph 7.4.1; or


 


.4  if an increase or decrease cannot be agreed
to as set forth in Clauses 9.5.1.1 through 9.5.1.3 above, and the Owner issues
a Work Change Directive, the cost of the change in the Work shall be determined
by the reasonable actual expense and savings of the performance


 


22

















 


of the
Work resulting from the change. If there is a net increase in the GMP, the
Design-Builder’s Fee shall be adjusted as set forth in Subparagraph 7.4.1. In
case of a net decrease in the GMP, the Design-Builder’s Fee shall not be
adjusted unless ten percent (10%) or more of the Project is deleted. The
Design-Builder shall maintain a documented, itemized accounting evidencing the
expenses and savings.


 


9.5.2
If unit prices are indicated in the Contract Documents or are subsequently
agreed to by the parties, but the character or quantity of such unit items as
originally contemplated is so different in a proposed Change Order that the
original unit prices will cause substantial inequity to the Owner or the
Design-Builder, such unit prices shall be equitably adjusted.


 


9.5.3
If the Owner and the Design-Builder disagree as to whether work required by the
Owner is within the scope of the Work, the Design-Builder shall furnish the
Owner with an estimate of the costs to perform the disputed work in accordance
with the Owner’s interpretations. If the Owner issues a written order for the
Design-Builder to proceed, the Design-Builder shall perform the disputed work
and the Owner shall pay the Design-Builder fifty percent (50%) of its estimated
cost to perform the work. In such event, both parties reserve their rights as
to whether the work was within the scope of the Work. The Owner’s payment does
not prejudice its right to be reimbursed should it be determined that the
disputed work was within the scope of Work. The Design-Builder’s receipt of
payment for the disputed work does not prejudice its right to receive full
payment for the disputed work should it be determined that the disputed work is
not within the scope of the Work.


 


9.6 CLAIMS FOR
ADDITIONAL COST OR TIME. For any claim for an increase in the GMP, estimated
Cost of the Work, the Design-Builder’s Fee and the Date of Substantial
Completion and/or the Date of Final Completion, and if appropriate the
compensation for Design Phase Services, the Design-Builder shall give the Owner
written notice of the claim within twenty-one (21) days after the occurrence
giving rise to the claim or within twenty-one (21) days after the
Design-Builder first recognizes the condition giving rise to the claim,
whichever is later. Except in an emergency, notice shall be given before
proceeding with the Work. Claims for design and estimating costs incurred in
connection with possible changes requested by the Owner, but which do not
proceed, shall be made within twenty-one (21) days after the decision is made
not to proceed. Any change in the GMP, estimated Cost of the Work, the
Design-Builder’s Fee, the Date of Substantial Completion and/or the Date of
Final Completion, and if appropriate the compensation for Design Phase
Services, resulting from such claim shall be authorized by Change Order.


 


9.7 EMERGENCIES.
In any emergency affecting the safety of persons and/or property, the
Design-Builder shall act, at its discretion, to prevent threatened damage,
injury or loss. Any change in the GMP, estimated Cost of the Work, the
Design-Builder’s Fee, the Date of Substantial Completion and/or the Date of
Final Completion, and if appropriate the compensation for Design Phase
Services, on account of emergency work shall be determined as provided in this
Article.


 


9.8 CHANGES IN
LAW. In the event any changes in laws or regulations affecting the performance
of the Work are enacted after either the date of this Agreement or the date a
GMP Proposal is accepted by the Owner and set forth in Amendment No. 1 to
this Agreement, whichever occurs later, the GMP, estimated Cost of the Work,
the Design-Builder’s Fee, the Date of Substantial Completion and/or the Date of
Final Completion, and if appropriate the compensation for Design Phase
Services, shall be equitably adjusted by Change Order.


 


23

















 


ARTICLE 10


 


PAYMENT FOR CONSTRUCTION
PHASE SERVICES


 


10.1 PROGRESS
PAYMENTS


 


10.1.1
On the last day of each month after the Construction Phase has commenced, the
Design-Builder shall submit to the Owner an application for payment consisting
of the Cost of the Work performed up to the last day of the month, including
the cost of material suitably stored on the Worksite or at other locations
approved by the Owner, along with a proportionate share of the Design-Builder’s
Fee. Approval of payment applications for such stored materials shall be
conditioned upon submission by the  Design-Builder
of bills of sale and applicable insurance or such other procedures satisfactory
to the Owner to establish the Owner’s title to such materials, or otherwise to
protect the Owner’s interest, including transportation to the site. Prior to
submission of the next application for payment, the Design-Builder shall
furnish to the Owner a statement accounting for the disbursement of funds
received under the previous application. The extent of such statement shall be
as agreed upon between the Owner and the Design-Builder.


