**Exhibit 10.59**

   **Document AIOV****tm**-**1997**

***Standard Form of Agreement Between Ownerand Contractor***

*where the basis of paymentis a STIPULATED SUM*

**AGREEMENT**made as of the 18th day ofAugust in the year of 2006

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

**BETWEEN**the Owner:

*(Name, address**and other information)*
| Diamond  Jo Worth, LLC

777  Diamond Jo Lane

Northwood,  IA 50459

 

 

and the  Contractor:

*(Name,  address and other**information)*

 

Henkel  Construction Company

208  East State Street

Mason  City, IA 50401

 

 

The Project  is:

*(Name and location)*

* *

 

Diamond  Jo Worth, Expansion Project

East  Addition

Worth  County, IA

 

 

The  Architect is:

*(Name,  address**and other information)*

 

YWS  Architects

5005  West Patrick Lane

Las  Vegas, NV 89118 |   | This  document has important legal consequences. Consultation with an attorney is  encouraged with respect to its completion or modification.

 

AIA  Document A201-1997, General Conditions of the Contract for Construction, is adopted in this document by  reference. Do not use with other general conditions unless this document is  modified.

 

This  document has been approved and endorsed by The Associated General Contractors of America. |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

The Owner and Contractor agree as follows.

1

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**ARTICLE 1 THE CONTRACT****DOCUMENTS**

TheContract Documents consist of this Agreement, Conditions of the Contract(General, Supplementary and other Conditions), Drawings, Specifications,Addenda issued prior to execution of this Agreement, other documents listed inthis Agreement and Modifications issued after execution of this Agreement;these form the Contract, and are as fully a part of the Contract as if attachedto this Agreement or repeated herein. The Contract represents the entire andintegrated agreement between the parties hereto and supersedes priornegotiations, representations or agreements, either written or oral. Anenumeration of the Contract Documents, other than Modifications, appears inArticle 8.

**ARTICLE 2 THE WORK OF THISCONTRACT**

TheContractor shall fully execute the Work described in the Contract Documents,except to the extent specifically indicated in the Contract Documents to be theresponsibility of others.

**ARTICLE 3 DATE OF COMMENCEMENTAND SUBSTANTIAL COMPLETION**

**§****3.1**The date of commencementof the Work shall be the date of this Agreement unless a different date isstated below or provision is made for the date to be fixed in a notice toproceed issued by the Owner.

Date of commencement isAugust 21, 2006

If, priorto the commencement of the Work, the Owner requires time to file mortgages,mechanic’s liens and other security interests, the Owner’s time requirement shallbe as follows:

**§********3.2**The Contract Time shall bemeasured from the date of commencement.

**§****3.3** The Contractor shallachieve substantial Completion of the entire Work not later than 228 days fromthe date: Per Article 3.1;

*(Insert**number**of**calendar**days.Alternatively, a calendar date may be used when coordinated with the date of**commencement.Unless stated elsewhere in the Contract Documents, insert any**,** requirements for earlier Substantial**Completionof certain**portions**of**the Work.)*

“Substantial Completion” (or similar words such as“Substantially Complete” and any derivation there of) means that the followinghas occurred: The construction of the Project (other than exterior items ifsame cannot be completed due to adverse weather conditions) has been completedin accordance with this contract and the Contract Documents and in substantialcompliance with all legal requirements pertaining  to Contractor’s Work so as to allow theProject to be utilized for its intended purpose, in each case, as reasonablydetermined by the Architect after consultation with the Contractor and theOwner (but without giving effect to any work to be completed by the Owner orany other person and/or any work for which the Contractor has no legalobligation to control, direct contractual relationship with, or responsibilityto complete under the Contract.)

 

**§3.3.1** The Contractor shallachieve Substantial Completion on or before the date which is 228 calender daysafter all items in Article 3.1, Paragraph 2 above have been satisfied. TheContractor acknowledges and agrees that time is of the essence as to such dateof Substantial Completion and the Contractor and the Owner each agree that thedamages to be suffered by the Owner for the Contractor’s failure to achieveSubstantial Completion by said date are not susceptible to calculation.Accordingly, the Contractor and the Owner agree that the Stipulated Sum shallbe reduced by an amount equal to $10,000 for each day that SubstantialCompletion extends beyond said date and the Owner acknowledges such liquidateddamages shall be the only damages to be recovered by the Owner with respect tofailure to achieve Substantial Completion by said date.  Adjustments to the Stipulated Sum as setforth in this section shall be by change order which shall be prepared by theArchitect for signature by the Owner, the Contractor, and the Architect within10 days after Substantial Completion.

**Portion of Work                                                      SubstantialCompletion Date**

2

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

*(Insert provisions, if any, for liquidated damagesrelating to failure to complete on time or for bonus payments for earlycompletion of the Work.)*

**ARTICLE 4 CONTRACT SUM**

**§****4.1**The Owner shall pay the Contractor the Contract Sum in current funds for theContractor’s performance of the Contract. The Contract Sum shall be Twelve-Million-Nine-Hundred-Eighty-EightThousand-Seven Hundred Twenty-Five and no/100 Dollars  ($12,988,725.00), subject to additions anddeductions as provided in the Contract Documents.

 

**§****4.2**The Contract Sum is based upon the following alternates, if any, which aredescribed in the Contract Documents and are hereby accepted by the Owner:

 

 

 

None

 

**§****4.3**Unit prices, if any, are as follows:

                

**                Description                                           Units                      Price ($0.00)**

 

**ARTICLE 5 PAYMENTS                                                                                                                                                 **

**§5.1 PROGRESS PAYMENTS**

**§****5.1.1**Based upon Applications for Payment submitted to the Architect by theContractor and Certificates for Payment issued by  the Architect, the Owner shall make progresspayments on account of the Contract Sum to Contractor as provided below and elsewherein the Contract Documents.

 

**§****5.1.2**The period covered by each Application for Payment shall be one calendar monthending on the last day of the month, or as follows:

 

 

**§****5.1.3**Provided that an Application for Payment is received by the Architect not laterthan the Tenth day of a month, the Owner shall make payment to the Contractornot later than the Thirtieth day of the same month.  If an Application forPayment is received by the Architect after the application date fixed above,payment shall be made by the Owner not later than Twenty (20) days afterapproval by the Owner’s project representative or project representative’sdesignee.

