Contract
        Between
  Kansas
        City Power & Light Company
  and
  ALSTOM
        Power Inc.
  for
  Engineering,
        Procurement, and Construction Services
  for
  Air
        Quality Control Systems and Selective Catalytic Reduction Systems
  at
  Iatan
        Generating Station Units 1 and 2
  and
        the
  Pulverized
        Coal-Fired Boiler
  at
  Iatan
        Generating Station Unit 2
  
  TABLE
          OF
          CONTENTS
  
  
  ARTICLE
                    1
                DEFINITIONS
                1ARTICLE
                    2
                DESCRIPTION
                    OF CONTRACT
                8
 
 2.1
                Engagement
                    of Contractor
                92.2
                Conflicting
                    Provisions
                92.3
                Section
                    and Exhibit References
                92.4
                Interpretation
                9
 
 ARTICLE
                    3
                SCOPE
                    OF WORK
                10
 
 3.1
                General
                103.2
                Procurement
                103.3
                Commencement
                    of Work
                103.4
                Management
                    and Conduct of the Work
                103.5
                Skill
                    and Judgment
                113.6
                Manufacturer’s
                    Directions
                113.7
                Written
                    Progress Reports
                113.8
                Progress
                    Meetings
                123.9
                Monitoring
                    of Schedule
                123.10
                Quality
                    Control
                123.11
                Safety,
                    Loss Control and Emergencies
                123.12
                Protection
                    of the Work and Adjacent Property
                133.13
                Storage
                    and Related Matters
                133.14
                Royalties
                    and License Fees
                133.15
                Project
                    Procedures Manual
                133.16
                Contractor
                    Permits
                133.17
                Operations
                    Personnel Training
                13
 
 ARTICLE
                    4
                CONTRACTOR
                    PERSONNEL
                14
 
 4.1
                Adequate
                    and Competent Labor Force
                144.2
                Wages
                    and Benefits
                144.3
                Labor
                    Relations
                144.4
                Drug
                    and Alcohol Testing
                144.5
                Federal
                    Contracting Requirements
                14
 
 ARTICLE
                    5
                LICENSING
                    AND CODES
                14
 
 5.1
                  Licensed
                      Engineers
                  145.2
                  Contractor
                      License
                  155.3
                  Law,
                      Codes, and Standards
                  15
  
  
 TABLE
        OF
        CONTENTS
  (continued)
  ARTICLE
                  6
              OWNER
                  REVIEW
              15


6.1
              Owner’s
                  Right to Review and Inspect; Correction of Defects
              156.2
              Failure
                  to Provide Notice of Inspection
              156.3
              Review
                  Not Approval
              15




ARTICLE
                  7
              RESPONSIBILITIES
                  OF OWNER
              16
 
 7.1
              Fuel
                  and Utilities
              167.2
              Review
                  of Submittals
              167.3
              Designation
                  of Owner’s Representative
              167.4
              Operating
                  Personnel
              167.5
              Contractor
                  Permits
              167.6
              Compliance
                  with Contract and Laws
              167.7
              Asbestos,
                  Lead-Based Paint, and any other Hazardous Substances
              167.8
              Surveys
                  and Reports
              167.9
              Owner
                  Permits
              167.10
              Performance
                  Test Criteria
              17




ARTICLE
                  8
              PROJECT
                  SCHEDULE AND PROJECT CONTROLS
              17
 
 8.1
              Time
                  For Performance of the Work
              178.2
              Level
                  1 Milestone Schedule
              178.3
              Level
                  3 Detailed CPM Schedule
              178.4
              Baseline
                  Schedule
              178.5
              Work
                  Breakdown Structure (WBS) and Earned-Value Reporting
              198.6
              Project
                  Execution Plan
              208.7
              Material
                  Laydown Plan
              208.8
              Crane
                  Plan
              208.9
              Start-Up
                  Schedule
              208.10
              Commissioning
                  Schedule
              21


ARTICLE
                    9
                SITE
                21
 
 9.1
                Site
                    Availability
                219.2
                Conditions
                    Affecting Work and Differing Site Conditions
                219.3
                Use
                    of Owner’s Tools and Equipment at Site
                219.4
                Owner
                    Control Over Work Scope
                229.5
                Owner
                    Control Over Access
                229.6
                Signs
                229.7
                Disposal
                    of Excavated Material; Archeological or Historical Finds
                229.8
                Security.
                229.9
                Site
                    Coordination Between Owner and Contractor
                239.10
                Construction
                    Plant and Temporary Facilities.
                249.11
                Construction
                    Utilities
                259.12
                Construction
                    Area.
                269.13
                Cleanliness
                269.14
                Fire
                    Protection
                27
 
  TABLE
          OF
          CONTENTS
  (continued)
  ARTICLE
                    10
                THE
                    PARTIES’ REPRESENTATIVES
                28
 
 10.1
                Owner’s
                    Representative
                2810.2
                Contractor’s
                    Representative
                2810.3
                Representative’s
                    Access
                2810.4
                Compliance
                    with Owner’s Representative’s Directives
                28
  ARTICLE
                    11
                SUBCONTRACTORS
                    AND EQUIPMENT SUPPLIERS
                29
 
 11.1
                Award
                    of Subcontracts for Portions of the Work
                2911.2
                List
                    of Subcontractors
                2911.3
                Contracts
                    with Subcontractors
                2911.4
                Payments
                    to Subcontractors
                2911.5
                Owner/Subcontractor
                    Communication
                3011.6
                Approved
                    Equipment Suppliers
                30




ARTICLE
                    12
                COMPENSATION,
                    LETTERS OF CREDIT, AND INVOICING
                30
 
 12.1
              Total
                  Compensation
              3012.2
              Bonus.
              3012.3
              Monthly
                  Applications for Payments
              3012.4
              Certification
                  by Contractor
              3112.5
              Lien
                  Waivers
              3112.6
              Payment
                  of Undisputed Amounts
              3112.7
              Payment
                  of Disputed Amounts
              3212.8
              Retainage
              3212.9
              Not
                  Used
              3212.10
              Payments
                  Withheld
              3212.11
              Final
                  Payment
              3212.12
              Contractor’s
                  Five Percent LOC
              33




ARTICLE
                  13
              CHANGE
                  ORDERS
              33
 
 13.1
              Owner
                  Initiated Change Orders
              3313.2
              Contractor
                  Change Requests
              3413.3
              Change
                  Order For Delays
              3413.4
              Change
                  Order for Contractor Delay or Error
              3413.5
              Minor
                  Changes in the Work
              3513.6
              Duty
                  to Continue the Work
              3413.7
              Effect
                  of Changes in the Law
              35







TABLE
      OF
      CONTENTS






ARTICLE
                  14
              CONTRACTOR’S
                  GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS
              35
 
 14.1
              Representations
                  and Warranties of Contractor
              3514.2
              Covenants
                  of Contractor
              3614.3
              Opinion
                  of Counsel from Contractor
              3614.4
              Additional
                  Warranties and Representations of Contractor
              3614.5
              Additional
                  Documentation
              3614.6
              Changes
                  in Circumstances
              36


ARTICLE
                  15
              WARRANTY
                  OF THE WORK AND REMEDIES
              36
 
 15.1
              General
                  Warranty of Work
              3615.2
              Engineering
                  and Design
              3715.3
              Nonconforming
                  Work
              3715.4
              Standard
                  Warranty Work
              3715.5
              Operating
                  Emergency Warranty Work
              3715.6
              Unit
                  1 Warranty Callback Period
              3715.7
              Unit
                  2 Warranty Callback Period
              3815.8
              Catalyst
                  Warranty
              3815.9
              Baglife
                  Warranty
              3815.10
              Subcontractor
                  Warranties
              3815.11
              Root
                  Cause Repairs
              3915.12
              Cure
                  Rights of Owner for Breach of Warranty
              3915.13
              Warranty
                  and Passage of Title
              3915.14
              Extent
                  of Warranty
              3915.15
              Exclusive
                  Warranties
              3915.16
              Failure
                  of Owner to Operate and Maintain Work
              39




ARTICLE
                    16
                DISPUTE
                    RESOLUTION
                40
 
 16.1
                Step
                    Negotiations
                4016.2
                Mediation
                4016.3
                Arbitration
                4016.4
                Continued
                    Prosecution of the Work
                40
 ARTICLE
                    17
                TAXES
                40
 
 17.1
                Payment
                    by Contractor
                4017.2
                Tax
                    Exemption
                4117.3
                Indemnification
                4117.4
                Assurances
                41


ARTICLE
                18
            INDEMNIFICATION
            41





18.1
            Contractor
                Indemnity
            4118.2
            Workers
                Compensation Waiver
            4118.3
            Not
                Used
            4118.4
            Patent
                Indemnity
            41







TABLE
      OF
      CONTENTS






ARTICLE
                  19
              INSURANCE
              42




ARTICLE
                  20
              EVENTS
                  OF DEFAULT AND TERMINATION
              42




20.1
              Termination
                  Without Cause
              4220.2
              Contractor
                  Events of Default
              4320.3
              Remedies
                  for Contractor Default
              4320.4
              Owner
                  Termination for Cause
              4420.5
              Additional
                  Consequences of Termination
              4420.6
              Limitation
                  of Liability
              4420.7
              Consequential
                  Damages
              4420.8
              Applicability
              4520.9
              Books,
                  Records and Right To Audit
              4520.10
              Owner
                  Default
              45




ARTICLE
                  21
              TESTING
                  AND FINAL COMPLETION
              45
  21.1
              Scheduling
                  of Performance Testing
              4521.2
              Achievement
                  of Performance Guarantees
              4521.3
              Failure
                  of Performance Tests
              4521.4
              Retainage
                  for Punchlist Items
              45


ARTICLE
                22
            LIQUIDATED
                DAMAGES
            46





22.1
            Performance
                Guarantees
            4622.2
            Liquidated
                Damages for Failure to Meet Performance Guarantees
            4622.3
            Liquidated
                Damages for Delay and Failure to Meet Schedule
            4622.4
            Liquidated
                Damages Exclusive Remedy
            4622.5
            No
                Liquidated Damages for Owner Delay
            4622.6
            Liquidated
                Damages Reasonable
            46




ARTICLE
                  23
              RISK
                  OF LOSS
              46




ARTICLE
                  24
              FORCE
                  MAJEURE
              47
 
 24.1
              Definition
              4724.2
              Excused
                  Performance
              4724.3
              Settlement
                  of Strikes
              4724.4
              Burden
                  of Proof
              4724.5
              Termination
                  for Force Majeure Delay
              4724.6
              Force
                  Majeure as a Change
              47




ARTICLE
                  25
              FEDERAL
                  CONTRACTING REQUIREMENTS
              48







TABLE
      OF
      CONTENTS







(continued)







ARTICLE
                26
            MILLENNIUM
                COMPLIANCE
            48





26.1
            Millennium
                Compliant Software
            4826.2
            Testing
            4826.3
            Subcontractor
                Warranties
            4826.4
            Non-Compliant
                Software
            4826.5
            Owner
                Liability
            4826.6
            Contractor
                Obligations
            48


ARTICLE
                27
            UNDERGROUND
                INSTALLATIONS
            49





27.1
            Contractor
                Responsibility
            4927.2
            Maintaining
                Records of Underground Facilities
            49




ARTICLE
                  28
              SAFETY
                  AND FIRST AID
              49
 
 28.1
              Responsibility
                  and Liability
              4928.2
              Safety
                  Standards
              49


ARTICLE
                29
            MISCELLANEOUS
                PROVISIONS
            49





29.1
            Entire
                Contract; Amendment
            4929.2
            Independent
                Contractor
            4929.3
            Title
                to Plans and Specifications
            4929.4
            Binding
                Effect; Successors and Assignees
            5029.5
            Auditing
                Rights for Non-Fixed-Price Work
            5029.6
            Notices
            5129.7
            Not
                for Benefit of Third Parties
            5129.8
            Governing
                Law and Venue
            5129.9
            Headings;
                Usage of Certain Words
            5129.10
            Rules
                of Construction
            5129.11
            No
                Waiver
            5129.12
            Severability
            5129.13
            Hazardous
                Substances
            5229.14
            Environmental
                Compliance and Indemnification
            5229.15
            Asbestos
                & Lead Paint
            52


ARTICLE
                30
            PERFORMANCE
                LETTER OF CREDIT
            53





30.1
            Performance
                Letter of Credit
            53







LIST
      OF
      EXHIBITS




EXHIBIT
                  A
              TECHNICAL
                  SPECIFICATIONSEXHIBIT
                  B
              MILESTONE
                  DATESEXHIBIT
                  C
              IATAN
                  UNIT 1 EXISTING PERMIT LIMITSEXHIBIT
                  D
              CONTRACT
                  PRICEEXHIBIT
                  E
              COMPLETION
                  DATESEXHIBIT
                  F
              KEY
                  PERSONNELEXHIBIT
                  G
              FORM
                  OF MONTHLY PROGRESS REPORTSEXHIBIT
                  H
              NOT
                  USEDEXHIBIT
                  I
              NOT
                  USEDEXHIBIT
                  J
              NOT
                  USEDEXHIBIT
                  K
              OWNER’S
                  DRUG AND ALCOHOL SCREENING POLICY AND PROCEDUREEXHIBIT
                  L
              REQUIRED
                  SUBMITTALSEXHIBIT
                  M
              FEDERAL
                  SUBCONTRACTING REPORTS/REQUIREMENTSEXHIBIT
                  N
              PREFERRED
                  SUBCONTRACTORS AND EQUIPMENT SUPPLIERSEXHIBIT
                  O
              PAYMENT
                  DOCUMENTATIONEXHIBIT
                  P
              FIVE
                  PERCENT LETTER OF CREDITEXHIBIT
                  Q
              MISSOURI
                  TAX EXEMPTION CERTIFICATEEXHIBIT
                  R
              INSURANCE
                  REQUIREMENTSEXHIBIT
                  S
              PERFORMANCE
                  GUARANTEES AND LIQUIDATED DAMAGESEXHIBIT
                  T
              NOT
                  USEDEXHIBIT
                  U
              PERFORMANCE
                  LETTER OF CREDITEXHIBIT
                  V
              RATE
                  SCHEDULEEXHIBIT
                  W
              PAYMENT
                  SCHEDULE









**ENGINEERING,
        PROCUREMENT, AND CONSTRUCTION CONTRACT**
  This
        Engineering, Procurement, and Construction Contract is made and entered into
        as
        of this 10th day of August, 2006 (“Effective Date”) by and between Kansas City
        Power & Light Company, a Missouri corporation, and ALSTOM Power Inc., a
        Delaware corporation, for the design,
        engineering, procurement, construction, assembly, start-up, and testing of
        the
        AQC Systems for Units 1 and 2, the SCR Systems for Units 1 and 2, the Boiler
        for
        Unit 2, and all of their collective appurtenances at the Iatan Electric
        Generating Station.
   **RECITALS**
  WHEREAS,
        Owner owns and operates the Iatan
        1
        Electric Generating Station (“Unit
        1”), a 670 mW pulverized coal-fired power generation facility located near
        Iatan, Missouri.
  WHEREAS,
        Owner desires to install a new pulverized coal-fired power generation facility
        and appurtenant structures (“Unit 2”) next to Unit 1 that is nominally rated at
        850 mW;
  WHEREAS,
        Owner desires to install pollution control equipment on Unit 1 and Unit 2,
        including, without limitation, adding limestone based, wet scrubber flue
        gas
        desulfurization systems, mercury control systems, limestone and gypsum
        processing systems, and baghouses and appurtenant materials, as more
        particularly described in the Technical Specifications for the AQC
        Systems;
  WHEREAS, Owner
        desires to install an SCR System on Unit 1 and Unit 2, including, without
        limitation, the Catalyst, the material handling systems, ammonia injection
        grid,
        ductwork, and appurtenant materials, as more particularly described in the
        Technical Specifications for the SCR Systems;
  WHEREAS
        Owner desires to install a pulverized coal-fired boiler and appurtenant
        materials on Unit 2, as more particularly described in the Technical
        Specifications;
  WHEREAS,
        Contractor is experienced in the design, engineering, procurement, construction,
        assembly, start-up, and testing of pollution control equipment projects and
        systems utilized in connection with coal-fired power generation facilities
        similar to the Plant; and
  WHEREAS,
        Owner desires to engage and Contractor agrees to be so engaged to design,
        engineer, procure, construct, assemble, start-up, and test the AQC and SCR
        Systems for Unit 1 and Unit 2 and the Boiler for Unit 2.
  Now,
        therefore, for and in consideration of the foregoing premises and of the
        mutual
        covenants hereinafter contained, the Parties hereto have agreed as
        follows:
  **ARTICLE
        1**
  **DEFINITIONS**
  Unless
        the
        context otherwise requires, the following definitions shall apply to this
        Contract. The singular shall include the plural and the masculine shall include
        the feminine, as the context requires. The terms “includes” or “including” shall
        mean “including, but not limited to.” Any term not defined in this Article 1 and
        used in an administrative or technical Division or Section, Exhibit or Change
        Order shall have the meaning ascribed therein.
  1.1  Application
        for Payment means
        the invoices submitted by Contractor pursuant to Article 12 for payments
        due for
        Work performed under the Contract Documents.
  1.2  AQC
        Material Handling System means
        but is not limited to the limestone and gypsum conveyance systems and
        appurtenances to be added to the Unit 1 and Unit 2, respectively, and comprising
        a portion of the Work, as specified in the Technical
        Specifications.
  1.3  AQC
        System means
        the FGD System, Baghouse, Mercury Control System, AQC Material Handling System,
        ductwork and appurtenant Materials for Unit 1 and Unit 2, respectively, as
        specified in the Technical Specifications.
  Page
        1







1.4  Asbestos means
      any material that contains more than 1% asbestos and is friable or is releasing
      asbestos fibers into the air above current action levels established by the
      United States Occupational Safety and Health Administration.


1.5  Bag
        Failure means
        damage to the fabric filter bags specified in the Technical Specifications,
        such
        as a breach, tear or opening in a bag, or blinding or pluggage of the fabric
        such that the dust removal system in the Baghouse does not function to remove
        the dust as specified.
  1.6  Baghouse means
        the fabric filter particulate removal Materials and appurtenances specified
        in
        the Technical Specification.
  1.7  Baglife
        Failure means
        that any one or more of the following conditions has occurred during the
        Guaranteed Baglife Period: (1) when a cumulative value of one percent (1%)
        per
        year or 3% during the Guaranteed Baglife Period (the “Attrition Allowance”) of
        the original total number of fabric filter bags have suffered Bag Failure;
        (2)
        subject to the limitation set forth in Section 15.14, when pressure drop
        of the
        fabric filter system exceeds the guaranteed system operating pressure limit
        by
        greater than 10% to indicate unacceptable system performance on more than
        one
        occasion in 90 consecutive operating days; (3) when Bag Failure has occurred
        to
        5% of the bags in any one compartment; or (4) when filterable particulate
        emissions, including opacity, exceeds permitted emissions on more than one
        occasion in 90 consecutive operating days.
  1.8  Boiler means
        the pulverized coal-fired boiler for Unit 2 including all equipment and
        appurtenances required for pulverized coal combustion, as specified in the
        Technical Specifications.
  1.9  Business
        Day means
        any Day except Saturday, Sunday, or a weekday that is observed by Owner as
        a
        holiday.
  1.10  Catalyst means
        the surface specified in the Technical Specifications used to promote the
        selective, low temperature reaction of NOx and ammonia (NH 3 ),
        converting them to nitrogen and water vapor.
  1.11  Catalyst
        Life Failure means
        the Catalyst fails to achieve the guaranteed NOx emission or ammonia slip
        levels
        when operating within the range of design fuels and operating conditions
        (collectively, “Design Conditions”) at any time prior to the end of the
        Guaranteed Catalyst Period. Owner
        may experience minor spikes or excursions outside the required Design
        Conditions. The range of the acceptable excursions from the Catalyst Design
        Conditions are as follows:
  Inlet
        Flue Gas Temperature to the SCR (Temperature range from 545°F to 740°F for Unit
        2 and from 590°F to 740°F for Unit 1) :
        Excursion for inlet flue gas temperature: (a) Maximum operating temperature
        from
        the range listed above + 50°F (time
        period for excursion not to exceed 24 cumulative hours); or (b) Minimum
        allowable operating temperature. Operation of the SCR system 25°F below the
        minimum allowable temperature will not void the Catalyst Life Warranty as
        long
        as SCR operation greater than 50°F above the minimum allowable temperature
        occurs for at least an equivalent number of hours.  SCR operation is
        defined as the injection of ammonia into the system.
  Flue
        Gas Velocity .
        Excursion for flue gas velocity not to exceed +5% above Boiler Maximum
        Continuous Rating (“BMCR”) conditions (time period not to exceed 24 cumulative
        hours).
  Fuel
        Constituents and Ash Constituents .
        Excursion for fuel constituents and ash constituents not to exceed 10% beyond
        the worst range of properties specifically sulfur content, inlet ash loading,
        sodium, calcium, phosphorus and arsenic (time period for excursion not to
        exceed
        240 cumulative hours).
  1.12  Change
        Order means a
        written order issued to Contractor pursuant to Article 13.
  1.13  Construction
        Aids means
        the materials, supplies, construction tools, cranes and other construction
        equipment, field office equipment, field office supplies, scaffolding, form
        lumber, temporary buildings and facilities, and all other items provided
        by
        Contractor as part of, or necessary for, completion of the Work, but which
        are
        not intended to become a permanent part of the Site.
  Page
        2
 
  1.14  Continuous
        Emission Monitoring System means
        the total equipment necessary for the determination of a gas or particulate
        matter concentration or emission rate using pollutant analyzer measurements
        and
        a conversion equation, graph, or computer program to produce results in units
        of
        the applicable emission limitation or standard.
 1.15  Contract means
          this Engineering, Procurement and Construction Contract between Owner and
          Contractor for the engineering, procurement, and construction services
          for the
          AQC and SCR Systems for Units 1 and 2 and the Boiler for Unit 2.
  1.16  Contract
          Documents means:
          (a) this Contract including all Exhibits hereto; (b) the Purchase Order;
          (c) the
          Technical Specifications; (d) any applicable Contractor Specifications;
          (e) any
          applicable Drawings; (f) the Change Orders; and (g) any other documents
          identified in this Contract and/or the Purchase Order as incorporated into
          the
          Contract Documents.
  1.17  Contract
          Implementation Documents means
          the detailed, procurement documents, engineering reports, Shop Drawings,
          and
          Submittals, including drawings and other documents which are prepared by
          Contractor or its Subcontractors, which are accepted in writing by Owner
          or
          Owner’s Representatives, and which detail how Contractor or its Subcontractors
          will perform the Work.
  1.18  Contract
          Price shall
          have the meaning set forth in Subarticle 12.1 and
          Exhibit D.
  1.19  Contract
          Time means
          the number of Days or the dates stated in the Contract to complete the
          Work on
          or before all of the Milestone Dates identified in Exhibit B, including
          but not
          limited to: (i) achieving Mechanical Completion, Provisional Acceptance,
          Substantial Completion, and Final Completion of Units 1 and 2, respectively;
          and
          (ii) completing the Work so that it is ready for Final Payment as delineated
          in
          Article 12.
  1.20  Contractor means
          ALSTOM Power Inc. with whom Owner has entered into this Contract for the
          performance of the Work covered thereby.
  1.21  Contractor
          Change Request shall
          have the meaning set forth in Subarticle 13.2.
  1.22  Contractor
          Specifications means
          the specifications prepared by Contractor for the performance of all aspects
          of
          the Work developed by Contractor and reviewed and accepted, in writing,
          by
          Owner. Such Contractor Specifications as they are reviewed and accepted
          in
          writing by Owner shall become part of the Contract Documents.
 
 1.23  Contractor’s
          Delay Costs shall
          have the meaning set forth in Subarticle 13.3.1.
  1.24  Contractor’s
          Representative shall
          have the meaning set forth in Subarticle 10.2.
  1.25  Day means a
          calendar day commencing at 12:00 a.m.
  1.26  Defective
          or Defect means,
          with respect to the Work performed hereunder or any portion thereof, Work
          not
          conforming to the Contract Documents, including without limitation, the
          standards and the requirements of Subarticles 15.1 and 15.2.
  1.27  Detailed
          CPM Schedule means
          the detailed critical path method schedule required to be submitted by
          Contractor pursuant to Subarticle 8.3.
  1.28  Effective
          Date means
          the date Owner and Contractor made and entered into this Contract.
  1.29  Engineer shall
          mean the consulting engineer retained by Owner, that shall be designated
          as an
          Other Owner-Authorized Party. As
          of the
          date of this Contract, Owner’s Engineer is identified as Burns & McDonnell
          Engineering Company, Inc. (“Burns & McDonnell”), but is subject to change at
          the option of the Owner during the course of the Project. If Burns &
McDonnell ceases to be the Engineer at any time during the course of the
          Project
          and Owner does not retain a new consulting engineer, then the term “Engineer”
shall mean Owner.
  Page
          3




1.30  Environmental
      Laws means
      any and all Permits and all applicable codes, laws, rules, and regulations
      relating to actual or potential effect on human health, safety, or the
      environment; the disposal of materials; the discharge or release of chemicals,
      gases, or other substances or materials into the environment; or the presence
      of
      such materials, chemicals, gases, or other substances. Owner shall be
      responsible for obtaining and complying with any environmental Permits.
      Contractor shall be responsible for complying with any Performance Guarantees
      contained herein.


