CFC Construction


    
      

      

    

    


     AIA
      Document A111TM-1997

    


    Standard
      Form of Agreement Between Owner and Contractor

    where
      the basis for payment is the COST OF THE WORK PLUS A FEE with a negotiated
      Guaranteed Maximum Price

    


    AGREEMENT
      made as
      of the 21st day of July in the year 2005

    (In
      words, indicate day, month and year)

    


    
      	
              BETWEEN
                the Owner:

              (Name,
                address and other information)

               

              CC
                Tollgate L.L.C.

              1263
                A Lake Plaza Drive

              Colorado
                Springs, Co. 80906

               

              and
                the Contractor:

              (Name,
                address and other information)

               

              CFC
                Construction

              1819
                Denver West Drive

              Suite
                100

              Golden,
                Co. 80401

               

              The
                Project is:

              (Name
                and location)

               

              Tollgate
                Casino Parking Structure II

              102
                Main Street

              Central
                City, Co

               

              The
                Architect is:

              (Name,
                address and other information)

               

              Ivins
                Design Group

              1480
                Humboldt Street

              Denver,
                Co. 80218

               

              The
                Owner and Contractor agree as follows.

              The
                Contractor is authorized to make monetary commitments in an amount
                not to
                exceed $5,000,000. The following items are to be included in these
                commitments

              1. Excavation

              2. Shoring
                

              3. Precast
                Fabrication and Shop Drawings

              4. Caissons

              5. Foundation
                Work

              6. Elevator
                Shop Drawings

            	 	
              ADDITIONS
                AND DELETIONS:

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

               

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

               

              This
                document is not intended for use in competitive bidding.

               

              AIA
                Document A201-1997, 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.

            


    

    


    _____________________________________________________________________________________________

    AIA
      Document A111TM -1997. Copyright © 1920, 1925, 1951, 1958, 1961,1963, 1967, 1974,
      1978, 1987 and 1997 by The American Institute of Architects. All rights
      reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
      International Treaties. Unauthorized reproduction or distribution of this AIA®
Document, or any portion of it, may result in severe civil and criminal
      penalties, and will be prosecuted to the maximum extent possible under the
      law.
      This document was produced by AIA software at 11:27:13 on 07/21/2005 under
      Order
      No.1000172667_1 which expires on 4/5/2006, and is not for resale.

    
      	
              User
                Notes:

            	
              (49266086)

            


    

     

     

     

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              7.
                

            	
              General
                Conditions 

            


    

    
      	 	
              8.
                

            	
              Liability
                Insurance 

            


    

    
      	 	
              9.
                

            	
              Contractors
                Fee 

            


    

    
      	 	
              10.
                

            	
              Survey
                

            


    

    
      	 	
              11.
                

            	
              Other
                miscellaneous Items as required

            


    

    


    The
      remainder of the contract amount will be released by the Owner to the Contractor
      by a notice to proceed after the closing of the construction term
      loan.

    


    It
      is
      expected that the Owner will close interim loans prior to the start of
      construction and that an amount of $2,382,290 from these loans will be earmarked
      to fund construction up to September 30, 2005.

    


    It
      is
      agreed by the Owner and Contractor that should the loan for the construction
      term with Wells Fargo Bank not close by September 30, 2005 that construction
      will cease and that the Owners monetary exposure will not exceed
      $3,682,290.

    


    ARTICLE
      1 THE CONTRACT DOCUMENTS

    The
      Contract 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 in this
      Agreement and Modifications issued after execution of this Agreement; these
      form
      the Contract, and are as fully a part of the Contract as if attached to this
      Agreement or repeated herein. The Contract represents the entire and integrated
      agreement between the parties hereto and supersedes prior negotiations,
      representations or agreements, either written or oral. An enumeration of the
      Contract Documents, other than Modifications, appears in Article 15. If anything
      in the other Contract Documents is inconsistent with this Agreement, this
      Agreement shall govern.

    


    ARTICLE
      2 THE WORK OF THIS CONTRACT

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

    


    ARTICLE
      3 RELATIONSHIP OF THE PARTIES

    The
      Contractor accepts the relationship of trust and confidence established by
      this
      Agreement and covenants with the Owner to cooperate with the Architect and
      exercise the Contractor's skill and judgment in furthering the interests of
      the
      Owner; to furnish efficient business administration and supervision; to furnish
      at all times an adequate supply of workers and materials; and to perform the
      Work in an expeditious and economical manner consistent with the Owner's
      interests. The Owner agrees to furnish and approve, in a timely manner,
      information required by the Contractor and to make payments to the Contractor
      in
      accordance with the requirements of the Contract Documents.

    


    ARTICLE
      4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

    §
      4.1
      The date
      of commencement of the Work shall be the date of this Agreement unless a
      different date is stated below or provision is made for the date to be fixed
      in
      a notice to proceed issued by the Owner.

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

    


    The
      date
      of commencement shall be established by the completion of all of the
      following

    
      	 	
              1.

            	
              Receipt
                of all required building permits 

            


    

    
      	 	
              2.

            	
              Receipt
                of contract signed by all parties 

            


    

    
      	 	
              3.

            	
              Proof
                of financing by the Owner 

            


    

    
      	 	
              4.

            	
              Written
                notice to proceed from Owner to Contractor (Exhibit
                H)

            


    

    


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

    _____________________________________________________________________________________________

     

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    N/A

    


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

    


    §
      4.3
      The
      Contractor shall achieve Substantial Completion of the entire Work not later
      than 280 Calendar days from the date of commencement, or as
      follows:

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

    


    N/A

    


    
      	
              Portion
                of Work

              N/A

            	
              Substantial
                Completion date

            


    

    


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

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

    


    Liquidated
      Damages will be accessed at the rate of $500.00 per calendar day for each day
      the project remains uncompleted after the scheduled completion date as adjusted
      for delays not the fault of the Contractor.

    


    ARTICLE
      5 BASIS FOR PAYMENT

    §
      5.1 CONTRACT SUM

    §
      5.1.1
      The
      Owner shall pay the Contractor the Contract Sum in current funds for the
      Contractor's performance of the Contract. The Contract Sum is the Cost of the
      Work as defined in Article 7 plus the Contractor's Fee.

    


    §
      5.1.2
      The
      Contractor's Fee is:

    (State
      a lump sum, percentage of Cost of the Work or other provision for determining
      the Contractor's Fee, and

    describe
      the method of adjustment of the Contractor's Fee for changes in the
      Work.)

    


    Contractors
      fee shall be $352,748

    Contractors
      fee will be adjusted by 4% on all additive change orders.

    Fee
      at
      the rate of 4% will be returned to the Owner on any unused contingency amount
      along with the unused contingency. See Exhibit "E"

    


    §
      5.2 GUARANTEED MAXIMUM PRICE

    §
      5.2.1
      The sum
      of the Cost of the Work and the Contractor's Fee is guaranteed by the Contractor
      not to exceed ($9,101,620.00, nine million onehundredone thousand
      sixhundredtwenty dollars, subject to additions and deductions by Change Order
      as
      provided in the Contract Documents. Such maximum sum is referred to in the
      Contract Documents as the Guaranteed Maximum Price. Costs which would cause
      the
      Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without
      reimbursement by the Owner.