 


10.1.2
Within fifteen (15) days after receipt of each monthly application for payment,
the Owner shall pay directly to the Design-Builder the appropriate amount for
which application for payment is made, less amounts previously paid by the
Owner. If such application is rejected in whole or in part, the Owner shall
indicate the reasons for its rejection. If the Owner and the Design-Builder
cannot agree on a revised amount then, within fifteen (15) days after its
initial rejection in part of such application, the Owner shall pay directly to
the Design-Builder the appropriate amount for those items not rejected by the
Owner for which application for payment is made, less amounts previously paid
by the Owner. Those items rejected by the Owner shall be due and payable when
the reasons for the rejection have been removed.


 


10.1.3
If the Owner fails to pay the Design-Builder at the time payment of any amount
becomes due, then the Design-Builder may, at any time thereafter, upon serving
written notice that the Work will be stopped within seven (7) days after
receipt of the notice by the Owner, and after such seven day period, stop the
Work until payment of the amount owing has been received.


 


10.1.4
Payments due but unpaid pursuant to Subparagraph 10.1.2, less any amount
retained pursuant to Paragraphs 10.2 and 10.3 may bear interest from the date
payment is due at the prime rate prevailing at the place of the Project.


 


10.1.5
The Design-Builder warrants and guarantees that title to all Work, materials
and equipment covered by an application for payment, whether incorporated in
the Project or not, will pass to the Owner upon receipt of such payment by the
Design-Builder, free and clear of all liens, claims, security interests or encumbrances,
hereinafter referred to as liens.


 


10.1.6
The Owner’s progress payment, occupancy or use of the Project, whether in whole
or in part, shall not be deemed an acceptance of any Work not conforming to the
requirements of the Contract Documents.


 


10.1.7
Upon Substantial Completion of the Work, the Owner shall pay the Design-Builder
the unpaid balance of the Cost of the Work, compensation for Design Phase
Services and the Design-Builder’s Fee, less one-hundred-fifty percent (150%) of
the cost of completing any unfinished items as agreed to between the Owner and
the Design-Builder as to extent and time for completion. The Owner thereafter
shall pay the Design-Builder monthly the amount retained for unfinished items
as each item is completed.


 


10.2 RETAINAGE.
From each progress payment made prior to the time Substantial Completion of the
Work has been reached, the Owner shall retain five percent (5%), if required,
of the amount otherwise due after deduction of any amounts as provided in
Paragraph 10.3 of this Agreement. If the Owner


 


24

















 


chooses to use
this retainage provision:


 


.1 at
the time the Work is fifty percent (50%) complete and thereafter, the Owner may
choose to withhold no more retainage and pay the Design-Builder the full  amount of what is due on account of
subsequent progress payments;


 


.2
once each early finishing trade Subcontractor has completed its work and that
work has been accepted by the Owner, the Owner may release final retention on
such work;


 


.3 in
lieu of retainage, the Design-Builder may furnish securities, acceptable to the
Owner, to be held by the Owner. The interest on such securities shall accrue to
the Design-Builder;


 


.4 the
Owner may, in its sole discretion, reduce the amount to be retained at any time.


 


10.3 ADJUSTMENT OF
DESIGN-BUILDER’S APPLICATION FOR PAYMENT The Owner may adjust or reject an
application for payment or nullify a previously approved Design-Builder
application for payment, in whole or in part, as may reasonably be necessary to
protect the Owner from loss or damage based upon the following, to the  extent that the Design-Builder is
responsible under this Agreement:


 


.1 the
Design-Builder’s repeated failure to perform the Work as required by the
Contract Documents;


 


.2
loss or damage arising out of or relating to this Agreement and caused by the
Design-Builder to the Owner or Others to whom the Owner may be liable;


 


.3 the
Design-Builder’s failure to properly pay the Architect/Engineer, Subcontractors
or Material Suppliers for labor, materials, equipment or supplies furnished in
connection with the Work, provided that the Owner is making payments to the
Design-Builder in accordance with the terms of this Agreement;


 


.4
Defective Work not corrected in a timely fashion;


 


.5
reasonable evidence of delay in performance of the Work such that the Work will
not be completed by the Date of Substantial Completion and/or the Date of Final
Completion, and that the unpaid balance of the GMP is not sufficient to offset
any direct damages that may be sustained by the Owner as a result of the
anticipated delay caused by the Design-Builder; and


 


.6
reasonable evidence demonstrating that the unpaid balance of the GMP is
insufficient to fund the cost to complete the Work.


 


The
Owner shall give written notice to the Design-Builder at the time of
disapproving or nullifying all or part of an application for payment of the
specific reasons. When the above reasons for disapproving or nullifying an
application for payment are removed, payment will be made for the amount
previously withheld.