1.31  Event
        of Default shall
        have the meaning set forth in Subarticle 20.2.
  1.32  FGD
        System means
        the limestone based, wet scrubber component of an AQC System, complete with
        the
        AQC Material Handling Systems and all other components, accessories and
        appurtenances, necessary for a complete and operable system, to be added
        to and
        placed in successful continuous operation at Unit 1 and 2 of the Plant and
        comprising a portion of the Project and the Work, as more particularly described
        in the Technical Specifications.
  1.33  Final
        Completion means
        the full performance by Contractor of all of Contractor’s obligations under the
        Contract Documents and all revisions and amendments thereof, and shall require
        successful achievement of Mechanical Completion, Provisional Acceptance,
        Substantial Completion (including passing of all Performance Tests), the
        delivery of all required Lien waivers by Contractor to Owner, Owner’s delivery
        to Contractor of a written Certificate of Final Completion, a resolution
        of all
        Punchlist items, and Owner’s draw down of liquidated damages (if any) from the
        Five Percent LOC, Performance LOC, or Retainage, as the case may be.
  1.34  Final
        Completion Date means
        the date Contractor achieves all of the requirements to complete all of the
        Work
        as set forth in Exhibit E.
  1.35  Five
        Percent LOC means
“Five Percent Letter of Credit” and shall have the meaning set forth in Section
        12.12.
  1.36  Force
        Majeure shall
        have the meaning set forth in Subarticle 24.1.
  1.37  Force
        Majeure Delay Date means
        the date of commencement of a Force Majeure event specified in the Notice
        provided by the Party claiming the existence of a Force Majeure event pursuant
        to Subarticle 24.2.
  1.38  Governmental
        Agency means
        any department, commission, board, regulatory authority, bureau, legislative
        body, agency, political subdivision, or instrumentality, and their successors,
        of any federal, state, local, or municipal government.
  1.39  Guaranteed
        Catalyst Period shall have the meaning set forth in Subarticle
        15.8.1.
  1.40  Guaranteed
        Unit 1 Mechanical Completion Date means
        the date set forth in Exhibit B, as such date may be changed from time to
        time
        in accordance with Article 13 of this Contract.
  1.41  Guaranteed
        Unit 1 Provisional Acceptance Date means
        the date set forth in Exhibit B,, as such date may be changed from time to
        time
        in accordance with Article 13 of this Contract.
  1.42  Guaranteed
        Unit 1 Substantial Completion Date means
        the date set forth in Exhibit B, as such date may be changed from time to
        time
        in accordance with Article 13 of this Contract.
  1.43  Guaranteed
        Unit 2 Mechanical Completion Date means
        the date set forth in Exhibit B, as such date may be changed from time to
        time
        in accordance with Article 13 of this Contract.
  1.44  Guaranteed
        Unit 2 Provisional Acceptance Date means
        the date set forth in Exhibit B, as such date may be changed from time to
        time
        in accordance with Article 13 of this Contract.
  1.45  Guaranteed
        Unit 2 Substantial Completion Date A means
        the date set forth in Exhibit B, as such date may be changed from time to
        time
        in accordance with Article 13 of this Contract.
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            4
  1.46  Guaranteed
        Unit 2 Substantial Completion Date B means
        the date set forth in Exhibit B, as such date may be changed from time to
        time
        in accordance with Article 13 of this Contract.
  1.47  Hazardous
        Substances means
        any and all “hazardous substances,” “hazardous waste,” “waste,” or “pollutant or
        contaminant” as any of such terms may be defined in any Environmental Law, or
        the regulations promulgated thereunder, or case law interpreting the same,
        or
        any other pollutant or substance that is regulated under any Environmental
        Law
        or that may be the subject of liability for costs of response or remediation
        under any Environmental Law.
  1.48  Interim
        Notice to Proceed means
        the Notice issued on April 27, 2006 by Owner to Contractor authorizing the
        Work
        to proceed, including any amendments thereto.
  1.49  Laws means
        (1) all applicable federal, state, and local laws, treaties, ordinances,
        codes
        rules and regulations, judgments, decrees, injunctions, writs and orders
        of any
        court, arbitrator or Governmental agency or authority, (2) all applicable
        and
        generally recognized building and safety standards governing performance
        of the
        Work, and (3) all applicable Environmental Laws and applicable
        Permits.
  1.50  Liens means
        any mortgage, lien, pledge, claim, charge, lease, easement, servitude, right
        of
        others, security interest or encumbrance of any kind, including any lien
        arising
        pursuant to any statutory or equitable right permitting Contractor, or its
        Subcontractors and/or laborers to place a Lien against any Unit, the Plant,
        the
        Site or the Project, as the case may be, for the value of labor bestowed
        in
        connection therewith and/or materials furnished thereto.
  1.51  Limited
        Notice to Proceed means
        the Notice issued on February 28, 2006 by Owner to Contractor authorizing
        limited Work release for selected engineering, procurement, and
        fabrication.
  1.52  Losses means
        claims, damages, losses, liabilities, demands, costs, and expenses, including
        but not limited to reasonable attorneys’ fees.
  1.53  Materials means
        the materials, supplies, apparatus, equipment, machinery, and other goods
        to be
        provided by Contractor or any Subcontractor, as part of, or necessary for
        completion of, the Work and that becomes a permanent part of the Plant.
  1.54  Mercury
        Control Systems means
        the systems installed, as part of the AQC Systems and as specified in the
        Technical Specification, to reduce the mercury emissions of Unit 1 and Unit
        2.
  1.55  mW means
        megawatt.
  1.56  Notice shall
        have the meaning set forth in Subarticle 29.6.
  1.57  Notice
        to Proceed means
        the written Notice by Owner to Contractor releasing Contractor to perform
        the
        entire scope of Work under this Contract.
  1.58  Operating
        Emergency means
        any equipment or Materials failure at the Plant which causes, or imminently
        will
        cause, a reduction in the output of the affected Unit.
  1.59  Other
        Owner-Authorized Party means
        any Person so designated by Owner pursuant to Subarticle 10.1 and
        Engineer.
  1.60  Owner means
        Kansas City Power & Light Company, with whom Contractor has entered into
        this Contract and for whom the Work is to be provided.
  1.61  Owner
        Indemnitees shall
        have the meaning set forth in Subarticle 18.1.
  1.62  Owner’s
        Representative means
        the individual(s) appointed by Owner pursuant to Subarticle 10.1 and any
        successors.
  Page
        5 
   1.63  Performance
          Guarantees means
          Contractor’s performance guarantees set forth in Exhibit S while Unit 1 and Unit
          2, respectively, are operated by the Owner in accordance with the design
          conditions stated in the Contract Documents, including the Technical
          Specifications.
  1.64  Performance
        Tests means
        the operation of the AQC Systems, SCR Systems, and Unit 2 Boiler in accordance
        with the requirements contained in Exhibit S for the purpose of determining
        the
        AQC and SCR Systems’ and the Boiler’s level of achievement with respect to the
        Performance Guarantees .
  1.65  Permits means
        all permits, licenses, approved plans, contracts, filings, authorizations,
        approvals, easements or rights-of-way required by or entered into with any
        Governmental Agency in connection with the proper conduct and performance
        of the
        Work, including all building permits, contractor’s licenses, zoning and land use
        permits, environmental permits, conditional use permits, and all necessary
        licenses, authorizations, approvals, and permits obtained from any Governmental
        Agency.
  1.66  Person means an
        individual, partnership, corporation, company, limited liability company,
        business trust, joint stock company, trust, unincorporated association, joint
        venture, governmental authority, or other entity.
  1.67  Plant means
        Owner’s Iatan Unit 1 and Unit 2.
  1.68  Prime
        Interest Rate means
        the effective “prime rate” of interest for large U.S. money center commercial
        banks published under “Money Rates” by The Wall Street Journal.
  1.69  Progress
        Reports means
        the engineering, procurement, progress, and construction progress reports
        required by the Contract Documents.
  1.70  Project means,
        collectively, (a) the Work, responsibilities, obligations and warranties
        of
        Contractor as provided in the Contract Documents, including the securing
        of all
        Contractor Permits; (b) the responsibilities and obligations of Owner as
        provided in this Contract, including the securing of all Owner Permits; and
        (c)
        any and all other elements of designing, engineering, procuring, constructing,
        erecting, start-up and testing, successful continuous operating and maintaining
        the AQC Systems, SCR Systems, the Boiler, and their respective appurtenances
        as
        set forth in the Contract Documents.
  1.71  Project
        Critical Path means
        the longest calculated path of activities in the Project Schedule as defined
        under Article 8.
  1.72  Project
        Schedule means
        the Baseline Schedule, as defined in Section 8.4, for Contractor’s timely
        completion of the Work as prepared by Contractor pursuant to Article 8 which
        shall include all of the Milestone Dates identified in Exhibit B.
  1.73  Provisional
        Acceptance Test means a
        test as measured by Owner’s monitoring equipment, including Owner’s Continuous
        Emission Monitoring System, to determine the applicable Unit’s ability to meet
        the Provisional Acceptance requirements stated in Exhibit E.
  1.74  Prudent
        Industry Practice means
        for boiler and pollution control projects and systems utilized in connection
        with coal-fired power generation facilities similar to the Plant, with respect
        to each of engineering, procurement, design, construction, operation, testing,
        and maintenance of the Work, the practices, methods, and acts engaged in
        or
        approved by a significant portion of the electric generation industry of
        the
        United States (including utilities and independent power producers) that
        at a
        particular time, in the exercise of reasonable judgment in light of the facts
        known or that reasonably should have been known at the time a decision was
        made,
        would have been expected to accomplish the desired result in a manner consistent
        with the Laws, the Contract Documents, reliability, safety, environmental
        protection, economy, and expedition. Prudent Industry Practice is not intended
        to be limited to the optimum practice, method, or act, to the exclusion of
        all
        others, but rather is a spectrum of possible practices, methods or acts employed
        by contractors, including those involving the use of new concepts or technology,
        and having due regard for current editions of applicable design, safety and
        maintenance codes and standards, manufacturers’ warranties and applicable Laws.


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1.75  Punchlist means
      administrative items or other items of the Work identified by Owner (with the
      consultation of the Engineer) in writing on or prior to the date of Substantial
      Completion of Unit 1 and Unit 2, respectively, which have not been completed
      but
      which do not affect the safe start-up and testing or successful continuous
      operation of any component of the Work and which are to be corrected, fixed
      or
      repaired by Contractor at its own expense as a condition to achieving Final
      Completion.


1.76  Purchase
        Order means a
        document issued by Owner to Contractor, which defines among other things
        the
        scope, price, and duration of the Work and the Contract Documents for the
        Project. Any pre-printed terms and conditions contained on the Purchase Order
        are superseded by this Contract and are null and void.
  1.77  Samples means
        physical examples of Materials, or workmanship that are representative of
        some
        portion of the Work and which establish the standards by which such portion
        of
        the Work will be judged.
  1.78  SCR
        Material Handling Systems means
        but is not limited to the ammonia storage tank and appurtenances to be added
        to
        the Plant and comprising a portion of the Work, as specified in the Technical
        Specifications.
  1.79  SCR
        System means
        the selective catalytic reduction system specified in the Technical
        Specifications, including the Catalyst, SCR Material Handling Systems, ammonia
        injection grid, ductwork, and appurtenant Materials for Units 1 and
        2.
  1.80  Shop
        Drawings means
        all drawings, diagrams, illustrations, schedules, and other data or information
        which are specifically prepared or assembled by or for Contractor and submitted
        by Contractor to illustrate some portion of the Work.
  1.81  Site means
        the real property on which the Work will be performed.
  1.82  Standard
        Warranty Work shall
        have the meaning set forth in Subarticle 15.4.
  1.83  Subcontractor means
        any individual or entity, including agents, suppliers, vendors, materialmen,
        mechanics, carriers, warehousemen, artisans, and subconsultants, that has
        a
        contract with Contractor for the performance of any part of the Work, including
        those individuals or entities of whatever tier having a subcontract for
        performance of any part of the Work with the Subcontractors specified herein.
  1.84  Submittal means
        Shop Drawings, product data, Samples, or other documents that are prepared
        by
        Contractor or a Subcontractor and submitted by Contractor as a basis to evaluate
        the use of its Materials and construction requirements for incorporation
        in or
        installation of the Work or needed to describe proper installation, operation
        and maintenance, or technical properties.
  1.85  Technical
        Specifications means
        the conformed specifications prepared by Owner or Owner’s Engineer and
        Contractor and incorporated herein as Exhibit A including the attachments
        attached thereto that are reviewed and verified by Contractor and are part
        of
        the Contract Documents and establish the corresponding initial requirements
        of
        the Contract.
  1.86  Underground
        Facilities means
        all pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels,
        or other such facilities or attachments, and any encasements containing such
        facilities which have been installed underground to furnish any of the following
        services or materials: electricity; gases; steam; liquid petroleum products;
        telephone or other communications; cable television; sewage and drainage
        removal; traffic or other control systems; or water.
  1.87  Unit means
        either one of Unit 1 or Unit 2 at Iatan Electric Generating Station.
  1.88  Unit
        1
        Auxiliary Power Guarantee means
        the amount of power guaranteed in Exhibit S.
  1.89  Unit
        1
        Final Completion means
        that each of the conditions to Unit 1 Final Completion set forth in Exhibit
        E
        have been achieved in full.


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1.90  Unit
      1
      Guaranteed Performance Tests means
      the tests set forth in the Technical Specifications to be conducted by Owner
      to
      determine Unit 1’s compliance with the Performance Guarantees stated in Exhibit
      S and the Technical Specifications.


1.91  Unit
        1
        Mechanical Completion means
        that each of the conditions to Unit 1 Mechanical Completion set forth in
        Exhibit
        E have been achieved in full.
  1.92  Unit
        1
        Mechanical Completion Certificate means a
        certificate issued by Owner to Contractor confirming that Unit 1 Mechanical
        Completion has occurred.
  1.93  Unit
        1
        Performance Guarantees means
        Contractor’s guaranteed performance for the Work for Unit 1 as described in
        detail in Exhibit S.
  1.94  Unit
        1
        Provisional Acceptance means
        that each of the conditions to Unit 1 Provisional Acceptance set forth in
        Exhibit E have been achieved in full.
  1.95  Unit
        1
        Substantial Completion means
        that each of the conditions to Unit 1 Substantial Completion set forth in
        Exhibit E have been achieved in full.
  1.96  Unit
        2
        Auxiliary Power Guarantee means
        the amount of power guaranteed in Exhibit S.
  1.97  Unit
        2
        Guaranteed Performance Tests means
        the tests set forth in the Technical Specifications to be conducted by Owner
        to
        determine Unit 2’s compliance with the Performance Guarantees stated in Exhibit
        S.
  1.98  Unit
        2
        Mechanical Completion means
        that each of the conditions to Unit 2 Mechanical Completion set forth in
        Exhibit
        E have been achieved in full.
  1.99  Unit
        2
        Final Completion means
        that each of the conditions to Unit 2 Final Completion set forth in Exhibit
        E
        have been achieved in full.
  1.100  Unit
        2
        Mechanical Completion Certificate means a
        certificate issued by Owner to Contractor confirming that Unit 2 Mechanical
        Completion has occurred.
 
 1.101  Unit
        2
        Performance Guarantees means
        Contractor’s guaranteed performance for the Work for Unit 2 as described in
        Exhibit S.
  1.102  Unit
        2
        Provisional Acceptance means
        that each of the conditions to Unit 2 Provisional Acceptance set forth in
        Exhibit E have been achieved in full .
  1.103  Unit
        2
        Substantial Completion means
        that each of the conditions to Unit 2 Substantial Completion set forth in
        Exhibit E have been achieved in full.
  1.104 Work means
        all of the services, labor, and Materials needed for the design, engineering,
        procurement, manufacturing, fabrication, distribution, construction,
        supervision, training, pre-commissioning, commissioning, start-up, and testing,
        training and other related services required to be provided by Contractor
        to
        fully complete the Project pursuant to the terms of the Contract
        Documents.
  1.105  Work
        Breakdown Structure shall
        have the meaning set forth in Subarticle 8.5. 1.
  Page
        8
 
  **ARTICLE
        2**
  **DESCRIPTION
        OF CONTRACT**
  2.1 **Engagement
        of Contractor** .
        Owner
        hereby engages Contractor to perform all of the Work in accordance with the
        requirements of the Contract Documents for the Contract Price, and Contractor
        hereby accepts such engagement. Contractor acknowledges that Owner is relying
        upon the expertise of Contractor to furnish the completed Project in accordance
        with the requirements of the Contract Documents.
 Specifically
          as to the Unit 1 SCR, Owner and Contractor acknowledge and agree that the
          Contract, the Contract Documents, the Contract Price, the Contract Time
          and the
          Project Schedule are based upon the Owner’s original Unit 1 SCR Specification
          dated March 2, 2006, including Addenda 1 and 2, as modified by Contractor's
          exceptions thereto, all of which are attached hereto as Exhibit A4-1 (the
“Base
          SCR Specification”). Owner and Contractor further acknowledge and agree that
          Owner's revised Unit 1 SCR specification (the “Revised SCR Specification”) will
          be developed and when completed shall be attached hereto as Exhibit A4-2
          and
          will replace and supersede Exhibit A4-1, the Base SCR Specification and
          will
          form a part of the contract as to the Unit 1 SCR. Owner and Contractor
          will
          negotiate in good faith to conform the Revised SCR Specification, and any
          affected Contract Documents, on or before September 12, 2006. If
          no
          agreement can be reached, then the Base Specification, the Contract Price
          and
          the Project Schedule shall remain in effect subject to the provisions of
          Article
          13.
  Additionally, as to the Unit 2 Elevators, Owner and Contractor acknowledge
          and
          agree that the Contract, the Contract Documents, the Contract Price, the
          Contract Time and the Project Schedule are based upon two Vendors’ quotations
          for the passenger and freight elevators  dated June 22, 2006, from Otis
          Elevator Company, and July 21, 2006, from Alimak Hek, Inc., both of which
          are
          attached hereto as Exhibit A2S-1 (the “Base Elevator Quotations”), but are not
          part of the Contract Documents for the Project. Owner and Contractor further
          acknowledge and agree that Owner’s specification for the elevators  (the
“Elevator Specification”) will be developed based upon these quotations and the
          scope exceptions set forth therein, as well as Contractor’s comments on scope as
          set forth in an email dated July 25, 2006 from Mike Sivas to Steve Jones,
          Brent
          Davis and Jeffrey Fleenor, and when completed shall be attached hereto
          as
          Exhibit A2S-2.  Owner and Contractor will negotiate in good faith to
          develop the Elevator Specification on or before September 12, 2006. Once
          agreed upon, the terms of Exhibit A2S-2 and the agreed pricing, scope of
          Work
          and schedule, subject to the conditions stated herein and the result
          of the negotiations, will be reflected in a Change Order amending the
          Contract Documents, including any necessary Contract Price and scope of
          Work
          adjustments, on or before September 12, 2006.  If the Parties are unable to
          agree on the price, and scope of Work for the elevators and the exceptions,
          then
          the value of the elevators reflected in Exhibit D to the Contract and the
          scope
          of Work to provide the elevators shall be deducted by Change Order from
          the
          Contract Price.
  2.2  **Conflicting
          Provisions** . In
          the
          event of any conflict between or among the Contract Documents and the Contract
          Implementation Documents, the following order of interpretation shall prevail:
          (a) the terms of a duly authorized and executed Change Order; (b) the Contract;
          (c) the terms of Exhibits B through W; (d) the terms of Exhibit A; (e)
          Contractor Specifications, if any; (f) the Contract Implementation Documents;
          and (g) the Purchase Order. Notwithstanding the foregoing, the several
          documents
          forming the Contract Documents shall be taken as mutually explanatory of
          one
          another; however, subject to dispute resolution provisions of Article 16,
          Owner
          shall decide priority where there exists ambiguities, discrepancies, conflicts,
          or inconsistencies between or among respective Contract Documents of equal
          precedence to each other. Notwithstanding the above, Contractor acknowledges that it has provided
          data to
          Owner which have been attached to Exhibit A as “Contractor exhibits” (exhibits
          A2A, A2C, A2D, and A2P). The Parties agree that to the extent such Contractor
          exhibits do not accurately reflect the Work necessary to fulfill Contractor's
          obligation to design, manufacture, procure, and construct the complete
          systems
          reflected in such Contract Documents, Contractor cannot request a Change
          Order .
  2.3 **Section
          and Exhibit References** .
          Any
          reference in this Contract to a “Section,” “Subsection,” “Article,”
“Subarticle,” or “Exhibit,” is a reference to an article, subarticle, section,
          subsection, or exhibit to this Contract unless otherwise specified.
  2.4 **Interpretation** .
          As used
          in this Contract, any agreement, document or drawing defined or referred
          to
          herein shall include each amendment, modification and supplement thereto
          and
          waiver thereof as may become effective from time to time, except where
          otherwise
          indicated. Any term defined by reference to any other agreement or document
          shall have such meaning whether or not such agreement or document remains
          in
          effect. The terms “hereof,” “herein,” “hereunder” and comparable terms refer to
          the entire agreement with respect to which such terms are used and not
          to any
          particular article, section or other subdivision thereof. A reference to
          any
          specific Laws includes any amendment or modification to such Laws (provided
          that
          such amendment or modification enacted after the Effective Date may constitute
          a
          basis for a Change pursuant to Article 13). Owner and Contractor may be
          referred
          to individually as “Party” or collectively as “Parties.” A reference to any
          Person or Party includes its permitted successors and assigns. A reference
          to a
          company, corporation, partnership or other entity shall include its successors
          and permitted assigns. If any provision of this Contract contemplates that
          the
          Parties shall negotiate or agree to any matter after the date that this
          Contract
          is signed, such provision shall be construed to include an obligation of
          the
          Parties to negotiate or reach an agreement in good faith within the spirit
          and
          intent of mutual cooperation and the content of this Contract and any failure
          of
          the Parties to negotiate or agree shall be a dispute within the meaning
          of
          Article 16.
   Page
          9




**ARTICLE 3**
  **SCOPE
        OF WORK**
  In
        addition to the specific requirements relating to the Work contained in the
        Contract Documents, Contractor shall have the following obligations with
        respect
        to the Work:
  3.1  **General** .
        All
        parts of the Work indicated or reasonably inferred from the terms of this
        Contract and not expressly mentioned herein, and all of the usual and/or
        necessary Work to complete projects that are the same or similar to the Project,
        shall be furnished and executed as if it were expressly required by this
        Contract. Without limiting the generality of the foregoing, scope content
        details omitted from this Contract shall, as a minimum, be defined by the
        details and meet the performance requirements of the Technical Specifications.
        While Owner is conducting the Performance Tests, Contractor must comply with
        the
        requirements of the Contract Documents, including Exhibit S.
  3.2  **Procurement** .
        Contractor shall, and shall cause its Subcontractors to, procure and pay
        for, in
        Contractor’s name as an independent contractor and not as an agent for Owner,
        the following items: all Contractor and Subcontractor labor, Materials, tools,
        equipment, all Contractor Permits, insurance, security, supplies, manufacturing
        and related services (whether on-site or off-site) for construction of the
        AQC
        and SCR Systems for Units 1 and 2 and the Boiler for Unit 2 and incorporation
        into the Plant which are required for completion of the Work in accordance
        with
        this Contract and are not explicitly specified to be furnished by Owner.
        All
        such items must comply with the Technical Specifications. Contractor shall
        also
        provide management and supervision necessary to satisfactorily engineer,
        design,
        fabricate, deliver, receive, off-load, store, construct, inspect, start-up,
        and
        test the AQC and SCR Systems for Units 1 and 2, and the Boiler for Unit 2
        all in
        accordance with the provisions of the Contract Documents.
  3.3  **Commencement
        of Work** .
        Contractor shall commence the Work as soon as practicable after receipt of
        the
        Notice to Proceed. Contractor shall not be authorized to commence any Work,
        nor
        shall any Work be deemed to have been commenced under this Contract, prior
        to
        the date specified in the Notice to Proceed; provided that, pursuant to such
        terms and conditions as Owner and Contractor may agree upon, Contractor shall
        proceed with so much of the Work as may be specified in the Limited Notice
        to
        Proceed, the Interim Notice to Proceed, and any amendments thereto, from
        the
        date specified therein. Contractor warrants that it has reviewed the Technical
        Specifications and agrees that they are sufficient to perform all of the
        Work.
        Contractor further agrees that, after the Effective Date, it will not make
        any
        claims for additional costs or extensions of the Milestone Dates based on
        the
        content of the Technical Specifications being insufficient to complete the
        Work.
  3.4  **Management
        and Conduct of the Work** .
        Contractor shall manage and conduct the Work in accordance with the terms
        of the
        Contract Documents. Without limiting the generality of the foregoing, Contractor
        agrees that:
  3.4.1  Selection
        and Approval of Contractor’s Representative and Site Construction
        Manager .
        Contractor shall, promptly following the Effective Date, select and give
        Owner
        written Notice of the identity of the proposed Contractor’s Representative and
        Contractor employee who will manage all of the Work at the Site (the “Site
        Construction Manager”), which persons shall be subject to the prior consent of
        Owner, which consent shall not be unreasonably withheld. Contractor’s
        Representative shall be authorized to act on behalf of Contractor and shall
        be
        the individual with whom Owner or Owner’s Representative may consult at all
        reasonable times, and whose instructions, requests, and decisions will be
        binding upon Contractor as to all matters pertaining to this Contract and
        the
        performance of the Parties hereunder (provided neither any amendment or
        modification of this Contract nor any other change shall be effected except
        by a
        Change Order). Contractor’s Representative shall also have the responsibility to
        ensure that the Work being performed is in accordance with all provisions
        of the
        Contract Documents. At all times, the Work to be performed by Contractor
        at the
        Plant Site shall be conducted and managed under the auspices of a competent
        Site
        Construction Manager experienced in engineering, procurement and construction
        of
        air quality control and selective catalytic reduction systems, pulverized
        coal-fired boilers, and incorporating each with their component parts into
        power
        plants. The Site Construction Manager shall be designated by Contractor no
        later
        than thirty (30) Days prior to the date of Contractor’s scheduled mobilization
        on the Plant Site and shall be listed as one of Contractor’s Key Personnel on
        the attached Exhibit F. The Site Construction Manager’s duties shall include,
        among other things, coordination of Work between all entities performing
        Work on
        the Plant Site on behalf of Contractor, including Contractor’s Subcontractors.
        Contractor shall not change the Site Construction Manager or Contractor’s
        Representative, or other key members of Contractor’s staff assigned to perform
        the Work without the prior consent of Owner, which consent shall not be
        unreasonably withheld.
   Page
        10
 
   3.4.2  Key
        Personnel .
        Concurrently with the appointment of Contractor’s Representative, Contractor
        shall provide Owner with a list of all Key Personnel and their respective
        resumes which Contractor intends to use in the performance of the Work. A
        preliminary list of Key Personnel of Contractor is set forth in Exhibit F.
        Contractor shall not replace any such personnel at any time without the prior
        written consent of Owner, which consent shall not be unreasonably withheld
        or
        delayed. Contractor shall exert its best efforts to promptly replace any
        Key
        Personnel to which Owner reasonably objects in writing. Contractor shall
        at all
        times enforce good order among its employees and those of Subcontractors
        and
        shall not employ or permit any Subcontractor to employ in connection with
        its
        performance under this Contract any unfit person or anyone not skilled in
        the
        work assigned to such person. Contractor shall use reasonable efforts in
        the
        employment of labor (whether directly or indirectly employed) so as to cause
        no
        conflict or interference with or between the various trades, or delay in
        performance of Contractor’s obligations. Whenever required by Laws, Contractor
        agrees to employ only licensed personnel to perform engineering, design,
        architectural or other services in the performance of the Work. Contractor
        shall
        have and exercise full responsibility for compliance hereunder by Contractor’s
        employees and Subcontractors generally, and in particular, with respect to
        Contractor’s portion of the Work; shall itself comply with all Laws, and require
        and be directly responsible for compliance therewith on the part of Contractor’s
        employees and Subcontractors; and shall directly receive, respond to, defend
        and
        be responsible for all citations, assessments, fines or penalties which may
        be
        incurred by reason of Contractor’s failure or failure on the part of
        Contractor’s employees or Subcontractors to so comply.
 3.5  **Skill
          and Judgment** .
          Contractor shall perform the Work in accordance with the Contract Documents
          and
          Prudent Industry Practice.
  3.6  **Manufacturer’s
          Directions** .
          Unless
          the Contract Documents otherwise require, Contractor shall comply with
          the
          manufacturer’s instructions and printed directions for any Materials or related
          systems supplied by such manufacturer.
  3.7  **Written
          Progress Reports** .
          Contractor shall submit to Owner Progress Reports and participate in regularly
          scheduled meetings in accordance with the provisions of Article 8 and shall
          participate in such other meetings as Owner reasonably may request.
  3.7.1  Monthly
          Progress Reports .
          Contractor shall deliver to Owner no less frequently than monthly, by the
          tenth
          (10th) Day of each month, a written report, in a format similar to Exhibit
          G, of
          the progress of the Work during the preceding month (each a “Monthly Progress
          Report”) and on all matters deemed significant by Owner.
  3.7.2  Reports
          on Events of Force Majeure and Emergencies .
          In
          addition to all other reports required under this Contract, should any
          Force
          Majeure event, significant problem, emergency, strike, injury, work stoppage
          or
          legal problem be anticipated, or any Force Majeure or other unanticipated
          event
          occur which might adversely affect Contractor’s ability to perform its
          obligations hereunder, Contractor shall immediately prepare a written report
          detailing all available information and steps being taken to correct such
          Force
          Majeure or significant problem, emergency, or other event or problem and
          deliver
          such significant event report to Owner as soon as practicable. Owner may
          at any
          time request a significant event report on any event which Owner reasonably
          regards as being significant.
  3.7.3  Damage
          Reports .
          If,
          prior to each of their respective dates of Substantial Completion, the
          AQC
          Systems, SCR Systems, Boiler or any component or portion thereof is materially
          damaged, Contractor shall provide Owner, as soon as practicable after the
          occurrence of such damage, a damage report detailing such occurrence, any
          required repairs and the estimated duration of such repairs.
  3.7.4  Additional
          Reports .
          Contractor shall also provide written Notice to Owner in accordance with
          Subarticle 29.6 of any significant changes or developments in the Work.
          Contractor shall make available, and upon Owner’s request shall furnish, to
          Owner such documents necessary for Owner to review the Work. Contractor
          shall,
          upon Owner’s request, provide to Owner or Engineer technical information
          regarding the design of the AQC Systems, the SCR Systems, or the Unit 2
          Boiler;
          provided that, Contractor shall not be obligated to provide proprietary
          technical data regarding equipment manufactured by or for Contractor and
          not
          provided by Contractor to other Persons so long as the non-proprietary
          data
          provided by Contractor shall be of such type and detail as is customarily
          provided by vendors and provides Owner a reasonable basis for technical
          review
          of the design of the AQC Systems, the SCR Systems, and the Unit 2 Boiler
          and the
          ability to adequately perform maintenance and secure bids for such maintenance.
          Except for Owner’s responsibilities set forth in Article 7 of this Contract,
          Contractor shall be solely responsible for all construction means, methods,
          techniques, sequences and procedures and for coordinating all portions
          of the
          Work under this Contract.
   Page
          11
 