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

    


    If
      at the
      conclusion of the project the final cost of the project is less than the amount
      shown in 5.2.1 (less Contractor's fee) and as adjusted by approved change orders
      the Contractor and Owner shall share the savings on the project with 50% to
      the
      Owner and 50% to the Contractor. See Exhibit "E" for handling of
      allowances.

    


    §
      5.2.2
      The
      Guaranteed Maximum Price is based on the following alternates, if any, which
      are
      described in the Contract Documents and are hereby accepted by the
      Owner:

    (State
      the numbers or other identification of accepted alternates. If decisions on
      other alternates are to be made by the Owner subsequent to the execution of
      this
      Agreement, attach a schedule of such other alternates showing the amount for
      each and the date when the amount expires.)

    


    N/A

    


    §
      5.2.3
      Unit
      prices, if any, are as follows:

    


    _____________________________________________________________________________________________

     

    
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              Description

            	
              Units

            	
              Price
                ($ 0.00)

            
	
              N/A
                

            	 	 


    

    


    §
      5.2.4
      Allowances, if any, are as follows

    (Identify
      and state the amounts of any allowances, and state whether they include labor,
      materials, or both.)

    


    


    
      	
              Allowance

            	
              Amount
                ($ 0.00)

            	
              Included
                items

            
	
              See
                Exhibit "D" 

            	 	 


    

    


    §
      5.2.5
      Assumptions, if any, on which the Guaranteed Maximum Price is based are as
      follows:

    


    See
      Exhibit "F"

    


    §
      5.2.6
      To the
      extent that the Drawings and Specifications are anticipated to require further
      development by the Architect, the Contractor has provided in the Guaranteed
      Maximum Price for such further development consistent with the Contract
      Documents and reasonably inferable therefrom. Such further development does
      not
      include such things as changes in scope, systems, kinds and quality of
      materials, finishes or equipment, all of which, if required, shall be
      incorporated by Change Order.

    


    ARTICLE
      6 CHANGES IN THE WORK

    §
      6.1
      Adjustments to the Guaranteed Maximum Price on account of changes in the Work
      may be determined by any of the methods listed in Section 7.3.3 of AIA Document
      A201-1997.

    


    §
      6.2
      In
      calculating adjustments to subcontracts (except those awarded with the Owner's
      prior consent on the basis of cost plus a fee), the terms "cost" and "fee"
      as
      used in Section 7.3.3.3 of AIA Document A201-1997 and the terms "costs" and
      "a
      reasonable allowance for overhead and profit" as used in Section 7.3.6 of AIA
      Document A201-1997 shall have the meanings assigned to them in AIA Document
      A201-1997 and shall not be modified by Articles 5,7 and 8 of this Agreement.
      Adjustments to subcontracts awarded with the Owner's prior consent on the basis
      of cost plus a fee shall be calculated in accordance with the terms of those
      subcontracts.

    


    §
      6.3
      In
      calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and
      "costs" as used in the above-referenced provisions of AIA Document A201-1997
      shall mean the Cost of the Work as defined in Article 7 of this Agreement and
      the terms "fee" and "a reasonable allowance for overhead and profit" shall
      mean
      the Contractor's Fee as defined in Section 5.1.2 of this Agreement.

    


    §
      6.4
      If no
      specific provision is made in Section 5.1 for adjustment of the Contractor's
      Fee
      in the case of changes in the Work, or if the extent of such changes is such,
      in
      the aggregate, that application of the adjustment provisions of Section 5.1
      will
      cause substantial inequity to the Owner or Contractor, the Contractor's Fee
      shall be equitably adjusted on the basis of the Fee established for the original
      Work, and the Guaranteed Maximum Price shall be adjusted
      accordingly.

    


    ARTICLE
      7 COSTS TO BE REIMBURSED

    §7.1
      COST OF THE WORK

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

    


    §7.2
      LABOR COSTS

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

    


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

    (If
      it is intended that the wages or salaries of certain personnel stationed at
      the
      Contractor's principal or other offices shall be included in the Cost of the
      Work, identify in Article 14 the personnel to be included and whether for all
      or
      only part of their time, and the rates at which their time will be charged
      to
      the Work.)

    


    _____________________________________________________________________________________________

     

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

    


    §
      7.2.4
      Costs
      paid or incurred by the Contractor for taxes, insurance, contributions,
      assessments and benefits required by law or collective bargaining agreements
      and, for personnel not covered by such agreements, customary benefits such
      as
      sick leave, medical and health benefits, holidays, vacations and pensions,
      provided such costs are based on wages and salaries included in the Cost of
      the
      Work under Sections 7.2.1 through 7.2.3.

    


    §
      7.3 SUBCONTRACT COSTS

    §
      7.3.1
      Payments
      made by the Contractor to Subcontractors in accordance with the requirements
      of
      the subcontracts.

    


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

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

    


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

    


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

    §
      7.5.1
      Costs,
      including transportation and storage, installation, maintenance, dismantling
      and
      removal of materials, supplies, temporary facilities, machinery, equipment,
      and
      hand tools not customarily owned by construction workers, that are provided
      by
      the Contractor at the site and fully consumed in the performance of the Work;
      and cost (less salvage value) of such items if not fully consumed, whether
      sold
      to others or retained by the. Contractor. Cost for items previously used by
      the
      Contractor shall mean fair market value.

    


    §
      7.5.2
      Rental
      charges for temporary facilities, machinery, equipment, and hand tools not
      customarily owned by construction workers that are provided by the Contractor
      at
      the site, whether rented from the Contractor or others, and costs of
      transportation, installation, minor repairs and replacements, dismantling and
      removal thereof. Rates and quantities of equipment rented shall be subject
      to
      the Owner's prior approval. See Exhibit "L"

    


    §
      7.5.3
      Costs of
      removal of debris from the site.

    


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

    


    §
      7.5.5
      That
      portion of the reasonable expenses of the Contractor's personnel incurred while
      traveling in discharge of duties connected with the Work.

    


    §
      7.5.6
      Costs of
      materials and equipment suitably stored off the site at a mutually acceptable
      location, if approved in advance by the Owner.

    


    §
      7.6 MISCELLANEOUS COSTS

    §
      7.6.1
      That
      portion of insurance and bond premiums that can be directly attributed to this
      Contract:

    


    §
      7.6.2
      Sales,
      use or similar taxes imposed by a governmental authority that are related to
      the
      Work.

    


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

    


    §
      7.6.4
      Fees of
      laboratories for tests required by the Contract Documents, except those related
      to defective or nonconforming Work for which reimbursement is excluded by
      Section 13.5.3 of AIA Document A201-1997 or other provisions of the Contract
      Documents, and which do not fall within the scope of Section 7.7.3.

    


    _____________________________________________________________________________________________
      
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    §
      7.6.5
      Royalties and license fees paid for the use of a particular design, process
      or
      product required by the Contract Documents; the. cost of defending suits or
      claims for infringement of patent rights arising from such requirement of the
      Contract Documents; and payments made in accordance with legal judgments against
      the Contractor resulting from such suits or claims and payments of settlements
      made with the Owner's consent. However, such costs of legal defenses, judgments
      and settlements shall not be included in the calculation of the Contractor's
      Fee
      or subject to the Guaranteed Maximum Price. If such royalties, fees and costs
      are excluded by the last sentence of Section 3.17.1 of AIA Document A201 -1997
      or other provisions of the Contract Documents, then they shall not be included
      in the Cost of the Work.