 


10.4 OWNER
OCCUPANCY OR USE OF COMPLETED OR PARTIALLY COMPLETED WORK


 


10.4.1
Portions of the Work that are completed or partially completed may be used or
occupied by the Owner when (a) the portion of the Work is designated in a
Certificate of Substantial Completion, (b) appropriate insurer(s) and/or
sureties consent to the occupancy or use, and (c) appropriate public
authorities authorize the occupancy or use. Such partial occupancy or use shall
constitute Substantial Completion of that portion of the Work. The
Design-Builder shall not unreasonably withhold consent to partial occupancy or
use. The Owner shall not unreasonably refuse to accept partial occupancy or
use, provided such partial occupancy or use is of value to the Owner.


 


25

















 


10.5 FINAL PAYMENT


 


10.5.1
Final Payment, consisting of the unpaid balance of the Cost of the Work,
compensation for Design Phase Services and the Design-Builder’s Fee, shall be
due and payable when the work is fully completed. Before issuance of final
payment, the Owner may request satisfactory evidence that all payrolls,
material bills and other indebtedness connected with the Work have been paid or
otherwise satisfied.


 


10.5.2
In making final payment the Owner waives all claims except for:


 


.1
outstanding liens;


 


.2
improper workmanship or defective materials appearing within one year after the
Date of Substantial Completion;


 


.3
work not in conformance with the Contract Documents; and


 


.4
terms of any special warranties required by the Contract Documents.


 


10.5.3
In accepting final payment, the Design-Builder waives all claims except those
previously made in writing and which remain unsettled.


 


ARTICLE 11


 


INDEMNITY, INSURANCE,
BONDS, AND WAIVER OF SUBROGATION


 


11.1 INDEMNITY


 


11.1.1
To the fullest extent permitted by law, the Design-Builder shall indemnify and
hold harmless the Owner, Owner’s officers, directors, members, consultants and
employees from all claims for bodily injury and property damage (other than to
the Work itself and other property required to be insured under Paragraph 11.5
owned by or in the custody of the Owner), that may arise from the performance
of the Work, to the extent of the negligence attributed to such acts or
omissions by the Design-Builder, Subcontractors or anyone employed directly or
indirectly by any of them or by anyone for whose acts any of them may be
liable. The Design-Builder shall not be required to defend, indemnify or hold
harmless the Owner, Owner’s officers, directors, members, consultants and
employees for any acts, omissions or negligence of the Owner, the Owner’s
officers, directors, members, consultants, employees, agents or separate
contractors.


 


11.1.2
To the fullest extent permitted by law, the Owner shall indemnify and hold
harmless the Design-Builder, its officers, directors or members, Subcontractors
or anyone employed directly or indirectly by any of them or anyone for whose
acts any of them may be liable from all claims for bodily injury and property
damage, other than property insured under Paragraph 11.5, that may arise from
the performance of work by Others, to the extent of the negligence attributed
to such acts or omissions by Others.


 


11.2
DESIGN-BUILDER’S LIABILITY INSURANCE


 


11.2.1
The Design-Builder shall obtain and maintain insurance coverage for the
following claims which may arise out of the performance of this Agreement,
whether resulting from the Design-Builder’s operations or from the operations
of any Subcontractor, anyone in the employ of any of them, or by an individual
or entity for whose acts they may be liable:


 


.1
workers compensation, disability and other employee benefit claims under acts
applicable to the Work;


 


26

















 


.2
under applicable employers liability law, bodily injury, occupational sickness,
disease or death claims of the Design-Builder’s employees;


 


.3
bodily injury, sickness, disease or death claims for damages to persons not
employed by the Design-Builder;


 


.4
personal injury liability claims for damages directly or indirectly related to
the persons employment by the Design-Builder or for damages to any other
person;


 


.5
claims for physical injury to tangible property, including all resulting loss of
use of that property, to property other than the Work itself and property
insured under Paragraph 11.5;


 


.6
bodily injury, death or property damage claims resulting from motor vehicle
liability in the use, maintenance or ownership of any motor vehicle; and


 


.7
contractual liability claims involving the Design-Builder’s obligations under
Subparagraph 11.1.1.


 


11.2.2
The Design-Builder’s Commercial General and Automobile Liability Insurance as
required by Subparagraph 11.2.1 shall be written for not less than the
following limits of liability:


 


.1
Commercial General Liability Insurance


 


a.
Each Occurrence Limit $1,000,000


 


b.
General Aggregate $2,000,000


 


c.
Products/Completed Operations Aggregate $2,000,000


 


d.
Personal and Advertising Injury Limit $1,000,000


 


.2
Comprehensive Automobile Liability Insurance


 


a.
Combined Single Limit Bodily Injury and Property Damage


 


$1,000,000 Each Occurrence


 


b.
Bodily Injury


 


$N/A
Each Person


 


$N/A
Each Occurrence


 


c.
Property Damage


 


$N/A
Each Occurrence


 


.3
Umbrella Liability Insurance $10,000,000 Aggregate


 


11.2.3
Commercial General Liability Insurance may be arranged under a single policy
for the full limits required or by a combination of underlying policies and an
Excess or Umbrella Liability policy.