 

**§****5.1.4**Each Application for Payment shall be based on the most recent schedule ofvalues approved by the Contractor, the Architecture, the Owner and the Owner’sRepresentative in accordance with the Contract Documents.  The schedule of values shall allocate the entireContract Sum among the various portions of the Work.  The schedule of values shall be prepared insuch form and supported by such data to substantiate its accuracy as theArchitect and the Owner’s Representative may require.  This schedule, unless objected to by theArchitect or Owner, shall be used as a basis for reviewing the Contractor’sApplications for Payment.

 

**§****5.1.5**Applications for Payment shall indicate the percentage of completion of eachportion of the Work as of the period covered by the Application for Payment.

 

** **

** **

** **

3

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**§****5.1.6** Subject to the other provisions of theContract Documents, the amount of each progress payment shall be computed asfollows:

 

.1               Take that poriton of the Contract Sum properlyallocable to completed Work as determined by multiplying the percentagecompletion of each portion of the Work by the share of the Contract Sumallocated to that portion of the Work in the schedule of values, less retainageof See 5.1.6.5 And 5.1.6.6 Below. Pending final determination of cost to the Owner of changes in the Work,amounts not in dispute shall be included as provided in Section 7.3.8 of AIADocument A201-1997;

.2               Add that portion of the Contract Sum properlyallocate to materials and equipment delivered and suitably stored at the sitefor subsequent incorporation in the completed construction (or, if approved inadvance by the Owner, suitably stored off the site at a location agreed upon inwriting), less retainage of     See5.1.6.5 And 5.1.6.6 Below;

.3               Subtract the aggregate of previous paymentsmade by the Owner; and

.4               Subtract amounts, if any, for which theArchitect has withheld or nullified a Certificate for Payment as provided inSection 9.5 of AIA Document A201-1997.

.5               Retainage withheld on all individualSubcontractors shall be Ten Percent (10%) until their Subcontracts areFifty-Percent (50%) complete after which no further retainage will be held,

.6               Retainage shall be (0%) on all labor,materials, and equipment, for portions of work performed by Contractor.

.7               Retainage on Contractors fee amount only asset forth in Schedule of Values shall be 10% of Contractor fee until project is50% complete after which no further retainage will be held.

**§****5.1.7** The progresspayment amount determined in accordance with Section 5.1.6 shall be furthermodified under the following circumstances:

.1               Add, upon Substantial Completion of the Work,a sum sufficient to increase the total payments to the full amount of theContract Sum, less such amounts as the Architect shall determine for incompleteWork, retainage applicable to such work and unsettled claims; and  *(Section 9.8.5 of AIADocument A201-1997 requires release of applicable retainage upon SubstantialCompletion of Work with consent of surety, if any.)*

.2               Add, if final completion of the Work isthereafter materialy delayed through no fault of the Contractor, any additionalamounts payable in accordance with Section 9.10.3 or AIA Document A201-1997.

**§****5.1.8** Reduction orlimitation of retainage, if any, shall be as follows:

**§****5.1.9** Except with theOwner’s prior approval, the Contractor shall not make advance payments tosuppliers for materials or equipment which have not been delivered and storedat the site.

**§****5.2****FINAL PAYMENT**

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

4

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.1               the Contractor has fully performed theContract except for the contractor’s responsibillity to correct Work asprovided in Section 12.2.2 or AIA Document A201-1997, and to satisfy other requirements,if any, which extend beyond final poayment; and

.2               a final Certificate for Payment has beenissued by the Architect.

**§****5.2.2** The Owner’sfinal payment to the Contractor shall be made no later than 30 dyas after theissuance of the Architect’s final Certificate for Payment, or as follows:

**ARTICLE 6  TERMINATION SUSPENSION**

**§****6.1** The Contract maybe terminated by the Owner or the Contractor as provided in Article 14 or AIADocument A201-1997.

**§****6.2** The Work may besuspended by the Owner as provided in Article 14 or AIA Document A201-1997.

**ARTICLE 7 MISCELLANEOUSPROVISIONS**

**§****7.1** Where reference is made in this Agreement toa provision of AIA Document A201-1997 or another Contract Document, thereference refers to that provision as amended or supplemented by otherprovisions of the Contract Documents.

 

**§****7.2** Payments due and unpaid under the Contractshall bear interest from the date payment is due at the rate stated below, orin the absence thereof, at the legal rate prevailing from time to time at the placewhere the Project is located.

*(Insert rate of interestagreed upon, if any.)*

Twelvepercent (12.00%) APR

 

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

 

**§****7.3** the Owner’s representative is:

*(Name, address and other information)*

 

KevinFontenot-Executive Director Construction and Development

DiamondJo Worth, LLC

777Diamond Jo Lane

Northwood,IA 50459

 

**§****7.4** The Contractor’s representative is:

*(Name, address and other information)*

* *

AlanKittleson, Project Manager

HenkelConstruction Company

208East State Street

MasonCity, IA 50401

 

**§****7.5** Neither the Owner’s nor the Contractor’srepresentative shall be changed without ten days written notice to the otherparty.

 

**§****7.6** Other provisions:

5

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SeeAttachment “A”-Diamond Jo Worth Expansion Project-East Addition ExecutedStipulated Sum Proposal (the “Proposal”) Dated August 8, 2006. Conflicts amongsuch Proposal and the other Contract Documents shall be resolved in favor ofthe Proposal.

 

SeeExhibit “A”-Insurance, Indemnification, Bonding, and Waiver of Subrogation

 

**ARTICLE 8 ENUMERATION OF CONTRACTDOCUMENTS**

**§****8.1** The Contract Documents, except forModifications issued after execution of this Agreement, are enumerated asfollows:

 

**§****8.1.1** The Agreement is this executed 1997 editionof the Standard Form of Agreement Between Owner and Contractor, AIA DocumentA101-1997.

 

**§****8.1.2** The General Conditions are the 1997 editionof the General Conditions of the Contract for Construction, AIA DocumentA201-1997.

 

**§****8.1.3** The Supplementary and other Conditions of theContract are those contained in the Project Manual dated           ,and are as follows

 

**Document                                                              Title                                       Pages**

None

 

**§****8.1.4** The Specifications are those contained in theProject Manual dated as in Section 8.1.3, and are as follows:

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

Titleof specifications exhibit:  None

* *

**§****8.1.5** The Drawings are as follows, and are dated               unless a different date is shown below:

*(Either list the Drawings here or refer to an exhibit attached to thisAgreement.)*

Titleof Drawings exhibit: See Attachment “A”-Diamond Jo Worth Expansion Project-EastAddition Executed Stipulated Sum Proposal dated August 8, 2006.