    


    §
      7.6.6
      Data
      processing costs related to the Work.

    


    §
      7.6.7
      Deposits
      lost for causes other than the Contractor's negligence or failure to fulfill
      a
      specific responsibility to the Owner as set forth in the Contract
      Documents.

    


    §
      7.6.8
      Legal,
      mediation and arbitration costs, including attorneys' fees, other than those
      arising from disputes between the Owner and Contractor, reasonably incurred
      by
      the Contractor in the performance of the Work and with the Owner's prior written
      approval.

    


    §
      7.6.9
      Expenses
      incurred in accordance with the Contractor's standard personnel policy for
      relocation and temporary living allowances of personnel required for the Work,
      if approved by the Owner.

    


    §
      7.7 OTHER COSTS AND EMERGENCIES

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

    


    §
      7.7.2
      Costs
      due to emergencies incurred in taking action to prevent threatened damage,
      injury or loss in case of an emergency affecting the safety of persons and
      property, as provided in Section 10.6 of AIA Document A201-1997.

    


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

    


    ARTICLE
      8 COSTS NOT TO BE REIMBURSED

    §
      8.1
      The Cost
      of the Work shall not include:

    


    §
      8.1.1
      Salaries
      and other compensation of the Contractor's personnel stationed at the
      Contractor's principal office or offices other than the site office, except
      as
      specifically provided in Sections 7.2.2 and 7.2.3 or as may be provided in
      Article 14.

    


    §
      8.1.2
      Expenses
      of the Contractor's principal office and offices other than the site
      office.

    


    §
      8.1.3
      Overhead
      and general expenses, except as may be expressly included in Article
      7.

    


    §
      8.1.4
      The
      Contractor's capital expenses, including interest on the Contractor's capital
      employed for the Work.

    


    §
      8.1.5
      Rental
      costs of machinery and equipment, except as specifically provided in Section
      7.5.2.

    


    §
      8.1.6
      Except
      as provided in Section 7.7.3 of this Agreement, costs due to the negligence
      or
      failure to fulfill a specific responsibility of the Contractor, Subcontractors
      and suppliers or anyone directly or indirectly employed by any of them or for
      whose acts any of them may be liable.

    


    §
      8.1.7
      Any cost
      not specifically and expressly described in Article 7.

    


    §
      8.1.8
      Costs,
      other than costs included in Change Orders approved by the Owner, that would
      cause the Guaranteed Maximum Price to be exceeded.

    


    _____________________________________________________________________________________________

     

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    ARTICLE
      9 DISCOUNTS, REBATES AND REFUNDS

    §
      9.1
      Cash
      discounts obtained on payments made by the Contractor shall accrue to the Owner
      if (1) before making the payment, the Contractor included them in an Application
      for Payment and received payment therefor from the Owner, or (2) the Owner
      has
      deposited funds with the Contractor with which to make payments; otherwise,
      cash
      discounts shall accrue to the Contractor. Trade discounts, rebates, refunds
      and
      amounts received from sales of surplus materials and equipment shall accrue
      to
      the Owner, and the Contractor shall make provisions so that they can be
      secured.

    


    §
      9.2
      Amounts
      that accrue to the Owner in accordance with the provisions of Section 9.1 shall
      be credited to the Owner as a deduction from the Cost of the Work.

    


    ARTICLE
      10 SUBCONTRACTS AND OTHER AGREEMENTS

    §
      10.1
      Those
      portions of the Work that the Contractor does not customarily perform with
      the
      Contractor's own personnel shall be performed under subcontracts or by other
      appropriate agreements with the Contractor. The Owner may designate specific
      persons or entities from whom the Contractor shall obtain bids. The Contractor
      shall obtain bids from Subcontractors and from suppliers of materials or
      equipment fabricated especially for the Work and shall deliver such bids to
      the
      Architect. The Owner shall then determine, with the advice of the Contractor
      and
      the Architect, which bids will be accepted. The Contractor shall not be required
      to contract with anyone to whom the Contractor has reasonable
      objection.

    


    §
      10.2
      If a
      specific bidder among those whose bids are delivered by the Contractor to the
      Architect (1) is recommended to the Owner by the Contractor; (2) is qualified
      to
      perform that portion of the Work; and (3) has submitted a bid that conforms
      to
      the requirements of the Contract Documents without reservations or exceptions,
      but the Owner requires that another bid be accepted, then the Contractor may
      require that a Change Order be issued to adjust the Guaranteed Maximum Price
      by
      the difference between the bid of the person or entity recommended to the Owner
      by the Contractor and the amount of the subcontract or other agreement actually
      signed with the person or entity designated by the Owner.

    


    §
      10.3
      Subcontracts or other agreements shall conform to the applicable payment
      provisions of this Agreement, and shall not be awarded on the basis of cost
      plus
      a fee without the prior consent of the Owner.

    


    ARTICLE
      11 ACCOUNTING RECORDS

    The
      Contractor shall keep full and detailed accounts and exercise such controls
      as
      may be necessary for proper financial management under this Contract, and the
      accounting and control systems shall be satisfactory to the Owner. The Owner
      and
      the Owner's accountants shall be afforded access to, and shall be permitted
      to
      audit and copy, the Contractor's records, books, correspondence, instructions,
      drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and
      other
      data relating to this Contract, and the Contractor shall preserve these for
      a
      period of three years after final payment, or for such longer period as may
      be
      required by law.

    


    ARTICLE
      12 PAYMENTS

    §
      12.1 PROGRESS PAYMENTS

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

    


    §
      12.1.2
      The
      period covered by each Application for Payment shall be one calendar month
      ending on the last day of the month, or as follows:

    


    §
      12.1.3
      Provided
      that an Application for Payment is received by the Architect not later than
      the
      1st day of a month, the Owner shall make payment to the Contractor not later
      than the 15th day of the same month. If an Application for Payment is received
      by the Architect after the application date fixed above, payment shall be made
      by the Owner not later than fifteen ( 15 ) days after the Architect receives
      the
      Application for Payment..

    


    §
      12.1.4
      With
      each Application for Payment, the Contractor shall submit any evidence
      reasonably required by the Owner or Architect to demonstrate that cash
      disbursements already made by the Contractor on account of the Cost

    


    _____________________________________________________________________________________________

     

      /s/
        RSR

      /s/
        EJO


    

    


    
      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

    

    


    of
      the
      Work equal or exceed progress payments already received by the Contractor.
      The
      monthly draws will be calculated on a percentage of completion basis with final
      costs subject to audit at the Owners option.

    


    §
      12.1.5
      Each
      Application for Payment shall be based on the most recent schedule of values
      submitted by the Contractor in accordance with the Contract Documents. The
      schedule of values shall allocate the entire Guaranteed Maximum Price among
      the
      various portions of the Work, except that the Contractor's Fee shall be shown
      as
      a single separate item. The schedule of values shall be prepared in such form
      and supported by such data to substantiate its accuracy as the Architect may
      require. This schedule, unless objected to by the Architect, shall be used
      as a
      basis for reviewing the Contractor's Applications for Payment.