   3.8  **Progress
          Meetings** .
          During
          performance of the Work, periodic progress meetings shall be held at the
          Plant
          Site, in Contractor’s office, Owner’s office, or at such other place mutually
          agreeable to the Parties. Such meetings shall be at least weekly or as
          otherwise
          agreed. All matters bearing on the progress and performance of the Work
          and the
          Project Schedule since the preceding progress meeting shall be discussed
          and
          resolved, including any previously unresolved matters, deficiencies in
          the Work
          or the methods being employed for the Work, and problems, difficulties,
          or
          delays which may be encountered. Contractor shall be represented by Contractor’s
          Representative and Owner shall be represented by the Owner’s Representative.
          Owner will provide minutes of all progress meetings to Contractor. Contractor,
          with the reasonable agreement of Owner, shall retain the right to amend
          the
          minutes. In addition, Contractor’s Representative and employees appropriate for
          the stage of the Work must attend daily Site coordination meetings held
          at the
          Plant Site.
 3.9  **Monitoring
            of Schedule** .
            Contractor shall provide regular monitoring of the Project Schedule as
            the Work
            progresses, review the Project Schedule for the Work not started or incomplete,
            and take necessary action to meet the Project Schedule.
  3.10 **Quality
            Control** .
            Contractor shall establish, implement and maintain in accordance with
            the
            requirements of the Technical Specifications, a quality control program
            to meet
            applicable Laws for the Work and to meet the requirements of the Contract
            Documents and require Subcontractors to establish, implement and maintain
            appropriate quality control programs with respect to their portion of
            the Work.
            Notwithstanding any such quality control programs established by Subcontractors,
            Contractor shall be responsible for assuring that the Work and the performance
            thereof is in compliance with the requirements of the Contract Documents
            and
            applicable Laws, Permits, and Prudent Industry Practice.
  3.11 **Safety,
            Loss Control and Emergencies** **.**
  3.11.1  Safety
            and Loss Control Program .
            Contractor shall implement a safety and loss control program that meets
            the
            minimum requirements of Owner and comply with the program during the
            Work. The
            inspection, utilization or acceptance of all or any portion of the Work
            by Owner
            shall not absolve Contractor of its duty of furnishing a safe workplace
            for all
            personnel engaged in the Work. Contractor shall not expose Owner’s employees or
            Owner’s other contractors or their employees to (a) any chemical substance
            or
            Hazardous Substances used or brought to the surface by Contractor or
            (b) any
            unsafe or hazardous condition in connection with performance of the Work,
            unless
            Contractor has taken appropriate safety and protective measures to prevent
            injury to persons or property. Nothing herein shall relieve Contractor
            of its
            obligations and liability for the safe handling and utilization of such
            chemical
            substance or Hazardous Substances.
  3.11.2  Action
            to Prevent Injury, Loss, or Damage in Emergencies .
            Contractor shall take actions, in the event of any emergency endangering
            life or
            property, as may be reasonable and necessary to prevent, avoid, or mitigate
            injury, damage, or loss and, as soon as possible, report any such incidents
            and
            Contractor’s response thereto to Owner. If Contractor has not complied with the
            Laws or has not taken reasonable precautions for the safety of the public
            or
            protection of the Work and the structures, or property on or adjacent
            to the
            Site, and thereby creates or causes an emergency requiring immediate
            action,
            then Owner, with or without notice to Contractor, if the delay which
            would
            result from giving Contractor such notice would further endanger persons
            or
            property, may, but shall be under no obligation to, take any action that
            Owner
            shall deem necessary, including causing requisite work to be performed
            and
            materials and equipment to be furnished, to mitigate or remedy the emergency;
            provided, however, that Owner’s action or inaction shall not limit Contractor’s
            liability or relieve Contractor of its obligations under the Contract
            Documents;
            and further provided, that Owner shall take action reasonably required
            under the
            circumstances until Contractor can be notified and respond. The actions,
            performance of emergency work, or provision of materials and equipment
            by Owner
            or its agents or employees shall be for the account of Contractor. Contractor
            shall reimburse Owner for any reasonable expenses incurred by taking
            such
            actions, performing any Work or emergency work, or furnishing any materials
            and
            equipment. Except to the extent of Owner’s or its contractor’s (other than
            Contractor or its Subcontractors) negligence, Owner shall not be liable
            to
            Contractor for any damages or costs incurred by reason of Owner’s exercise of
            its rights pursuant this Subarticle.
  Page
              12
  3.12 **Protection
            of the Work and Adjacent Property** .
 3.12.1  Adequate
              Protection of the Work .
              Contractor shall provide and maintain adequate protection of all portions
              of the
              Work and the property of Contractor from physical loss and damage,
              including
              vandalism, theft, malicious mischief and damage by weather. Contractor
              shall
              provide and maintain adequate protection of the property of Owner and
              others
              connected with the Work (when affected or utilized during performance
              of the
              Work) from physical loss and damage, but not including vandalism, theft
              or
              malicious mischief by other than Contractor and those under its control.
  3.12.2  Protection
              by Subcontractors .
              Contractor shall conduct its operations and shall require all Subcontractors
              to
              conduct their operations so as to protect from damage to existing structures
              or
              the Work or work installed by Owner or Owner’s other contractors or
              subcontractors.
  3.12.3  Adequate
              Protection of Property .
              Contractor shall perform the Work in such a manner so as to avoid damage
              and to
              protect any and all property including parallel, converging, and intersecting
              electric lines and poles, telephone lines and poles, highways, waterways,
              railroads, sewer lines, natural gas pipelines, oil pipelines, steam
              pipelines,
              water pipelines, drainage ditches, culverts, and any and all property
              of third
              parties.
  3.13 **Storage
              and Related Matters** .
              Contractor shall warehouse or otherwise provide appropriate storage
              (in
              accordance with manufacturers’ recommendations) for all Materials and other
              supplies required for performance of the Work and provide for the procurement
              or
              disposal of all soil, gravel and similar materials required for performance
              of
              the Work. All Materials and other supplies which are stored at a location
              other
              than the Site shall be (a) stored in a warehouse or other appropriate
              location
              approved in advance in writing by Owner, (b) properly tagged and identified
              for
              the Work and segregated from other goods, and (c) properly insured.
  3.14 **Royalties
              and License Fees** .
              Contractor shall pay all required royalties and license fees and shall
              procure,
              as required, the appropriate proprietary rights, licenses, contracts
              and
              permissions for materials, methods, processes and systems incorporated
              into the
              Work. In performing the Work hereunder, Contractor shall not incorporate
              into
              the Work any materials, equipment, methods, processes or systems which
              may
              result in Losses against Owner or Contractor arising out of infringement
              of any
              patent rights, copyrights, or proprietary rights. Contractor shall
              satisfy all
              demands that may be made at any time for such royalties or fees, and
              Contractor
              shall be solely liable for any Losses related thereto.
  3.15 **Project
              Procedures Manual** .
              Within
              thirty (30) Days after the Effective Date, Contractor shall submit
              to Owner’s
              Representative for review and approval, such approval not to be unreasonably
              withheld, Contractor’s proposed Project Procedures Manual which shall, at a
              minimum, cover the topics described in Section 01100 of the Technical
              Specifications.
  3.16 **Contractor
              Permits** .
              Contractor shall obtain and pay for all Permits necessary for the performance
              of
              the Work which are required by Laws to be in Contractor’s name. Contractor shall
              provide Owner with engineering and design data, information and support
              with
              respect to the design and performance characteristics of the Project
              to the
              extent reasonably requested or required by Owner to assist Owner in
              obtaining
              all Owner Permits. Contractor shall comply with all Laws applicable
              to the
              prosecution of the Work. If Contractor becomes aware that any Contract
              Documents
              or Contract Implementation Documents are at variance with applicable
              Permits or
              Laws, Contractor shall promptly notify Owner. If such variance is due
              to a
              change in the applicable Permits or Laws enacted or adopted after the
              Effective
              Date, the provisions of Subarticle 13.7 shall apply.
  3.17**O** **perations
              Personnel Training** .
              Contractor shall (a) train, in up to three groups, up to twenty-five (25)
              qualified individuals provided by Owner pursuant to Subarticle 7.4
              of this
              Contract with the training in the operations of the AQC Systems, the
              SCR
              Systems, and the Unit 2 Boiler specified in the Technical Specifications,
              in
              accordance with a training program to be approved by Owner, (b) assist
              Owner with the start-up and testing activities, and (c) assist Owner with
              all Performance Tests. Contractor shall bear the cost of its employees
              assisting
              Owner with start-up and testing activities of operations personnel
              until
              Substantial Completion. The training program described in clause (a) of
              this Subarticle shall consist of two phases: (i) a classroom phase, to
              consist of at least two (2) consecutive weeks of instruction in the
              design,
              capabilities, component operation and procedures, and emergency and
              safety rules
              of each of the AQC Systems, the SCR Systems, and the Unit 2 Boiler;
              and
              (ii) a hands-on phase to train operators for the operation of each of the
              AQC Systems, the SCR Systems, and the Unit 2 Boiler. Contractor shall
              submit
              such training program in accordance with the outlines provided under
              the
              Technical Specifications to Owner for approval at least 180 Days prior
              to the
              Mechanical Completion Date.
   Page
              13
  **ARTICLE 4**
 **CONTRACTOR
                PERSONNEL**
  4.1  **Adequate
                and Competent Labor Force** .
                At all
                times during the performance of the Work, Contractor shall keep,
                and cause to be
                kept, at the Site, a sufficient number of skilled workers, laborers
                and other
                personnel necessary to perform and complete each part and portion
                of the Work in
                accordance with the Project Schedule. Following consultation with
                Contractor,
                Owner has the right to disapprove and demand the removal of any craft
                or
                managerial personnel provided by Contractor or its Subcontractors,
                and
                Contractor shall then promptly cause such personnel to be removed.
  4.2  **Wages
                and Benefits** .
                Contractor shall be responsible for payment of all wages, at the
                applicable
“Prevailing Wage” as that term is defined by the Missouri Division of Labor,
                fringe benefits, pension or retirement obligations, housing obligations,
                social
                security, unemployment, workers compensation and all other social
                taxes or
                charges for its employees, and Contractor shall ensure that its Subcontractors
                at the Site are so responsible for their employees.
  4.3  **Labor
                Relations** **.** In the
                performance of its Work, Contractor shall comply with, and shall
                require its
                Subcontractors of all tiers at the Site to comply with, the terms
                of the
                National Maintenance Agreements and/or their equal under similar
                National
                Maintenance Agreements.
  4.3.1  Jurisdictional
                Disputes .
                All
                jurisdictional disputes arising out of the performance of the Work
                shall be
                settled by application of the provisions of the National Maintenance
                Agreements.
  4.3.2  Copies
                of National Maintenance Agreements Furnished to Owner .
                Contractor and its Subcontractors at the Site shall furnish to Owner
                copies of
                the applicable National Maintenance Agreements along with written
                permissions
                for their use by the affected International Union(s). Contractor
                and its
                Subcontractors at the Site shall also furnish a copy of the site
                extension
                approval(s) granted by the International Union(s) prior to commencing
                the
                Work.
  4.3.3  Pre-Job
                Conferences .
                Contractor and its Subcontractors at the Site shall conduct pre-job
                conferences,
                and assign Work to the appropriate crafts according to the recognized
                and
                traditional jurisdiction.
  4.4  **Drug
                and Alcohol Testing** .
                All
                Contractor personnel, including administrative and supervisory employees,
                shall
                be subject to alcohol and substance abuse screening while at any
                Owner location.
                Random screenings scheduled and/or requested by Owner will be conducted
                on-site.
                Contractor will not be reimbursed for employee lost time on the Project
                for drug
                testing. Consideration will be given to keep Project disruption to
                a minimum.
                Initial random testing expenses incurred as a result of the enforcement
                of this
                policy scheduled and/or requested by an Owner policy administrator
                will be at no
                cost to Contractor. Alcohol and substance abuse screening is performed
                randomly
                at Owner’s Site(s). Owner’s screening policy and procedure is listed in Exhibit
                K. Revisions to this policy may be made without notice. Contractor
                and
                Contractor’s Subcontractors shall enforce and administer a drug testing program
                for their personnel that shall be no less stringent than Owner’s drug testing
                program.
  4.5**Federal
                  Contracting Requirements** .
                  Contractor shall comply with all Federal Contracting Requirements
                  as set forth
                  in Exhibit M. The terms of Exhibit M shall apply to Contractor
                  and all
                  Subcontractors.
 **ARTICLE 5**
  **LICENSING
                AND CODES**
  5.1  **Licensed
                Engineers** .
                Contractor shall ensure that all engineering calculations, drawings,
                specifications, etc., including structural arrangement drawings,
                required by
                Laws to be prepared under the direct engineering of a design professional
                licensed by the State of Missouri shall be prepared under such supervisions
                and
                shall be sealed and/or stamped as required by Laws.
   Page
                14






5.2  **Contractor
      License** .
      Contractor shall maintain, and shall require all Subcontractors to maintain,
      applicable contractor’s licenses as required by applicable Laws.


5.3  **Law,
        Codes, and Standards** .
        The
        Laws referenced in the Contract Documents establish minimum requirements
        for the
        Work. In instances where the Contract Documents do not specifically reference
        codes or standards, the normally applicable codes and standards for the relevant
        Work shall be followed by Contractor. Contractor shall not deviate from the
        applicable codes and standards referenced in the Contract Documents without
        the
        written consent of Owner’s Representative. Reference to known standards of any
        technical society, organization, or association, or to Laws or codes of local,
        state or federal authorities means the latest edition of such standard, law
        or
        code published and in effect on the Effective Date as well as those enacted
        or
        adopted but not yet in effect as of the Effective Date, if such standards
        will
        be applicable to the Work. In the event that applicable codes, laws or standards
        are modified after the Effective Date, Contractor shall advise Owner of such
        modification and the provisions of Article 13 shall apply to determine whether
        a
        Change Order is necessary due to the impact of such modification.
  **ARTICLE 6**
  **OWNER
        REVIEW**
  6.1  **Owner’s
        Right to Review and Inspect; Correction of Defects** .
        Contractor shall provide Owner, Owner’s Representative, Other Owner Authorized
        Parties, and/or their designees with: (a) reasonable opportunity to review
        and
        comment on all Shop Drawings, construction drawings, specifications and other
        Contract Implementation Documents prepared for, or that may impact, the Work
        and
        its operations as they are developed; (b) the opportunity to inspect, review
        and
        comment on the progress of the Work; and (c) the opportunity to observe,
        review and comment on all on-Site tests, including the Performance Tests,
        and
        off-Site tests of the Work, subject to Owner’s observance of safety measures
        reasonably deemed by Contractor to be necessary or appropriate. Contractor
        shall
        arrange for such inspection and observance of such tests at the Site or at
        the
        mills or shops of Contractor or, if appropriate, of any Subcontractor where
        any
        part of the Work is being fabricated or manufactured. In order to allow such
        inspection, Contractor shall give Owner or its designees reasonable Notice
        of
        any inspection on Site, test of any part of the Work. In order to allow such
        inspection off Site, Contractor shall give Owner or its designees reasonable
        Notice of any inspection, check-out, or test of any part of the Work which
        Contractor intends to attend, and Owner may in its sole discretion attend
        such
        inspection, check-out, or test. Where practical, Contractor shall obtain
        from
        its Subcontractors their test and inspection schedule for engineered products,
        and Contractor shall provide said schedule to Owner. Contractor shall correct
        Defects identified by Owner, Owner’s Representative, other Owner Authorized
        Parties, and/or their designees under this Article 6. Contractor agrees to
        consider in good faith any and all comments of Owner, Owner’s Representative,
        and Other Owner-Authorized Parties.
  6.2  **Failure
        to Provide Notice of Inspection** .
        If
        Contractor fails to provide Owner and its designees with reasonable notice
        of,
        or access to, any of the inspections described in this Article 6, and Owner
        reasonably believes that it is necessary to dismantle Work in order to conduct
        such an inspection, then Contractor shall bear the expense of dismantling
        and
        reassembling of such Work. If Owner requests that Contractor dismantle Work
        which Owner failed to inspect despite receipt of a properly delivered Notice
        from Contractor of the availability of such Work for an inspection under
        this
        Article 6, then, (i) if such Work is not in conformity with the Contract
        Documents, Contractor shall pay the expense of dismantling and reassembling
        such
        Work, and (ii) if such Work is in conformity with the Contract Documents,
        Owner
        shall pay the expense of dismantling and reassembling such Work.
  6.3  **Review
        Not Approval** .
        No
        inspection or review by any person designated in this Article 6 shall constitute
        an approval, endorsement or confirmation of any drawing, plan, manual,
        specification, Submittal, test, bidder, Work, program, method of procedure
        or
        other work done or an acknowledgment by any such person that a drawing, plan,
        specification, Submittal, test, bidder, Work, program, method of procedure,
        or
        that any of the foregoing or other work done satisfies the requirements of
        the
        Contract Documents, nor shall any such inspection or review relieve Contractor
        of any of its obligations to perform the Work so that the Work, when complete,
        satisfies all the requirements of the Contract Documents, or relieve Contractor
        from any liability or responsibility for injuries to persons or damage to
        property.
   Page
        15
 
  **ARTICLE 7**
  **RESPONSIBILITIES
          OF OWNER**
  Owner
          shall at Owner’s own expense and at such times as may be required by Contractor
          for the successful completion of the Work in accordance with the Project
          Schedule:
  7.1  **Fuel
          and Utilities** .
          Provide, at Owner’s expense, all coal and other consumables (except as provided
          in Article 9) and utilities to be used in the operation of the Plant, and
          remove, at its own expense, all process byproducts. Owner shall provide
          fuel,
          oil, gas, for Plant operation and start-up, and construction power and
          water in
          order to support the Project Schedule.
  7.2  **Review
          of Submittals** .
          Review
          of Submittals by Contractor within ten (10) Business Days from their initial
          submission and seven (7) Business Days on any resubmittal. If Contractor
          believes that a failure by Owner to timely reject any such Submittals caused
          an
          adverse effect on the Critical Path of the Project, then Contractor shall
          promptly notify Owner, and the provisions of Article 13 shall apply. In
          the
          event that Owner’s Engineer receives an extraordinary number of Submittals from
          Contractor in a particular week, and the volume of such Submittals will
          prevent
          the Owner’s Engineer from performing a review of all the Submittals within the
          contractually-required time period set forth above, then the Owner’s Engineer
          shall notify the Contractor and the Parties will agree upon a priority
          list for
          review of the Submittals in question, including an agreed schedule for
          those
          Submittals which may be returned after the ten Business Day time period
          and a
          list of those Submittals which must be returned with the ten Business Day
          period
          in order for the Contractor to maintain the Project Critical Path. So long
          as
          the Owner’s Engineer adheres to the agreed schedule, Contractor will not make a
          claim for Owner’s delay.
  7.3  **Designation
          of Owner’s Representative** .
          Designate an Owner’s Representative to act as a single point of contact for
          Contractor with respect to the performance of the Work and to provide interface
          and integration of all work which is being contracted by Owner to other
          contractors (if any) for ancillary facilities on the Plant Site or for
          the
          Project.
  7.4  **Operating
          Personnel** .
          Provide
          suitable and competent personnel to be trained by Contractor in accordance
          with
          the Technical Specifications by the date specified. Contractor shall deliver
          advance notice of the times Contractor wants to conduct such training no
          later
          than 120 Days prior to the date Contractor is to commence training. Training
          shall commence in time to train operators for the sequence of systems startup
          required for the AQC Systems, the SCR Systems, and the Unit 2 Boiler, which
          date
          shall be no less than 120 Days prior to the anticipated date of Mechanical
          Completion for Unit 1 and Unit 2, respectively. Such personnel provided
          by Owner
          are to be available to assist or work with Contractor to operate the AQC
          Systems, the SCR Systems, and the Unit 2 Boiler. Employees provided by
          Owner are
          to provide assistance in the operation of the Plant only and are not to
          perform
          any Work otherwise to be performed by Contractor.
  7.5  **Contractor
          Permits** .
          Assist
          Contractor upon Contractor’s reasonable request in obtaining Contractor Permits.
  7.6  **Compliance
          with Contract and Laws** .
          Perform
          all of its other obligations specifically set forth in other provisions
          of the
          Contract Documents and comply with all applicable Laws and Permits.
  7.7  **Asbestos,
          Lead-Based Paint, and any other Hazardous Substances** .
          Perform
          or cause to be performed any testing for Asbestos and lead-based paint;
          provided, however, that Contractor shall be responsible for notifying Owner
          of
          any possible Asbestos, lead-based paint, and any other Hazardous Substances
          identified during the course of the performance of the Work. Owner shall
          be
          solely responsible and liable for the removal and disposal of any Asbestos,
          lead-based paint or other hazardous or toxic materials not brought onto
          the
          Plant Site by Contractor. The Work shall be suspended, if required, under
          the
          provisions of Article 24 to allow for Owner’s removal and disposal of such
          materials.
  7.8  **Surveys
          and Reports** .
          Make
          available to Contractor, without warranty or guarantee, all surveys, geological
          and subsurface data and reports in Owner’s possession with respect to the Plant
          Site.
  7.9  **Owner
          Permits** . Obtain
          and pay for all easements, rights-of-way, and Permits required to be in
          Owner’s
          name, including, but not limited to, all zoning, building, environmental
          and
          operating Permits. Owner shall provide Contractor with copies of Owner
          Permits
          and/or applications for Owner Permits.
   Page
          16
 
   7.10 **Performance
          Test Criteria** .
          Supply
          Owner’s detailed procedures for the Performance Tests to Contractor at least
          ninety (90) Days before Owner commences the Performance Tests. Contractor shall provide written comments thereto to Owner within thirty
          (30)
          days, whereupon Contractor and Owner shall work to agree to the final test
          procedures.
 **ARTICLE 8**
  **PROJECT
            SCHEDULE AND PROJECT CONTROLS**
  8.1  **Time
            For Performance of the Work** .
            Contractor shall carry out and complete the Work on or before the Milestone
            Dates inserted in the Project Schedule and listed in Exhibit B. Should
            the Work
            fall behind to such extent that the respective Milestone Dates may, as
            determined by Owner or Owner’s Representative in consultation with Contractor,
            be at risk, Contractor shall propose to Owner and Owner’s Representative, within
            five (5) Days of determining that any Milestone Date may be at risk,
            another
            course of action that will return the Project to a state of Schedule
            compliance
            to meet the remaining Milestone Dates contained in the Contract Documents.
            Such
            recovery Schedule may include re-planning task sequences, increasing
            personnel
            or other resources of Contractor or of any Subcontractor employed on
            the Work,
            increasing the number of shifts, overtime operations, the addition of
            Subcontractors or other steps to cause the recovery of the progress of
            the Work.
            Contractor shall not be entitled to any additional payment for taking
            any such
            steps. Should Owner or Owner’s Representative reasonably believe that
            Contractor’s proposed course of action is not sufficient to restore the Work to
            meet the Milestone Dates, Owner shall advise Contractor that Contractor
            has five
            (5) Days to correct the schedule problem and recover the time on the
            Project
            Critical Path or to make arrangements, acceptable to Owner and Owner’s
            Representative, to correct the schedule problem and recover the time
            on the
            Project Critical Path. If Contractor has not corrected the schedule problem
            or
            does not have a reasonably acceptable plan to correct the schedule problem
            within such time, Owner shall have the right, following consultation
            with
            Contractor as to the most appropriate method, to require Contractor to
            increase
            the number of its employees, or to increase or change the amount or kind
            of
            tools or equipment or to increase the time worked by the employees until
            the
            Work is back on schedule or a plan for regaining the schedule reasonably
            acceptable to Owner is proposed by Contractor or any combination thereof.
            Costs
            for such Work shall be paid by Contractor if such delay has been caused
            by the
            Contractor.
  8.2  **Level
            1 Milestone Schedule** .
            A
            milestone schedule in a bar chart format is required to be submitted
            within
            fourteen (14) Days after the Effective Date (“Milestone Schedule”). The
            Milestone Schedule shall incorporate the Key Milestone Dates shown in
            Exhibit B
            and Level 1 engineering and procurement activities. The Milestone Schedule
            shall
            also address each building area, category of Work, phase sequence and/or
            Material installation scope of Work for the Project.
  8.3  **Level
            3 Detailed CPM Schedule** .
            Contractor will prepare and submit a critical path method (“CPM”) schedule for
            the Work by June 30, 2006 for the Level 3 engineering and procurement
            Schedule
            and by September 12, 2006 for the Level 3 construction Schedule that is
            integrated with the Level 3 engineering and procurement Schedule (“Level 3
            Detailed CPM Schedule”). The Level 3 Detailed CPM Schedule will include the
            Milestone Dates and shall be produced utilizing Primavera Project Planner
            P3e
            5.0. software. Once submitted by Contractor, the Level 3 Detailed CPM
            Schedule
            will be subject to review by Owner. The schedule is to be mutually agreed
            upon
            by the Owner and Contractor and thereafter the Level 3 Detailed CPM Schedule
            will be frozen and will comprise the “Baseline Schedule” for monitoring the
            Project.
  8.4  **Baseline
            Schedule** .
            The
            Baseline Schedule shall include the following: (a) identified logical
            sequences;
            (b) mathematical analysis (calculation of early and late dates and float
            variances based on the logic sequences); (c) resource analysis for the
            Level 3
            Construction Schedule (manpower loaded and balanced to the final estimate);
            and
            (d) originally planned and remaining durations. More specifically, the
            Baseline
            Schedule shall contain the following:
  8.4.1  Designated
              Work Activities . W ork
              as
              represented by the Baseline Schedule shall be broken into easily identifiable
              Work activities including: all Contractor installation tasks; suppliers
              of
              Materials and their delivery schedule; engineering design status; procurement
              of
              Materials and its delivery status and method of delivery; installation
              and
              erection tasks; start-up and testing sequences and final commissioning
              activities. These activities shall be described in sufficient detail
              as to
              clearly communicate the scope of Work to be performed. Work activities
              must not
              exceed (3) weeks in length without agreement between Owner and Contractor
              on the
              method to be used for tracking progress of installation. Acceptable
              methods of
              tracking and accounting for progress may include, but are not limited
              to, tons
              of structural steel installed/remaining, tons of duct work installed/remaining,
              linear feet of pipe, conduit, cable installed/remaining, linear feet
              of weld
              complete vs. linear feet of weld remaining to be completed, number
              of pressure
              welds complete vs. number of pressure welds remaining to be completed,
              or any
              other commodity that signifies physical completion of the Work complete
              or left
              to be completed. The anticipated number of activities for the completion
              of the
              Project shall be defined and mutually agreed by Owner and Contractor.
              All
              Milestone Dates shall be included in the Level 3 Detailed CPM Schedule
              as an
              activity and shall be titled “Key Milestones.”
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              17
 
  8.4.2  Baseline
                Schedule Updates .
                The
                engineering and procurement activities in the Baseline Schedule will
                be updated
                monthly starting with the July 2006 reporting through September 2006.
                In
                mid-October 2006, the Owner and Contractor will meet to determine
                whether to
                increase the frequency of the engineering and procurement Baseline
                Schedule
                updates to bi-monthly in consideration of the Owner’s reasonable assessment of
                the Contractor’s reporting to date. The Construction activities in the Baseline
                Schedule will be updated weekly. All progress will be reported on
                the basis of
                physical percent complete of the activity to date. The amount of
                remaining
                duration on partially completed activities shall be based on the
                amount of time
                required to complete the remaining Work. Actual start and finish
                dates will be
                recorded on each of the Baseline Schedule activities as they are
                started and
                completed. The updated Schedule of construction activity will be
                electronically
                transmitted to Owner weekly for inclusion in the Owner-controlled
                Baseline
                Schedule for the entire Site and to coordinate the interface between
                Contractor
                and others working on the Site.
  8.4.3  Manpower
                Loading .
                The
                Baseline Schedule for construction and all schedule updates thereto
                will be
                manpower loaded. Each Schedule activity or task will be assigned
                a total number
                of craft-hours (based on direct man-hours including foreman and general
                foreman)
                as required to perform the Work involved. Contractor shall demonstrate
                to the
                reasonable satisfaction of the Owner that the total number of man-hours
                loaded
                in the Schedule are the same as and balance to the total direct man-hours
                estimated by Contractor.
  8.4.4  CPM
                Diagrams .
                The CPM
                Schedule will be submitted by the Contractor to the Owner in electronic
                form
                (XER File) and shall be structured so that the Owner can produce
                graphical
                charts at its offices that show the logical relationships of all
                Work activities
                including time-scaled logic diagrams of the Baseline Schedule with
                all
                information contained on each sheet without reducing its readability.
                The
                Project Critical Path shall be clearly shown and identified in the
                Baseline
                Schedule calculations and also on the time-scaled logic diagrams.
                Contractor
                shall designate for each Work activity its unique identification
                number, full
                description, planned duration, remaining duration, percent complete,
                calendar
                identification (“Activity ID”), and the Owner’s WBS, if provided.
  8.4.5  Monitoring
                Activity IDs .
                Contractor must closely monitor the relationships between each Activity
                ID to
                assure the Baseline Schedule and all updated schedules properly reflect
                the
                planned Work sequences, the physical relationships and the known
                constraints.
                Negative lag relationships will be minimized; however, they can be
                used and with
                an explanation provided to the Owner when requested. Zeroing out
                of free float
                is allowed. Milestones and Schedule Plug Dates shall be included,
                and may be
                tied to the logic; however, the Contractor will provide the scheduling
                methodology to the Owner when requested in such cases.
  8.4.6  Features
                Included in Baseline Schedule .
                The
                Baseline Schedule must include the following features and shall,
                at a minimum,
                consist of the following:
  8.4.6.1  Activity
                ID Numbers .
                Each
                Activity ID number shall be unique to one activity only. For purposes
                of overall
                project management, Owner reserves the right to assign two (2) alphanumeric
                characters in the farthest left position, which may assist in identifying
                building locations. Activity ID numbers will correspond to the Contractor’s
                internal system.
  8.4.6.2  Activity
                Description .
                Each
                activity shall be described in sufficient detail as to fully describe
                the Work
                to be performed. Generic terms or description will not be accepted.
                Hammocks and
                milestones shall be clearly indicated by the activity description.
  8.4.6.3  Activity
                Relationships (logic sequences) .
                All
                preceding and succeeding event Activity ID numbers, associated relationship
                types and lag values will be expressed in each activity. Revisions
                to any logic
                which affects the Project Critical Path will be submitted at the
                time such
                revision(s) are included in the mathematical analysis. A brief reason
                for each
                revision will be provided by Contractor upon request of the Owner.
   Page
                18
 