 

**§****8.1.6** The Addenda, ifany, are as follows:

**Number                                                 Date                                        Pages**

None

 

Portionsof Addenda relating to bidding requirements are not part of the ContractDocuments unless the bidding requirements are also enumerated in this Article8.

 

**§****8.1.7** Other documents, if any, forming part of theContract Documents are as follows:

 

SeeAttachment “A”-Diamond Jo Worth Expansion Project-East Addition ExecutedStipulated Sum Proposal Dated August 8, 2006.

 

SeeExhibit “A”-Insurance, Idemnification, Bonding, and Waiver of Subrogation

6

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ThisAgreement is entered of the day and year first written above and is executed inat least three origional copies, or which one is to be delivered to theContractor, one to the Architect for use in the administration of the Contract,and the remainder to the Owner.

 
| /s/ Kevin B Fontenot        |         |                       | /s/ Thomas R. Schaefer        |
|-----------------------------|--------------|----------------------------|-------------------------------|
| **OWNER***(Signature)*      | *** *** | ** **                 | **CONTRACTOR***(Signature)*   |
| * *                    | * *     | * *                   |
| Kevin B. Fontenot           |         |                       | Thomas R. Schaefer, President |
| *(Printed  name and title)* | * *     | *(Printed name and title)* |
| Ex. Dir.  Dev./Const.       | * *     | * *                   |

*** ***

7

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|        | 208 East State Street, P.O. Box 920 |
|--------|-------------------------------------|
|   | Mason City, Iowa 50402-0920         |
|   | 641-423-5674 641-423-9244 fax  |
|   | www.henkelconstruction.com          |
|   |                                |

**Attachment “A”Diamond Jo Worth Expansion ProjectEast AdditionExecuted Stipulated Sum ProposalAugust 8, 2006**

** **

August 8, 2006Mr. Michael LuzichDiamond Jo Worth, LLC777 Diamond Jo LaneNorthwood, IA 50459

 
| SUBJECT: | Stipulated Sum Price Proposal          |
|----------|----------------------------------------|
|     | Diamond Jo Worth Casino East Expansion |
|     | Worth County, IA                       |

 

Dear Michael:

 

Our stipulated sum pricefor the East Expansion to the Diamond Jo Worth Casino in Worth County, IA is$12,988,725.00.  In addition, we proposethat Henkel Construction Company’s Substantial Completion for the project’seast addition phase will be achieved 228 calendar days after August 21, 2006,based upon authorization of this letter by August 8, 2006 and receivingcompleted design information as detailed below. Liquidated Damages shall be at the rate of $10,000.00 per day.  The west addition will start after the eastaddition with individual construction sequences flowing from east to westsequentially.  Substantial Completion ofthe west addition will follow Substantial completion of the east and will occur248 calendar days from August 21, 2006 based upon Owner’s authorization toproceed by August 21, 2006 and the scheduled design delivery dates listedbelow:

·                                          Structuralsteel frame and metal deck- East Shell Space Area (long lead times and oncritical path) - July 31, 2006.

·                                          Structuralsteel frame and metal deck- West Addition (long lead times and on criticalpath) - July 31, 2006.

·                                          Barjoists and roof trusses- East Shell Space Area - July 31, 2006.

·                                          Barjoists and roof trusses- West Addition - July 31, 2006.

·                                          Completedenvelope design (including steel studs, wall siding, details for connection toexisting Casino and roofing) - East Finished Area and Shell Space - August 14,2006.

·                                          Completedenvelope design (including steel studs, wall siding, details for connection toexisting Casino and roofing) - West Addition - August 14, 2006.

·                                          Electricalswitchgear (long lead time after approval) - July 25, 2006.

·                                          Specialtylight fixture schedule and quantities- August 7, 2006 - Specialty lightfixtures are to be the same as those used in the original Casino, with theexception of : (1) wagon wheel chandeliers that will be fitted with uppershields and (2) Spot lights at casino floor that will be AD-10 Domes by ArkLighting.

·                                          Longlead interiors such as Formglas and any specialty millwork.  Contractor will submit shop drawings similarto those approved for the Formglas materials used in the original project byAugust 12, 2006.  Architect will completereview and return approved with comments within 14 calendar days from date ofreceipt.

·                                          TheStage Bar and Poker Room Bar- Design August 4, 2006, rough in requirementsAugust 15, 2006.

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·              Complete sitework drawings - EastAddition - August 7, 2006.

·              Complete sitework drawings - WestAddition - August 14, 2006.

·              80% Construction Documents- East and West Additions - August21, 2006.

·              100% Construction Documents - Eastand West Additions - September 15, 2006.

 

PLEASE NOTE:  SubstantialCompletion of the west addition may vary from the above if food service leadtimes are not consistent with our assumptions. Scheduling for the west side does not include actual subcontractorvendor input so far.

 

*The following items or notes are included aspart of our Stipulated Sum proposal.*

* *

·                                          Documentsused to determine the stipulated sum include the “Floor Plan” (dated July 28,2006) and “Elevations” (dated July 28, 2006) as prepard by YWS Architects.

·                                          Theform of agreement for this project will be an AIA A101 Stipulated Sumcontract.  All terms and conditions willbe consistent with those negotiated in our previous agreement for the originalDiamond Jo Worth Casino project except as clarified below.

·                                          Progresspayments and retainage shall be consistent with the terms of our previousagreement for construction of the original Diamond Jo Worth project.

·                                          Contractor’sFee for all additive Change Orders shall be three and one half percent (3.5%)and minus three and one half percent (3.5%) for all deductive Change Orders.

·                                          Selfperformed labor on Change Orders will be invoiced at the hourly rates listedbelow.  Overtime (hours worked over fortyper individual in a single week) will be invoiced at 1-1/2 times the hourlyrates listed below.

 

                ·              Superintendent - $62.00 per hour.

                ·              Finish Carpenter - $50.00 perhour.

                ·              Carpenter - $47.00 per hour.

                ·              Steel Erector - $62.00 per hour.

                ·              pre-cast Erector - $50.00 perhour.

                ·              Certified Welder - $62.00 perhour.

                ·              Concrete Finisher - $50.00 per hour.

                ·              Laborer - $38.00 per hour.

                ·              Operator - $56.00 per hour.

                ·              Project Engineer - $75.00 perhour.