    


    §
      12.1.6
      Applications for Payment shall show the percentage of completion of each portion
      of the Work as of the end of the period covered by the Application for Payment.
      The percentage of completion shall be the lesser of (1) the percentage of that
      portion of the Work which has actually been completed; or (2) the percentage
      obtained by dividing (a) the expense that has actually been incurred by the
      Contractor on account of that portion of the Work for which the Contractor
      has
      made or intends to make actual payment prior to the next Application for Payment
      by (b) the share of the Guaranteed Maximum Price allocated to that portion
      of
      the Work in the schedule of values.

    


    §
      12.1.7
      Subject
      to other provisions of the Contract Documents, the amount of each progress
      payment shall be computed as follows:

    


    .1 take
      that
      portion of the Guaranteed Maximum Price properly allocable to completed Work
      as
      determined by multiplying the percentage of completion of each portion of the
      Work by the share of the Guaranteed Maximum Price allocated to that portion
      of
      the Work in the schedule of values. Pending final determination of cost to
      the
      Owner of changes in the Work, amounts not in dispute shall be included as
      provided in Section 7.3.8 of AIA Document A201-1997; 

    


    .2 add
      that
      portion of the Guaranteed Maximum Price properly allocable to materials and
      equipment delivered and suitably stored at the site for subsequent incorporation
      in the Work, or if approved in advance by the Owner, suitably stored off the
      site at a location agreed upon in writing; 

    


    .3 add
      the
      Contractor's Fee, less retainage of ten percent ( 10% ).The Contractor's Fee
      shall be computed upon the Cost of the Work described in the two preceding
      Clauses at the rate stated in Section 5.1.2 or, if the Contractor's Fee is
      stated as a fixed sum in that Subparagraph, shall be an amount that bears the
      same ratio to that fixed-sum fee as the Cost of the Work in the two preceding
      Clauses bears to a reasonable estimate of the probable Cost of the Work upon
      its
      completion; See Exhibit "E" for additional retainage information. 

    


    .4 subtract
      the aggregate of previous payments made by the Owner; 

    


    .5 subtract
      the shortfall, if any, indicated by the Contractor in the documentation required
      by Section 1.2.1.4 to substantiate prior Applications for Payment, or resulting
      from errors subsequently discovered by the Owner's accountants in such
      documentation; and 

    


    .6 subtract
      amounts, if any, for which the Architect has withheld or nullified a Certificate
      for Payment as provided in Section 9.5 of AIA Document A201-1997. 

    


    §
      12.1.8
      Except
      with the Owner's prior approval, payments to Subcontractors shall be subject
      to
      retainage of not less than ten percent ( 10% ). The Owner and the Contractor
      shall agree upon a mutually acceptable procedure for review and approval of
      payments and retention for Subcontractors.

    


    §
      12.1.9
      In
      taking action on the Contractor's Applications for Payment, the Architect shall
      be entitled to rely on the accuracy and completeness of the information
      furnished by the Contractor and shall not be deemed to represent that the
      Architect has made a detailed examination, audit or arithmetic verification
      of
      the documentation submitted in accordance with Section 12.1.4 or other
      supporting data; that the Architect has made exhaustive or continuous on-site
      inspections or that the Architect has made examinations to ascertain how or
      for
      what purposes the Contractor has used amounts previously paid on account of
      the
      Contract. Such examinations, audits and verifications, if required by the Owner,
      will be performed by the Owner's accountants acting in the sole interest of
      the
      Owner.

    


    _____________________________________________________________________________________________
      
      /s/
        RSR

      /s/
        EJO


    

     

    


    
      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

    

    


    §
      12.2 FINAL PAYMENT

    §
      12.2.1
      Final
      payment, constituting the entire unpaid balance of the Contract Sum, shall
      be
      made by the Owner to

    the
      Contractor when:

    


    
      	 	
              .1

            	
              the
                Contractor has fully performed the Contract except for the Contractor's
                responsibility to correct Work as provided in Section 12.2.2 of AIA
                Document A201-1997, and to satisfy other requirements, if any, which
                extend beyond final payment; and 

            


    

    


    
      	 	
              .2

            	
              a
                final Certificate for Payment has been issued by the Architect.
                

            


    

    


    §
      12.2.2
      The
      Owner's final payment to the Contractor shall be made no later than 30 days
      after the issuance of the Architect's final Certificate for Payment, or as
      follows:

    


    §
      12.2.3
      The
      Owner's accountants will review and report in writing on the Contractor's final
      accounting within 30 days after delivery of the final accounting to the
      Architect by the Contractor. Based upon such Cost of the Work as the Owner's
      accountants report to be substantiated by the Contractor's final accounting,
      and
      provided the other conditions of Section 12.2.1 have been met, the Architect
      will, within seven days after receipt of the written report of the Owner's
      accountants, either issue to the Owner a final Certificate for Payment with
      a
      copy to the Contractor, or notify the Contractor and Owner in writing of the
      Architect's reasons for withholding a certificate as provided in Section 9.5.1
      of the AIA Document A201-1997. The time periods stated in this Section 12.2.3
      supersede those stated in Section 9.4.1 of the AIA Document
      A201-1997.

    


    §
      12.2.4
      If the
      Owner's accountants report the Cost of the Work as substantiated by the
      Contractor's final accounting to be less than claimed by the Contractor, the
      Contractor shall be entitled to demand arbitration of the disputed amount
      without a further decision of the Architect. Such demand for arbitration shall
      be made by the Contractor within 30 days after the Contractor's receipt of
      a
      copy of the Architect's final Certificate for Payment; failure to demand
      arbitration within this 30-day period shall result in the substantiated amount
      reported by the Owner's accountants becoming binding on the Contractor. Pending
      a final resolution by arbitration, the Owner shall pay the Contractor the amount
      certified in the Architect's final Certificate for Payment.

    


    §
      12.2.5
      If,
      subsequent to final payment and at the Owner's request, the Contractor incurs
      costs described in Article 7 and not excluded by Article 8 to correct defective
      or nonconforming Work, the Owner shall reimburse the Contractor such costs
      and
      the Contractor's Fee applicable thereto on the same basis as if such costs
      had
      been incurred prior to final payment, but not in excess of the Guaranteed
      Maximum Price. If the Contractor has participated in savings as provided in
      Section 5.2, the amount of such savings shall be recalculated and appropriate
      credit given to the Owner in determining the net amount to be paid by the Owner
      to the Contractor.

    


    ARTICLE
      13 TERMINATION OR SUSPENSION

    §
      13.1
      The
      Contract may be terminated by the Contractor, or by the Owner for convenience,
      as provided in Article 14 of AIA Document A201-1997. However, the amount to
      be
      paid to the Contractor under Section 14.1.3 of AIA Document A201-1997 shall
      not
      exceed the amount the Contractor would be entitled to receive under Section
      13.2
      below, except that the Contractor's Fee shall be calculated as if the Work
      had
      been fully completed by the Contractor, including a reasonable estimate of
      the
      Cost of the Work for Work not actually completed.