  8.4.6.4  Calendar
                  ID/Planning Units .
                  Multiple calendars are acceptable only if each calendar is clearly
                  identified
                  and included with each mathematical analysis. Planning units shall
                  not be
                  greater or less than one (1) calendar Day.
  8.4.6.5  Early
                  Dates .
                  Actual
                  start and actual finish dates will replace calculated early dates,
                  as progress
                  is reported, and shall be clearly marked as an actual start or
                  actual finish
                  dates. Plugged or fill dates may be used in lieu of calculated
                  dates and/or
                  logic, and such dates may include start-no-earlier-than, start-no-later-than,
                  or
                  like constraint dates. If such conventions are used in calculating
                  early dates,
                  they shall be clearly indicated. Provisions shall be made to allow
                  the “Current
                  Early Dates” to be adjusted based on the progress accomplished to date and the
                  current status of the Project as calculated by the updating of
                  the schedule and
                  the mathematical analysis of the logic sequences.
  8.4.6.6  Late
                  Dates .
                  Actual
                  start and actual finish dates will replace calculated late dates,
                  as progress is
                  reported, and shall be clearly marked as an “actual finish date.” Plugged or
                  fill dates may be used in lieu of calculated dates and/or logic
                  sequences, and
                  such dates may include finish-no-earlier-than, finish-no-later-than,
                  or like
                  constraints dates. If such conventions are used in calculating
                  late dates, they
                  shall be clearly indicated. Provisions shall be made to hold or
                  freeze the
“Current Late Start and Finish Dates”, as shown in the reviewed and approved
                  mathematical analysis, as the agreed no-later-than Baseline Schedule.
  8.4.6.7  Float
                  or Slack .
                  Both
                  the calculated total float and free float shall be clearly identified
                  in terms
                  of their appropriate calendar and planning units.
  8.4.6.8  Planned
                  Duration .
                  To be
                  shown in terms of appropriate calendar and planning units. Provisions
                  shall be
                  made to store and show all planned durations included in mathematical
                  analysis
                  for the approved Baseline Schedule.
  8.4.6.9  Remaining
                  Duration .
                  The
                  number of days to complete the remaining Work for a construction
                  activity in
                  progress based on units or commodities left to complete and estimated
                  manpower
                  loading.
  8.4.6.10  Percentage
                  Complete .
                  Activity percentage of completion shall be determined by the physical
                  status of
                  the Work involved and shall be consistent with the amount of remaining
                  Work.
  8.4.6.11  Construction
                  Resource Analysis .
                  The
                  resource analysis shall, at a minimum, include Construction Schedule
                  craft
                  manpower loading and provide the estimated manpower based on the
                  planned
                  man-hours per activity. The comparison of planned vs. actual man-hours
                  for each
                  activity will be analyzed as part of the earned-value analysis.
                  For all of the
                  above resources, Contractor shall graphically show all required
                  elements through
“S” curves, histograms, and bar graphs in a format approved by Owner.
                  Planned
                  and Actual elements will always be shown together in the same
                  graphic.
  8.4.6.12  Electronic
                  Transfer of Data .
                  Contractor will issue fully transferable electronic information
                  data files (XER
                  Files ) to Owner.
  8.5**Construction
                    Work Breakdown Structure (WBS) and Construction Earned-Value
                    Reporting**.  Subarticles 8.5.1 to 8.5.6 and 8.6, 8.7, 8.8
                    and 8.9 shall be applied to the construction portion of the Contractor
                    Schedule
                    and Work.
 8.5.1  Work
                  Breakdown Structure .
                  Contractor is required to submit a Work Breakdown Structure (“WBS”) based on
                  Contractor’s final definitive estimate of the Work as represented by the final
                  estimate by line-item with detailed descriptions and codes for
                  each building
                  area, category of Work, phase sequence and/or Material installation
                  as required
                  to perform the Work identified in the Contract and is subject to
                  Owner’s
                  approval. At a minimum, each Schedule activity shall be coded to
                  the Contract
                  number, unit number, Work or system, phase designation, outage/non-outage
                  task,
                  and purchaser summary code per the WBS. Code values and details
                  will be
                  developed per the WBS and provided to Contractor after the Contract
                  award. The
                  Baseline Schedule and the WBS Reporting coding system shall be
                  compatible and
                  mutually reference the Activity IDs. The codes used in the WBS
                  must be approved
                  by Owner before they may be used.
   Page
                  19




8.5.2  Progress
        Reporting .
        Contractor shall update the Detailed CPM Schedule not less than once weekly
        (“Weekly Update”). The Weekly Update shall include all required reports
        specified herein that are necessary for maintaining the Detailed CPM Schedule
        and the Earned Value Reporting. Each Weekly Update will show the actual and
        projected start dates for all Work activities, actual and projected finish
        dates, all logic revisions and a statement as required regarding the reason(s)
        logic within the Detailed CPM Schedule was revised, actual man-hours expended
        to
        date, actual equipment used and actual material installed. Each Weekly Update
        must be accompanied by a detailed status report indicating the overall status
        of
        the Work, problem areas, recovery plans, unresolved issues, change orders
        and
        their effect on the Work progress, and manpower productivity and availability.
        Each Weekly Update must be accompanied by a Material Received Report and
        a
        Materials Report.
  8.5.3  Earned-Value
        Reporting .
        Contractor shall provide updates of its progress (“Earned-Value Reports”) in
        completing the Work in comparison to the man-hours loading by updating its
        progress in accordance with the categories established in the WBS. Formatting
        of
        the Earned-Value Reports shall be subject to Owner’s approval. Contractor’s
        Earned-Value Reports shall include the following detail:
  8.5.3.1  Comparison
        of the final man-hours loading to similar planned metrics material quantities
        and equipment to be installed as identified in the WBS line item
        codes.
  8.5.3.2  Actual
        man-hours expended by Contractor each Day (and by shifts per Day if shifts
        are
        implemented) as identified in the WBS line-item codes or schedule
        activity.
  8.5.3.3  Actual
        percent complete status for each WBS line-item code or scheduled activity
        of
        Work based on the to-date progress of the Work, including but not limited
        to
        material, commodities, units installed, and equipment installed.
  8.5.4  Schedule
        Performance Index .
        Contractor shall report on a weekly basis its schedule progress in an index
        dividing earned hours by budgeted or scheduled hours (“SPI”).
  8.5.5  Cost
        Performance Index .
        Contractor shall report on a weekly basis its cost progress in an index dividing
        earned hours by actual hours expended (“CPI”).
  8.5.6  Daily
        Force Reports .
        Every
        Day, Contractor will submit a force report identifying Contractor’s total
        manpower head count performing the Work with a breakdown by craft, plus a
        description of the Work currently being performed.
  8.6  **Project
        Execution Plan** .
        As a
        condition precedent to Owner’s obligation to pay Contractor’s first Application
        for Payment following the Effective Date, Contractor must submit its detailed
        “Project Execution Plan” for performing its Work at the
        Site.
  8.7  **Material
        Laydown Plan** .
        Contractor shall submit a Material Laydown Plan within ninety (90) Days after
        Effective Date of the Contract. The Material Laydown Plan shall identify
        all
        material laydown areas and the shakedown sequence. It shall fully describe
        any
        effect on the Crane Plan and any known coordination issues concerning materials
        storage related to the Project.
  8.8  **Crane
        Plan** .
        As a
        condition precedent to Owner’s obligation to pay Contractor’s first Application
        for Payment following the Effective Date, Contractor must submit its detailed
        “Crane Plan” for performing its Work. The
        crane plan will include preliminary crane locations and time lines, but may
        be
        subject to change based on the final design of components, degree of ground
        fabrication and fabrication table locations.
  8.9  **Start-Up
        Schedule** .
        When
        the Project reaches sixty percent 60% completion as determined by the Earned
        Value Analysis of Owner or six months prior to initial operation of the first
        mechanical subsystems, whichever is earlier, Contractor shall submit a detailed
        Start-Up Schedule.
   Page
        20
 
   8.10 **Commissioning
        Schedule** .
        Owner
        will prepare a Commissioning Schedule for the Project and deliver it to
        Contractor and deliver it no later than September 12, 2006 for Contractor’s
        review and comment. Owner and Contractor shall then mutually agree upon the
        Commissioning Schedule.
 **ARTICLE 9**
  **SITE**
  9.1  **Site
          Availability** .
          Owner
          shall make available to Contractor portions of the Site necessary for the
          Contractor’s performance of the Work, all reasonable and necessary access
          thereto, and areas suitable for large mobile crane operations and for
          installation of Contractor’s office and warehouse, equipment receiving and
          laydown, craft change rooms, welding facilities, materials storage, and
          employee
          parking as indicated on Contract drawings. Owner shall properly maintain
          storage
          and laydown areas and access roads.
  9.2  **Conditions
          Affecting Work and Differing Site Conditions** .
          Contractor acknowledges that it has made a reasonable investigation and
          reasonably satisfied itself as to the conditions affecting the Work, provided
          that such conditions were reasonably ascertainable from a Site visit, including
          but not limited to those bearing upon: the transportation, disposal, handling
          and storage of materials; availability of labor, water, electric power
          and
          roads; the reasonably anticipated uncertainties of weather, river stages,
          tides,
          surface or similar physical conditions at the Site; the conformation and
          condition of the ground; and the character of equipment needed preliminary
          to
          and during the prosecution of the Work.
  9.2.1  Notification
          by Contractor Change Request .
          Contractor shall promptly, and before conditions are disturbed, notify
          Owner’s
          Representative by means of a Contractor Change Request of (a) latent physical
          conditions at the Site differing materially from those indicated in this
          Contract or (b) unknown physical conditions at Site, of an unusual nature,
          differing from those ordinarily encountered and generally recognized as
          inherent
          in work of the character provided for in this Contract for which Contractor
          believes that an adjustment in Contract Price or the Project Schedule is
          justified. The Owner shall provide such Change Order allowing for reimbursement
          of increased costs; however, Contractor shall not be entitled to any additional
          time or compensation if Contractor negligently or knowingly exacerbated
          the
          condition.
  9.2.2  No
          Contractor Liability for Pre-Existing Conditions .
          Except
          to the extent that such conditions were readily apparent upon reasonable
          investigation or unless otherwise required by the Contract Documents, Contractor
          takes no responsibility and shall have no liability for pre-existing site
          conditions, including but not limited to sub-surface conditions, historical
          artifacts, hazardous materials, structural integrity of existing steel
          or other
          structures, and buried or concealed conditions.
  9.2.3  Hazardous
          or Toxic Material .
          Contractor shall have no liability or responsibility for any existing Asbestos,
          lead-based paints, pollution, contamination, or other hazardous or toxic
          material or for Owner’s generation, emission or disposal or other Hazardous
          substances, except to the extent Contractor negligently or knowingly exacerbates
          the condition.
  9.2.4  Owner
          Abatement .
          In the
          event any such pre-existing site conditions are encountered in the course
          of the
          Work, Contractor shall notify Owner and stop Work in the area until Owner
          rectifies or abates these conditions.
  9.2.5  Delays,
          Additional Costs and Indemnity .
          Delays
          or additional costs encountered by Contractor as a result of such pre-existing
          site conditions shall result in an equitable adjustment in the Contract
          Price
          and Schedule. Owner shall protect and indemnify Contractor against any
          and all
          claims or liabilities based on such conditions.
  9.3  **Use
          of Owner’s Tools and Equipment at Site** **.**
  9.3.1  Contractor
          to Supply Tools and Consumables for Work .
          Contractor is required to supply all tools and consumables required to
          perform
          the Work. Contractor shall mark all of its tools by color code or Contractor
          nameplate before mobilizing to the Site. No marking shall be done on the
          Site.
          Any tools or equipment not marked will be considered the property of Owner
          unless conclusively proven otherwise. Owner retains the right for continual
          inventory and inspection of all Contractor tools located on Owner property.
          Contractor shall not normally be allowed to borrow tools from Owner. Should
          Owner allow Contractor to borrow tools, only designated Owner employees
          shall be
          allowed to check out items from Owner’s tool crib or storeroom. Owner retains
          the right to charge Contractor for any tools, equipment, consumables, or
          material that are obtained from Owner that should have been supplied by
          Contractor. The charge shall be at Owner’s cost plus a twenty percent (20%)
          markup.
  Page
          21
 
  9.3.2  Contractor’s
            Release and Indemnity for Use Of Owner’s Equipment .
            Should
            Owner permit Contractor to use any of Owner’s equipment, tools or facilities or
            should Owner provide transportation, labor, electric power, other utility
            service or other assistance in connection with the performance of the
            Work, such
            use or furnishings, unless expressly provided otherwise, shall be gratuitous
            and
            Contractor hereby waives, releases, and renounces all Losses relating
            thereto,
            whether for personal injury, occupational sickness or disease or death
            or for
            physical damage to property, or loss of use thereof, and whether based
            on the
            condition thereof or any negligence, strict liability or other fault
            of Owner
            and shall indemnify Owner for any and all Losses resulting in any way
            from
            Contractor’s use of any of Owner’s equipment, tools or facilities or Owner’s
            provision of transportation, labor, electric power or other utility service
            of
            other assistance in connection with the performance of the Work. Notwithstanding
            the foregoing, such waiver and indemnity obligations shall not apply
            to
            circumstances of gross negligence or intentional misconduct by Owner
            or others
            for whom Contractor is not responsible.
  9.4  **Owner
            Control Over Work Scope** .
            Owner
            reserves the right to delete portions of the Work from this Contract
            and to
            perform such portions of the Work or work outside the scope of this Contract
            with its own forces or other contractors and to award contracts for such
            other
            work at the Site. Contractor shall cooperate with Owner’s Representative,
            Owner’s other contractors, or other designees, in the scheduling and prosecution
            of the Work to accommodate such other work. If Contractor believes that
            the
            scheduling or prosecution of such other work has or will have an adverse
            effect
            on the Project Schedule, then Contractor shall promptly notify Owner
            and the
            provisions of Article 13 shall apply.
  9.5  **Owner
            Control Over Access** .
            Owner
            reserves the right to deny access to, or expel from, the Site any employee
            of
            Contractor or its Subcontractors, following consultation with Contractor,
            if in
            Owner’s reasonable judgment such exclusion shall be in the interest of safety
            or
            security at the Site. Former employees of Owner (or Owner’s affiliates) may be
            brought onto the Site only if prior approval from Owner’s Representative is
            obtained and Contractor has advance knowledge that the individual was
            an
            employee of Owner within the last five years. Should Contractor learn
            that one
            of its personnel is a former employee of Owner after such employee has
            been
            admitted to the Site, Contractor shall immediately notify Owner. Owner
            shall
            have the right and power to then exclude such employee from the
            Site.
  9.6  **Signs** .
            Contractor shall not place or maintain, or permit to be placed or maintained,
            any sign, bill or poster on or about the Site without the prior consent
            of
            Owner’s Representative.
  9.7  **Disposal
            of Excavated Material; Archeological or Historical
            Finds** .
            In the
            event that any relics or items with archeological or historical value
            or other
            valuable materials (“Relics”) are discovered on the Site by Contractor or any
            Subcontractor, Contractor shall immediately notify Owner’s Representative and
            appropriate authorities in accordance with applicable Laws, and await
            the
            decision of Owner’s Representative before proceeding with any further Work that
            might harm or destroy such Relics. If Contractor believes that the proper
            disposal of any Relics constitute grounds for issuance of a Change Order,
            then
            Contractor shall proceed in accordance with the requirements of Article
            13.
            Neither Contractor or any Subcontractor shall have any property rights
            to such
            Relics.
  9.8  **Security** .
  9.8.1  Responsibility .
            Contractor shall be solely responsible for the security of all Work in
            its
            custody or placed in construction by it. The presence of Owner’s plant security
            shall not mean that Owner shall be responsible for protection and security
            of
            Contractor’s Work.
  9.8.2  Methods .
            Security methods shall be employed by Contractor as required to reasonably
            ensure the protection of all materials, equipment, and construction Work
            from
            theft, vandalism, fire, and all other damage and loss.
  9.8.3  Employees .
            Contractor’s and its Subcontractors’ employees (referred to as “Personnel”),
            will be required to check in and out of a designated security gate. All
            Personnel will on their first Day of employment, inform the security
            guard of
            their name and employer when they enter and leave the Site. All Personnel
            will
            be required to fill out a gate access register, and turn it into the
            Contract
            administration clerk. Contractor must notify Owner of all new and laid
            off
            employees each Day. All Personnel will be assigned an access card to
            be used to
            identify him or her for entrance and exit at the designated security
            gate. Use
            of the access card will commence on the first Day of employment. Personnel
            shall
            show proper respect to the Plant security services at all times. All
            Personnel
            shall leave the Site immediately after completing their shift. Congregating
            in
            the parking lot or other locations on the Site shall not be permitted.
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            22
 
  9.8.4  Vehicles .
              Contractor shall not permit vehicles to drive in and out of Owner premises
              except those explicitly designated by Owner. No Contractor employees
              will be
              allowed to ride in the vehicle through the security gate except the
              driver.
  9.8.5  Inspections
              and Searches .
              All
              Personnel will check in and out with their lunch boxes in an open position
              for
              inspection by the security guards. Personnel will not be allowed to
              bring lunch
              sacks onto the Site. Vehicles, toolboxes, lunch boxes, and other containers
              shall be subject to an unannounced search at the gate or other location
              as
              determined by Owner.
  9.9  **Site
              Coordination Between Owner and Contractor** .
              The
              Parties recognize that a close working relationship is essential in
              order for
              the Parties to realize all of the benefits of this Contract.
  9.9.1  Contractor
              Site Office .
              During
              the performance of this Contract, Contractor shall maintain a suitable
              office on
              the Site and near the location of the Work as designated by Owner.
  9.9.1.1  Staffing .
              The
              Contractor shall staff its office to facilitate proper office administration
              to
              Owner’s satisfaction. The office shall be continually staffed by a
              representative of Contractor authorized to receive drawings, instructions,
              or
              other communications or articles. Any communication given to said
              representative, or delivered to said office, shall be deemed to have
              been
              delivered to Contractor.
  9.9.1.2  Field
              Records .
              Contractor shall maintain at its Site office up-to-date copies of all
              drawings,
              Contractor’s Specifications, the Technical Specifications, and other Contract
              Documents and supplementary data, complete with the latest revisions
              thereto. In
              addition, Contractor shall maintain a continuous record of all field
              changes,
              which shall be available for inspection by Owner at all times. At the
              conclusion
              of the Work, Contractor shall deliver a copy of the continuous record
              to Owner,
              and shall incorporate all such changes on the drawings and other engineering
              data, and submit the required number of copies thereof to Owner.
  9.9.2  Contractor
              Site Supervision and Technical Expertise .
              Contractor shall furnish adequate management, supervisory, and technical
              personnel on the Site to ensure expeditious and competent handling
              of the
              Work.
  9.9.2.1  Scheduling
              of Site Work.
  9.9.2.1.1  Non-Emergency
              Work .
              The
              performance of any Work that would affect the operation of Owner’s system
              facilities shall be scheduled to be performed only at times acceptable
              to Owner.
              No Work shall be done between 6:00 p.m. and 7:00 a.m., local time,
              or on Sundays
              or legal holidays without the written permission of Owner. Night Work
              may be
              established by Contractor as a regular procedure with the written permission
              of
              Owner. Such permission, however, may be revoked at any time if Contractor
              fails
              to maintain adequate equipment and supervision for the proper prosecution
              and
              control of the Work at night.
  9.9.2.1.2  Emergency
              Work .
              Owner
              shall have the right to perform emergency work without the prior consent
              of
              Contractor.
  9.9.2.2  Interruptions
              of Owner Plant or System .
              All
              Work which will disrupt Owner’s Plant or system shall be scheduled subject to
              approval by Owner and taking into consideration the facilities and
              Owner’s
              requirements at all times during construction. In the event that it
              is necessary
              to either interrupt the power supply or to impose abnormal operating
              conditions
              on Owner’s utility system, such procedure must be acceptable to Owner and a
              complete understanding and agreement must be reached by all parties
              concerned
              well in advance of the time scheduled for such operation, and such
              understanding
              shall be definite as to date, time of day, and length of time required.
              This
              understanding and agreement must be evidenced in writing. It shall
              be the
              Contractor’s responsibility to ascertain that such understanding and agreement
              is properly evidenced in writing with the signature of Owner’s Representative
              affixed thereto.
 Page
        23
 
  9.9.2.3  Owner
          Hold Procedure .
          Contractor shall not be allowed to operate any electrical switches, circuit
          breakers, valves or other controls on Owner’s operating facilities. Owner shall
          do all switching and attach “HOLD” tags to secure equipment for Contractor, but
          it shall be the responsibility of Contractor to check all holds applied
          for its
          protection except in the case of an emergency. Contractor shall request
          the
          application or release of all equipment safety holds through Owner
          Representative.
  9.9.3  Relations With
          Other Contractors .
  9.9.3.1  Cooperation .
          Contractor shall cooperate with all other contractors who may be performing
          work
          on behalf of Owner, and workers who may be employed by Owner, in the vicinity
          of
          the Work under this Contract, and Contractor shall conduct its operations
          to
          minimize interference with the work of such contractors or workers. Any
          difference or conflict that may arise between Contractor and other contractors,
          or between Contractor and workers of Owner, in regard to their work shall
          be
          resolved as determined by Owner. Owner shall make the final decision resolving
          the conflict.
  9.9.3.2  Site
          Coordination .
          Owner
          shall coordinate the work between or among all of the contractors on the
          Project
          Site; however, Contractor shall coordinate its daily Work with that of
          other
          contractors and shall cooperate fully with Owner in maintaining orderly
          progress
          towards completion of the Work as scheduled. Owner’s decision regarding priority
          between Contractor’s Work and the work of other contractors at the Site shall be
          final.
  9.9.3.3  Site
          Meetings .
          Periodic meetings of the contractors at the Site may be held at the times
          and
          places designated by Owner. The purpose of the meetings will be for the
          scheduling and coordination of each contractor’s work, including Contractor’s
          Work, within the requirements of the overall Project. Representatives of
          Owner
          and each contractor, including Contractor, shall attend each scheduled
          meeting.
  9.9.3.4  Delay
          by Owner’s Contractors .
          If
          Owner’s other contractors on Site delay the Critical Path of Contractor’s
          performance of the Work as set forth on the Milestone Schedule or if Owner’s
          other contractors on the Site cause Contractor to incur additional cost(s),
          Contractor shall be entitled to an equitable adjustment in the Contract
          Price
          and Project Schedule, as appropriate and in accordance with Article 13
          of this
          Contract.
  9.9.3.5  Owner’s
          Construction Durations .
          Owner,
          shall be entitled to the construction durations allotted in the Level 3
          Detailed
          CPM Schedule for Owner and Owner’s contractors to complete portions of the
          Project. If Owner’s contractors do not take longer than the allotted durations
          for such work, then Contractor shall not be entitled to an extension of
          time.
  9.10 **Construction
          Plant and Temporary Facilities** **.**
  9.10.1  Contractor
          to Supply .
          Contractor shall furnish all Construction Aids required for prosecution
          of the
          Work but which will not be incorporated in the completed Work, unless otherwise
          specified herein. Temporary structures for offices, change houses, warehouses,
          and other uses for Contractor or its Subcontractors shall be provided by
          Contractor using materials, design, and construction approved by Owner.
          Suitable
          construction trailers may be used in lieu of temporary structures. Such
          structures or trailers shall be placed only in the locations assigned by
          Owner.
   Page
          24
 
  9.10.2  Condition .
            All
            Construction Aids shall be in first-class condition and shall be of the
            proper
            type and size to perform the Work. The Construction Aids shall be regularly
            and
            systematically maintained throughout the Work to ensure proper, efficient
            operation. Construction Aids that are inadequate or improperly maintained
            shall
            be promptly modified, repaired, or removed from the Site and
            replaced.
  9.10.3  Ownership
            and Removal .
            All
            temporary structures and facilities furnished by Contractor shall remain
            the
            property of Contractor and shall be maintained throughout the construction
            Work.
            When the construction Work is completed, all of the Construction Aids
            shall be
            removed promptly from the Site and the area shall be restored to its
            original
            condition.
  9.11 Construction
            Utilities.
  9.11.1  Contractor
            to Supply .
  9.11.1.1  Power
            Extension Facilities .
            Contractor shall provide its own power extension facilities including
            all
            necessary connectors, disconnect switches, breakers, transformers, wiring,
            and
            other devices required to distribute power for its use and for the use
            of its
            agents, the installation of which shall not impede walkways, exits, platforms
            and other access used by Owner operating and maintenance personnel.
  9.11.1.2  Lighting .
            Contractor shall furnish and install all temporary lighting required
            in the
            prosecution of its Work in accordance with current standards.
  9.11.1.3  Water .
            Contractor shall provide piping, valves, pumps, and hoses as required
            to
            distribute water for its and its Subcontractors’ use. Contractor shall provide
            sanitary drinking water facilities for its employees including coolers,
            ice,
            disposable cups, and a trash barrel at each water cooler.
  9.11.1.4  Heating .
            Contractor shall provide all heating facilities required for the efficient
            prosecution of its Work and as required to prevent freeze damage to equipment
            under its custody. Contractor shall operate all heating facilities in
            a safe
            manner at all times and shall provide all such facilities with adequate
            safeguards. The method of heating shall be subject to approval by Owner.
            Salamanders, open fires, or other methods of heating which constitute
            a hazard
            to personnel or property shall not be used by Contractor.
  9.11.1.5  Sanitary
            Facilities .
            Contractor shall furnish and maintain sanitary facilities, including
            chemical
            toilets for the use of persons engaged in the Work under this Agreement.
            Contractor’s personnel will not be permitted to use the permanent Plant toilet
            and washroom facilities.
  9.11.1.6  Elevators .
            Contractor may provide its own hoists and elevators or may make arrangements
            with other contractors for construction and use of hoists and
            elevators.
  9.11.1.7  Telephone .
              Contractor shall provide its own telephone service.
 9.11.1.8  Compressed
            Air .
            Contractor shall provide all air compressors, fuels, lubricants, hoses,
            piping
            and other apparatus as required for supplying compressed air required
            for
            prosecution of its Work.
  9.11.2  Owner
            to Supply .
  9.11.2.1  Water .
            Water
            for construction use and drinking will be furnished by Owner at no charge
            at
            designated supply points.
  9.11.2.2  Railroad
            Spurs .
            Railroad spurs may be used by Contractor with the permission of
            Owner.
  Page
            25
  9.11.2.3  Barge
              Unloading Facility .
              Owner’s
              barge unloading facility may be used by Contractor with the permission
              of
              Owner.
  9.11.2.4  Construction
              Power .
              Owner
              will furnish all energy for construction electric power and temporary
              lighting
              at no charge. Owner will supply 480 volt, 3-phase ac power at Owner
              designated
              points. Owner assumes no responsibility for interruption of construction
              power.
              Notwithstanding the above, extended interruption of construction power
              not
              caused by Contractor that delays the Project Critical Path or for items
              not on
              the Project Critical Path an interruption of a continuous period of
              construction
              constituting more than twenty-four hours of Contractor’s Work shall constitute a
              change entitling Contractor to an equitable adjustment in accordance
              with
              Article 13 of this Contract.
  9.11.3  **Condition.**
  9.11.3.1  Power .
                Power
                facilities shall comply with applicable safety and National Electric
                Code
                requirements, shall be constructed by Contractor to provide proper
                clearances
                and minimum interference with construction and shall be subject to
                Owner
                approval. All 480 volt circuits shall be multi-conductor with neoprene
                or metal
                sheaths or be run in metallic conduit.
 9.11.3.2  Lighting.
              Lighting conductors shall be not less than 12 AWG copper and insulated
              for 600
              volts. A fuse of proper size and amperage shall be provided for the
              protection
              of each circuit.
  9.11.3.3  Potable
              Water. Personnel shall be assigned to assure maintenance and cleanliness
              of
              the potable water supply. Potable water containers and dispensers shall
              not be
              used to hold or cool other foods or materials while being used to contain
              and
              dispense drinking water.
  9.11.3.4  Sanitary
              Facilities. Contractor shall comply with all regulations of agencies having
              jurisdiction with respect to sanitation. Any facilities or methods
              failing to
              meet these requirements shall be corrected immediately. Raising and
              lowering of
              the chemical toilets shall be performed by Contractor.
  9.12 **Construction
                Area.**
  9.12.1Area
                  Boundaries .
                  Owner
                  will designate the agreed boundary limits of access roads, parking
                  areas,
                  storage areas, and construction areas, and Contractor shall not
                  trespass in or
                  on areas not so designated.
 9.12.2  Owner
              Facilities. Owner’s lunchroom, control room, locker rooms, toilet and wash
              facilities, parking lots and maintenance shops are considered off limits
              to
              Contractor personnel.
  9.12.3  Access
              Roads, Parking And Storage Areas. Construction access roads, parking lots,
              and storage areas will be assigned for Contractor’s use by Owner. Contractor’s
              employees shall park their automobiles, trucks, and other vehicles
              in the
              assigned construction personnel parking area. Contractor shall use
              only the
              route to and from their work area as designated by Owner.
  9.12.4  Food
              Services. No food services will be permitted on the construction
              Site.
  9.13    
              **Cleanliness.** Contractor shall give special attention
              to
              keeping the inside of the structures and surrounding grounds clean
              and free from
              trash and debris. Contractor shall be responsible for ensuring that
              its
              Subcontractors comply with the same standards as Contractor is required
              to meet
              hereunder.
  9.13.1  Personnel.
              Contractor shall employ sufficient and special personnel to thoroughly
              clean its
              work areas continuously each working Day and shall cooperate with the
              other
              contractors to keep the entire construction Site clean. This shall
              include
              sweeping the floors, collecting and disposing of trash, and all other
              functions
              required to keep the Site clean.
  Page
              26