                ·              Administrative Assistant - $42.00per hour.

 

·                                          Equipmentowned by Henkel Construction Company on Change Orders will be invoiced at GreenBook rates.

·                                          Equipmentrented by Henkel Construction Company on Change Orders will be invoiced at therental cost plus three and one half percent (3.5%) fee.

·                                          Proofof financing acceptable to Contractor will be provided to Contractor prior toproject commencement.

·                                          Duplicaterecords and partial lien releases shall not be required as a condition ofpayment.

·                                          Ownershall be responsible for establishing inspection authority and criteria formanaging inspections required to obtain Certificate of Occupancy.  Contractor will aid in coordination andordering of inspections as directed by Owner’s Inspecting Authority.

·                                          Contractorwill assist in acquiring appropriate Department of Natural Resources (DNR)approvals and permits required to begin construction activities, but Owner willbe responsible for

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acquisition of same and construction commencementshall not occur until all required financing and permits are in place.

·                                          Insurancesconsistent with those provided for the original Diamond Jo Worth Casinoproject. They will include underline coverage of $2,000,000.00 per project andaggregate excess/umbrella liability per project of $8,000,000.00.

·                                          Performanceand Payment Bonds.

·                                          Separateoffice trailers for Contractor and Owner/Architect use located per Attachment“A” - Site Utilization Plan.

·                                          Temporaryutility services for electricity, water, and gas as well as constructionutility consumption costs for electricity, water and heat.  Temporary utilities will not be supplied fromexisting Casino switchgear, propane service lines, etc.  We include payment for utilities andSubstantial Completion.

·                                          TheOwner’s Representative will be on site every week and Architect’s authorized Representativewill be on site and available for Contractor questions, expediting shop drawingreview and approval, and coordination a minimum of one full day every 2 weeksfor the first 120 calendar days of the project.

·                                          Itis assumed that the east exterior wall of the existing Casino will remain untilthe addition shell is completed and weather tight before any openings in thatwall or partial removal will take place.

·                                          Securityassociated with the construction site as required per Contractor’s discretion.

·                                          Emergencyexiting and employee entering will be achieved by Hall 128, which will beconstructed in advance of the surrounding structure.  We do not include any other provisions forexiting or entering the existing Casino during construction.

·                                          Relocatingexisting 8” drain tile under east parking lot.

·                                          GPSsurveying as part of the earthwork. Earthwork scope of work shall be established with points and gradesestablished by Owner.  Survey and/orlayout service is excluded.  This servicewill be completed by Yaggy Colby Associates or others in a contract direct withthe Owner.

·                                          Excavationto a depth of 6’-3” below Casino finished floor at the low foundation (a.k.a.Wet Basement).  Any additional excavationor backfill required due to wet soil, unforeseen subsoil conditions, or for anyother reason is excluded.

·                                          Haulingof excavation spoils and stockpiling only (leveled, drained and seeded) to theOwner controlled site south of County Road 105 via temporary haul road locatedon the new property to the north (see Attachment “A” - Site Utilization Plan).

·                                          Chainlink fence with gates at the Electrical Yard for generators andtransformers.  We include relocating andpainting existing pipe bollards (18 each) if deemed re-useable in owner’sdiscretion for the transformer and relocated generators and providing newbollards (6 each) for the new generator.

·                                          Pre-castconcrete systems consistent with design for existing Casino.  We have not included provisions for pre-castto support cranes or other heavy loads and will require the work and stagingareas etc. as indicated on Attachment “A” - Site Utilization Plan.

·                                          Paintedsteel pipe handrail at exterior steps and handicap ramps.  We do not include architectural handrail orhandrail with integral lights.

·                                          Relocatingexisting Poker Room wall panels.  Weinclude purchase of new panels only as required to accommodate the 1’-0”adjustment in ceiling height.

·                                          Roofingmaterials as follows.

                                                ·              EPDM at main East Expansion.  We do not include EPDM or other roofing orinsulation under the Barn Element.

                                                ·              Corrugated metal at East Vestibuleand “Porch”.

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·                                          Relocatingexisting (4 pair) and providing new (4 pair) aluminum doors/operators at EastVestibule.  All relocated and newaluminum doors to receive tinted glass. Relocate the automatic accessible door openers and controls at EastVestibule.

·                                          Relocatingcomponents of existing pony walls and bollards at East Vestibule.

·                                          Fire-rateddrywall enclosures around steel columns (in lieu of sprayed-on fireproofing)for main east expansion.

·                                          Sprayedfireproofing for East Vestibule and tube steel for brace frames.

·                                          Interiorfloor finishes as follows.

·                                          Non-slipquarry tile at Entertainment Bar Expansion (employee side), New Entertainment ServiceBar, New Bar (employee side), New Service Bar and New Restrooms.

·                                          Woodat New Dance Floor, New East Entrance, Entertainment Bar Expansion (publicside) and New Bar (public side).

·                                          VCTat IT Room, Electrical Room and Equipment Room Expansion. 

·                                          Linoleumat Card Storage and Stage Access.

·                                          Rubberat Entertainment Stage Expansion.

·                                          Installationof Casino carpet, pad and base furnished by Owner at New Slot Area, New LiveGaming Area, New Poker Room, New High Limit Gaming and Hallway in ShellSpace.  All carpet base shall be deliveredwith a factory hemmed edge.

·                                          Purchaseand Installation of carpet (matching existing Back of House) at ConferenceRoom.

·                                          Floormat at East Vestibule.

·                                          Stainedconcrete at East Vestibule.

·                                          Interiorceiling finishes as follows.

·                                          Paintedroof deck at New Slot Area, New Live Gaming Area, Entertainment Bar Expansion,New East Entrance and Hallway in Shell Space. Underside of roof deck in main Shell Space area shall be prime paintedonly.

·                                          Flatgypsum board at East Vestibule and New Restrooms.

·                                          Cofferedgypsum board at New Poker Room and New High Limit Gaming.

·                                          Double-fasciagypsum board soffit at a portion of the perimeter of Gaming Area.  We have included approximately 260 linearfeet of this type of soffit.

·                                          Acousticalceiling tile at Card Storage, Stage Access, IT Toom, Electrical Room, EquipmentRoom Expansion and Conference Room.

·                                          Washableacoustical ceiling tile at New Entertainment Service Bar and New Service Bar.

·                                          Opengrid at New Slot Area (four at 42’-0” x 24’-0” and one at 32’-0” x 24’-0”).