    


    §
      13.2
      The
      Contract may be terminated by the Owner for cause as provided in Article 14
      of
      AIA Document A201-1997. The amount, if any, to be paid to the Contractor under
      Section 14.2.4 of AIA Document A201-1997 shall not cause the Guaranteed Maximum
      Price to be exceeded, nor shall it exceed an amount calculated as
      follows:

    


    §
      13.2.1
      Take the
      Cost of the Work incurred by the Contractor to the date of
      termination;

    


    §
      13.2.2
      Add the
      Contractor's Fee computed upon the Cost of the Work to the date of termination
      at the rate stated in Section 5.1.2 or, if the Contractor's Fee is stated as
      a
      fixed sum in that Section, an amount that bears the same ratio to that fixed-sum
      Fee as the Cost of the Work at the time of termination bears to a reasonable
      estimate of the probable Cost of the Work upon its completion; and

    


    _____________________________________________________________________________________________

     

    
      /s/
        RSR

      /s/
        EJO



    

    
      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

    

    


    §
      13.2.3
      Subtract
      the aggregate of previous payments made by the Owner.

    


    §
      13.3
      The
      Owner shall also pay the Contractor fair compensation, either by purchase or
      rental at the election of the Owner, for any equipment owned by the Contractor
      that the Owner elects to retain and that is not otherwise included in the Cost
      of the Work under Section 13.2.1. To the extent that the Owner elects to take
      legal assignment of subcontracts and purchase orders (including rental
      agreements), the Contractor shall, as a condition of receiving the payments
      referred to in this Article 13, execute and deliver all such papers and take
      all
      such steps, including the legal assignment of such subcontracts and other
      contractual rights of the Contractor, as the Owner may require for the purpose
      of fully vesting in the Owner the rights and benefits of the Contractor under
      such subcontracts or purchase orders.

    


    §
      13.4
      The Work
      may be suspended by the Owner as provided in Article 14 of AIA Document
      A201-1997; in such case, the Guaranteed Maximum Price and Contract Time shall
      be
      increased as provided in Section 14.3.2 of AIA Document A201-1997 except that
      the term "profit" shall be understood to mean the Contractor's Fee as described
      in Sections 5.1.2 and Section 6.4 of this Agreement.

    


    ARTICLE
      14 MISCELLANEOUS PROVISIONS

    §
      14.1
      Where
      reference is made in this Agreement to a provision AIA Document A201-1997 or
      another Contract Document,
      the reference refers to that provision as amended or supplemented by other
      provisions of the Contract Documents.

    


    §
      14.2
      Payments
      due and unpaid under the Contract shall bear interest from the date payment
      is
      due at the rate stated below,
      or
      in the absence thereof, at the legal rate prevailing from time to time at the
      place where the Project is located.

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

    


    
      	
              14%
                

            	
              per
                annum 

            


    

    


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

    


    §
      14.3 The
      Owner's representative is:

    (Name,
      address and other information.)

    


    Richard
      S. Rabin

    1263
      A
      Lake Plaza Drive

    Colorado
      Springs, Co. 80906

    


    §
      14.4
      The
      Contractor's representative is:

    (Name,
      address and other information.)

    


    
      	
              E.J.
                Olbright

            	
              Mike
                Sesko

            	
              Gordon
                Streich

            
	
              President/CEO
                

            	
              Director
                of Operations 

            	
              CFO
                

            
	
              1819
                Denver West Drive 

            	
              Same
                

            	
              Same
                

            
	
              Suite
                100 

            	 	 
	
              Golden,
                Co. 80401 

            	 	 


    

    


    §
      14.5
      Neither
      the Owner's nor the Contractor's representative shall be changed without ten
      days' written notice to the other party.

    


    §
      14.6
      Other
      provisions:

    


    _____________________________________________________________________________________________

     

      /s/
        RSR

      /s/
        EJO


    

    


    
      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

    

    


    See
      Exhibit "E"

    


    ARTICLE
      15 ENUMERATION OF CONTRACT DOCUMENTS

    §
      15.1
      The
      Contract Documents, except for Modifications issued after execution of this
      Agreement, are enumerated as
      follows: See Exhibit A

    


    §
      15.1.1
      The
      Agreement is this executed 1997 edition of the Standard Form of Agreement
      Between Owner and Contractor, AIA Document Al 11-1997.

    


    §
      15.1.2
      The
      General Conditions are the 1997 edition of the General Conditions of the
      Contract for Construction, AIA Document A201-1997.

    


    §
      15.1.3
      The
      Supplementary and other Conditions of the Contract are those contained in the
      Project Manual dated , and are as follows:

    


    
      	
              Document

            	
              Title

            	
              Pages

            
	
              See
                Exhibit A 

            	 	 


    

    


    §
      15.1.4
      The
      Specifications are those contained in the Project Manual dated as in Section
      15.1.3, and are as follows: (Either
      list the Specifications here or refer to an exhibit attached to this
      Agreement.)

    Title
      of
      Specifications exhibit: "A"

    


    §
      15.1.5
      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 this
      Agreement.)

    Title
      of
      Drawings exhibit: "A""

    


    §
      15.1.6
      The
      Addenda, if any, are as follows:

    


    
      	
              Number

            	
              Date

            	
              Pages

            
	
              N/A
                

            	 	 


    

    


    Portions
      of Addenda relating to bidding requirements are not part of the Contract
      Documents unless the bidding requirements are also enumerated in this Article
      15.

    


    §
      15.1.7
      Other
      Documents, if any, forming part of the Contract Documents are as
      follows:

    (List
      here any additional documents, such as a list of alternates that are intended
      to
      form pan of the Contract Documents. AIA Document A201-1997 provides that bidding
      requirements such as advertisement or invitation to bid, Instructions to
      Bidders, sample forms and the Contractor's bid are not part of the Contract
      Documents unless enumerated in this Agreement. They should be listed here only
      if intended to be part of the Contract Documents.)

    


    All
      Exhibits listed in Attachment A are incorporated into this contract

    


    ARTICLE
      16 INSURANCE AND BONDS

    (List
      required limits of liability for insurance and bonds. AIA Document A201-1997
      gives other specific requirements for insurance and bonds.)

    


    
      	
              Type
                of insurance

            	
              Limit
                of liability ($0.00)

            
	
              See
                Exhibit "I" 

            	 


    

    ___________________________________________________________________________________________

     

      /s/
        RSR

      /s/
        EJO


    

    


    
      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

    

    


    This
      Agreement is entered into as of the day and year first written above and is
      executed in at least three original copies,
      of which one is to be delivered to the Contractor, one to the Architect for
      use
      in the administration of the Contract, and the remainder to the
      Owner

    


    
      	
              CC
                Tollgates LLC

            	 	 	 
	
              /s/
                Richard S. Rabin

            	 	
              /s/
                E.J Olbright CEO

            	 
	
              OWNER (Signature)

            	 	
              CONTRACTOR (Signature)

            	 
	 	 	 	 
	
              Richard
                S. Rabin

            	 	
              E.J
                Olbright

            	 
	
              (Printed
                name and title)

            	 	
              (Printed
                name and title)

            	 
	
              a
                Member

            	 	 	 


    

    


    


    


    


    ____________________________________________________________________________________________

     

    
      /s/
        RSR

      /s/
        EJO



    

    
      
        
          
          

        

        
                                                                                                                  -12-

          
            

          

        

        
          
          

        

      

    

    


    ATTACHMENT
      1

    EXHIBITS

    


    


    
      	
              *

            	
              Exhibit
                "A" 