9.13.2  Storage
        of Materials and Supplies .
        Contractor shall store all materials and supplies in locations that will
        not
        block access ways and arrange all materials and supplies to permit easy cleaning
        of the Work area.
  9.13.3  Trash .
        Contractor shall collect, sort and deposit all trash, debris, and waste
        materials daily in waste collection areas near the Work as designated by
        Owner.
        Promptly upon the completion of the Work, Contractor shall remove all trash,
        waste materials, and debris resulting from Work under this Contract from
        the
        Site in a safe manner. Nothing shall be thrown or allowed to fall from any
        of
        the structures. Contractor shall promptly remove any Hazardous Substances
        from
        Owner’s premises in compliance with Subarticle 29.13 (and each of its Subparts)
        and applicable Laws.
  9.13.4  Finishes .
        Contractor shall thoroughly clean the areas of the Work, removing all
        accumulations of dust, scraps, waste, oil, grease, weld spatter, insulation,
        paint, and other foreign substances. Surfaces damaged by deposits of insulation,
        concrete, paint, weld metal, or other adhering materials shall be restored
        by
        Contractor at Contractor’s sole cost.
  9.13.5  Parking
        Area .
        It
        shall be Contractor’s responsibility to keep the construction parking area clean
        at all times.
  9.13.6  Conflict
        Between Contractors .
        In the
        event of conflict between contractors, including Contractor, concerning cleaning
        responsibilities, Owner will determine the responsibility and assign the
        work.
        Owner’s decision will be binding and the contractor, including Contractor, shall
        promptly perform the disputed work at that contractor’s sole
        expense.
  9.13.7  Failure .
        In the
        event that Contractor fails to comply with the cleanliness requirements
        specified herein or to perform the cleanup work assigned to it by Owner,
        Owner
        following consultation with Contractor and an opportunity for Contractor
        to cure
        its failure, reserves the right to hire another contractor (not necessarily
        one
        of the construction contractors) to perform the necessary cleanup work and
        charge Contractor for all such costs.
  9.14 **Fire
        Protection** .
  9.14.1  Responsibility
        for Fire Protection .
        Contractor shall be responsible for ensuring that there is adequate fire
        protection for its Work.
  9.14.2  Fire
        Fighting .
        Contractor’s supervisory personnel and a sufficient number of workers shall be
        instructed in proper methods for extinguishing fires and shall be assigned
        specific fire protection duties. When trained personnel leave the job, new
        personnel shall be trained in their duties. All workers shall be instructed
        in
        the selection and the operation of each type of fire extinguisher supplied
        by
        Contractor for each type of fire that might be encountered.
  9.14.3  Work
        Procedures .
        Contractor must employ work procedures that minimize fire hazards to the
        extent
        practicable. Contractor shall follow OSHA 29 CRF 1926 Subpart F - Fire
        Protection and Prevention.
  9.14.4  Volatile
        and Flammable Materials .
  9.14.4.1  Fuels
        and Solvents .
        Contractor shall store all fuels, solvents and other volatile or flammable
        materials away from the Work and in storage areas in well-marked, safe
        containers as required by Laws. Only solvents with a flash point of one hundred
        forty degrees Fahrenheit (140°F) and above are permitted on site.
  9.14.4.2  Form
        Work, Scaffolding, Etc .
        Contractor shall treat for fire resistance or otherwise protect against
        combustion resulting from welding sparks, cutting flames, and similar fire
        sources all form work, scaffolding, planking, and similar materials that
        are
        combustible but which are essential to execution of the Work.
  Page
          27
  9.14.5  Burning .
          Contractor shall not permit open fires or burning on the Site.
  9.14.6  Fire
          Protection Equipment .
          Owner
          shall provide adequate fire protection for any temporary structures it
          provides
          for Contractor’s Use. Contractor shall ensure that there is adequate fire
          protection equipment in each warehouse and office, in other temporary structures
          and in each work area it is occupying. Access to sources of water for
          extinguishing fires shall be identified and kept clear at all times. Contractor
          shall provide suitable fire extinguishers in enclosed areas, in areas that
          are
          not accessible to water for extinguishing fires, or in areas that may be
          exposed
          to fire that cannot be safely extinguished with water. Each fire extinguisher
          shall be of a type suitable for extinguishing fires that might occur in
          the area
          in which it is located. In areas where more than one type of fire might
          occur,
          the type of fire extinguisher required in each case shall be provided.
          Each
          extinguisher shall be placed in a convenient, clearly identified location
          that
          will be readily accessible in the event of fire.
 
 **ARTICLE 10**
  **THE
          PARTIES’ REPRESENTATIVES**
  10.1 **Owner’s
          Representative** .
          Owner
          shall appoint an Owner’s Representative who shall be authorized to act on behalf
          of Owner and with whom Contractor may consult at all reasonable times,
          and whose
          instructions, requests and decisions will be binding upon Owner as to all
          matters pertaining to the Contract Documents and the performance of Owner
          hereunder except that Owner’s Representative shall not have the authority to
          modify this Contract. Notwithstanding the foregoing, Owner’s Representative
          shall be allowed to issue Change Orders in accordance with Article 13.
          The
          initial Owner’s Representative is the individual identified in Subarticle 29.6.
          In addition, Owner may from time to time appoint such other individuals,
          each an
“Other Owner-Authorized Party,” whose duties, authority and responsibilities
          shall be specified in the Notice provided to Contractor of such Other
          Owner-Authorized Party’s appointment. Owner may change the identity of its
          Owner’s Representative or Other Owner-Authorized Party by providing Notice to
          Contractor pursuant to the provisions of Subarticle 29.6. Owner’s Representative
          and Contractor’s Representative shall confer before the Work starts to ensure
          that the nature and scheduling of the Work’s activities are mutually understood
          and shall meet multiple times weekly during the Work’s duration to discuss the
          progress made, impediments encountered or expected and their resolution,
          and all
          other relevant matters.
  10.2 **Contractor’s
          Representative** .
          Unless
          otherwise agreed in writing by Owner, Contractor shall appoint its Project
          Manager as Contractor’s Representative who shall be a resident of the Site
          throughout the Work and available for consultation with Owner’s Representative
          and Other Owner-Authorized Party, if any, at all reasonable times. Contractor’s
          Representative shall be authorized to act on behalf of Contractor, and
          his or
          her instructions, requests, and decisions shall be binding upon Contractor
          as to
          all matters pertaining to the Contract Documents and the performance of
          the
          Work. The initial Contractor’s Representative is the individual identified in
          Subarticle 29.6. Contractor shall not change Contractor’s Representative without
          the prior written consent of Owner’s Representative, which consent will not be
          unreasonably withheld or delayed. If Owner is reasonably dissatisfied with
          the
          performance of Contractor’s Representative, Owner, following consultation with
          Contractor, may request that Contractor remove such person from his position,
          and Contractor shall immediately remove such person from the
          Project.
  10.3 **Representative’s
          Access** .
          Owner,
          Owner’s Representatives, and any Other Owner-Authorized Party, and their agents,
          employees and invitees, shall at all reasonable times have access to the
          Work
          wherever and whenever it is in preparation and progress provided said access
          shall not unduly interfere with the Work. Without limiting the generality
          of the
          foregoing, Owner, Owner’s Representatives, and any Other Owner-Authorized Party
          shall have the right to videotape, photograph, copy or otherwise record
          the
          activities and the Work. The presence of Owner, Owner’s Representatives, and any
          Other Owner-Authorized Party shall not relieve Contractor of the responsibility
          for construction means, methods, techniques, sequences or procedures, or
          for
          safety precautions and programs in connection with the Work, and Owner,
          Owner’s
          Representative or Other Owner-Authorized Party will not be responsible
          for the
          acts and omission of Contractor or Subcontractors.
  10.4 **Compliance
          with Owner’s Representative’s Directives** .
          The
          conduct of the Work is the responsibility of Contractor. Contractor shall
          issue
          all appropriate orders to Contractor’s employees and Subcontractors. Contractor
          will closely cooperate with Owner’s Representative, and Other Owner Authorized
          Parties to the extent of their stated authority and to the extent consistent
          with the requirements for performance of the Work. Owner, or Owner’s
          Representative may direct Contractor to take such action they deem to be
          in
          Owner’s interest. If Contractor is of the opinion that any such directive
          constitutes grounds for issuance of a Change Order, then Contractor shall
          proceed in accordance with the requirements of Article 13.
   Page
          28
 
  **ARTICLE
            11**
  **SUBCONTRACTORS**
  11.1 **Award
            of Subcontracts for Portions of the Work** .
            Contractor shall comply with the requirements of the subcontracting plans
            contained in Exhibit M.
  11.2 **List
            of Subcontractors** .
            Contractor shall attempt to use Owner’s preferred Subcontractors, and
            Contractor’s pre-approved Subcontractors, identified in Exhibit N. If Contractor
            has difficulty using Owner’s preferred Subcontractors and Contractor wishes to
            use a Subcontractor other than those listed or agreed to by Owner, Contractor
            shall submit the name of the proposed Subcontractor to Owner’s Representative
            for his or her approval (such approval not to be unreasonably withheld).
            The
            Submittal shall contain the name, address, and contact person of the
            proposed
            Subcontractor, as well as a description of the Work to be performed.
            Owner’s
            Representative shall notify Contractor within five (5) Business Days
            if it
            objects to any proposed Subcontractor. Contractor shall identify a suitable
            substitute party in writing within ten (10) Business Days after it receives
            Owner’s disapproval of a proposed Subcontractor. If after choosing a
            Subcontractor to perform a portion of the Work, Contractor decides to
            terminate
            such Subcontractor or such Subcontractor no longer performs a portion
            of the
            Work, Contractor must notify and consult with Owner regarding any replacement
            Subcontractor.
  11.3 **Contracts
            with Subcontractors** .
  11.3.1  Commercially
            Reasonable Efforts .
            Contractor shall use commercially reasonable efforts to incorporate the
            following provisions into the subcontract with each proposed Subcontractor
            covered by the provisions of Subarticle 11.2:
  11.3.1.1  Require
            each Subcontractor, to the extent of the Work to be performed by such
            entity, to
            be bound to Contractor by the applicable terms of this Contract as related
            to
            Subcontractor’s scope of work and, where appropriate to assume to Contractor all
            of the obligations and responsibilities that Contractor has to Owner
            under this
            Contract; and
  11.3.1.2  Make
            Owner an intended third-party beneficiary and preserve the rights and
            remedies
            of Owner under this Contract with respect to the portion of the Work
            to be
            performed by a Subcontractor, so that the subcontracting thereof will
            not
            prejudice such rights and remedies.
  11.3.2  Duty
            to Incorporate .
            Contractor must incorporate the following provisions into the subcontracts
            with
            each proposed Subcontractor:
  11.3.2.1  Require
            each Subcontractor to obtain and maintain the appropriate insurance as
            related
            to Subcontractor’s scope of work;
  11.3.2.2  Require
            each Subcontractor whose scope of work may require disclosure of Contractor’s
            confidential information to execute an appropriate confidentiality agreement;
  11.3.2.3  Require
            that each subcontract provide for a contingent assignment of the subcontract
            upon termination of Contractor by
            Owner. Such contingent assignment shall provide that if Owner fulfills
            Contractor’s obligations to the Subcontractor, then the Subcontractor will
            perform the subcontract on behalf of Owner, its successors and assigns;
            and
  11.3.2.4  Incorporate
            the provisions of Exhibit M.
  11.3.3 No
            Contractual Rights by Subcontractor Against Owner .
            The
            provisions of this Section shall not empower any Subcontractor with any
            contractual rights against Owner.
  11.4 **Payments
            to Subcontractors** .
            Upon
            receipt of payment from or on behalf of Owner, Contractor shall promptly
            pay to
            each Subcontractor the amount paid by Owner to Contractor for such
            Subcontractor’s Work. Contractor must require each Subcontractor to make similar
            payments to such Subcontractor’s Subcontractors. Owner shall have no obligation
            to pay, or cause the payment of, any money to any Subcontractor or any
            other
            party acting through, under or on behalf of Contractor except as may
            be
            otherwise required by Laws, and then subject to Contractor’s indemnity
            obligations under this Contract. Notwithstanding the above, Contractor
            shall be
            entitled to withhold payment(s) and/or offset amounts otherwise due any
            Subcontractor based on such Subcontractor’s failure to perform other obligations
            under its subcontract with Contractor; however, in the event such Subcontractor
            files a Lien or otherwise requests or demands payment from Owner, Contractor
            must defend and indemnify Owner against any Losses related thereto.
   Page
            29
 
   11.5 **Owner/Subcontractor
            Communication** .
            Owner
            may, at its discretion, furnish to any Subcontractor information regarding
            the
            percentages of completion or the amounts applied for by Contractor and
            the
            action taken thereon by Owner on account of Work done by such Subcontractor.
            Owner shall have no obligation to pay or to see to the payment of any
            monies to
            any Subcontractor, except as otherwise may be required by Laws. Notwithstanding
            the foregoing, any payments made by Owner to any Subcontractor shall
            be
            reimbursed by Contractor or may be offset by Owner against and deducted
            from any
            future payments due to Contractor from Owner provided that no such payment
            by
            Owner shall be made without first consulting Contractor.
 11.6 **Approved
              Equipment Suppliers** **.**
  11.6.1  Approved
              Equipment Suppliers List .
              The
              approved equipment supplier’s list is attached as Exhibit N. Contractor may
              request that additional vendors be added to the list subject to the
              Owner’s
              approval, with such approval to be not unreasonably withheld.
  11.6.2  Owner
              Preferred Equipment **.** In
              Exhibit N, Owner has identified categories of items, as indicated by
              highlight,
              where Subcontractor preferences may exist. Prior to Contractor placing
              a
              purchase order for equipment for which the Owner has identified a preference,
              the Contractor will offer optional pricing for said identified Owner-preferred
              equipment. Such additional pricing shall include any necessary schedule
              and
              technical information required by Owner to evaluate the option. Owner
              shall
              select its preferred equipment supplier and advise Contractor within
              three (3)
              Business Days of receiving the Contractor’s offer of said optional pricing. Any
              adjustment resulting from Owner’s option selection shall be set forth in a
              Change Order to be issued to Contractor.
 
 **ARTICLE
              12**
  **COMPENSATION,
              LETTERS OF CREDIT, AND INVOICING**
  12.1 **Contract
              Price** **.** Contractor’s
              total compensation for performance of the Work under this Contract
              shall be
              $713,067,494 as set forth in Exhibit D and as adjusted by any Change
              Orders. The
              Contract Price shall not be increased by: 1) any event of Force Majeure,
              unless
              the Force Majeure event lasts more than five (5) consecutive Days;
              or 2) any
              emergency caused by the negligence or misconduct of Contractor, any
              Subcontractor or other person under Contractor’s or its Subcontractors’
control.
  12.2 **Bonus** **.** The
              Parties agree that they will make a good faith effort to reach an agreement
              by
              April 2, 2007 on a bonus which may be paid to Contractor for early
              achievement
              of Provisional Acceptance of Unit 2, if Mechanical Completion has been
              accomplished by or shortly after the Guaranteed Unit 2 Mechanical Completion
              Date. If no agreement can be reached by the Parties by April 2, 2007,
              no bonus
              will be due or payable to Contractor regardless of the date(s) Contractor
              achieves Provisional Acceptance of Unit 2.
  12.3**Monthly
              Applications for Payments**.
              On or
              about the tenth (10th) Day of each calendar month, Contractor shall
              submit to
              Owner’s Representative an Application for Payment in accordance with the
              Payment
              Schedule set forth in Exhibit W. Owner shall not be obligated to make
              any
              payments earlier than the months indicated or in percentages other
              than those
              set forth in Exhibit W. Owner may withhold monies for any Payment Milestone
              that
              is not sufficiently complete at the time the invoice is issued. Owner’s right to
              withhold monies includes, but is not limited to, the Contractor’s failure to
              achieve a Payment Milestone by a Milestone Date identified in Exhibit
              W. The
              amounts withheld shall be calculated on a pro rata basis, based on
              the number of
              Payment Milestones not achieved. For example, if four (4) milestones
              are
              identified for a particular month, the value of each Payment Milestone
              is twenty
              five (25%) per cent. Upon the issuance of the Project Schedule pursuant
              to
              Section 8.3, the Parties will mutually agree to the additional Payment
              Milestones that serve as conditions precedent for the payment of any
              Application
              for Payment and amend the Payment Schedule in Exhibit W. Each Application
              for
              Payment shall include Partial Lien Waivers, substantially in the form
              of Exhibit
              O, and certification by Contractor that all of its laborers and Subcontractors
              have been paid all monies due for Work performed and Material received
              through
              the previous month payment by Owner. As part of such certification,
              Contractor
              shall identify any claims, setoffs or back charges it may have or have
              taken
              against any Subcontractor so that Owner shall know if any Subcontractor
              may have
              a colorable right to lien Owner’s property. No payment made to Contractor shall
              constitute an acceptance by Owner of any of the Work to be performed
              hereunder.Owner
              shall hold a five percent (5%) retention from each Application for
              Payment,
              which Owner shall release in accordance with Section
              12.8.
 Page
              30
 
   12.4 **Certification
              by Contractor** .
              In each
              Application for Payment, Contractor shall certify that such Application
              for
              Payment represents the amount to which Contractor is entitled pursuant
              to the
              terms of this Contract and shall also certify as follows:
 There
                are
                no known Liens outstanding at the date of this Application for Payment,
                all
                amounts which are due and payable to any third party (including Subcontractors)
                with respect to the Work as of the date of this Application for Payment
                have
                been paid or are included in the amount requested in the current
                application,
                and, except for such bills not paid but so included, and except for
                amounts
                disputed between Owner and Contractor in accordance with Article
                12 of the
                Contract between Owner and Contractor, there is no known basis for
                the filing of
                any Liens on the Site or the Plant, except in respect of payments
                to
                Subcontractors withheld for proper reasons, and that lien releases
                or waivers
                from all Subcontractors required pursuant to Subarticle 12.5 of the
                Contract
                have been obtained in such form as to constitute an effective release
                of lien
                under the laws of the State of Missouri .
  12.5 **Lien
                Waivers** .
                Contractor shall furnish at its sole cost and expense, an unconditional
                partial
                lien waiver and release of all Liens upon progress payment for the
                benefit of
                Owner with each Application for Payment, or such other documents
                necessary to
                ensure an effective release of all Liens with respect to the Project
                in
                compliance with the laws of the State of Missouri. Contractor shall
                obtain from
                each Subcontractor whose subcontracts or equipment or material supply
                contracts
                are in excess of $250,000 in the aggregate (“Major Subcontractor”) an
                unconditional partial Lien waiver and release of all Liens upon progress
                payment
                to such Major Subcontractor (for the benefit of Owner), provided
                that Contractor
                shall only be obligated to provide to Owner such partial and final
                Lien waivers
                and releases or such other documents necessary to assure an effective
                release of
                Liens with respect to the Plant Site in compliance with the laws
                of the State of
                Missouri from each Major Subcontractor upon completion of the work
                of said Major
                Subcontractor or complete supply or provision of goods covered under
                its
                subcontract by such Major Subcontractor and shall not be obligated
                to obtain
                Lien waivers or releases from any other Subcontractor who is not
                a Major
                Subcontractor. Except as contemplated in the preceding sentence,
                Owner’s receipt
                of Lien waivers and releases for each portion of the Work covered
                by the
                Progress Payment shall be a condition precedent to Owner’s obligation to pay for
                such portion of the Work covered in any Application for Payment.
                Contractor has
                an obligation and duty to provide prompt payment to all of its Subcontractors,
                whether such Subcontractor is a Major Subcontractor or not. Contractor
                acknowledges and agrees that it shall have the obligation at its
                sole expense to
                cause any Liens filed against the Plant Site to be promptly released
                or
                discharged or shall post a bond in accordance with applicable laws
                or shall post
                other security reasonably satisfactory to Owner in the full amount
                of the Lien
                except to the extent that such Liens have been filed against the
                Project as a
                result of nonpayment by Owner of any valid and proper Application
                for Payment or
                portion thereof for which Contractor is entitled to receive payment
                under this
                Contract or is otherwise being disputed by the Parties pursuant to
                the
                applicable provisions of this Article.
  12.6 **Payment
                of Undisputed Amounts** .
                Owner
                shall pay Contractor the amount determined by Owner’s Representative to be
                payable from each Application for Payment ( i.e. ,
                undisputed amounts) within thirty (30) Days after Owner’s receipt of such
                invoice and accompanying data and other items in accordance with
                Subarticle
                12.4. In addition to disputed amounts of any Application for Payment,
                at Owner’s
                option, Owner may deduct from the amount due under any Application
                for Payment,
                any liquidated damages payable by Contractor pursuant to the Contract
                Documents.
                Owner may set off amounts owed to Contractor under this Contract
                against amounts
                owed by Contractor to Owner under the Contract
  12.6.1  Suspension
                by Contractor .
                Contractor shall have the right to suspend performance of the Work
                upon ten days
                Notice to Owner, if the Owner fails to make payment of any undisputed
                amount for
                sixty days after its due date. Contractor shall resume performance
                of the Work
                upon payment of all amounts then due together with an equitable adjustment
                in
                the Project Schedule and payment of Contractor’s costs resulting from the
                suspension and resumption of the Work.
  Page
                31
   12.7 **Payment
            of Disputed Amounts** .
            Within
            fifteen (15) Days of receipt of an Application for Payment, Owner shall
            provide
            Contractor with Notice setting forth the amount of any portion of such
            Application for Payment that is disputed by Owner and the reasons therefore.
            Any
            deduction of a disputed amount of an Application for Payment that is
            not
            specifically agreed to by Contractor in writing and that finally is determined
            by arbitration, or by mutual agreement, to have been improperly withheld
            by
            Owner shall be paid promptly by Owner, together with simple interest,
            from the
            date of withholding to the date of payment, calculated using the Prime
            Interest
            Rate plus two (2) percent on the date of withholding.
  12.8 **Retainage** .
            For
            each Application for Payment, Owner shall be entitled to retain and withhold
            payment of five percent (5%) of each payment as security for Contractor’s full
            and faithful performance of its obligations pursuant to this Contract.
            All
            amounts withheld or secured pursuant to this Subarticle shall be referred
            to
            herein as “Retainage.” The Retainage shall be payable, subject to the provisions
            of this Subarticle, to Contractor with interest at the Prime Interest
            Rate plus
            two per cent at the following events in accordance with the Payment Schedule,
            at
            Exhibit W: Delivery of Unit 2 Tier 6 steel, Unit 1 Mechanical Completion,
            Unit 2
            Mechanical Completion, Unit 2 Synchronization, Unit 2 Substantial Completion
            B.
            In the event that a scheduled Milestone retention release date is not
            achieved,
            the retention shall be paid at the next monthly payment date after the
            Milestone
            has been achieved .
  12.9 **Not
            Used**.
  12.10 **Payments
            Withheld** .
            In
            addition to any amounts otherwise permitted to be withheld under this
            Article
            12, Owner, without limitation of any other rights or remedies contained
            in this
            Contract, may withhold payment on one or more Applications for Payment,
            or any
            portion thereof, an amount, and to such extent as may be reasonably necessary,
            to protect Owner from loss because of:
  12.10.1  Contractor’s
            or any Subcontractor’s failure to carry out any substantive portions of the Work
            in accordance with the Contract Documents;
  12.10.2  Third-party
            claims made or filed, against Owner on account of Contractor or any
            Subcontractor;
  12.10.3  Damage
            to
            Owner property for which Contractor is liable under this Contract arising
            from
            the performance of the Work or failure to perform the Work
            properly;
  12.10.4  Failure
            of Contractor to maintain the Five Percent LOC, or the Performance LOC
            as
            required by the Contract Documents.
  Promptly
            with the next monthly payment following the remedy or cure of any of
            the
            foregoing, Owner shall make the payment withheld in connection therewith.
            Owner’s right to withhold monies due Contractor pursuant to this Subsection
            is
            conditioned upon Owner providing Notice to Contractor if its intent to
            withhold
            such funds stating the specific reason(s) therefore within 20 days of
            receipt of
            Contractor’s Application for Payment.
  12.11 Final
            Payment.
  12.11.1  Unit
            2
            Provisional Acceptance .
            Final
            payment of 1.0% of the Contract Price shall be made to Contractor upon
            achievement of Unit 2 Provisional Acceptance. Contractor shall submit,
            in
            addition to the material required under Subarticles 12.4 and 12.5, a
            statement
            summarizing and reconciling all previous invoices, payments, Change Orders,
            Contractor Change Requests and Final Lien Waivers from Contractor and
            all Major
            Subcontractors.
  12.11.2  Owner
            Review of Statement .
            Owner
            shall review and accept or reject such statement within ten (10) Days
            of receipt
            thereof. To the extent accepted, Owner shall pay Contractor all remaining
            amounts due, within thirty (30) Days of the receipt of such statement.
            Owner
            shall notify Contractor of the rejection of any portion or all of such
            statement. Any amount not accepted shall be treated as being in dispute.
            When
            Contractor’s final statement submitted pursuant to this Subarticle has been
            fully paid, Contractor’s acceptance of final payment shall be deemed to be a
            waiver of all claims by Contractor for payment of the Contract Price
            or other
            obligations of Owner except for claims that have been previously made
            but have
            not been resolved. Nothing in this Article shall be construed to imply
            a waiver
            of any right to any amount that is the subject of a written protest at
            the time
            acceptance of final payment is made.
   Page
            32
 