·                                          Formglasat Entertainment Bar Expansion and New Live Gaming Area.

·                                          Exteriorwall finishes per “Elevations” from YWS dated July 28, 2006.

·                                          Itis assumed that all interior finishes, light fixtures (other than wagon wheelchandeliers and spot lights at Casino floor), restroom fixtures, column wraps,faux finishes, bollards, pony walls, wall coverings, etc. and their associatedvendors and suppliers shall be the same as those utilized in the originalDiamond Jo Worth Casino.

·                                          Finishesat new Gaming Areas to be consistent with existing Casino.

·                                          Fireextinguishers with cabinets (6 each).

·                                          Signageas follows.

·                                          Exitsigns.

·                                          Handicapparking signs.

·                                          ADAcompliant restroom signs.

·                                          Occupancyplacards.

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·                                          AllFormglas components to be dimensioned same as the existing Casino so that themanufacturer can re-use the previous forms.

·                                          Five(5) coat stain finish for Formglas.

·                                          Constructionof the Silo per Request for Proposal #02 (dated September 9, 2005) from KGAArchitecture.  We have included apre-manufactured roof dome as manufactured by Hanson Silo in lieu of the roofstructure shown in the RFP.

·                                          Permanentpropane supply for the new addition shall be accomplished by extending servicefrom the system in the existing Casino.

·                                          Wetfire sprinkler system.  We do not includea dry chemical system.

·                                          Snow-meltsystem sidewalk outside of East Vestibule including the stoop, steps andhandicap ramps.  The existing manifoldwill be relocated from the current East Vestibule.  We do not include snow-melt at any otherexterior doors.

·                                          Roof-TopHVAC Units as follows.

·                                          Four(4) each at 50 tons (includes 1 unit for Shell Space).  The East Vestibule, Restrooms in Shell Spaceand Conference Room in Shell Space will be served from a combination of these50 ton units.

·                                          Roofcurbs only for two (2) 50 ton units at Shell Space.

·                                          Fresh-AirHVAC Units as follows.  The New PokerRoom and New High Limit Gaming will be served by Fresh-Air Units only and arenot also served by Roof-Top Units.  We donot include the three (3) proposed Fresh-Air Units (including installation,controls, gas piping ductwork, painting of ductwork, roof curbs and electrical)that will serve the existing Casino.

·                                          Two(2) each at 6,600 CFM.

·                                          Relocatingthe two (2) existing 600-kW generators to the Electrical Yard contiguous to thepropane tank farm and providing one (1) new 1,000-kW generator (includes 2sections of automatic paralleling switchgear with 1 generator breaker and 4feeder breakers) at the electrical Yard (see Attachment “A” - Site UtilizationPlan).

·                                          Relocatingthe existing transformer to the Electrical Yard contiguous to the propane tankfarm (see Attachment “A” - Site Utilization Plan).

·                                          Specialty(track) and Interior Design (columns sconces) light fixtures to match gamingfloor at existing Casino.

·                                          Relocatingexisting chasing lights for the East Vestibule and “Porch”. We do not includeproviding any new chasing lights other than for Barn Element (included inAllowance for Barn Element) unless existing lights in the relocating processare damaged.

·                                          Relocatingexisting exterior mural lighting at east elevation.

·                                          Telephone/Data(Wiring by Design), Audio/Visual (Alpha Video; includes digital signageextension for progressive slots and two projection screens at EntertainmentStage Expansion) and Security/surveillance (C13) cabling and equipment.

·                                          Automaticcard readers (6 each) with electric door strikes.

·                                          Pleasenote the following clarifications regarding the shell space (shaded area onJuly 7 “Floor Plan”).

·                                          Atthe Basement areas, we include the topping slab directly on top of the precastonly without any rigid insulation (except at wall framing see item below).

·                                          Weinclude insulation and vapor barrier at exterior walls. We do notinclude sheetrock.

·                                          Wedo not include any floor (including VCT, carpet or tile), wall(including paint, wall coverings or tile) or ceiling (including paint, drywallor ACT) finishes other than for New Restrooms, Hallway, Conference Room, andpriming of the Shell Space roof deck and structure.

 

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                                                ·              The New Conference room will alsohave HVAC (served by 50 ton roof-top unit for Shell Space), electrical andtelecommunications wiring (2 jacks are included) and lighting.

                                                ·              New stage area previously shown ateast end of Meeting Room area (now Shell Space) is excluded.

                                                ·              We include a 12” wide strip oftopping slab under the exterior/separation wall framing only. These walls bearon the slab.

                                                ·              We include one (1) motorized overhead door and one (1) manual exterior sliding barn door.

                                                ·              We include the New Restrooms andadjacent Hallway in the Shell Space. We include plumbing rough-in only for theFuture Restroom Expansion.

                                                ·              We include a Conference Room(approximately 400 square feet).

                                                ·              We include a sprinkler system andfire alarm.

                                                ·              We do not include Walker duct.

                                                ·              We include construction gradetemporary lighting.

 

*The following Allowances are included as part ofour Stipulated Sum proposal. These Allowances include all materials,sales tax, freight, unloading and handling, and labor and equipment requiredfor installation.*

* *
|        | Barn Element (including structural and secondary  framing, concrete topping slabs, |   |
|--------|------------------------------------------------------------------------------------|--------|
|        | roof deck on sloped surface, roof insulation on  sloped surface, wall insulation,  |   |
|        | wall sheathing, wall siding, roofing, gutters and  downspouts, soffits, doors,     |   |
|        | painting, louvers, ventilation, interior/exterior  power or lights, and chasing    |   |
|        | lights as may be required for construction of the  Barn Element)                   | $      | 200,000.00 |
| · | Landscaping (including trees, shrubs and other  plantings, seed and sod, rocks     |   |
|   | and boulders, mulch, lawn irrigation, etc.)                                        | $      | 75,000.00 |
| · | Faux Painting (including Veri-Tex, Murals, Exterior  Billboards & Water Tower) | $      | 350,000.00 |
| · | Food Service Equipment                                                             | $      | 400,000.00 |
| · | Conduit for Soda and Liquor Lines                                                  | $      | 15,000.00 |
| · | Silo Power and Lighting                                                            | $      | 100,000.00 |

 

*The following items or notes are excluded aspart of our Stipulated Sum proposal.*

 

·                                          Thefollowing items will not be completed prior to the Substantial Completion andthe project shall not be subject to Liquidated Damages as a result.Construction of these items will commence as soon as practically possible andshall be completed as soon as reasonably possible after Substantial Completion.