            	
              Enumeration
                of Contract Documents 

            	 
	 	 	 	 
	
              *

            	
              Exhibit
                "B" 

            	
              Application
                and Certificate for Payment 

            	 
	 	 	 	 
	
              *

            	
              Exhibit
                "C" 

            	
              Soft
                Cost Responsibility Check List 

            	 
	 	 	 	 
	
              *

            	
              Exhibit
                "D" 

            	
              Allowance
                Items 

            	 
	 	 	 	 
	
              *

            	
              Exhibit
                "E" 

            	
              Additional
                Provisions 

            	 
	 	 	 	 
	
              *

            	
              Exhibit
                "F" 

            	
              Inclusions/Exclusions/Clarifications
                

            	 
	 	 	 	 
	
              *

            	
              Exhibit
                "G" 

            	
              Schedule
                

            	 
	 	 	 	 
	
              *

            	
              Exhibit
                "H" 

            	
              Notice
                to Proceed 

            	
              (Form
                of Document) 

            
	 	 	 	 
	
              *

            	
              Exhibit
                "1" 

            	
              Minimum
                Insurance Requirements 

            	 
	 	 	 	 
	
              *

            	
              Exhibit
                "J" 

            	
              Warranty
                Letter 

            	
              (Form
                of Document) 

            
	 	 	 	 
	
              *

            	
              Exhibit
                "K" 

            	
              Partial
                Waiver and Release of Lien 

            	 
	 	 	 	 
	
              *

            	
              Exhibit
                "L" 

            	
              Standard
                Rate Schedule 

            	 
	 	 	 	 
	
              *

            	
              Exhibit
                "M" 

            	
              Residential
                Rider 

            	
              Not
                Used 

            
	 	 	 	 
	
              *

            	
              Exhibit
                "N" 

            	
              Risk
                and Indemnification Rider 

            	
              Not
                Used 

            


    

     

     

    
      /s/
        RSR

      /s/
        EJO



    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      A

    Tollgate
      Parking Garage Phase II

    Document
      Enumeration Log - 06/06/05

    
      	
              Drawing
                No.

            	
              Description

            	
              Revision
                No.

            	
              Latest
                Revision

            	
              Issued
                For:

            
	 	
              PROJECT
                MANUAL/SPECIFICATIONS 

            	 	 	 
	 	
              Project
                Manual 

            	 	
              05/09/05 

            	
              Construction
                Documents 

            
	 	 	 	 	 
	
              Cover 

            	
              Cover
                Sheet 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A0.2 

            	
              Sheet
                Index & Abbreviations 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A1.1 

            	
              Site
                Plan 

            	 	
              05/09/05 

            	
              Construction 

            
	 	 	 	 	 
	 	
              CIVIL

            	 	 	 
	
              C1.0 

            	
              Cover
                Sheet 

            	
              2 

            	
              05/09/05 

            	
              Construction 

            
	
              C1.1 

            	
              Horizontal
                control Plan 

            	
              2 

            	
              05/09/05 

            	
              Construction 

            
	
              C2.1 

            	
              Grading
                & Erosion Control Plan 

            	
              2 

            	
              05/09/05 

            	
              Construction 

            
	
              C3.1 

            	
              Utility
                Plan 

            	
              2 

            	
              05/09/05 

            	
              Construction 

            
	
              C3.2 

            	
              Storm
                Sewer Plan & Profile 

            	
              2 

            	
              05/09/05 

            	
              Construction 

            
	
              C3.3 

            	
              Storm
                Sewer Plan & Profile 

            	
              2 

            	
              05/09/05 

            	
              Construction 

            
	
              C4.1 

            	
              Details 

            	
              2 

            	
              05/09/05 

            	
              Construction 

            
	
              C5.0 

            	
              Utility
                & Drainage Improvements 

            	
              2 

            	
              05/09/05 

            	
              Construction 

            
	
              C6.0 

            	
              Spring
                Street Plan & Profile 

            	
              2 

            	
              05/09/05 

            	
              Construction 

            
	 	 	 	 	 
	 	
              ARCHITECTURAL

            	 	 	 
	
              Al.l 

            	
              Site
                Plan 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A2.1 

            	
              First
                Floor Plan 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A2.2 

            	
              Second
                Floor Plan 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A2.3 

            	
              Third
                Floor Plan 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A2.4 

            	
              Fourth
                Floor Plan 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A2.5 

            	
              Fifth
                Floor Plan 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A2.6 

            	
              Sixth
                Floor Plan 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A2.7 

            	
              Roof
                Plan 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A2.8 

            	
              Enlarged
                Plans & Details 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A2.9 

            	
              Enlarged
                Plans & Details 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A2.10 

            	
              Enlarged
                Plans & Details 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A2.11 

            	
              Enlarged
                Plans & Details 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A2.12 

            	
              Bridge
                Plans & Details 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A4.1 

            	
              Elevations 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A4.2 

            	
              Elevations 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A4.3 

            	
              Exterior
                Materials Schedules 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A4.4 

            	
              Elevations
                - Brick Ledges 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A4.5 

            	
              Elevations
                - Brick Ledges 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A4.6 

            	
              Enlarge
                Elevations 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A4.7 

            	
              Enlarge
                Elevations 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A4.8 

            	
              Enlarge
                Elevations 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A4.9 

            	
              Enlarge
                Elevations 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A4.10 

            	
              Enlarge
                Elevations 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A4.11 

            	
              Enlarge
                Elevations 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A4.12 

            	
              Enlarge
                Elevations 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A4.13 

            	
              Enlarge
                Elevations 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A5.1 

            	
              Building
                Sections 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A5.2 

            	
              Building
                Sections 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A6.1 

            	
              Wall
                Sections 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A6.2 

            	
              Wall
                Sections 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A6.3 

            	
              Wall
                Sections 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A6.4 

            	
              Wall
                Sections 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A6.5 

            	
              Wall
                Sections 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A7.1 

            	
              Building
                Details 

            	 	
              03/17/05 

            	
              GMP
                Pricing 

            
	
              A8.1 

            	
              Door
                Schedule & Details 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A8.2 

            	
              Door
                Schedule & Details 

            	 	
              05/09/05 

            	
              Construction 

            
	
              A9.1 

            	
              Window
                Frames & Details 

            	 	
              05/09/05 

            	
              Construction 

            


    

    


    Owner
      /s/
      RSR

    


    Contractor
      /s/ EJO

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      A

    Tollgate
      Parking Garage Phase II

    Document
      Enumeration Log - 06/06/05

    
      	
              Drawing
                No.

            	
              Description

            	
              Revision
                No.