 


11.2.4
The policies shall contain a provision that coverage will not be canceled or
not renewed until at least thirty (30) days prior written notice has been given
to the Owner. Certificates of insurance showing required coverage to be in
force shall be filed with the Owner prior to commencement of the Work.


 


27

















 


11.2.5
Products and Completed Operations insurance shall be maintained for a minimum
period of two (2) year(s) after either ninety (90) days following the Date
of Substantial Completion or final payment, whichever is earlier.


 


11.3 PROFESSIONAL
LIABILITY INSURANCE. The Design-Builder shall obtain, either itself or through
the Architect/Engineer, professional liability insurance for claims arising
from the negligent performance of professional services under this Agreement,
which shall be:


 


General
Practice Policy


 


written for not
less than $1,000,000 per claim and in the aggregate with a deductible not to
exceed $150,000. The Professional Liability Insurance shall include prior acts
coverage sufficient to cover all services rendered by the Architect/Engineer.
This coverage shall be continued in effect for three (3) year(s) after the
Date of Substantial Completion.


 


11.3.1
PROFESSIONAL LIABILITY LIMIT To the fullest extent permitted by law,
Design-Builder’s aggregate professional liability to Owner, and anyone claiming
by, through, or under Owner, for any and all claims, losses, costs, damages of
any professional nature whatsoever, and claims expenses from any cause, shall
not exceed One Million ($1,000,000) dollars.


 


11.4 OWNER’S
LIABILITY INSURANCE The Owner shall be responsible for obtaining and
maintaining its own liability insurance. Insurance for claims arising out of
the performance of this Agreement may be purchased and maintained at the Owner’s
discretion. The Owner shall provide the Design-Builder with a certificate of
insurance at the request of the Design-Builder.


 


11.5 INSURANCE TO
PROTECT PROJECT


 


11.5.1
The Owner shall obtain and maintain All Risk Builders Risk insurance in a form
acceptable to the Design-Builder upon the entire Project for the full cost of
replacement at the time of any loss. This insurance shall include as named
insureds the Owner, the Design-Builder, the Architect/Engineer, Subcontractors,
Material Suppliers and Subsubcontractors. This insurance shall include all risk
insurance for physical loss or damage including without duplication of coverage
at least: theft, vandalism, malicious mischief, transit, materials stored off
site, collapse, falsework, temporary buildings, debris removal, flood,
earthquake, testing, and damage resulting from defective design, workmanship or
material. The Owner shall increase limits of coverage, if necessary, to reflect
estimated replacement cost. The insurance policy shall be written without a
co-insurance clause. The Owner shall be solely responsible for any deductible
amounts.


 


11.5.2
If the Owner occupies or uses a portion of the Project prior to its Substantial
Completion, such occupancy or use shall not commence prior to a time mutually
agreed to by the Owner and the Design-Builder. Permission for partial occupancy
from the insurance company shall be included as standard in the property
insurance policy, to ensure that this insurance shall not be canceled or lapsed
on account of partial occupancy. Consent of the Design-Builder to such early
occupancy or use shall not be unreasonably withheld.


 


11.5.3
The Owner shall obtain and maintain boiler and machinery insurance as
necessary. The interests of the Owner, the Design-Builder, the
Architect/Engineer, Subcontractors, Material Suppliers and Subsubcontractors
shall be protected under this coverage.


 


11.5.4
The Owner shall purchase and maintain insurance to protect the Owner, the
Design-Builder, the Architect/Engineer, Subcontractors, Material Suppliers and
Subsubcontractors against loss of use of the Owner’s property due to those
perils insured pursuant to Paragraph 11.5. Such policy will


 


28

















 


provide
coverage for expediting expenses of materials, continuing overhead of the Owner
and the Design-Builder, the Architect/Engineer, Subcontractors, Material
Suppliers and Subsubcontractors, necessary labor expense including overtime,
loss of income by the Owner and other determined exposures. Exposures of the
Owner, the Design-Builder, the Architect/Engineer, Subcontractors and
Subsubcontractors, shall be determined by mutual agreement with separate limits
of coverage fixed for each item.


 


11.5.5
The Owner shall provide the Design-Builder with a copy of all property
insurance policies before an exposure to loss may occur. Copies of any
subsequent endorsements shall be furnished to the Design-Builder. The
Design-Builder shall be given thirty (30) days notice of cancellation, non-renewal,
or any endorsements restricting or reducing coverage. The Owner shall give
written notice to the Design-Builder before commencement of the Work if the
Owner will not be obtaining property insurance. In that case, the
Design-Builder may obtain insurance in order to protect its interest in the
Work as well as the interest of the Architect/Engineer, Subcontractors,
Material Suppliers and Subsubcontractors in the Work. The cost of this
insurance shall be a Cost of the Work pursuant to Article 8, and the GMP
shall be increased by Change Order. If the Design-Builder is damaged by the
failure of the Owner to purchase or maintain property insurance or to so notify
the Design-Builder, the Owner shall bear all reasonable costs incurred by the
Design-Builder arising from the damage.