  12.11.3  Contractor
              Prevention of Liens .
              The
              final payment shall not become due unless the Five Percent LOC, if
              applicable,
              complies with Subarticle 12.12 and until Contractor submits to Owner
              an
              affidavit, together with a final release of Lien in form and content specified
              in Exhibit O from
              Contractor and from each of the Major Subcontractors as required by
              Subarticles
              12.4 and 12.5, representing and affirming that all indebtedness connected
              with
              the Work and any Lien or rights to file any such Liens related thereto,
              for
              which Owner or its property might in any way be responsible or to which
              it may
              be subject, have been paid, waived or otherwise satisfied. Contractor
              shall not
              permit a Lien to be placed on any Owner property by Contractor’s Subcontractors
              or their employees. Should Owner receive Notice of an intent to file
              a Lien from
              any of Contractor’s Subcontractors, or employees, Owner will notify Contractor.
              Upon receipt of Notice from Owner of the intent of one of Contractor’s
              Subcontractor employees, to file a Lien, Contractor shall immediately
              take steps
              to prevent the filing of such Lien. If Contractor fails to prevent
              the filing of
              such Lien, Contractor shall be responsible and liable for and shall
              indemnify
              Owner for all of Owner’s costs, expenses (including attorneys’ fees),
              liabilities, damages, fees, penalties, judgments and settlement costs
              arising
              from the placement of such Lien. The obligations and liabilities of
              Contractor
              under this Subsection shall not apply where the basis for such Lien
              relates to
              amounts invoiced by Contractor that are either not paid or disputed
              by Owner.
  12.11.4 No
              Entitlement to Final Payment Until Unit 2 Provisional Acceptance .
              Notwithstanding any provisions to the contrary in this Contract, Owner
              and
              Contractor acknowledge and agree that Contractor shall not be entitled
              to the
              final payment (less any retention) unless and until Contractor has
              achieved Unit
              2 Provisional Acceptance.
  12.12 Contractor’s
              Five Percent LOC.
  12.12.1  Amount
              of Letter of Credit .
              Within
              30 days following the Effective Date, Contractor shall provide to Owner
              a letter
              of credit substantially in the form of Exhibit P and in an amount equal
              to five
              percent (5%) of the Contract Price (the “Five Percent LOC”). The Five Percent
              LOC shall remain in full force and effect until the expiration of the
              Warranty
              Callback Period for Unit 1 or Unit 2, whichever is later.
  12.12.2  Reduction
              of Five Percent LOC .
              At the
              end of the two-year Warranty Callback Period for Unit 2, Contractor
              may reduce
              the amount of the Five Percent LOC to thirty-three percent (33%) of
              the original
              value of the Five Percent LOC. The remaining thirty-three percent (33%)
              of the
              initial value of the Five Percent LOC shall remain in effect until
              the end of
              the Guaranteed Catalyst Period or the Guaranteed Baglife Period, whichever
              is
              later.
  12.12.3  Liquidated
              Damages Draws Upon the Five Percent LOC and Performance LOC .
              In the
              event that Contractor fails to pay liquidated damages pursuant to Article
              22 of
              this Contract within 30 days of the
              date
              due under the Contract, then Owner shall be entitled to draw upon the
              Five
              Percent LOC and Performance LOC for the amount due by Contractor. In
              the event
              that Owner draws upon any LOC and it is subsequently determined that
              Owner was
              not entitled to all or any portion of the draw, Owner shall repay to
              Contractor
              the amount of any such incorrect draw, plus simple interest, from the
              date of
              Owner’s draw, at the Prime Interest Rate on the date of Owner’s draw plus two
              percent (2%) and reasonable costs incurred including attorney’s fees.
  12.12.4  Warranty
              Repairs Draws Upon the Five Percent LOC .
              Prior
              to expiration of the Unit 1 or Unit 2 Warranty Callback Period, as
              the case may
              be, and all extensions of the Unit 1 or Unit 2 Warranty Callback Period,
              Owner
              shall be permitted to draw upon the Five Percent LOC, for any warranty
              payments
              due and not otherwise paid by Contractor and release the remaining
              amounts under
              the Five Percent LOC, if they have not been fully drawn down. Owner
              shall return
              the Five Percent LOC and the Performance LOC to Contractor upon their
              respective
              expiration dates subject to any extensions permitted hereunder.
  **ARTICLE 13**
  **CHANGE
              ORDERS**
  13.1 **Owner
              Initiated Change Orders** .
              Owner,
              without invalidating this Contract, may order changes in the Work,
              with
              resulting changes in the Contract Price and/or the Project Schedule
              or other
              applicable provisions of the Contract Documents (including the required
              Final
              Completion Date) through the issuance of a Change Order. A Change Order
              signed
              by Owner and Contractor indicates an agreement to the changes in the
              Work,
              and/or amount of compensation increase or decrease, and/or adjustment
              in the
              Project Schedule reflected in such Change Order. Owner and Contractor
              shall use
              their good faith efforts to agree on the price for such ordered changes
              prior to
              the issuance of such Change Order. If, however, the Parties cannot
              agree on the
              adjustment to be made in the Contract Price, the Work or the Project
              Schedule as
              a result of such Change Order, then Contractor shall nevertheless proceed
              to
              execute the Work described in the Change Order promptly upon authorization
              from
              Owner and shall be paid for such changed Work in accordance with Subarticle
              13.6. If the value of a proposed Change Order exceeds 15% of the Contract
              Price,
              Contractor must execute such Change Order before it is obligated to
              perform such
              Work.
  Page
              33
   13.2 **Contractor
          Change Requests** .
          If
          Contractor would like to seek a Change Order, Contractor must give Owner
          written
          Notice within fifteen (15) Business Days after Contractor’s knowledge of the
          occurrence of the event giving rise to such request. Within a reasonable
          time
          thereafter, not to exceed forty five (45) Days of any such Notice, unless
          the
          circumstances of the event giving rise to the request reasonably require
          additional time, Contractor shall provide Owner with an appropriate statement
          setting forth the reasons why Contractor believes additional compensation
          or
          additional time should be granted, and include the nature of any costs
          to be
          incurred, including reasonable adjustment to other applicable Contract
          provisions, and if applicable, the probable length of performance that
          could
          result in a delay to the Project Critical Path (a “Contractor Change Request”).
          If Owner accepts any such Contractor Change Request, a Change Order shall
          be
          executed by the Parties and the Contract Price or Project Schedule, or
          both, as
          the case may be, shall be adjusted in accordance with the terms of such
          Change
          Order. Owner shall have no obligation to accept a Contractor Change Request. Failure
          to comply with the requirements of this Subarticle shall constitute a waiver
          by
          Contractor of any and all Contractor Change Requests not pursued in accordance
          with the terms herein.
  13. **Change
          Order For Delays** .
          If a
          delay or suspension of Work or activities occurs and causes a delay to
          the
          Project’s Critical Path and Contractor has prepared an appropriate analysis
          identifying the extent of the delay, an appropriate Change Order will be
          issued
          to adjust the Project Schedule and the Contract Price as specified
          below:
  13.3.1  Delay
          to Critical Path .
          To the
          extent the delay or suspension of activities causes a delay to the Critical
          Path
          of the Project Schedule and is caused by Owner or others not under the
          control
          of Contractor, or unknown subsurface conditions, the Project Schedule shall
          be
          extended and the Contract Price shall be adjusted in an amount necessary
          to
          compensate Contractor for all reasonable direct and indirect costs and
          expenses
          on the basis set forth in Subarticle 13.6 resulting from such delay or
          suspension (“Contractor’s Delay Costs”).
  13.3.2  Delay
          Caused by Force Majeure .
          To the
          extent the delay or suspension is caused by Force Majeure, as that term
          is
          defined in Article 24 (excepting for purposes of Subarticle 13.3.2), Contractor
          shall give Owner written Notice specifying the date of commencement of
          such
          delay or suspension within ten (10) Business Days after the date on which
          Contractor first becomes aware of the event or act constituting the Force
          Majeure. The Project Schedule shall be extended on a Day-for-Day basis
          from the
          Force Majeure Delay Date. To the extent that a Force Majeure event lasts
          more
          than five (5) consecutive Days, Contractor shall be entitled to an adjustment
          in
          the Contract Price as set forth in Subarticle 24.6.
 
 13.3.3  Best
          Efforts to Mitigate Delay .
          Contractor shall use its best efforts to re-sequence the Work and/or mitigate,
          to the greatest extent practicable, the effect of any delay described in
          this
          Article.
  In
          order
          to receive an equitable price or schedule adjustment for a delay or deficiency
          for which Owner is responsible, Contractor must demonstrate that there
          was an
          actual delay in the performance of the Contractor’s Work that impacts the
          Project Critical Path of the Contractor Schedule and/or an actual increase
          in
          the Contractor’s costs.
  13.4 **Change
          Order for Contractor Delay or Error** .
          To the
          extent the delay or suspension of the Work causes a delay to the Critical
          Path
          of the Project Schedule and is caused by Contractor or any Subcontractor,
          no
          adjustment will be made to the Contract Price or Project Schedule, and
          Contractor shall propose a plan to perform the changed Work while minimizing
          Project Schedule impacts, which may include increasing manpower and extended
          work hours or extra shifts if required, for Contractor to meet the required
          Guaranteed Completion Dates. Excess costs for such work will be Contractor’s
          responsibility. Further, no Change Order shall be issued and no adjustment
          of
          the Contract Price or the Project Schedule shall be made in connection
          with any
          correction of errors, omissions, deficiencies, or improper or Defective
          Work on
          the part of Contractor or any Subcontractors in the performance of the
          Work.
  Page
          34
   13.5 **Minor
        Changes in the Work** .
        Without
        a Change Order, Owner and Contractor may mutually agree in writing to make,
        changes in the Work which do not require an adjustment in the Contract Price
        or
        an extension of the Project Schedule.
  13.6 **Duty
        to Continue the Work** .
        In the
        event Owner and Contractor are unable, within twenty (20) Days of an Application
        for Payment to agree upon an acceptable adjustment in the Project Schedule
        and
        acceptable changes in the Contract Price, pursuant to Subarticles 13.1 or
        13.2,
        then Contractor shall proceed with the Work following Owner’s written direction
        to do so; provided however, Owner reserves its rights to dispute any claims
        of
        Contractor pursuant to Article 16. Owner’s written direction shall include an
        equitable adjustment in the Project Schedule, if applicable. The cost of
        such
        extra Work shall then be determined on the basis of one hundred twenty percent
        (120%) of all verifiable direct costs reasonably and prudently incurred in
        the
        performance of the changed Work. Direct costs shall be in accordance with
        the
        Rate Schedule attached hereto as Exhibit V, submitted by Contractor on or
        before
        the Effective Date. Direct costs incurred in the performance of such extra
        work
        shall include: additional costs of materials, costs of labor, including premiums
        and shift differentials; social security; old age and unemployment insurance;
        fringe benefits required by agreement or custom; workmen’s compensation
        insurance; rental value of equipment and machinery; all actual and reasonably
        allocated costs of construction supervision and field office; and all actual
        and
        reasonable costs, if any, of shutdown, delay and start-up; provided, however,
        that Contractor shall notify Owner if Contractor anticipates such shutdowns,
        delay and start-up costs in advance. In the event Owner so directs Contractor
        to
        perform changed Work, then Contractor shall submit monthly invoices to Owner
        itemizing all costs incurred in the performance of such Work during the period
        covered by the invoice in accordance with this paragraph. Pending final
        determination of Contractor’s total costs, Owner shall pay such invoices on
        account in accordance with Article 12 of this Contract. Contractor shall
        maintain complete and accurate records and supporting documentation regarding
        Change Orders in accordance with Contractor’s established policies and
        procedures and generally accepted accounting practices, consistently applied.
        Upon three (3) Business Days prior Notice, Owner shall have access to such
        records during normal business hours for a period of three (3) years after
        Final
        Completion or termination of the Work, to the extent required to verify the
        payroll and other costs (excluding agreed-upon mark-ups and rates) set forth
        above.
  13.7 **Effect
        of Changes in the Law** .
        The
        Contract Price is based on applicable Laws in effect as of the Effective
        Date.
        After the Effective Date, if a change occurs to any Laws that affects
        performance of the Work by Contractor, or any Subcontractor, Contractor shall
        comply with such changed Laws and Contractor may be entitled to an equitable
        adjustment to any applicable provisions of the Contract. Notwithstanding
        the
        foregoing, in the event the change in Laws constitutes an event of Force
        Majeure
        for which termination of this Contract would be appropriate, the provisions
        of
        Subarticle 24.5 shall apply.
  **ARTICLE 14**
  **CONTRACTOR’S
        GENERAL REPRESENTATIONS,**
 **WARRANTIES
        AND COVENANTS**
  14.1**Representations
        and Warranties of Contractor** .
        Contractor, as a material inducement to Owner’s entering into this Contract,
        represents and warrants to Owner that, as of the date of this
        Contract:
  14.1.1  There
        are
        no suits, proceedings, judgments, rulings or orders by or before any court
        or
        any governmental authority pending or to the best of Contractor’s knowledge
        threatened action or proceeding affecting Contractor before any court,
        Governmental Agency, or arbitrator that could reasonably be expected to
        materially and adversely affect the financial condition or operations of
        Contractor or the ability of Contractor to perform its obligations hereunder,
        or
        which purports to affect the legality, validity or enforceability of this
        Contract (as in effect on the date hereof);
  14.1.2  It
        is a
        duly organized and validly existing entity of the type described in the recital
        clauses of this Contract and is in good standing under the laws of the
        jurisdiction of its formation; it has the legal right, power, and authority
        and
        is qualified to conduct its business, and to execute and deliver this Contract
        and perform its obligations under this Contract; and all regulatory
        authorizations have been or will be obtained and will be maintained as necessary
        for it to perform legally its obligations under this Contract as such
        obligations become due;
  Page
        35







14.1.3  Its
      making and performing this Contract are within its powers, have been duly
      authorized by all necessary action on its part, and do not and will not violate
      any provision of Laws or order, writ, judgment, decree, or other determination
      presently in effect and applicable to it or its governing documents;
      and




14.1.4  This
      Contract constitutes its legal, valid, and binding act and obligation,
      enforceable against it in accordance with this Contract’s terms, subject to
      applicable bankruptcy, insolvency, reorganization and other laws affecting
      creditors’ rights generally, and general equitable principles, to the discretion
      of the tribunal before which proceedings to obtain same may be
      pending.




14.2 **Covenants
      of Contractor** .
      Contractor warrants and represents to Owner that during the term of this
      Contract it will:




14.2.1  Comply
      at
      all times with applicable Laws necessary for its performance under this
      Contract, or, in the event of any alleged continuing noncompliance, diligently
      contest any allegations of non-compliance with such Laws in good faith by
      appropriate proceeding to the extent permitted without material adverse effect
      on Contractor’s performance under this Contract; and




14.2.2  Give
      all
      required notices, procure, maintain and comply with all applicable Permits
      necessary for the performance of its obligations under this Contract, and pay
      all charges and fees in connection therewith.




14.3 **Opinion
      of Counsel from Contractor** .
      No
      later than the Effective Date, Contractor shall, upon request of Owner, and
      at
      Contractor’s expense, cause its counsel to issue an opinion to Owner affirming
      in customary form the representations in Subarticle 14.1 as of the Effective
      Date and setting forth such further matters as Owner may reasonably request.




14.4 Additional
      Warranties and Representations of Contractor.




14.4.1  Qualifications .
      Contractor warrants and represents that it is a fully experienced and properly
      licensed in the State of Missouri, equipped, organized, financed and qualified
      to perform the Work and that all detailed design and construction drawings
      will
      be supervised, approved and signed by an engineer licensed by the State of
      Missouri where required by Laws.




14.4.2  Performance
      Guarantees .
      Contractor warrants and guarantees that the AQC Systems, the SCR Systems, and
      the Unit 2 Boiler supplied pursuant to this Contract will operate at or above
      the levels required by the Performance Guarantees.




14.5 **Additional
      Documentation** .
      Contractor, upon request of Owner and at Contractor’s expense, shall deliver or
      cause to be delivered from time to time, such additional certifications of
      its
      officers, accountants, engineers or agents or opinions of counsel, as may be
      reasonably requested and as related to Contractor’s obligations under this
      Contract.




14.6 **Changes
      in Circumstances** .
      Contractor agrees that it shall promptly advise Owner of any fact, event, or
      occurrence taking place subsequent to the Effective Date that would cause it
      to
      be unable to continue to make such representations and warranties provided
      above
      at any time subsequent to such dates; provided that no such inability shall
      be
      considered a default under this Contract, except to the extent it shall
      constitute a default under another provision of this Contract.




**ARTICLE 15**




**WARRANTY
      OF THE WORK AND REMEDIES**




15.1 **General
      Warranty of Work** .
      Contractor hereby warrants to Owner that:




15.1.1  The
      Work
      furnished and performed under this Contract by Contractor and any Subcontractor
      shall be furnished and performed to (a) Prudent Industry Practice, (b)
      professional standards with the accuracy, care and skill customarily employed
      by
      and expected from comparable firms in the electric generation construction
      industry, and (c) comply with all Laws;




Page
      36









15.1.2  The
        Work
        will conform to the requirements of the Contract Documents, and will be free
        from Defects in materials, engineering, design, and workmanship;
        and
  15.1.3  All
        Materials provided by Contractor will be new and free from Defects in materials,
        engineering, design, and workmanship.
  15.2 **Engineering
        and Design** .
        Contractor hereby warrants that all engineering and design performed as part
        of
        the Work shall be performed in accordance with sound engineering practice,
        Prudent Industry Practice, Laws, and applicable Permits, and in conformity
        with
        the requirements of the Contract Documents.
  15.3 **Nonconforming**  **Work** .
        If Work
        is discovered that does not conform to the requirements of the Contract
        Documents prior to the end of the applicable Warranty Callback Period, Owner,
        Owner’s Representative, and Other Owner Authorized Parties to the extent of
        their authority, shall have the authority to require Contractor at Contractor’s
        option to reperform, repair or replace any such item of the Work (including
        without limitation engineering, design or supply of Materials); provided,
        however, that neither their authority to act under this Subarticle 15.3,
        nor any
        decision made by them in good faith either to exercise or not to exercise
        such
        authority, shall give rise to any duty or responsibility of Owner, Owner’s
        Representative and Other Owner Authorized Parties to Contractor, or any
        Subcontractor, it being understood that Owner’s (or its representatives’)
        failure to so require Contractor does not relieve Contractor from its
        responsibility under the Contract Documents and liability for any error,
        fault
        or inconsistency in the Work or the Project. Failure to so require Contractor
        shall not be considered as acceptance of the Work.
  15.4 **Standard
        Warranty Work** .
        Except
        in the case of an Operating Emergency, if any of the Work is Defective or
        does
        not comply with the warranties contained in this Article and Owner gives
        Contractor Notice of such Defect, Contractor shall, at its sole expense and
        option, promptly correct such Defect by repair or replacement of any Defective
        Work. The decision to repair or replace shall be made following consultation
        with Owner and the repair or replacement shall be scheduled consistent with
        Owner’s operating requirements so as to minimize loss of production or use of
        any portion of the Plant to which the Work relates. Warranty Work shall be
        performed on a straight time basis; however, Contractor shall conduct such
        Warranty Work on an overtime schedule basis if Owner reasonably determines
        such
        a schedule is necessary to avoid or minimize the effects of an outage or
        load
        reduction, and Owner shall bear such additional costs. Except as stated herein,
        Contractor shall bear all costs and expenses associated with correcting any
        Defective Work and for the deductible portion of direct property damage of
        Owner
        to the extent caused by Contractor’s breach of warranty during the Warranty
        Remedy Period. Such costs and direct damages shall include, without limitation,
        the costs of necessary disassembly, transportation, reassembly, retesting,
        reworking, repair, or replacement of such Defective Work. Direct damages
        shall
        also include reasonable attorneys’ fees, engineering fees, the costs of testing
        reasonably required to verify that the repaired or replaced Work conforms
        to the
        applicable Warranties and requirements of this Contract in enforcing the
        provisions of Article 15. Contractor shall collect and assemble all warranties
        and maintenance manuals and deliver them to Owner as set forth in Exhibit
        L. Any
        repair and replacement performed by Contractor pursuant to Article 15 shall
        comply with the Laws, Prudent Industry Practice, and this Contract.
  15.5 **Operating
        Emergency Warranty Work** .
        In the
        event of an Operating Emergency which results from Work which is Defective
        or
        does not comply with the warranties contained in Article 15, Owner shall
        consult
        with Contractor to determine who would best be able to correct the Defective
        Work. If the Parties agree that Contractor would best accomplish such
        correction, Subarticle 15.4 shall apply to such correction. If the Parties
        agree
        that Owner would best accomplish such correction, Owner shall promptly correct
        such Defective Work by repair or replacement of any Defective Work. The decision
        to repair or replace shall be made with the concurrence of Contractor. Normally,
        Warranty Work shall be performed on a straight time basis; however, such
        Warranty Work shall be performed on an overtime schedule basis if Owner
        reasonably determines such a schedule is necessary to avoid or minimize the
        effects of an outage or load reduction, and Owner shall bear such additional
        costs. As with Standard Warranty Work, Contractor shall bear all costs and
        expenses associated with correcting any Defective Work to the extent caused
        by
        Contractor’s acts or omissions. Such costs and direct damages shall include,
        without limitation, the costs of necessary disassembly, transportation,
        reassembly, retesting, reworking, repair, or replacement of such Defective
        Work.
  15.6 **Unit
        1 Warranty Callback Period** .
        The
        Unit 1 Warranty Callback Period for the Work shall run for a period of two
        (2)
        years from the Unit 1 Provisional Acceptance Date. If any Work shall be
        repaired, replaced, or otherwise corrected pursuant to this Article 15, the
        Unit
        1 Warranty Callback Period for such Work shall be two years from the date
        that
        such repair, replacement, or correction is completed to Owner’s reasonable
        satisfaction. Notwithstanding the foregoing, in no event shall the Unit 1
        Warranty Callback Period exceed three (3) years from the Unit 1 Provisional
        Acceptance Date.
  Page
        37
 
   15.7 **Unit
        2 Warranty Callback Period** .
        The
        Unit 2 Warranty Callback Period for the Work shall run for a period of two
        (2)
        years from the Unit 2 Provisional Acceptance Date. If any Work shall be
        repaired, replaced, or otherwise corrected pursuant to Article 15, the Unit
        2
        Warranty Callback Period for such Work shall be two years from the date that
        such repair, replacement, or correction is accepted by Owner. Notwithstanding
        the foregoing, in no event shall the Unit 2 Warranty Callback Period exceed
        three (3) years from the Unit 2 Provisional Acceptance Date.
 15.8 **Catalyst
          Warranty** .
  15.8.1  Guaranteed
          Catalyst Period .
          In
          addition to the above Warranties, Contractor warrants that the Catalyst
          used in
          the SCR Systems for Unit 1 and Unit 2, respectively, will not suffer a
          Catalyst
          Life Failure for a minimum of 24,000 hours (the “Guaranteed Catalyst Period”)
          from the date flue gas first passes through the Catalyst on each respective
          Unit.
  15.8.2  Catalyst
          Life .
          For
          Catalyst Life Failure, unless such failure is caused by Owner, that occurs
          between 0 to 24,000 hours of operation from first gas of Unit 1 or Unit
          2, as
          the case may be, Contractor will conduct a root cause failure evaluation.
          After
          the corrective action plan as defined by Section 15.8.3 with the Owner
          and
          Catalyst manufacturer and selecting mutually agreeable repairs or modifications,
          Contractor shall make indicated repairs or modifications to achieve Performance
          Guarantees and replace and/or add Catalyst as required if Catalyst replacement
          and/or addition is indicated by the root cause failure evaluation. The
          repairs,
          modifications and retesting shall follow the procedure identified in Section
          15.8.3.
  15.8.3  Catalyst
          Life Corrective Actions .
          Within
          fourteen (14) Days of a Catalyst Life Failure, Contractor shall initiate
          preparation of a corrective action plan complete with all drawings, data,
          specifications, and other information required for approval of the Work
          by
          Owner, and shall complete all such corrective action as soon as reasonably
          possible. For failure to meet the Guaranteed Catalyst Period, Contractor
          shall
          make all repairs and modifications necessary to correct and modify the
          Work to
          cause performance to so conform without cost to Owner. Contractor’s obligation
          to make repairs and modify the Work to meet the Guaranteed Catalyst Period
          shall
          not be limited by the Unit 1 or Unit 2 Warranty Callback Period but should
          extend only for three years from date flue gas first passes through the
          Catalyst
          on each respective Unit.
  15.9 **Baglife
          Warranty.**
  15.9.1  Guaranteed
          Baglife Period .
          In
          addition to the above Warranties, Contractor warrants that the fabric filter
          bags used in the Baghouse for Unit 1 or Unit 2, as the case may be, will
          not
          suffer Baglife Failure for a minimum of 25,000 hours (the “Guaranteed Baglife
          Period”) from the date flue gas first passes through the fabric filter bags on
          each respective Unit. Contractor shall provide replacement bags for all
          bags
          that suffer Baglife Failure during the Guaranteed Baglife Period and
          replacements will be made as Baglife Failure occurs. Owner will store bags
          provided by Contractor in a temperature and humidity controlled environment
          in
          accordance with the manufacturer’s written recommendations.
  15.9.2  Baglife
          Corrective Action .
          Within
          fourteen (14) Days of any Baglife Failure, Contractor shall conduct a root
          cause
          evaluation and prepare a corrective action plan complete with all drawings,
          data, specifications, and other information required for approval of the
          Work by
          Owner. Contractor shall complete all such corrective action as soon as
          reasonably possible. For failure to meet the Guaranteed Baglife Period
          Contractor shall provide replacement bags suitable to cause performance
          to so
          conform without cost to Owner. Contractor’s obligation to make repairs and
          modifications to the Work to meet the Guaranteed Baglife Period shall not
          be
          established by the Warranty Callback Period but will extend for three years
          from
          the date flue gas first passes through each respective Baghouse.
  15.9.3  Bag
          Pre-Coat .
          Contractor’s Baglife Warranty is contingent on Owner pre-coating the bags prior
          to first flue gas passage in accordance with Contractor’s recommendations in the
          O&M manual.
  Page
          38
 