            	
              Latest
                Revision

            	
              Issued
                For:

            
	 	 	 	 	 
	 	
              STRUCTURAL

            	 	 	 
	
              S1.1 

            	
              General
                Notes & DWG Index 

            	 	
              05/09/05

            	
              Construction

            
	
              S1.2 

            	
              Standard
                Abbreviations & Schedules 

            	 	
              05/09/05

            	
              Construction

            
	
              S2.1 

            	
              First
                Floor Foundation Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              S2.2 

            	
              Second
                Floor Framing Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              S2.3 

            	
              Third
                Floor Framing Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              S2.4 

            	
              Fourth
                Floor Framing Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              S2.5 

            	
              Fifth
                Floor Framing Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              S2.6 

            	
              Sixth
                Floor Framing Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              S2.7 

            	
              Canopy
                Roof Framing Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              S2.8 

            	
              Bridge
                Floor and Roof Framing Plans & Details 

            	 	
              05/09/05

            	
              Construction

            
	
              S3.1 

            	
              Details 

            	 	
              05/09/05

            	
              Construction

            
	
              S3.2 

            	
              Details 

            	 	
              05/09/05

            	
              Construction

            
	
              S3.3 

            	
              Details 

            	 	
              05/09/05

            	
              Construction

            
	
              S3.4 

            	
              Details 

            	 	
              05/09/05

            	
              Construction

            
	
              S3.5 

            	
              Details 

            	 	
              05/09/05

            	
              Construction

            
	
              S4.1 

            	
              South
                Elevation 

            	 	
              05/09/05

            	
              Construction

            
	
              S4.2 

            	
              North
                Elevation 

            	 	
              05/09/05

            	
              Construction

            
	
              S4.3 

            	
              East
                Elevation 

            	 	
              05/09/05

            	
              Construction

            
	
              S4.4 

            	
              West
                Elevation 

            	 	
              05/09/05

            	
              Construction

            
	
              S4.5 

            	
              Center
                Wall Elevation 

            	 	
              05/09/05

            	
              Construction

            
	 	 	 	 	 
	 	
              MECHANICAL/PLUMBING

            	 	 	 
	
              MP1.1 

            	
              HVAC
                & Plumbing Legends 

            	 	
              05/09/05

            	
              Construction

            
	
              M2.1 

            	
              First
                Floor HVAC Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              M2.2 

            	
              Second
                Floor HVAC Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              M2.3 

            	
              Third
                Floor HVAC Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              M2.4 

            	
              Fourth
                Floor HVAC Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              M2.5 

            	
              Fifth
                Floor HVAC Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              M2.6 

            	
              Sixth
                Floor HVAC Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              M4.1 

            	
              HVAC
                Section & Equipment Schedules 

            	 	
              05/09/05

            	
              Construction

            
	
              P2.1 

            	
              First
                Floor Plumbing & Fire Protection Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              P2.2 

            	
              Second
                Floor Plumbing & Fire Protection Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              P2.3 

            	
              Third
                Floor Plumbing & Fire Protection Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              P2.4 

            	
              Fourth
                Floor Plumbing & Fire Protection Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              P2.5 

            	
              Fifth
                Floor Plumbing & Fire Protection Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              P2.6 

            	
              Sixth
                Floor Plumbing & Fire Protection Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              P4.1 

            	
              Plumbing
                Details & Schedules 

            	 	
              05/09/05

            	
              Construction

            
	 	 	 	 	 
	 	
              ELECTRICAL

            	 	 	 
	
              E2.1 

            	
              First
                Floor Electrical Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              E2.2 

            	
              Second
                Floor Electrical Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              E2.3 

            	
              Third
                Floor Electrical Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              E2.4 

            	
              Fourth
                Floor Electrical Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              E2.5 

            	
              Fifth
                Floor Electrical Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              E2.6 

            	
              Sixth
                Floor Electrical Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              E2.7 

            	
              Electrical
                Roof Plan 

            	 	
              05/09/05

            	
              Construction

            
	
              E3.0 

            	
              Electrical
                One Line Diagram 

            	 	
              05/09/05

            	
              Construction

            


    

    


    
    

    
      Owner
        /s/
        RSR

      


      Contractor
        /s/ EJO

    

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              APPLICATION
                AND CERTIFICATE FOR PAYMENT

            
	 	 	 	 	 
	
              TO
                OWNER:

            	
              PROJECT:

            	
              Tollgate
                Parking Structure Phase
                II

            	
              APPLICATION
                NO:

            	
              Distribution
                to:

            
	 	 	 	
              PERIOD
                TO:

            	
              X

            	
              OWNER

            
	 	 	 	
              PROJECT
                NOS:

            	
              X

            	
              ARCHITECT

            
	 	 	 	 	
              X

            	
              CONTRACTOR

            
	 	 	 	
              CONTRACT
                DATE:

            	
              X

            	
              ACCOUNTING

            
	 	 	 	 	
              X

            	
              JOB
                FILE

            


    

    


    


    
      	
              FROM
                CONTRACTOR:

            	 
	 	
              CFC
                Construction Inc.

            
	 	
              1819
                Denver West Drive, Suite 100

            
	 	
              Golden,
                CO 80401

            
	 


    

    


    


    CONTRACTOR'S
      APPLICATION FOR PAYMENT

    Application
      is made for payment, as shown below, in connection
      with
      the
      Contract.

    Contract
      Continuation Sheet (Schedule of Values) is attached.

    


    
      	
              1.
                

            	
              ORIGINAL
                CONTRACT SUM

            	 	 
	 	 	 	 
	
              2.
                

            	
              Net
                change by Change Orders

            	 	 
	 	 	 	 
	
              3.
                

            	
              CONTRACT
                SUM TO DATE (Line 1 +,- 2)

            	 	
              $0.00

            
	 	 	 	 
	
              4.
                

            	
              TOTAL
                COMPLETED & STORED TO DATE

            	 	
              $0.00

            
	 	
              (Column
                G on G703)

            	 	 
	 	 	 	 
	
              5.
                

            	
              RETAINAGE:

            	 	 
	 	
              a.
                ___________ 0 % of Completed Work

            	
              $0.00

            	 
	 	
              (Columns
                D + E, Page 3)

            	 	 
	 	
              b.
                ___________ 0 % of Stored Material

            	
              $0.00

            	 
	 	
              (Column
                F on Page 2)

            	 	 
	 	
              Total
                Retainage ( Line 5a + 5b or

            	 	 
	 	
              Total
                in Column I, Page 3)

            	 	
              $0.00

            
	 	 	 	 
	
              6.
                

            	
              TOTAL
                EARNED LESS RETAINAGE

            	 	
              $0.00

            
	 	
              (Line
                4 Less Line 5 Total)

            	 	 
	 	 	 	 
	
              7.
                

            	
              LESS
                PREVIOUS CERTIFICATES FOR PAYMENT

            	 	 
	 	
              (Line
                6 from prior Certificate)

            	
              ..

            	
              $0.00

            
	 	 	 	 
	
              8.

            	
              CURRENT
                PAYMENT DUE

            	 	
              $0.00

            
	 	 	 	 
	
              9.
                

            	
              BALANCE
                TO FINISH, INCLUDING RETAINAGE

            	 	 
	 	
              (Line
                3 less Line 6)

            	
              $0.00

            	 


    

    


    
      	
              CHANGE
                ORDER SUMMARY

            	
              ADDITIONS

            	
              DEDUCTIONS

            
	
              Total
                changes approved in previous
                months by Owner

            	 	 
	
              Total
                approved this Month

            	 	 
	
              CO
                # Total

            	
              $0.00

            	
              $0.00

            
	
              NET
                CHANGES by Change Order

            	
              $0.00

            


    

    


    The
      undersigned Contractor certifies that to the best of the Contractor's knowledge,
      information
      and belief the Work covered by this Application for Payment has been completed
      in
      accordance with the Contract Documents, that all amounts have been paid by
      the
Contractor
      for work for which previous Certificates for Payment were issued and payments
      received from the Owner, and that current payment shown herein is now
      due.