 


11.5.6
The Owner shall have the right to self-insure against the risks covered in
Subparagraphs 11.5.1 and 11.5.4 upon providing evidence satisfactory to the
Design-Builder of the ability to so self-insure.


 


11.6 PROPERTY
INSURANCE LOSS ADJUSTMENT


 


11.6.1
Any insured loss shall be adjusted with the Owner and the Design-Builder and
made payable to the Owner and Design-Builder as trustees for the insureds, as
their interests may appear, subject to any applicable mortgagee clause.


 


11.6.2
Upon the occurrence of an insured loss, monies received will be deposited in a
separate account and the trustees shall make distribution in accordance with
the agreement of the parties in interest, or in the absence of such agreement,
in accordance with a dispute resolution award pursuant to Article 13. If
the trustees are unable to agree between themselves on the settlement of the
loss, such dispute shall also be submitted for resolution pursuant to Article 13.


 


11.7 WAIVER OF
SUBROGATION


 


11.7.1
The Owner and the Design-Builder waive all rights against each other, the
Architect/Engineer, and any of their respective employees, agents, consultants,
Subcontractors, Material Suppliers and Subsubcontractors for damages covered by
the insurance provided pursuant to Paragraph 11.5 to the extent they are
covered by that insurance, except such rights as they may have to the proceeds
of such insurance held by the Owner and the Design-Builder as trustees. The
Design-Builder shall require similar waivers from the Architect/Engineer and
all Subcontractors, and shall require each of them to include similar waivers
in their subsubcontracts and consulting agreements.


 


11.7.2
The Owner waives subrogation against the Design-Builder, the
Architect/Engineer, Subcontractors, Material Suppliers and Subsubcontractors on
all property and consequential loss policies carried by the Owner on adjacent
properties and under property and consequential loss policies purchased for the
Project after its completion.


 


29

















 


117.3
The policies shall also be endorsed to state that the carrier waives any right
of subrogation against the Design-Builder, the Architect/Engineer,
Subcontractors, Material Suppliers, or Subsubcontractors.


 


11.8 MUTUAL WAIVER
OF CONSEQUENTIAL DAMAGES The Owner and the Design-Builder agree to waive all
claims against the other for all consequential damages that may arise out of or
relate to this Agreement. The Owner agrees to waive damages including but not
limited to the Owner’s loss of use of the Property, all rental expenses
incurred, loss of services of employees, or loss of reputation. The
Design-Builder agrees to waive damages including but not limited to the loss of
business, loss of financing, principal office overhead and profits, loss of
profits not related to this Project, or loss of reputation. This paragraph
shall not be construed to preclude contractual provisions for liquidated
damages when such provisions relate to direct damages only. The provisions of
this paragraph shall govern the termination of this Agreement and shall survive
such termination.


 


11.9 BONDING


 


11.9.1
Performance and Payment Bonds shall be provided if requested by Owner. The cost
of any bonds provided shall be paid by Owner at their actual cost outside of
this Agreement.


 


Such
bonds shall be issued by a surety licensed in the state of the location of the
Project and must be acceptable to the Owner.


 


11.9.2
Such Performance Bond shall be issued in the penal sum equal to one-hundred
percent (100%) of the agreed estimated construction cost of the Project.


 


Such
Performance Bond shall cover the cost to complete the Work, but shall not cover
any damages of the type specified to be covered by the insurance pursuant to
Paragraph 11.2 and Paragraph 11.3, whether or not such insurance is provided or
is in an amount sufficient to cover such damages.


 


11.9.3
The penal sum of the Payment Bond shall equal the penal sum of the Performance
Bond.


 


ARTICLE 12


 


SUSPENSION
AND TERMINATION OF THE AGREEMENT AND OWNER’S RIGHT 

TO PERFORM DESIGN-BUILDER’S RESPONSIBILITIES


 


12.1 SUSPENSION BY
THE OWNER FOR CONVENIENCE


 


12.1.1
The Owner may order the Design-Builder in writing to suspend, delay or
interrupt all or any part of the Work without cause for such period of time as
the Owner may determine to be appropriate for its convenience.


 


30

















 


12.1.2
Adjustments caused by suspension, delay or interruption shall be made for
increases in the GMP, compensation for Design Phase Services, the
Design-Builder’s Fee and/or the Date of Substantial Completion and/or the Date
of Final Completion. No adjustment shall be made if the Design-Builder is or
otherwise would have been responsible for the suspension, delay or interruption
of the Work, or if another provision of this Agreement is applied to render an
equitable adjustment.