  
 15.10  **Subcontractor
          Warranties** .
          Contractor shall, for the protection of Contractor and Owner, obtain from
          all
          Subcontractors, and thereafter enforce, all warranties with respect to
          Work as
          are reasonably obtainable. Contractor shall use commercially reasonable
          efforts
          to secure warranties from all Subcontractors that extend for the Unit
          1
          Warranty Callback Period or the Unit 2 Warranty Callback Period, as the
          case may
          be ,
          set out
          in Subarticles 15.6 and 15.7, respectively. Contractor agrees during the
          Warranty Callback Period, as soon as reasonably possible after receipt
          of Notice
          from Owner specifying any Defects, to cause the Subcontractor of such Work
          (or
          upon failure or refusal by such Subcontractor to do so itself), to inspect
          and
          to repair such Defects. All such repairs and replacements shall comply
          with Laws
          and Prudent Industry Practices. Contractor shall cause the Subcontractor
          of such
          Work (or upon failure or refusal by such Subcontractor to do so itself),
          to bear
          all costs and expenses associated with correcting any such Defective Work,
          including necessary disassembly, transportation, reassembly, and retesting,
          as
          well as reworking, repair, or replacement of such Work, and disassembly
          and
          reassembly of adjacent Work when necessary to give access to Defective
          Work.
          Notwithstanding the issuance of or inability to obtain any Subcontractor
          warranties, Contractor is responsible for the Work and compliance thereof
          with
          the requirements of the terms of the Contract Documents.
 15.11  **Root
          Cause Repairs** .
          If
          chronic failure of any of the Project’s components or Materials occurs during
          either the Unit 1 Warranty Callback Period or the Unit 2 Warranty Callback
          Period (either original or as may be extended as a result of failures during
          the
          original Warranty Callback Periods), as the case may be, Contractor shall
          investigate the root cause of such chronic failure and make such repairs,
          replacements or adjustments necessary to correct the root cause of the
          chronic
          failure in accord with Subarticles 15.6 and 15.7, respectively.
  15.12 **Cure
          Rights of Owner for Breach of Warranty**.  Except in cases of
          emergency, within ten (10) Days of receipt by Contractor of Notice and
          adequate
          supporting documentation from Owner specifying a Defect, (or such additional
          period as is necessary in circumstances where ten (10) Days is not reasonable
          given the circumstances), Contractor shall give Notice to Owner of when
          and how
          Contractor shall remedy said Defect; provided, however, that in cases of
          emergency, Contractor shall remedy such Defect as quickly as reasonably
          possible
          under the circumstances.  If Owner objects to the remedy period specified
          by Contractor and Contractor does not offer a substitute remedy period
          satisfactory to Owner, or if Contractor does not begin and diligently proceed
          to
          complete said remedy within the time period specified by Contractor and
          accepted
          by Owner, or if Contractor unreasonably fails to specify a remedy period
          acceptable to Owner within such ten-Day period (or immediately, in the
          case of
          emergency conditions), Owner, after Notice to Contractor, shall have the
          right
          to perform or to have performed by third parties the necessary remedy,
          and the
          reasonable and actual costs thereof shall be paid by Contractor, together
          with
          all reasonable and actual attorneys’ fees and engineering fees.
 15.13 **Warranty
          and
          Passage of Title**.  Contractor warrants that it passes good
          title to all Work provided pursuant to this Contract to Owner, free and
          clear of
          all Liens upon delivery to the Site.  Passage of title shall not affect
          risk of loss, which shall be governed by Article 23.
 15.14 **Extent
          of
          Warranty**.  The Warranties provided in this Article shall not
          cover the effects of normal wear, tear, deterioration, or abuse of the
          Work.  The Contractor shall have no obligation for breach of Warranty (a)
          if the Owner fails to store, operate or maintain the Work in accordance
          with
          Prudent Industry Practice and the provisions of any storage, operating
          or
          maintenance instructions furnished in writing by Contractor or its
          Subcontractors, or (b) if the Work is altered, repaired or installed by
          a party
          other than Contractor or its Subcontractors, other than emergency repairs
          to
          Contractor’s Work performed in accordance with Contractor’s operating and
          maintenance manuals or Prudent Industry Practice.  Contractor’s
          Representative shall have access to test and operating records, the Work
          and
          other information he or she deems necessary to investigate the validity
          of a
          claim under this Warranty.
 15.15   
          **Warranty Disclaimer**.  THE EXPRESS WARRANTIES SET
          FORTH IN THE CONTRACT DOCUMENTS, EXCLUDING EXHIBIT A, ARE EXCLUSIVE AND
          IN LIEU
          OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,
          ANY
          AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
          PURPOSE.
 15.16   
          **Failure of Owner to Operate and Maintain Work.**  The
          duties, liabilities and obligations of Contractor under this Article 15
          do not
          extend to any repairs, adjustments, alterations, or replacements of materials
          as
          a result of the failure of Owner to operate and maintain the Work in accordance
          with Contractor-supplied operating manuals, or which are required as a
          result of
          normal wear and tear in the operation of the Work nor to damage or wear
          occasioned by abrasion, corrosion, erosion or chemical attack resulting
          from
          conditions that are not within the performance conditions set forth in
          the
          Technical Specifications.
 Page
          39
  ARTICLE
          16
  **DISPUTE
          RESOLUTION**
   16.1      
            **Step Negotiations**.  The Parties shall attempt in
            good faith to resolve all disputes promptly by negotiation, as follows. 
Either Party may give the other Party written Notice of any dispute not
            resolved
            in the normal course of business.  Executives of both Parties at levels one
            level above the Parties’ personnel who have previously been involved in the
            dispute shall meet at a mutually acceptable time and place within ten
            (10) Days
            after delivery of such Notice, and thereafter as often as they reasonably
            deem
            necessary, to exchange relevant information and to attempt to resolve
            the
            dispute.  If the matter has not been resolved within thirty (30) Days from
            the referral of the dispute to senior executives, or if no meeting of
            senior
            executives has taken place within fifteen (15) Days after such referral,
            either
            Party may initiate mediation as provided hereinafter.  If a Party intends
            to be accompanied at a meeting by an attorney, the other Party shall
            be given at
            least three (3) Business Days’ Notice of such intention and may also be
            accompanied by an attorney.  All negotiations pursuant to this clause are
            confidential and shall be treated as compromise and settlement negotiations
            for
            purposes of the Federal Rules of Evidence and state rules of evidence. 
Each Party will bear its own costs for this dispute resolution
            phase.
 16.2    
              **Mediation**. 
In
            the
            event that any dispute arising out of or relating to the Contract Documents
            is
            not resolved in accordance with the procedures set forth in Subarticle
            16.1,
            such dispute must be submitted to mediation to  Jonathan Marks of MarksADR,
            LLC or any mutually agreed to mediator.  The mediation shall take place at
            a neutral location near the Project Site unless otherwise agreed to by
            the
            Parties.  If the mediation process has not resolved the dispute within
            thirty (30) Days of the mediation session or within such longer period
            as the
            Parties may agree, the dispute shall be decided by arbitration as set
            forth
            below.All
            negotiations pursuant
            to this clause are confidential and shall be treated as compromise and
            settlement negotiations for purpose of the Federal Rules of Evidence
            and state
            rules of evidence.  Each Party will bear its own costs for this dispute
            resolution phase.
 16.3     
             **Arbitration**.  All claims, disputes and other
            matters in question not resolved by mediation between the Parties to
            this
            Contract arising out of or relating to the Contract Documents or the
            breach
            thereof shall be decided by arbitration by the American Arbitration Association
            (ata neutral location near the Project
            Site) or by a mutually agreed upon
            arbitrator.  The arbitration
            shall take place at a neutral location and be conducted in accordance
            with the
            American Arbitration Association Construction Industry Arbitration Rules
            then
            obtaining or a mutually agreed upon set of arbitration rules.  This
            Contract to arbitrate and any other agreement or consent to arbitrate
            entered
            into in accordance herewith will be specifically enforceable under the
            prevailing arbitration law of any court having jurisdiction.  Notice of
            demand for arbitration must be filed in writing with the other Party
            to this
            Contract and with the AAA or other mutually agreed to arbitrator.  The
            demand must be made within a reasonable time after the dispute has arisen. 
In no event may the demand for arbitration be made if the institution
            of legal
            or equitable proceedings based on such dispute is barred by the applicable
            statute of limitations.  If the total dispute, exclusive of interest and
            arbitration costs, does not equal or exceed one million dollars, the
            arbitration
            shall be heard by one neutral arbitrator.  If the total dispute equals or
            exceeds one million dollars, then the arbitration shall be heard by three
            neutral arbitrators.  Any arbitration may be consolidated with any other
            arbitration proceedings.  Either Party may join any other interested
            parties.  The award of the arbitrator(s) shall be specifically enforceable
            in a court of competent jurisdiction.  Each Party will bear its own costs
            for this dispute resolution phase.
 16.4       
            **Continued Prosecution of the Work**.  In case of any
            dispute which is or may be the subject of mediation, Contractor shall
            continue
            to diligently prosecute the Work and maintain its progress, and Owner
            shall
            continue to make payments to Contractor for those portions of the Work
            completed
            that are not the subject of dispute in accordance with this
            Contract.
  **ARTICLE
            17**
  **TAXES**
  17.1 **Payment
                by Contractor** .
                The
                Contract Price includes federal, state and local taxes levied on
                wages and/or
                salaries paid to Contractor’s employees, and all taxes based upon net income of
                Contractor’s business. However, the Contract Price is exclusive of any present
                or future federal, state, municipal or other sales or use tax with
                respect to
                the Work covered hereby, or of any other present or future excise
                tax upon or
                measured by the gross receipts from this transaction or any allocated
                portion
                thereof or by the gross value of the Work covered hereby; and of
                any present or
                future property tax or other similar charge with respect to the Work
                covered
                hereby. If Contractor is required by applicable Laws to pay or collect
                any such
                tax or taxes or import duties on account of this transaction or the
                Work covered
                hereby, then such amount of tax or import duties and any penalties
                and interest
                thereon shall be reimbursed to Contractor or paid by Owner.
 Page
            40
  17.2     
            **Tax Exemption**.  Missouri Law provides a sales and
            use tax exemption for (1) machinery, equipment and parts used directly
            for
            manufacturing a product which is intended to be sold ultimately for final
            use
            and consumption, (2) the materials, supplies and parts solely required
            for the
            installation or construction of such machinery and equipment, and (3)
            repair and
            replacement parts for such machinery and equipment.  When purchasing such
            machinery, equipment and parts for delivery and installation in Missouri,
            Owner
            shall provide Contractor with a valid Missouri Form 149, Exemption Certificate
            a
            copy of which is attached hereto as Exhibit Q, which Contractor shall
            maintain
            on file during the period of this Contract.  Contractor shall not invoice
            Owner for any Missouri sales and/or use tax for any machinery, equipment
            and
            parts covered by such exemption certificate.
 17.3    
             **Indemnification**.  Contractor agrees to
            indemnify and to hold Owner harmless, at its own cost and expense from
            any
            expense, cost or liability resulting from the nonpayment of any taxes
            or
            withholding for which Contractor is contractually liable.
 17.4      
            **Assurances**.  Contractor agrees to present, if so
            requested by Owner, satisfactory evidence of payment of all such taxes
            and
            payroll deductions to the proper authorities.
   **ARTICLE
            18**
  **INDEMNIFICATION**
  18.1  **Contractor
                Indemnity** .
                To the
                fullest extent permitted by Laws, Contractor waives any right of
                contribution
                and agrees to indemnify, defend and hold harmless Owner and its parent,
                affiliates, sister entities, officers, directors, employees, agents,
                representatives, subsidiaries, successors, and assigns and the Owner’s
                Engineer, (collectively, “Owner Indemnitees”) from and against all Losses in respect of
                any loss or damage to third-party physical property, other than the
                Work, death
                or personal injury, to the extent caused by the negligence, including
                any in the
                performance of professional services Work under the Contract Documents
                or breach
                of statutory duty of Contractor, Subcontractors, or their respective
                employees
                and agents arising prior to three years from the date Owner and Contractor
                execute a Certificate of Final Completion. Such obligation shall
                not negate,
                abridge, or otherwise reduce any other common law or statutory right
                or
                obligation of indemnity or contribution which exists in favor of
                the Owner
                Indemnitees. The obligations of Contractor under this Contract shall
                not extend
                to the liability of Owner Indemnitees arising out of their negligence.
                Contractor shall use commercially reasonable efforts to impose identical
                duties
                upon all Subcontractors of Contractor; however, the inability of
                Contractor to
                impose such identical duties on a Subcontractor shall not relieve
                Contractor
                from any liability assumed under this Section, including Losses caused
                by
                Subcontractor.
 18.2     
**Workers
            Compensation Waiver.**  To the fullest extent permitted by law,
            Contractor expressly (1) waives the benefit, for itself and all Subcontractors
            insofar as the indemnification of Owner is concerned, of the provisions
            of any
            applicable workers compensation law limiting the tort or other liability
            of any
            employer on account of injuries to the employer’s employees, and (2) assumes
            liability in accordance with this Article.
 18.3   
               **Not
            Used.**
 18.4       
            **Patent Indemnity**.  Contractor agrees to indemnify,
            defend, and hold Owner and any other Owner Indemnitee harmless from and
            against
            any and all Losses that any Owner Indemnitee may hereafter suffer or
            pay out by
            reason of any infringement of a patent based upon the Work designed or
            used by
            Contractor or any of its Subcontractors.
 18.4.1  Notification
              by Owner .
              Contractor shall, at its sole expense, promptly defend against any
              patent
              indemnity claim, demand, action or proceeding, unless directed otherwise
              by
              Owner, provided that Owner shall have notified Contractor upon becoming
              aware of
              such claim, demand, action or proceeding and provided further that
              Contractor’s
              aforementioned obligations shall not apply to materials, equipment
              or processes
              furnished or specified by Owner.
  18.4.2  Substitution
              of Non-Infringing Equipment or Processes or Modification .
              Contractor shall have the right, in order to avoid such claim, demand,
              action or
              proceeding, to substitute, at its expense, non-infringing equipment
              or
              processes, or to modify such infringing equipment or processes of the
              Work so
              they become non-infringing, or to obtain the necessary licenses to
              use the
              infringing equipment or processes provided that such substituted and
              modified
              equipment or processes meet all the requirements and are subject to
              all the
              provisions of this Contract.
  Page
                41
 18.4.3  Rights
              of Owner Upon Injunction .
              If
              Owner or Contractor is enjoined from completion of the Work or any
              part thereof,
              or from the use, operation, or enjoyment of the Work or any part thereof
              as a
              result of any claim, legal action, or litigation of the type described
              in this
              Subarticle, Contractor shall use commercially reasonable efforts to
              have such
              injunction removed promptly at no cost to Owner, and Owner may without
              thereby
              limiting any other right it may have hereunder or at law or in equity,
              require
              Contractor at Contractor’s option to supply, temporarily or permanently,
              facilities not subject to such injunction and not infringing any patent
              or to
              replace all such facilities or to take such steps as may be necessary
              to ensure
              compliance by Owner with such injunction, all to the satisfaction of
              Owner while
              maintaining the functionality of the AQC Systems, the SCR Systems,
              and the Unit
              2 Boiler and all without cost or expense to Owner, including any additional
              operating cost.
  **ARTICLE
              19**
  **INSURANCE**
  Contractor shall provide the insurance as set forth in the attached Exhibit
          R.  Owner reserves the right to implement an Owner Controlled Insurance
          Program (OCIP) and Contractor agrees to cooperate with Owner and provide
          Owner a
          credit for the full value of those insurance premiums that Contractor no
          longer
          incurs as a result of the implementation of an OCIP.
 **ARTICLE 20**
 **EVENTS
          OF DEFAULT AND TERMINATION**
  20.1     
          **Termination Without Cause**.  This Contract may be
          terminated by Owner at any time without liability for damages and without
          need
          to show cause by giving ten (10) Days Notice to Contractor, provided however,
          upon termination of this Contract pursuant to this Subarticle.  Owner shall
          pay Contractor for the sums expended in the performance of the Work performed
          up
          to the date of termination as follows:
 20.1.1      
          Limitation of Liability.  Owner’s liability for termination shall be
          limited to the foregoing, and Owner shall not be liable for incidental,
          consequential or indirect damages.
 20.1.2      
            Credits.  Owner shall be credited in full for any and all payments
            made prior to termination.
 20.1.3       Profits. 
            Contractor shall make every reasonable effort to mitigate any termination
            costs.  Whether Owner terminates Contractor with or without cause or
            suspends Contractor’s Work, in no event shall Owner be responsible for
            termination expenses (other than provided above), for overhead costs
            associated
            with Work not performed by Contractor, for any profits Contractor would
            have
            earned if it had completed the Work, or for any consequential, incidental,
            or
            indirect damages.
 20.1.4       Contractor
            Duty.  Contractor shall make every reasonable effort to minimize such
            termination charges, including alternate utilization of its work force,
            materials and equipment to fill other existing and additional orders
            and
            contracts.  Within thirty (30) Days of receipt of written Notice of
            termination, Contractor shall present in writing its claim for termination
            charges, providing documentation and justification for each item in reasonable
            detail.  In no event shall Owner be responsible for termination expenses
            (other than provided herein), for overhead costs associated with Work
            not
            performed by Contractor, for any profits Contractor would have earned
            if it had
            completed the Work, or for any consequential, incidental, or indirect
            damages.
 Page
          42
 20.2     
        **Contractor Events of Default**.  Any of the following
        shall constitute an “Event of Default” with respect to Contractor if not cured
        in all material respects within the applicable cure period provided
        herein.  Cure of such failure or action, except as otherwise expressly
        provided in this Subarticle, must be remedied within thirty (30) Days after
        receipt of Notice from Owner describing Contractor Event of Default; provided,
        however, if such default cannot be remedied within such thirty-Day period
        and
        Contractor commences to remedy such default within such thirty-Day period
        and
        thereafter diligently pursues mutually agreeable appropriate action to remedy
        such default, then such cure period shall be extended for such mutually
        agreeable period as shall be necessary to cure such default.  Owner and
        Contractor shall use their reasonable best efforts to agree upon an appropriate
        period of time for the cure; provided that the failure to so agree shall
        not
        affect the rights and obligations of the Parties hereunder.  Events of
        Default include but are not limited to the following:


20.2.1       Failure
      of Contractor to discharge or perform any material duty or obligation under
      the
      Contract Documents for which no other exclusive remedy, such as a liquidated
      damage, applies unless such exclusive remedy has not been fulfilled by
      Contractor;


20.2.2       Failure
      of Contractor to make to Owner, when due, any payment required under this
      Contract if that failure is not remedied on or before the thirtieth (30th)
      Day
      after Owner provides Notice to Contractor of such failure; provided, however,
      the provisions of this Subarticle shall not apply to payments that are the
      subject of a good faith dispute pursuant to Article 16;


20.2.3       Failure
      of Contractor to maintain the  Five Percent LOC or Performance LOC as
      required by this Contract;


20.2.4       Assignment
      of Contractor’s rights or obligations under this Contract, except as provided in
      this Contract.


20.2.5       Any
      of the following shall be considered “Events of Default” to which no period of
      cure shall apply and Owner shall immediately have the right to exercise the
      remedies listed in Subarticle 20.4:


20.2.5.1       The
      dissolution or termination of Contractor’s existence;


20.2.5.2     The appointment of a
      receiver, trustee or liquidator of Contractor or of substantially all of
      Contractor’s property;


20.2.5.3       An admission in writing
      by Contractor of its inability to pay its debts generally as they become
      due;


20.2.5.4       A general assignment by Contractor
      for the benefit of its creditors;


20.2.5.5       The filing by or against
      Contractor of a petition in a proceeding under the bankruptcy or insolvency
      laws
      applicable to it as such bankruptcy or insolvency laws are now or hereafter
      in
      effect;


20.2.5.6       Contractor seeking relief from
      its creditors in any other proceeding under federal bankruptcy laws or state
      insolvency statutes, or shall otherwise become insolvent or
      bankrupt.


20.3       
      **Remedies for Contractor Default**.  If an Event of
      Default has occurred and cure efforts have not been initiated by the appropriate
      date, or such Event of Default shall not have been cured in all material
      respects at the conclusion of the applicable cure period, Owner, at its
      discretion, may be entitled to take one or more of the following
      actions:


20.3.1       Proceed
      against Contractor pursuant to Article 16;


20.3.2       Seek
      specific performance of Contractor’s obligations under this Contract to the
      extent permitted by Laws; or


20.3.3       Terminate
      this Contract.


Page
      43









20.4      
**Owner
      Termination for Cause**.  In the event that Owner terminates
      this Contract for Contractor’s default, Owner shall have a license to use any
      and all patented and/or proprietary information, and all drawings and plans
      Owner deems necessary to complete the Work including use of such information
      for
      the operation and maintenance of the AQC Systems, the SCR Systems, and the
      Unit
      2 Boiler.  Further, Owner shall have the right, but not the obligation to
      pay for Materials already ordered by Contractor for use on the Project, to
      take
      possession of any or all of Construction Aids located at the Site for the
      purpose of completing the Work, with such Construction Aids to be returned
      to
      Contractor upon the completion of the Work.  Although Owner shall use
      reasonable efforts to mitigate the cost for completion of the Work, Owner may
      employ any person, firm, or corporation to finish the Work by whatever method
      Owner may deem expedient and may undertake such expenditures as in Owner’s sole
      judgment will best accomplish the timely completion of the Work (including,
      where necessary, the entry into contracts without prior solicitation of
      proposals).  In such event, Contractor shall not be entitled to receive any
      further payments under this Contract except for payments for Work performed
      prior to such termination based on the percentage of Work completed, subject
      to
      Subarticle 20.5.


20.4.1      
      Contractor Liable for Excess Costs to Complete Work.  If the cost to
      Owner of completing the Work, including costs of accelerated or expedited
      construction methods customarily and actually performed in an attempt to
      mitigate any delay by Contractor and reasonable charges for administering any
      subcontract and for legal fees associated with the termination exceeds the
      Contract Price, then Contractor shall be liable for the amount of such
      excess.  Owner shall be entitled to offset any such excess costs against
      any amount due Contractor for Work performed prior to termination.


20.4.2      
      Contractor’s Additional Services Relative to the Work.  If Owner
      elects to terminate this Contract pursuant to Subarticle 20.4, Contractor shall,
      at Owner’s request and Contractor’s expense, perform the following services
      relative to the Work so affected: (a)  Assist Owner in preparing an
      inventory of all Materials in use or in storage at the Site; (b)  Assign to
      Owner all subcontracts and other contractual agreements as may be designated
      by
      Owner; and (c)  Remove from the Site all such Construction Aids and rubbish
      as Owner may request.


20.5      
      **Additional Consequences of Termination.**Upon any
      termination pursuant to this Article 20, Contractor shall have no further
      liability for payment of unaccrued liquidated damages for failure to meet
      Schedule pursuant to Article 22, nor liquidated damages for failure to meet
      the
      Performance Guarantees pursuant to Article 22. Owner may at its option elect
      to
      (a) take possession of the Work performed to date, materials or equipment
      remaining at the Site, and (b) succeed to the interests of Contractor in any
      or
      all subcontracts entered into by Contractor with respect to the Project, and
      shall be required to compensate such Subcontractors only for compensation
      becoming due and payable to such parties under the terms of their Subcontracts
      with Contractor from and after the date Owner elects to succeed to the interests
      of Contractor in such Subcontracts.


20.6      
      **Limitation of Liability**.  Except only as provided
      in the penultimate sentence of this Subarticle 20.6, the liability of one Party
      to the other and its successors and assigns relating to the Work of this
      Contract shall not exceed in the cumulative aggregate the Contract Price (the
      “Total Liability Limitation”), regardless of whether any such liability may be
      based on contract, guarantee, indemnity (except only as provided in the last
      sentence of this Subarticle 20.6), warranty, tort, including negligence or
      gross
      negligence, strict liability, or otherwise, and each Party hereby releases
      the
      other Party from any liability in excess thereof.  The provisions of this
      Subarticle 20.6 do not apply to limit: (a) Contractor’s obligation to achieve
      Unit 1 Final Completion; (b) Contractor’s obligation to achieve Unit 2 Final
      Completion; (c) Subarticle 20.4.1; (d) Contractor’s indemnity obligations under
      Article 18.1, 18.3 and 18.4; or (e) Owner’s Indemnity for Hazardous
      Substances.  This Limitation of Liability shall prevail over any
      inconsistent provisions contained in any of the documents comprising the
      Contract, irrespective of any order of precedence.


20.7       
      **Consequential Damages**.  Except to the extent of theliquidated
      damages provided for in
      Article 22 and Exhibit S, the requirement to prevent the placement of Liens
      in Article 12, the adjustments provided for in Article 13, any amounts paid
      to
      third parties as a result of Contractor’s indemnity obligations under Article
      18.1, 18.3 and 18.4, or Contractor’s costs incurred in performing Warranty Work
      set forth in Article 15 may be construed to be consequential damages, whether
      as
      a result of breach of contract, guarantee, tort, including negligence, strict
      liability or otherwise, neither Party hereto shall be liable for loss of profits
      or revenue, loss of use, cost of capital, down time costs, loss of opportunity,
      loss of goodwill, cost of purchased or replacement power, and/or claims of
      customers of the other Party for such damages or for indirect, incidental,
      consequential or exemplary damages of any nature or kind; and Owner and
      Contractor hereby release each other from liability to the other for such
      damage.  Contractor shall obtain from all Subcontractors for the benefit of
      Owner releases from all such liability in accordance with the foregoing
      provisions of this Subarticle 20.7.


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      44







20.8**Applicability**.  The waivers and disclaimers of
      liability, releases from liability, limitations on liability, indemnities,
      and
      exclusive remedy provisions set forth in this Contract shall apply even in
      the
      event of the fault, negligence (in whole or in part), strict liability, or
      other
      basis of liability of the Party to the benefit of which such provisions
      operate.  In the event either Party asserts a claim or claims against any
      of the other Party’s  partners, shareholders, directors, officers,
      employees, agents, companies affiliated with such Party or their directors,
      officers or employees (such Persons, “Related Persons”), the aggregate recovery
      of the asserting Party pursuant to such claim or claims shall, except to the
      extent prohibited by law, be limited by the waivers and disclaimers of
      liability, releases from liability, limitations on liability, indemnities,
      and
      exclusive remedy provisions set forth in this Contract, even in the event of
      the
      fault, negligence (in whole or in part), strict liability, or other basis of
      liability of any of the Related Persons.


20.9       
      **Books, Records and Right To Audit**.  In the event of
      suspension or cancellation of the Work at any time by Owner and a claim by
      Contractor for suspension or cancellation charges or time and material work,
      Owner shall have the right at any reasonable time, upon written Notice to
      Contractor, to perform or cause to be performed at Owner’s expense, audits
      and/or reviews by its personnel or outside experts of all of Contractor’s books
      and records supporting any such claim under this Contract for three (3) years
      after the event of suspension or cancellation.  Contractor shall maintain
      all books and records for the Project as required by Law but in no event less
      than three (3) years.


20.10      
      **Insolvency of Owner**.  The Owner’s insolvency shall
      constitute an Owner event of default.  Upon the occurrence of an Owner
      event of default, Contractor shall provide Notice of such default and demand
      cure of the same within thirty (30) days of the date of Notice.  If the
      event of default is not cured within the 30-day period, Contractor may with
      fifteen (15) days prior written Notice, suspend performance of the Work. 
Should an Owner event of default not be cured within ninety (90) days of the
      original notice of default, Contractor may be entitled to terminate this
      Contract.


**ARTICLE
      21**




**TESTING
      AND FINAL COMPLETION**


21.1 **Scheduling
          of Performance Testing** .
          At
          least sixty (60) Days prior to the time Contractor believes that the Work
          is
          ready for Performance Testing as set forth in Exhibit E, Contractor shall
          provide Notice to Owner of the estimated date to begin the Performance
          Tests
          identified in the Contract Documents. The Performance Testing shall not
          be
          postponed more than nine (9) months from the date of Provisional Acceptance.
          If
          Performance Testing is not conducted within nine (9) months from the Guaranteed
          Unit 1 Provisional Acceptance Date or the Guaranteed Unit 2 Provisional
          Acceptance Date, as applicable, due to no fault of Contractor, the Performance
          Testing shall be deemed to have been achieved If Performance Testing has
          not
          been completed by Owner prior to the Guaranteed Unit 1 Substantial Completion
          Date or the Guaranteed Unit 2 Substantial Completion Date B, as the case
          may be,
          due to no fault of Contractor, then Owner will pay Contractor the payment
          due
          for achieving Unit 1 Substantial Completion or Unit 2 Substantial Completion
          B
          as if Substantial Completion for the Unit had been achieved. However, by
          making
          such payment, Owner does not waive its right to dispute Contractor’s entitlement
          to such payment if, once the Performance Tests have been performed, such
          Performance Tests demonstrate that the Work does not meet the Performance
          Guarantees in Exhibit S.
 21.2        
        **Achievement of Performance Guarantees.**If the
        Performance Tests demonstrate that the Work meets the Performance Guarantees
        as
        set forth in Exhibit S, the Work shall be accepted by Owner for Unit 1
        Substantial Completion or Unit 2 Substantial Completion B, as the case may
        be.  Upon Provisional Acceptance of each Unit, Owner shall assume
        operational control of the Unit.  Contractor may continue to work to
        complete the Work at the scheduling of Owner and without interfering with
        Owner’s needs to supply power.


21.3        
      **Failure of Performance Tests.**  Within six (6) weeks
      of completion of failed Performance Testing, to the extent such failure is
      attributable to Contractor, Contractor must submit a corrective action plan
      to
      address Contractor’s portion of the failed Performance Testing complete with all
      drawings, data, specifications, and other information required for approval
      of
      the Work by Owner and shall complete all such corrective action as soon as
      reasonably possible to meet the Performance Guarantees.  Following
      completion of the corrective action, Performance Testing of the Units shall
      be
      repeated, at Owner’s expense, to determine if the Work as so corrected complies
      with the Performance Guarantees.


21.4        
      **Retainage for Punchlist Items.**  For any outstanding
      Punchlist items that remain on the Punchlist following Unit 2 Substantial
      Completion B, Owner shall retain one and one-half times the monetized value
      of
      the Punchlist from the final payment.


Page
      45









**ARTICLE
      22**




**LIQUIDATED
      DAMAGES**






22.1    
          **Performance Guarantees.**  The
      principal Unit 2 Boiler and Units 1 and 2 AQC Systems performance features
      with
      specific performance guarantees by Contractor are listed in Exhibit S. 
Contractor guarantees that if the Boiler, AQC and SCR Systems are operated
      and
      tested as provided in Exhibit S, they will each perform in accordance with
      the
      guaranteed performance data stipulated in the Technical Specifications utilizing
      performance fuel.  The specific Performance Guarantees set forth in Exhibit
      S are the only guarantees of performance made by Contractor with respect to
      the
      Work with the exception of the Catalyst Life Guarantee and the Baglife
      Guarantees set forth in Article 15.


22.2       
       **Liquidated Damages For Failure to Meet Performance
      Guarantees**.  The amount of liquidated damages payable to Owner
      in the event that Contractor is unable to satisfy the Performance Guarantees
      as
      set forth in Exhibit S.  Performance Guarantees and associated liquidated
      damages, if applicable, for Unit 1 and Unit 2 shall be the same unless otherwise
      indicated.  The Parties agree that certain Performance Guarantees for Unit
      1 or Unit 2 for which the payment of liquidated damages shall be an acceptable
      remedy for failure to satisfy the applicable Performance
      Guarantees.