·                                          Landscaping.

·                                          Fauxor other painting of the building exterior.

·                                          Parkinglot striping.

·                                          Silo.

·                                          Anyand all work inside of and/or west of the original Diamond Jo Worth Casinoproject including but not necessarily limited to the proposed west addition forNew Food Service and Buffet, Casino-Hotel link, as well as miscellaneousrenovations and modifications in the existing Casino such as the existing Backof House, the New Cage Station, Reworked Coffee Shop Entrance, Reworked CoatCheck and Relocated Starbucks Storage area, with the exception that the oldconference room will be converted to an electrical room expansion,administrative area modifications and the new conference room accessible fromthe Administration Area.

 

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·                                          Securityassociated with the existing Casino, Owner’s employees, and Owner’s customers,vendors, and subcontractors shall be provided by Owner.

·                                          Builder’sRisk Insurance shall be provided by Owner in the same form as the originalDiamond Jo Worth Casino project.

·                                          Anyand all professional engineering and/or design services, including any requiredfor exterior walls, ceiling systems, Barn Element and Silo,

·                                          Specialprovisions to allow for east customer entry.

·                                          Anyand all work associated with modifications or upgrade to existing water andwaste water treament systems if required.

·                                          Anyand all work associated with additional traffic signalization, lighting, roadwork, etc. if required on or around Wheelerwood Road, County Road 105, theOwner controlled site south of County Road 105, etc., if required.

·                                          Removal,replacement, relocation or widening of drive north of Casino.

·                                          Sidewalksnorth of Column Line C/A.

·                                          Newsanitary sewer service or lift stations for the East Expansion.

·                                          Provisionof utility extensions of any kind for other future projects.

·                                          Wellconstruction.

·                                          Baseline staking services.

·                                          Soilborings err geotechnical analysis.

·                                          Alltesting services (including soil compaction, concrete strength and structuralsteel).

·                                          AISCcertification for structural steel fabricator.

·                                          Millworkin Service Bars. If required, any shelving or countertops will be provided aspart of the Allowance for Food Service Equipment.

·                                          EPDMor other roofing or insulation on the metal deck under Barn Element.

·                                          Providinga pump for the fire sprinkler system.

·                                          Fresh-AirUnits (or other provisions for humidity control) serving existing Casino.

 

Please sign in the space provided below indicating your authorizationand agreement and return one (1) originally signed copy for our files. We willprovide insurance certificates immediately and follow with the AIA A101Stipulated Sum contract as quickly as possible.

 
| Sincerely,                                                 | Authorization and Agreement:                 |
|------------------------------------------------------------|----------------------------------------------|
|                                                       |                                         |
| HENKEL CONSTRUCTION COMPANY                                | Diamond Jo Worth, LLC                        |
|                                                       |                                         |
|                                                       |                                         |
| By:                                                        | /s/ Scott A Sheller                          | By: | /s/ [Illegible] |
|                                                       |                                         |
| Scott A Sheller, Director of Business Development          | Date:     August 8, 2006 |
|                                                       |                                         |
| ljw                                                        |                                         |
| encl.                                                      |                                         |
|                                                       |                                         |
| cc:      Mr. Kevin  Fontenot |                                         |
|                                                       |                                         |
|                                                       |                                         |
|                                                       |                                         |
|                                                       |                                         |
|                                                       |                                         |
|                                                       |                                         |
|                                                       |                                         |
|                                                            |                                              |  |  |

 

 

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|                                                                                                                                                        |   |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  |        |

 

 

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**EXHIBIT“A”**

**INSURANCE,INDEMNIFICATION, BONDING & WAIVER OF SUBROGATION**
| **OWNER:**         | **DIAMOND JO WORTH, LLC**                               |
|--------------------|---------------------------------------------------------|
| ** **         | ** **                                              |
| **PROJECT:**       | **Diamond Jo Worth Expansion Project - East  Addition** |
| ** **         | ** **                                              |
| **CONTRACTOR:**    | **Henkel Construction Company**                         |
| ** **         | ** **                                              |
| **CONTRACT DATE:** | **August 18, 2006**                                     |

 

**A.****            CONTRACTOR’S LIABILITYINSURANCE:**  The Contractor shallpurchase and maintain such insurance as will protect itself and the Owner fromclaims set forth below, which may arise out of, or result from its operationsunder the Contract or its operations in connection with the Work, whether suchoperations be by itself or by any Subcontractor, Sub-subcontractor, or byanyone directly or indirectly employed by any of them, or by anyone for whoseacts any of them may be liable.

1.               Claims under Worker’sor Workman’s Compensation Disability Benefit, and other Employee Benefits Acts;

2.               Claims for damagesbecause of bodily injury, occupational sickness or disease, or death of itsemployees;

3.               Claims for damagesbecause of bodily injury, sickness disease, or death of any person other thanits employees;

4.               Claims for damagesinsured by usual Personal Injury Liability Coverage, which are sustained (1) byany person, as a result of an offense directly or indirectly related to theemployment of such person by the Contractor, or (2) any other person.

5.               Claims for damages,other than to the Work, because of injury to, or destruction of tangibleproperty.

6.               Claims for damagesbecause of bodily injury or death of any person, or property damage arising outof ownership, maintenance, or use of any motor vehicle.

7.               Claims which couldarise from the so-called “X, C & U” hazards.

8.               Claims whichinclude the foregoing 1-7, but not limited thereto, which may occur whileoperations are being performed, and claims which may occur after operations arecompleted. The completed operations coverage shall remain in effect for aminimum of two (2) years after the date of the final completion of the Project.