 


12.2 OWNER’S RIGHT
TO PERFORM DESIGN-BUILDER’S OBLIGATIONS AND TERMINATION BY THE OWNER FOR
CAUSE


 


12.2.1
If the Design-Builder persistently fails to perform any of its obligations
under this Agreement, the Owner may, after five (5) days’ written notice,
during which period the Design-Builder fails to perform such obligation,
undertake to perform such obligations. The GMP shall be reduced by the cost to
the Owner of performing such obligations.


 


12.2.2
Upon an additional five (5) days’ written notice to the Design-Builder and
the Design-Builder’s surety, if any, the Owner may terminate this Agreement for
any of the following reasons:


 


.1 if
the Design-Builder persistently utilizes improper materials and/or inadequately
skilled workers;


 


.2 if
the Design-Builder does not make proper payment to laborers, Material Suppliers
or Subcontractors, provided that the Owner is making payments to the
Design-Builder in accordance with the terms of this Agreement;


 


.3 if
the Design-Builder persistently fails to abide by the orders, regulations,
rules, ordinances or laws of governmental authorities having jurisdiction; or


 


.4 if
the Design-Builder otherwise materially breaches this Agreement.


 


If the
Design-Builder fails to cure or commence and continue to cure within the five (5) days,
the Owner, without prejudice to any other right or remedy, may take possession
of the Worksite and complete the Work utilizing any reasonable means. In this
event, the Design-Builder shall not have a right to further payment until the
Work is completed.


 


12.2.3
If the Design-Builder files a petition under the Bankruptcy Code, this
Agreement shall terminate if the Design-Builder or the Design-Builder’s trustee
rejects the Agreement or, if there has been a default, the Design-Builder is
unable to give adequate assurance that the Design-Builder will perform as
required by this Agreement or otherwise is unable to comply with the
requirements for assuming this Agreement under the applicable provisions of the
Bankruptcy Code.


 


12.2.4
In the event the Owner exercises its rights under Subparagraph 12.2.1 or
12.2.2, upon the request of the Design-Builder the Owner shall provide a
detailed accounting of the cost incurred by the Owner.


 


12.3 TERMINATION
BY OWNER WITHOUT CAUSE If the Owner terminates this Agreement other than as set
forth in Paragraph 12.2, the Owner shall pay the Design-Builder for all Work
executed and for all proven loss, cost or expense in connection with the Work,
plus all demobilization costs. In addition, the Design-Builder shall be paid an
amount  calculated as set forth
below:


 


.1 If
the Owner terminates this Agreement prior to commencement of the Construction
Phase, the Design-Builder shall be paid for the Design-Builder’s Design Phase
services provided to date as set forth in Subparagraph 7.1.2 and 7.1.3, and a
premium asset forth below:


 


No
Additional Premium.


 


31

















 


.2 If
the Owner terminates this Agreement after commencement of the Construction
Phase, the Design-Builder shall be paid for the Construction Phase Services
provided to date pursuant to Subparagraph 7.2.1 and a premium as set forth
below:


 


Premium
of 10% of the unearned Fee.


 


.3 The
Owner shall also pay to the Design-Builder fair compensation, either by
purchase or rental at the election of the Owner, for all equipment retained.
The Owner shall assume and become liable for obligations, commitments and
unsettled claims that the Design-Builder has previously undertaken or incurred
in good faith in connection with the Work or as a result of the termination of
this Agreement. As a condition of receiving the payments provided under this Article 12,
the Design-Builder shall cooperate with the Owner by taking all steps necessary
to accomplish the legal assignment of the Design-Builder’s rights and benefits
to the Owner, including the execution and delivery of required papers.


 


12.4 TERMINATION
BY THE DESIGN-BUILDER


 


12.4.1
Upon five (5) days’ written notice to the Owner, the Design-Builder may
terminate this Agreement for any of the following reasons:


 


.1 if
the Work has been stopped for a sixty (60) day period


 


a.
under court order or order of other governmental authorities having
jurisdiction; or


 


b. as
a result of the declaration of a national emergency or other governmental act
during which, through no act or fault of the Design-Builder, materials are not
available;


 


.2 if
the Work is suspended by the Owner for sixty (60) consecutive days;


 


.3 if
the Owner fails to furnish reasonable evidence that sufficient funds are
available and committed for the entire cost of the Project in accordance with
Subparagraph 4.1.3 of this Agreement.


 


12.4.2
If the Owner has for thirty (30) days failed to pay the Design-Builder pursuant
to Subparagraph 10.1.2, the Design-Builder may give written notice of its
intent to terminate this Agreement. If the Design-Builder does not receive
payment within five (5) days of giving written notice to the Owner, then
upon five (5) days’ additional written notice to the Owner, the
Design-Builder may terminate this Agreement.