22.3   
         **Liquidated Damages For Delay and Failure to Meet
      Schedule**. The applicable liquidated damages are more fully
      described in Exhibit S.


22.4     
        **Liquidated Damages Exclusive
      Remedy**.  Payment of liquidated damages by Contractor to
      Owner shall be Owner’s sole and exclusive remedy and Contractor’s sole liability
      for delay.  Additionally, after Contractor achieves Provisional Acceptance
      for each respective Unit, Contractor’s payment of the applicable amount of
      liquidated damages with respect of the limited range of deviation from the
      Performance Guarantees shall constitute the sole and exclusive remedy by Owner
      and the sole liability of Contractor to Owner for Contractor’s failure to
      achieve a percentage of the Performance Guarantee.  Notwithstanding the
      foregoing, Contractor’s obligation to pay liquidated damages to Owner shall not
      affect, waive, or otherwise modify Contractor’s warranty obligations to
      Owner.




22.5    
        **No Liquidated Damages for Owner Delay.**  If
      no bonus is agreed upon by the Parties pursuant to Section 12.2, Contractor
      shall have no liability for liquidated damages for any delay in achieving Unit
      2
      Provisional Acceptance, if, after the Guaranteed Unit 2 Provisional Acceptance
      Date, the period of time the Unit is not operating for reasons other than
      Contractor’s delay, including but not limited to delay by Owner or Owner’s other
      contractors including the turbine installation contractor and balance of Plant
      contractor.  However, if the Parties are able to agree on a bonus, then
      Contractor will be liable for Liquidated Damages for delay in accordance with
      the Contract Documents.


22.6   
          **Liquidated Damages Reasonable.** 
It is understood and agreed between Contractor and
      Owner that: (a) Contractor’s
      failure to meet the Guaranteed Unit 1 Provisional Acceptance Date and the
      Guaranteed Unit 2 Provisional Acceptance as set forth in Exhibit E, will cause
      Owner to suffer substantial damages; (b) Owner’s loss from failure to achieve
      Unit 1 Provisional Acceptance on or before the Guaranteed Unit 1 Provisional
      Acceptance Completion Date, Unit 2 Provisional Acceptance by the Guaranteed
      Unit
      2 Provisional Acceptance Date, or failure of the Work to comply with any of
      the
      Performance Guarantees would be uncertain and impossible to determine or
      quantify with precision; (c) the provisions set forth in this Section both
      limit the liability of Contractor and establish agreed compensation and damages;
      (d) such provisions represent a reasonable endeavor on the part of
      Contractor and Owner to estimate fair and reasonable compensation for the
      foreseeable damages from each of the potential events for which liquidated
      damages are provided in Exhibit S; and (e) subject to the limitations on
      liquidated damages contained in this Article and Exhibit S, such liquidated
      damages are cumulative.


**ARTICLE
      23**




**RISK
      OF LOSS**




Care,
      custody, and control of the Work and full risk of loss shall pass to Owner
      upon
      the earlier to occur of Provisional Acceptance of each Unit, or Termination
      or
      as agreed by the Parties the (“Care, Custody and Control Date”).  Owner
      shall assume the risk of physical loss or damage to the applicable portion
      of
      the Work or the Plant from and after the Care, Custody  and Control Date;
      provided, however, Contractor shall remain liable for deductibles under Owner’s
      insurance policies for loss or damages to the extent caused by fault, including
      negligence, of Contractor to the extent of Contractor’s or its Subcontractors’
acts or omissions.  Owner shall waive its rights of subrogation against
      Contractor and Subcontractors for loss or damage incurred from and after the
      Care, Custody  and Control Date that may be covered under Owner’s insurance
      and hereby releases Contractor and Subcontractors for such liability to the
      extent of recoveries from Owner’s insurance.  Contractor shall be obligated
      to replace, repair, or reconstruct any and all Work or supplies furnished by
      Contractor that are lost, damaged, or destroyed prior to transfer of care,
      custody, and control of the Work to Owner.


Page
      46







**ARTICLE
        24**
  **FORCE
        MAJEURE**
  24.1      
          **Definition**.  As used in this Contract, the term
“Force Majeure” shall mean any acts, events, or occurrences that
          are not caused
          by the fault, negligence or willful misconduct of the affected Party and
          are
          beyond the reasonable control of a Party, including but not limited to
          acts of
          God, earthquakes, floods, tornado, tidal wave, lightning, fire, quarantine,
          blockade, governmental acts (other than the time periods associated with
          obtaining approvals necessary from governmental agencies), court orders
          or
          injunctions, war (declared or not), rebellion, terrorism (foreign and domestic),
          riots, insurrection or civil strife, sabotage, explosions, strikes, work
          stoppages or other labor dispute (if, (a) a national or regional strike,
          and (b)
          if the strike is not against Contractor or its Subcontractors), other than
          those
          caused by: (1) breaches of any collective bargaining agreement by Contractor
          or
          any of its Subcontractors, (2) actions of Contractor toward Owner’s personnel or
          Owner’s contractors’ personnel, or (3) unfair labor practices of Contractor;
          provided, however, that “Force Majeure” does not include Contractor’s inability
          to obtain labor or to pay monies due and owing, nor shall Force Majeure
          include
          weather conditions other than those specifically listed above or those
          weather
          conditions upon which Owner and Contractor mutually agree prevent the Work
          from
          proceeding for safety or efficiency reasons.
 24.2       
          **Excused Performance**.  A Party shall be excused from
          performance and shall not be considered to be in default with respect to
          any
          obligation hereunder, except the obligation to make payments previously
          due in a
          timely manner, if and to the extent that its failure of, or delay in,
          performance is due to a Force Majeure; provided the Party claiming excuse
          by
          reason of such Force Majeure: (a) gives the other Party written Notice
          describing the particulars of the Force Majeure event as soon as reasonably
          practicable, but in no event later than ten (10) Days after the affected
          Party’s
          knowledge of the occurrence of such event; (b) suspends performance only
          to the
          extent and for the duration that is reasonably required by the Force Majeure
          event; (c) is not excused as a result of such occurrence from any obligations
          of
          such Party which arose before the occurrence causing the suspension of
          performance; (d) uses commercially reasonable efforts to overcome or mitigate
          the effects of such occurrence; and (e) promptly resumes performance hereunder
          when such Party is able to resume performance of its obligations under
          this
          Contract, and shall give the other Party written Notice to that effect.
 24.3      
**Settlement
          of Strikes**.  Notwithstanding the foregoing, nothing in Article
          24 shall be construed to require the settlement of any strike, walkout,
          lockout
          or other labor dispute on terms which, in the sole judgment of the Party
          involved in the dispute, are contrary to such Party’s interest.  It is
          understood and agreed that the settlement of strikes, walkouts, lockouts
          or
          other labor disputes shall be entirely within the discretion of the Party
          experiencing such action.  Owner may direct Contractor, at Contractor’s
          costs, to take reasonable steps to resolve any strike, walkout, lockout
          or other
          labor dispute and procure Materials or labor from other sources so as to
          minimize adverse impact on the Project.
 24.4       
          **Burden of Proof**.  If the Parties are unable in good
          faith to agree that a Force Majeure event has occurred, the Party claiming
          a
          Force Majeure event shall have the burden of proof as to whether such Force
          Majeure event (a) has occurred, (b) was not a result of such Party’s, its
          agents’ or subcontractor’s acts or omissions, and (c) could not have been
          avoided by due diligence or the use of reasonable efforts of such Party
          or its
          agents.
 24.5       
          **Termination for Force Majeure Delay**.  Owner may
          terminate this Contract for Force Majeure delay upon fifteen (15) Days’ written
          Notice to Contractor after a delay or suspension resulting from an event
          of
          Force Majeure and lasting at least sixty (60) Days after a Force Majeure
          Delay
          Date.  If Owner elects to terminate pursuant to Subarticle 24.5, Owner
          shall compensate Contractor for all Work performed as of the termination
          date as
          provided in Subarticle 20.1 as if the termination were one without cause. 
Such compensation shall be made by Owner within thirty (30) Days of receipt
          of a
          final invoice from Contractor computed as set forth herein.
 24.6       
**Force
          Majeure as a Change**.  If the Parties experience a Force
          Majeure event, Contractor may make a claim for a Change Order to modify
          the
          Project Schedule pursuant to Article 13.  No Force Majeure event shall give
          rise to a change in the Contract Price unless the delay caused by the Force
          Majeure event lasts more than five (5) consecutive Days.  In the event that
          the Force Majeure event does last more than five Days, a change in the
          Contract
          Price shall be limited to the direct costs incurred by the Contractor after
          the
          first five Days of such delay, as determined pursuant to the provisions
          of
          Article 13.
 Page 47
  **ARTICLE
          25**
  **FEDERAL
          CONTRACTING REQUIREMENTS**
   Owner
            is
            a U.S. government contractor.  In order to comply with the requirements
            applied to Owner by the government under Owner’s agreement, Owner’s suppliers
            and contractors, including Contractor, are required to comply with the
            rules
            outlined in Exhibit M.
  ARTICLE
            26
  **MILLENNIUM
            COMPLIANCE**
  26.1      
            **Millennium Compliant Software**.  Contractor warrants
            that the Materials, any embedded processor or firmware and software or
            related
            equipment (collectively “Software”) is “Millennium Compliant” (defined
            below).  For the purposes of this Contract “Millennium Compliant”
means:
 26.1.1      The
            Software accepts, calculates, compares, sorts, extracts, sequences, and
            otherwise processes date and time inputs and date and time values, and
            returns
            and displays date and time values, in a consistent manner regardless
            of the
            dates used, whether before, on, or after January 1, 2000;
 26.1.2     The
            Software will function without interruptions caused by the date in time
            on which
            the processes are actually performed or by the date input to the Software,
            whether before, on, or after January 1, 2000;
 26.1.3      The
            Software stores and displays date information in ways that are unambiguous
            as to
            the determination of the century.
 26.2     
            **Testing**.  Contractor warrants that the Software has
            been tested by Contractor to determine whether the Software is Millennium
            Compliant.  Contractor shall deliver the test plans and results of such
            tests upon written request from Owner.  Upon Owner’s written request,
            Contractor agrees to participate in additional tests of the Software
            at no
            charge to determine Millennium Compliance.  Contractor shall notify Owner
            immediately of the results of any tests or any claim or other information,
            which
            indicates that the Software is not Millennium Compliant.
 26.3      
            **Subcontractor Warranties**.  Contractor agrees to
            pass through to Owner any and all warranties concerning this Millennium
            Compliance issue, resting in Contractor from any and all
            Subcontractors.
 26.4       
            **Non-Compliant Software**.  To the extent that it is
            determined by Owner in its reasonable discretion that the Software is
            not
            Millennium Compliant, Contractor agrees to immediately formulate and
            implement a
            written plan of action to modify the Software such that it is Millennium
            Compliant.  A copy of such plan of action shall be delivered to Owner
            within ten (10) Business Days after completion of the same.
 26.5     
**Owner
            Liability**.  Any required correction to the Software caused by
            misinformation supplied by Owner, Owner’s error of omission or commission,
            material failure to follow Contractor’s operating instructions or any reason not
            attributable to Contractor are not included in these warranties and will
            be
            billed at Contractor’s rates which shall be those rates which would be
            chargeable under Contractor’s most favorable contract terms then in
            effect.
 26.6     
**Contractor
            Obligations**.  In the event that Contractor is unable to cure
            any substantial nonconformance in the Software during the period ending
            ninety
            (90) Days after the expiration of the Software Warranty Period, Owner
            may, at
            its option, require Contractor to refund in full the purchase price of
            the
            Software and any other items procured from Contractor within a reasonable
            time
            period around the time of procurement of the Software which are rendered
            substantially unusable by the lack of functionality of the Software.  In
            this event, any associated agreement for maintenance of the Software
            or other
            terminated items, to the extent that it covers the Software or the other
            terminated items, shall be terminated and any pre-paid maintenance will
            be
            refunded to Owner on a pro rata basis.
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**ARTICLE
        27**
  **UNDERGROUND
        INSTALLATIONS**
  27.1      
           **Contractor Responsibility.**  Contractor shall
          be solely responsible for protecting all known existing underground
          installations and underground utilities within the construction limits
          of the
          Work and elsewhere where any of Contractor’s below ground installations are
          anticipated or required or where construction operations may subject underground
          installations or underground utilities to damage.
 27.2      
           **Maintaining Records of Underground
          Facilities.**  All information relative to the underground
          installations and underground utilities shall be recorded by Contractor
          and
          incorporated into the records required by this Contract.
 
  **ARTICLE
          28**
  **SAFETY
          AND FIRST AID**
  28.1       
          **Responsibility and Liability.**  Contractor shall be
          solely and completely responsible and liable for any damages caused by
          Contractor’s or its Subcontractors’ negligent acts or omissions. 
Contractor shall be fully responsible for the protection of all persons
          including members of the public, employees of Owner, and employees of other
          contractors or subcontractors, and all public and private property including
          structures, sewers and utilities, above and below ground.  Contractor shall
          take all reasonable precautions to protect the workers and others about
          the
          premises and the public on the streets, highways, or
          rights-of-way.
 28.2      
           **Safety Standards.**  Contractor shall be
          responsible for assuring that all Work performed under this Contract complies
          with all applicable safety standards.  Contractor shall also observe all
          applicable Owner safety rules.  Contractor alone shall be responsible for
          the safety, adequacy, and efficiency of its Construction Aids, and
          methods.  This requirement will apply continuously and not be limited to
          normal working hours.  Owner’s review of Contractor’s performance is not
          intended to include review of the adequacy of Contractor’s safety measures in,
          on, or near the Site.
   **ARTICLE
          29**
  **MISCELLANEOUS
          PROVISIONS**
  29.1**Entire
              Contract; Amendment** .
              This
              Contract sets forth the full and complete understanding of the Parties
              with
              respect to the subject matter hereof, as of the Effective Date, and
              supersedes
              any and all agreements and representations (oral or written) made or
              dated prior
              thereto. Subsequent to the date hereof, this Contract may be supplemented
              and
              amended only by written agreement signed by authorized representatives
              of the
              Parties.
  29.2        
              **Independent Contractor.**  Contractor shall be an
              independent contractor with respect to the Work to be performed hereunder. 
Contractor, its Subcontractors or the employees of any of them, shall
              not be
              deemed to be servants, employees, or agents of Owner.
 29.3        
          **Title to Plans and Specifications.**  Owner and
          Contractor agree that Owner shall have physical ownership of all design
          documents which are required to be delivered by Contractor hereunder, although
          Owner shall have an irrevocable, royalty-free license to use such design
          documents as necessary or desired in connection with future maintenance
          of the
          Project or to use the documents and materials in connection with modifications
          to and expansion of the Project.  Contractor shall be obligated to keep
          Owner advised and updated on the specific location of all Project documents
          together with all engineering data, information and design documents and
          Subcontractor information related to the Work.
 29.3.1     Delivery of Documents.  Provided
          Contractor has been paid in accordance with the requirements of the Contract
          and
          Owner is not in default of its obligations under the Contract, in the event
          of
          any termination of this Contract, Contractor agrees to deliver to Owner
          forthwith all original documents (including, but not limited to, reports
          and
          calculations) and also computer disks containing the Contract Documents,
          drawings and specifications prepared or in the process of being prepared
          by or
          on behalf of Contractor in readable form through the date of termination
          and
          hereby grants to Owner a license to use the copyright information to
          allow:
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29.3.1.1 Use
        of any drawings, specifications and other documents to complete the
        Work, including providing any drawings and specifications and other documents
        to
        others.
 29.3.1.2 Owner
        to amend or have amended any drawings, specifications or other
        Project documents as may be required by Owner.
 29.3.1.3 Use
        of any drawings, specifications and other documents in connection
        with the use or maintenance of or modification of the Project or the bidding
        of
        any work related thereto.
 29.4 **Binding
        Effect; Successors and Assignees.**
 29.4.1 Binding
        Effect.  This Contract shall be binding upon and
        shall inure to the benefit of the Parties hereto and their respective successors
        and permitted assignees.
 29.4.2 Successors and
        Assigns.  Neither Party hereto shall assign or otherwise convey any of
        its rights, titles, or interests under this Contract without the prior written
        consent of the other Party hereto (which consent shall not be unreasonably
        withheld or delayed); provided, however, that without any such consent, either
        Party may assign its interest in this agreement by way of merger, consolidation
        or acquisition of substantially all of the assets of the assigning Party
        to a
        parent company or successor.  .  Upon each permitted assignment
        described in this Section by either Party hereto, the assignee of such Party
        shall expressly assume in writing all of the obligations of such Party
        hereunder.
 29.4.3 Acknowledgement of
        Assignment.  Upon the request of either Party, the other Party shall
        acknowledge in writing any permitted assignment described in Section 29.4.2
        and
        the right of any permitted assignee to enforce this Contract against such
        other
        Party.
 29.4.4 Continuance of
        Contractual Obligations.  Unless otherwise agreed by the Parties hereto
        in a separate writing, no permitted assignment described in Section 29.4.2
        shall
        relieve the assigning Party from any of its obligations under this
        Contract.  However, the assignee may be required by the assigning Party to
        agree to indemnify and hold harmless the assigning Party from some or all
        of its
        obligations under this Contract.
 29.5     
        **Auditing Rights for Non-Fixed-Price
        Work.**
 29.5.1 Review Evidence and
        Interview Employees.  For any and all non-fixed price Work, Contractor
        and its Subcontractors shall permit Owner’s auditors or their agents to: (a)
        Review all evidence deemed necessary by auditors or their agents to substantiate
        charges for direct and indirect costs, including overhead allocations as
        may
        apply to associated costs.  Auditors or their agents shall have the right
        to examine records to the extent necessary to determine proper charges for
        non-fixed price work are not also charged to the firm fixed price.  This
        information shall be provided by Contractor to auditors or their agents upon
        request in both hard copy via U.S. mail, and transmission in electronic
        formats.  Contractor shall ensure that these same audit rights are provided
        in all contracts between Contractor and its Subcontractors; and (b) Interview
        any current or former employees of Contractor or appropriate Subcontractor
        during the audit relative to amounts charged by Contractor.
 29.5.2 Workspace. 
Contractor
        and all Subcontractors will provide
        Owner auditors or their agents adequate and appropriate workspace, with access
        to photocopy machines.
 29.5.3 Reimbursement
        of Overcharges.  If the audit detects
        overcharges that equal or exceed 1% of total billings for non-fixed price
        work,
        Contractor shall reimburse Owner for the cost of the audit.
 29.5.4 Deadline
        for Repayment.  Contractor will repay any
        overcharges discovered during the audit within thirty (30) Days after the
        completion of the audit.
 29.5.5 Maintenance
        of Records.  Contractor and all Subcontractors
        will be subject to audit during the course of the Work in question and for
        a
        period of three (3) years after Unit 2 Substantial Completion.  Contractor
        and all Subcontractors agree to maintain all records related to the Project
        for
        a period of three (3) years after Unit 2 Substantial Completion.
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29.6     
        **Notices**.  Any Notices, demands or
        requests required to be given under this Contract after it has been awarded
        as a
        contract shall be in writing and delivered personally or sent by facsimile,
        by
        nationally recognized express-type courier service requiring delivery receipts,
        or postage prepaid by U. S. Mail, return receipt requested, as
        follows:
 To
        Owner:  Kansas
        City Power & Light
        Company
 1201
        Walnut,
        11th Floor
 Kansas
        City, MO
        64141-9679
 Attn.:  
        Brent Davis
 FAX:  
        (816)-654-1623
 and
 To Contractor:          ALSTOM
        Power Inc.
 2000 Day Hill Road
 Windsor, CT 06095
 Attn.:  Gary Lexa
  cc: ALSTOM Power Inc.
 2000 Day Hill Road
 Windsor, CT 06095
 Attn.:  General Counsel
 Changes
        of
        address or addresses for Notice shall be in compliance with this Subarticle
        29.6.  Notices properly addressed and stamped shall be deemed received by
        the addressee on the Day of actual receipt.  Express-type courier service
        and facsimile Notices shall be deemed to have been received at the end of
        the
        first Business Day following the actual date of delivery by such courier
        or of
        transmission.
 29.7**Not
        for Benefit of Third Parties**.  Except as
        provided herein, this Contract and each and every provision hereof and thereof
        is for the exclusive benefit of the Parties hereto and not for the benefit
        of
        any third party.
 29.8**Governing
        Law and Venue**.  This Contract, and
        all amendments and modifications hereof, and all documents and instruments
        executed and delivered pursuant hereto or in connection herewith, shall be
        governed by and construed and enforced in accordance with the internal laws
        of
        the State of Missouri, without regard to principles of conflict of laws. 
Subject to Article 16, any judicial actions or proceedings brought against
        any
        Party with respect to this Contract may be brought in any state or federal
        court
        of competent jurisdiction in the State of Missouri and, by its execution
        and
        delivery of this Contract, each Party accepts, generally and unconditionally,
        the non-exclusive jurisdiction of the aforesaid courts.  Each Party
        irrevocably waives any objection that it now or hereafter may have to the
        bringing or prosecution of any such action or proceeding with respect to
        this
        Contract or the documents and instruments contemplated hereby in the State
        of
        Missouri.
 29.9      
        **Headings; Usage of Certain Words**.  The
        headings set forth in this Contract are for convenience only and shall not
        be
        considered as part of this Contract in any respect nor shall they in any
        way
        affect the substance of any provisions contained in this Contract.  The
        words “herein”, “hereof”, “hereunder” and words of similar import shall be
        construed to refer to the particular Article, Subarticle, Section, or paragraph
        of which it is a part unless the context requires otherwise.
 29.10**Rules
        of Construction**.  Each Party has
        reviewed and discussed this Contract with counsel and agrees that this Contract
        shall not be construed by applying any rule of construction providing for
        interpretation against the drafting party.
 29.11    
        **No Waiver**.  No consent or waiver,
        expressed or implied, by a Party to the performance by the other Party or
        of any
        breach or default by the other Party of its obligations hereunder shall be
        deemed or construed to be a consent or waiver to or of any other breach or
        default in the performance by such other Party of the same or any other
        obligations of such other Party hereunder.  The giving of consent by a
        Party in any one instance shall not limit or waive the necessity to obtain
        such
        Party’s consent in any future instance.  No waiver of any rights under this
        Contract shall be binding unless it is in writing and signed by the Party
        waiving such rights.
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29.12     
        **Severability**.  In the event that any
        provision of this Contract or the documents and instruments contemplated
        hereby
        is held by a tribunal of competent jurisdiction to be invalid, prohibited
        or
        unenforceable for any reason, unless narrowed by construction, this Contract
        and
        the documents and instruments contemplated hereby shall be construed as if
        such
        invalid, prohibited or unenforceable provision had been more narrowly drawn
        so
        as not to be invalid, prohibited or unenforceable, or if such language cannot
        be
        drawn narrowly enough to satisfy such tribunal, the tribunal making any such
        determination shall have the power to modify in scope, duration or otherwise
        any
        such provision, but only to the extent necessary to make such provision or
        provisions enforceable by such tribunal, and such provision then shall be
        applicable in such modified form.  No narrowed construction,
        tribunal-modification, or invalidation of any provision of this Contract
        and the
        documents and instruments contemplated hereby shall affect the construction,
        validity, or enforceability of such provision or of this Contract and the
        documents and instruments contemplated hereby in any jurisdiction other than
        that upon which the decision of the tribunal of competent jurisdiction shall
        govern.
 29.13    
         **Hazardous
        Substances**.
 29.13.1 Removal,
        Transport and Disposal.  Owner shall remove,
        transport, and dispose of any Hazardous Substances discovered or released
        at the
        Site, other than hazardous materials (a) transported and released onto the
        Site
        or on off-site rights of way and easements by Contractor or any Subcontractor
        or
        (b) used as part of Contractor’s or any Subcontractor’s activities at the
        Site.
 29.13.2 Notice. 
Contractor
        shall provide written Notice of the
        presence of Hazardous Substances to local fire, medical, and law enforcement
        agencies as required with a copy of such Notice to Owner.
 29.13.3 Material
        Safety Data Sheets Required.  As required under
        Federal Hazardous Communications Standards and certain state and local Laws,
        Contractor shall maintain Material Safety Data Sheets covering all Hazardous
        Substances furnished under, brought on Site under, or otherwise associated
        with
        the Work under this Contract and provide them prior to or at the time Hazardous
        Substances are delivered to or otherwise brought on the Site.  If
        Contractor does not bring any hazardous materials on Site, Contractor shall
        provide Owner with copies of a document certifying that no Material Safety
        Data
        Sheets are required under any Laws in effect at the Site.
 29.13.4 Labeling
        and Training.  Contractor shall provide labeling of
        Hazardous Substances and training of their employees in the safe usage of
        such
        materials as required under any applicable Laws.
 29.14    
        **Environmental Compliance and
        Indemnification**.
 29.14.1 Warranty. 
Contractor
        warrants that it shall fully comply
        with all Laws applicable to its services provided to Owner under this Contract,
        including but not limited to the Comprehensive Environmental Response,
        Compensation and Liability Act, the Toxic Substances Control Act, and the
        Resource Conservation and Recovery Act, as the same may be amended from time
        to
        time.
 29.14.2 Environmental
        Indemnification.  Contractor shall indemnify
        and defend Owner from and against all Losses (including but not limited to
        damages for injury or loss of natural resources) arising out of and to the
        extent of: (a)  Contractor’s provision of services to Owner relating to
        Hazardous Substances, and (b)  The transporting, handling, storage,
        treatment, release, threatened release or disposal by Contractor, or any
        third
        party, of any equipment, substances or other materials brought onto the Site
        or
        used by Contractor during the course of providing such services.
 29.14.3 Owner
        shall fully indemnify, save harmless, and defend Contractor and
        each of Contractor’s directors, officers, subcontractors, agents, employees and
        successors and permitted assigns from and against all  Losses resulting
        from: (a) the presence of any Hazardous Substances on the Site prior to the
        commencement by Contractor of performance of the Work, of (b) the introduction
        of any Hazardous Substances (other than pursuant to the Contract) at, on
        or into
        the Site after the commencement of the Work other than due to actions or
        inactions of Contractor of any Subcontractor or of a person acting on behalf
        of,
        or under the direction or supervision of Contractor, and (c) Hazardous
        Substances which are byproducts of the normal operation of the
        Plant.
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29.15     
        **Asbestos & Lead
        Paint** .
 29.15.1 Discovery. 
Owner’s
        existing facilities may contain
        Asbestos-containing materials and lead paint.  If Contractor or any of its
        Subcontractors is required to perform Work within or immediately adjacent
        to any
        of the existing structures or facilities, the possibility exists that
        Asbestos-containing material and lead paint may be encountered during the
        execution of the Work.  Should Contractor or any of its Subcontractors
        encounter or have reason to believe that Asbestos-containing material or
        lead
        paint is present while performing Work, Contractor must immediately notify
        Owner.  Contractor shall take the necessary precautions to prevent
        disturbing insulation or lead paint adjacent to the Work.  If the Work
        cannot be continued without disturbing or exposing such material, Contractor
        shall stop Work in the immediate vicinity of the affected area.
 29.15.2 Investigation
        and Determination.  If Contractor notifies
        Owner that it has reason to believe that it has encountered Asbestos or Asbestos
        containing material or lead paint, Owner will investigate the material and
        determine whether Asbestos or lead is present.  Owner shall thereupon
        notify Contractor of its determination.  If Asbestos or lead paint is not
        present, Contractor shall immediately resume any of its operations that have
        been stopped.
 29.15.3 Removal or Protection.  Removal or protection of the
        Asbestos material or lead paint will be done by, and at the expense of, Owner.
  **ARTICLE 30**
  **PERFORMANCE
        LETTER OF CREDIT**
  30.1 **Performance Letter of Credit.**  Within 30
        days following the Effective Date, Contractor shall provide to Owner a
        Performance Letter of Credit (“Performance LOC”) substantially in the form of
        Exhibit U and in an amount equal to twenty percent (20%) of the Contract
        Price.  The 
        Performance LOC shall remain in full force and effect until Contractor has
        achieved Unit 2 Provisional Acceptance.
 IN
        WITNESS WHEREOF, the Parties have executed these Terms and Conditions as
        of the
        day and year first above written.
  **THIS CONTRACT CONTAINS
        A BINDING ARBITRATION PROVISION WHICH MAY BE
        ENFORCED BY THE PARTIES.**
  ALSTOM
                POWER INC.
              By:          
                Its:
            KANSAS
                CITY POWER & LIGHT
                COMPANY
              By:       
                Its:






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