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B.             The Limits ofLiability shall not be less than the following:
| **WORKER’S COMPENSATION**                                 |   | Statutory                 |
|----------------------------------------------------------------|--------|---------------------------|
| Employer’s Liability — Each Coverage                 |   | $  1,000,000.00 |
| (A Waiver of Subrogation Endorsement is Required)              |   |                      |
|                                                           |   |                      |
| **PRIMARY COMMERCIAL GENERAL LIABILITY**                       |   |                      |
| (A “Per Job” Aggregate Endorsement will be required) |   |                      |
|                                                           |   |                      |
| Bodily Injury & Property Damage                            |   |                      |
| - Each Occurrence                                              |   | $  1,000,000.00 |
| - General Aggregate — This Job Only                       |   | $  2,000,000.00 |
|                                                           |   |                      |
| **AUTOMOBILE**                                                 |   |                      |
| **Including Owned, Non-Owned & Hired**                     |   |                      |
| Combined Single Limit or its Equivalent                        |   | $  1,000,000.00 |
|                                                           |   |                      |
| **EXCESS/UMBRELLA LIABILITY**                                  |   |                      |
| - Aggregate - This Job Only                                    |   | $  8,000,000.00 |

 

C.             The Contractor shalladd the Owner and any of its affiliated entities, as Additional Insureds on allpolicies required above, except Workers Compensation which requires a Waiver ofSubrogation. The Contractor shall be solely responsible for paying the cost ofsuch insurance premiums. If requested by Owner, any Lender or other interestedparty shall also be included as an additional insured.

D.            The insurance requiredby this Exhibit “A” shall include Contractual Liability Insurance, applicableto the Contractor’s obligations hereunder.

E.              Prior to thecommencement of any Work under this Agreement, the Contractor, at its sole costand expense, shall furnish the Owner with certificates of insurance providingthe Owner with evidence of the insurance coverages enumerated herein, pursuantto policies which shall be kept in full force and effect throughout the periodspecified with respect to each such policy. All insurance coverage required ofthe Contractor shall provide primary coverage and be non-contributory with anysimilar insurance maintained by the Owner.

F.              The Contractor shallmake the original policies themselves available for inspection by authorizedrepresentatives of the Owner, Lender, and their agents, representatives,consultants and contractors at all reasonable times. The certificates requiredunder this Subparagraph shall contain a provision that coverage afforded underthe policies will not be canceled, altered, or amended, or not renewed until atleast thirty (30) days prior written notice has been given to the Owner. This thirty(30) day notice requirement must also appear by endorsement to all Contractor’sand Subcontractor’s policies. The Contractor may also be required to submitcopies of its insurance policies, complete, certified if requested, evidencingcoverages required by this Agreement within thirty (30) days from the date ofthe Agreement. This is in addition to the requirement that the Contractorsupply certificates of insurance. Insurance coverages must be provided in anacceptable format by insurance companies acceptable to the Owner.

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**G.****            The followingConditions are to be noted:**

1.               The Contractorshall require, or provide on behalf of its subcontractors andsub-subcontractors, insurance similar *as to**type of coverage* to that required of the Contractor by theOwner *but with lower limits as the Contractor deemsappropriate.* Failure of the Contractor to obtain evidence ofcoverage from its subcontractors and sub-subcontractors, consistent with thatwhich is required, shall not relieve the Contractor of any of itsresponsibilities under this Exhibit “A”.

2.               The Owner makes norepresentations or warranties with respect to the extent or adequacy of theinsurance protection required to be provided by the Contractor, and theContractor and his Subcontractors shall satisfy themselves as to the coverageafforded by such policies. The furnishings of the insurance policies by theContractor shall not limit, reduce or otherwise amend any of the obligations orliabilities of the Contractor expressed herein and elsewhere in the ContractDocuments.

3.               In the event of anyfailure by the Contractor to comply with any of the provisions of this Exhibit“A”, the Owner may, at its option and without any obligation to do so, uponwritten notice to the Contractor, exercise all of its rights and remedies inthe event of a default by the Contractor hereunder, including withoutlimitation terminating this Agreement or suspending it until there is fullcompliance by the Contractor with this Exhibit “A”. Alternatively, but subjectto the limitations contained herein below, the Owner may, but shall not beobligated to, contract for such insurance and the cost or premium of suchinsurance shall constitute a credit to the Contract Sum and the Contractor andOwner shall execute a Change Order pursuant to the appropriate section of theContractor between Owner and Contractor for the purpose of deducting andexcluding such cost or premium from the Contract Sum. If the Owner shallcontract for such insurance, the Contractor shall nevertheless not be relievedof or excused from its obligation to obtain and maintain insurance coverage asset forth in the Exhibit “A”.

**H.****            BUILDERS RISK/COURSEOF CONSTRUCTION INSURANCE**

1.               The Owner willpurchase and maintain Builder’s Risk insurance to one hundred percent (100%) ofthe insurable value thereof. The policy will provide the standard coverage ofFire and Extended Coverage perils for physical loss or damage to the Project ormaterials delivered to the Site or in transit for installation into thestructure. Theft coverage is not included nor is coverage for Contractor’stools or equipment. The Contractors and Subcontractors shall be an insured onthe Policy, as their interest may appear, and only to the extent. Contractor,Subcontractors and/or Sub-subcontractors shall be responsible for *their* proportionate share of any deductible amount assessedon any covered property loss. The deductible on the policy shall not excess thesum of *five thousand and no/100 dollars ($5,000.00)*per loss. The full loss, if any, will be adjusted with, and made payable to theOwner, as trustee for all insureds, as their interest may appear, subject toany rights of any Lender involved with the Project.

2.               If required inwriting by a party in interest, the Owner, as trustee, shall upon theoccurrence of any Builder’s Risk insured loss, give bond for the properperformance

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of its duties. It shall deposit in a separate accountany money so received, and it shall distribute it in accordance with suchagreement as the parties in interest may reach. If after such loss no otherspecial agreement is made, replacement of damaged work shall be covered by anappropriate change order. The party in interest that requires the Owner, astrustee, to give bond for the proper performance of its duties, shall pay forsuch bond and associated costs.

3.               Any Contractorand/or Subcontractor or supplier who supplies materials for the Work shall besolely responsible for and pay for insuring the materials while stored off theSite and while the materials are in transit to the Site, until located at theSite. If material and equipment is to be paid for prior to being located at theSite, the Contractor and/or all subcontractors shall purchase and maintaininsurance coverage on the materials in a format protecting the propertyregardless of its location for the “All Risks or Risk of Physical Loss” typeperils which are to include Theft, Vandalism & Malicious Mischief. Anydeductible clause chosen shall be the sole responsibility of the Contract and/orSubcontractor or supplier and be subject to the written approval of the Owner.This insurance shall be in a format acceptable to the Owner, and shall insurefor the “Replacement Cost” of the materials, with no coinsurance applicable.The Owner shall be the Loss Payee on the policy, if so requested. Evidence ofcoverage acceptable to the Owner shall be provided by the Contractor orSubcontractor prior to payment being made by the Owner for the materials.