 


12.4.3
Upon termination by the Design-Builder in accordance with this Subparagraph,
the Design-Builder shall be entitled to recover from the Owner payment for all
Work executed and for all proven loss, cost or expense in connection with the
Work, plus all demobilization costs and reasonable damages. In addition, the
Design-Builder shall be paid an amount calculated as set forth either in
Subparagraph 12.3.1 or 12.3.2, depending on when the termination occurs, and
Subparagraph 12.3.3.


 


32

















 


ARTICLE 13


 


DISPUTE RESOLUTION


 


13.1 WORK
CONTINUANCE AND PAYMENT. Unless otherwise agreed in writing, the Design-Builder
shall continue the Work and maintain the approved schedules during all dispute
resolution proceedings. If the Design-Builder continues to perform, the Owner
shall continue to make payments in accordance with the Agreement.


 


13.2 INITIAL
DISPUTE RESOLUTION. If a dispute arises out of or relates to this Agreement or
its breach, the parties shall endeavor to settle the dispute first through
direct discussions. If the dispute cannot be settled through direct
discussions, the parties shall endeavor to settle the dispute by mediation
under the Construction Industry Mediation Rules of the American
Arbitration Association before recourse to the dispute resolution procedures
contained in this Agreement. The location of the mediation shall be the
location of the Project or  a
mutually agreeable location. Once one party files a request for mediation with
the other contracting party and with the American Arbitration Association, the
parties agree to conclude such mediation within sixty (60) days of filing of
the request. Either party may terminate the mediation at any time after the
first session, but the decision to terminate must be delivered in person by the
party’s representative to the other party’s representative and the mediator.


 


13.4 MULTIPARTY
PROCEEDING. The parties agree that all parties necessary to resolve a claim
shall be parties to the same dispute resolution proceeding. Appropriate
provisions shall be included in all other contracts relating to the Work to
provide for the consolidation of such dispute resolution proceedings.


 


13.5 COST OF
DISPUTE RESOLUTION. The prevailing party in any dispute arising out of or
relating to this Agreement or its breach that is resolved by the dispute
resolution process set forth in Exhibit No. 1 to this Agreement shall
be entitled to recover from the other party those reasonable attorneys’ fees,
costs and expenses incurred by the prevailing party in connection with such
dispute resolution process after direct discussions and mediation.


 


13.6 LIEN RIGHTS.
Nothing in this Article shall limit any rights or remedies not expressly
waived by the Design-Builder which the Design-Builder may have under lien laws.


 


ARTICLE 14


 


MISCELLANEOUS PROVISIONS


 


14.1 ASSIGNMENT
Neither the Owner nor the Design-Builder shall assign its interest in this
Agreement without the written consent of the other except as to file assignment
of proceeds. The terms and conditions of this Agreement shall be binding upon
both parties, their partners, successors, assigns and legal representatives.
Neither party to this Agreement shall assign the Agreement as a whole without
written consent of the other except that the Owner may assign the Agreement to
a wholly-owned subsidiary of the Owner when the Owner has fully indemnified the
Design-Builder or to an institutional lender providing construction financing
for the Project as long as the assignment is no less favorable to the
Design-Builder than this Agreement. In the event of such assignment, the
Design-Builder shall execute all consents reasonably required. In such event,
the wholly-owned subsidiary or lender shall assume the Owner’s rights and
obligations under the Contract Documents. If either party attempts to make such
an assignment, that party shall nevertheless remain legally responsible for all
obligations under the Agreement, unless otherwise agreed by the other party.


 


14.2 GOVERNING LAW
This Agreement shall be governed by the law in effect at the location of the
Project.


 


14.3 SEVERABILITY
The partial or complete invalidity of any one or more provisions of this
Agreement


 


33

















 


shall not affect
the validity or continuing force and effect of any other provision.


 


14.4 NO WAIVER OF
PERFORMANCE The failure of either party to insist, in any one or more
instances, on the performance of any of the terms, covenants, or conditions of
this Agreement, or to exercise any of its rights, shall not be construed as a
waiver or relinquishment of such term, covenant, condition or right with
respect to further performance.


 


14.5 TITLES AND
GROUPINGS The titles given to the articles of this Agreement are for ease of
reference only and shall not be relied upon or cited for any other purpose. The
grouping of the articles in this Agreement and of the Owner’s specifications
under the various headings is solely for the purpose of convenient organization
and in no event shall the grouping of provisions, the use of paragraphs or the
use of headings be construed to limit or alter the meaning of any provisions.