4.               Each Contractor andSubcontractor(s) is/are solely responsible for any and all equipment, tools,materials, and the like, which is/are used in performing the Work whetherowned, leased, rented, borrowed or otherwise at all times and under allconditions.

5.               If the Owner findsit necessary to occupy or use a portion or portions of the Work prior toSubstantial Completion, *Owner shall provide proofof insurance for Owner’s operations acceptable to Contractor and*such occupancy shall not be opposed by the Contractor or any Subcontractor andSub-subcontractors nor any of their respective insurance company or companiesproviding any coverage on the job.

6.               Unless otherwiseprovided, the Builder’s Risk Insurance provided by the Owner shall remain ineffect, without conditional restrictions, until final acceptance of theContractor’s Work by the Owner, or until the Owner has placed the permanentinsurance on the Work.

**I.****                 OWNER’S RIGHT TOOBTAIN INSURANCE**

The Owner shall have the option, but not theobligation, to obtain and maintain any additional insurance in the types,coverages and/or amounts as they deem appropriate, at their own cost andexpense. However, Contractor’s insurance as required by this Exhibit “A” shallat all times be primary and non-contributory to any coverage(s) purchased ormaintained by the Owner.

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**J.****              NO COVERAGE CHANGE**

Any and all insurance policies required herein to beobtained by the Contractor shall provide that there shall be no modification,termination, expiration or non-renewal of such policies of insurance without atleast thirty (30) day’s prior written notice to the Owner.

**K.****            WAIVER OF SUBROGATION**

The Contractor hereby releases and waives any and allrights of subrogation against the Owner which, in the absence of this Exhibit“A”, would arise in favor of any insurance company insuring the Contractoragainst loss by fire, extended coverage, casualty and loss of any other typeresulting from damage to or destruction of property and the Work or any portionthereof, or damage to or destruction of the property of the Contractor locatedon the Site, and the Contractor hereby releases and waives its right ofrecovery against the Owner for loss or damage to or destruction of the propertythe Work or any portion thereof, or in damage to or destruction of the propertyof the Contractor located on the Site, caused by fire or other hazards insuredagainst by extended coverage or casualty insurance. The Contractor shallrequire of each Subcontractor, agreements written where legally required forvalidity, providing for similar waivers, each against each other.

**L.****             INDEMNIFICATION**

1.               To the fullestextent permitted by law, the Contractor shall protect, indemnify, hold harmlessand defend the Owner, and its agents, directors and employees, from and againstall claims, damages, losses, and expenses, including, but not limited to,attorney’s fees, arising out of or which are alleged to arise out of or beconnected with or resulting from the Work, including, without limiting thegenerality of the foregoing, all claims for *Contractor’s*breach of this Agreement, any claims brought by any party out of the actionsarising *by**through or under*the Contractor, its subcontractors, agents and employees, any claims, damages,loss or expense, which are attributable to bodily injury, sickness, disease ordeath, or for injury to, or destruction of tangible property, (other than tothe Work), whether based upon or claimed to be based upon statutory, contractual,tort or other liability. Such obligations shall not be construed to negate,abridge, or otherwise reduce any right or obligation or indemnity, which couldotherwise exist as to any party or person described in this Section “L” -Exhibit “A”. If any part of this provision is adjudged to be contrary to law,the remaining parts of this provision shall in all other  respects be and remain legally effective andbinding. Moreover, this provision shall not be construed to eliminate or in anyway reduce any other indemnification or right which the Owner has by law.

2.               The partiesacknowledge that the Contractor shall control all construction means andmethods and all safety procedures, and compliance with OSHA and/or any otherlaws and ordinances. The Contractor’s indemnity shall cover any matters arisingas a result of construction means or methods or safety procedures since theOwner shall have no involvement with or responsibility therefore *except for Work performed by Owner or Owner’s Contractors*.This indemnity shall survive the termination of the 

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                        Agreementwith respect to matters occurring on or before the date of such termination.

3.               In any and allclaims against the Owner, and/or any of their agents or employees, by anyemployee of the Contractor, or any sub-subcontractor, anyone directly orindirectly employed by any of them, or anyone for whose acts any of them may beliable, the indemnification obligation under this Section “L” - Exhibit “A”shall not be limited in any way by any limitation or the amount or type damage,compensation, or benefits payable by, or for the Contractor, or anysub-subcontractor, under Worker’s Compensation Acts, Disability Benefits Acts,or other Employee Benefit Acts.

4.               The obligations ofthe Contractor under this Section “L” - Exhibit “A” shall not extend to theliability of the Architect, his agents or employees, arising out of (1) thepreparation or approval of Maps, Drawings, Opinion, Reports, Surveys, ChangeOrder, Designs, or Specifications, or (2) the giving of or failure to givedirections or instruction by the Architect, his agents or employees, providedsuch giving, or failure to give, is the primary cause of the injury or damage.

**M.****          RIGHTS OF LIEN**

1.               The Contractorhereby agrees that all of its rights of lien, whether conferred by statute orotherwise, with respect to all or any portion of the Work are subordinate tothe lien of any mortgage and to the rights of any beneficiary under a deed oftrust (and all advances secured thereby), now or hereafter encumbering all orany portion of the Work, given by the Owner to the Lender to secureconstruction or permanent financing for the Work, and the Contractor shallexecute such documents effectuating such subordination as the Owner mayrequire. The Contractor also agrees to obtain, for the benefit of Lender,similar subordination agreements, in form and substance satisfactory to theOwner and Lender, from all Subcontractors, Sub-subcontractors, material andequipment suppliers and other persons supplying labor and materials inconnection with the Work.

2.               The Contractor isobligated to notify the Owner immediately if he becomes aware of the existenceof any lien upon the Site or Work *which is the result of Contractor’s*Work*(including Work performed by Contractor,*Subcontractors*, and Sub-subcontractors). Provided Contractor has been paid currentlyper the Contract Documents, Contractor* shall remove such lien withinten (10) days of the attachment thereof, (unless the Owner otherwise consentsin writing).

3.               The Contractorfurther agrees to indemnify and hold harmless the Owner and Lender, for, fromand against any claim of lien, or liens, or both, for labor or service performedor materials supplied, or both, furnished or to be used on the Site.

**N.****            BONDING**

Contractor shall furnish Bonds in the form required by the owner,covering the faithful performance of the Contract, and the payment of allobligations arising thereunder. These *shall* be inform of a 100% Performance, 100% Labor and Material Payment.

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