 


14.6 JOINT
DRAFTING The parties to this Agreement expressly agree that this Agreement was
jointly drafted, and that both had opportunity to negotiate its terms and to
obtain the assistance of counsel in reviewing its terms prior to execution.
Therefore, this Agreement shall be construed neither against nor in favor of
either party, but shall be construed in a neutral manner.


 


14.7 RIGHTS AND
REMEDIES The parties rights, liabilities, responsibilities and remedies with
respect to this Agreement, whether in contract, tort, negligence or otherwise,
shall be exclusively those expressly set forth in this Agreement.


 


14.8 OTHER
PROVISIONS


 


ARTICLE 15


 


EXISTING CONTRACT
DOCUMENTS


 


The Contract
Documents in existence at the time of execution of this Agreement are as
follows:


 


As defined in
Subparagraph 2.4.1, the following Exhibits are a part of this Agreement:


 


This Agreement is
entered into as of the date entered in Article 1.


 


1. Todd &
Sargent St. Rose Budget Letter, dated June 20, 2007.


 


2. Todd &
Sargent Professional Billing Rates to REG.


 


	
  ATTEST: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OWNER:

  	
  REG - DESTREHAN, LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
    /s/ NILE
  D. RAMSBOTTOM

  	
   

  	
   

  	
   

  
						



 


34

















 


	
  PRINT
  NAME:

  	
  Nile D. Ramsbottom

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PRINT
  TITLE:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
    Vickie
  Ayers

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DESIGN-BUILDER:

  	
  Todd & Sargent, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ PHILIP SARGENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PRINT
  NAME:

  	
  Philip Sargent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PRINT
  TITLE:

  	
  Exec. V. P.

  	
   

  	
   

  
								



 


35














 


THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA


 





 


AMENDMENT NO. 1 TO AGC DOCUMENT NO. 410


 


STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL
CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER


 


(Where the Basis of Payment is the Cost of the Work
Plus a Fee with a 

Guaranteed Maximum Price)


 


Pursuant to Paragraph 3.2
of the Agreement dated June 20, 2007 between the Owner, REG Destrehan, LLC and
the Design-Builder, Todd & Sargent, Inc. for Engineering and Construction
of a new 60 MGPY Biodiesel Facility including SoyOil Pre-Treatment in St. Rose,
LA (the Project), the Owner and the Design-Builder desire to establish a
Guaranteed Maximum Price (GMP) for the Work. Therefore, the Owner and the
Design-Builder agree as follows:


 


ARTICLE 1


 


GUARANTEED MAXIMUM PRICE


 


The Design-Builder’s GMP
for the Work, including the Cost of the Work as defined in Article 8 and the
Design-Builder’s Fee as set forth in Paragraph 7.3, is                                                                                               
Dollars ($                       ).


 


The GMP is for the
performance of the Work in accordance with the documents listed below, which
are part of the Agreement.


 


APPENDIX       -
Drawings and Specifications, including Addenda, if any, dated                                           ,
                
pages.


 


APPENDIX       
- Allowance Items, dated                             
,                                   
pages.


 


APPENDIX       
- Assumptions and Clarifications, dated                                     
,                           
pages.


 


APPENDIX       
- Schedule of Work, dated                                 
,                               
pages.


 


APPENDIX       
- Alternate Prices, dated                                 
,                             
pages.


 


APPENDIX       
- Unit Prices, dated                                 
,                               
pages.


 


APPENDIX       
- Additional Services included, dated                                   
,                                 
pages.


 


APPENDIX       
-                                     
, dated                                
,                           
pages.


 


1

















 


ARTICLE 2


 


DATE OF SUBSTANTIAL COMPLETION


 


The Date of Substantial
Completion of the Work is June 15, 2008.


 


ARTICLE 3


 


DATE OF FINAL COMPLETION


 


The Date of Final
Completion of the Work is:                                                                     
or within                                             
(              )
days after the Date of Substantial Completion, subject to adjustments as
provided for in the Contract Documents.


 


This Amendment is entered
into as of                                       .


 


 


	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OWNER:

  	
  REG
  - DESTREHAN, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ NILE
  D. RAMSBOTTOM

  	
   

  
	
   

  	
   

  	
   

  
	
  PRINT NAME:

  	
  Nile
  D. Ramsbottom

  	
   

  
	
   

  	
   

  	
   

  
	
  PRINT TITLE:

  	
  President

  	
   

  
						



 


	
  ATTEST: 

  	
  Vickie
  Ayers

  	
   

  
	
   

  	
   

  	
   

  
	
  DESIGN-BUILDER:

  	
  TODD
  & SARGENT, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ WM.
  H. BOKHOVEN

  	
   

  
	
   

  	
   

  	
   

  
	
  PRINT NAME:

  	
  Wm.
  H. Bokhoven

  	
   

  
	
   

  	
   

  	
   

  
	
  PRINT TITLE:

  	
  President

  	
   

  
							



 


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