    


    
      	
              By:

            	 	 	
              Date:
                

            	 
	
              State
                of:

            	 	 	 	 
	
              County
                of:

            	 	 	 	 
	
              Subscribed
                and sworn to before me
                this

            	 	
              day
                of

            	 	
              ,
                200

            	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
              Notary
                Public:

            	 	 	 	 
	
              My
                Commission expires:

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 


    

    ARCHITECT'S
      CERTIFICATE FOR PAYMENT

    In
      accordance with the Contract Documents, based on on-site observations and the
      data comprising
      this application, the Architect certifies to the Owner that to the best of
      the
Architect's
      knowledge, information and belief the Work has progressed as indicated, the
      quality
      of the Work is in accordance with the Contract Documents, and the Contractor
      is
      entitled to payment of the AMOUNT CERTIFIED.

    


    
      	
              AMOUNT
                CERTIFIED

            	 
	
              (Attached
                explanation if amount certified differs from the amount applied for.
                Initial all figures on this Application and on the Continuation Shoot
                that
                are changed to conform to the amount
                certified.)

            	 


    

    


    
      	
              ARCHITECT:

            	 	 	 
	
              By:

            	 	 	
              Date:

            	 
	 	 	 	 	 


    

    


    This
      Certificate is not negotiable. The AMOUNT CERTIFIED is payable only to the
      Contractor named herein. Issuance, payment and acceptance of payment are without
      prejudice
      to any rights of the Owner or Contractor under this
      Contract.

     

    
      /s/
        RSR

      /s/
        EJO



    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Tollgate
                Parking Structure Phase II

            	 	 	 
	
              APPLICATION
                AND CERTIFICATE FOR PAYMENT (Schedule of Values), containing Contractor's
                signed Certification, is attached.

            	 	
              APPLICATION
                NO.:

            	
              0

            
	
              In
                tabulations below, amounts are stated to the nearest
                dollar.

            	 	 	
              January
                0,1900

            
	
              Use
                Column I on Contracts where variable retainage for line items may
                apply.

            	 	 	
              January
                0,1900

            


    

    


    


    
      	
              A

            	
              B

            	
              C

            	
              D

            	
              E

            	
              F

            	
              G

            	
              H

            	
              I

            
	
              Item
                No.

            	
              DESCRIPTION
                OF WORK

            	
              SCHEDULED
                VALUE

            	
              WORK
                COMPLETED

            	
              MATERIALS
                PRESENTLY
                STORED
                (NOT
                IN D
                OR E)

            	
              TOTAL
                COMPLETED
                AND
                STORED TO
                DATE (D+E+F)

            	
              %
                (G/C)

            	
              BALANCE
                TO
                FINISH
                (C-G)

            	
              RETAINAGE
                0.0%

            
	
              FROM
                PREVIOUS APPLICATION
                (D
                + E)

            	
              THIS
                PERIOD

            
	 	 	 	 	 	 	 	 	 	 
	
              1

            	
              General
                Conditions 

            	
              $
                380,907

            	 	 	 	
              0.00

            	
              0%

            	
              $
                380,907

            	
              $0

            
	
              3

            	
              Contractors
                Contingency 

            	
              200,000
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              200,000
                

            	
              $0
                

            
	
              4

            	
              Liability
                Insurance 

            	
              96,047
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              96,047
                

            	
              $0
                

            
	
              5

            	
              Builder's
                Risk Insurance 

            	
              0
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              -
                

            	
              $0
                

            
	
              6

            	
              subcontrct
                bonds 

            	
              39,791
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              39,791
                

            	
              $0
                

            
	
              7

            	
              use
                tax 

            	
              152,000
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              152,000
                

            	
              $0
                

            
	
              8

            	
              Fee
                

            	
              352,749
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              352,749
                

            	
              $0
                

            
	
              9

            	
              Final
                Clean 

            	
              28,551
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              28,551
                

            	
              $0
                

            
	
              10

            	
              Weather
                Conditions 

            	
              80,000
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              80,000
                

            	
              $0
                

            
	
              11

            	
              Surveying
                

            	
              20,000
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              20,000
                

            	
              $0
                

            
	
              12

            	
              Shoring
                

            	
              445,375
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              445,375
                

            	
              $0
                

            
	
              13

            	
              Caisons
                

            	
              400,020
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              400,020
                

            	
              $0
                

            
	
              14

            	
              Site
                Concrete 

            	
              76,553
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              76,553
                

            	
              $0
                

            
	
              15

            	
              Excavation
                

            	
              362,307
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              362,307
                

            	
              $0
                

            
	
              16

            	
              Site
                utilities 

            	
              58,760
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              58,760
                

            	
              $0
                

            
	
              17

            	
              Asphalt
                Paving & Striping 

            	
              94,624
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              94,624
                

            	
              $0
                

            
	
              18

            	
              Landscaping
                

            	
              0
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              -
                

            	
              $0
                

            
	
              19

            	
              Precast
                concrete 

            	
              2,487,500
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              2,487,500
                

            	
              $0
                

            
	
              20

            	
              Concrete
                Foundation 

            	
              665,000
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              665,000
                

            	
              $0
                

            
	
              21

            	
              Concrete
                flatwork 

            	
              542,541
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              542,541
                

            	
              $0
                

            
	
              22

            	
              Masonry
                

            	
              531,191
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              531,191
                

            	
              $0
                

            
	
              23

            	
              Structural
                steel & siding 

            	
              409,192
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              409,192
                

            	
              $0
                

            
	
              24

            	
              Rough
                & Finish Carpentry 

            	
              114,029
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              114,029
                

            	
              $0
                

            
	
              25

            	
              Waterproofing
                

            	
              134,651
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              134,651
                

            	
              $0
                

            
	
              26

            	
              Insulation
                

            	
              1,890
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              1,890
                

            	
              $0
                

            
	
              27

            	
              Caulking
                

            	
              14,240
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              14,240
                

            	
              $0
                

            
	
              28

            	
              Roofing
                

            	
              216,680
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              216,680
                

            	
              $0
                

            
	
              29

            	
              Storefront
                glazing 

            	
              84,600
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              84,600
                

            	
              $0
                

            
	
              30

            	
              Doors
                & trim 

            	
              58,184
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              58,184
                

            	
              $0
                

            
	
              31

            	
              Drywall
                

            	
              58,980
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              58,980
                

            	
              $0
                

            
	
              32

            	
              Ceiling
                

            	
              7,160
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              7,160
                

            	
              $0
                

            
	
              33

            	
              Flooring
                & Tile 

            	
              14,570
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              14,570
                

            	
              $0
                

            
	
              34

            	
              Painting
                

            	
              42,730
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              42,730
                

            	
              $0
                

            
	
              35

            	
              Awnings
                

            	
              14,318
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              14,318
                

            	
              $0
                

            
	
              36

            	
              Signage
                Allowance 

            	
              3,900
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              3,900
                

            	
              $0
                

            
	
              37

            	
              Elevators
                

            	
              210,000
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              210,000
                

            	
              $0
                

            
	
              38

            	
              Fire
                Protection 

            	
              128,319
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              128,319
                

            	
              $0
                

            
	
              39

            	
              Plumbing
                

            	
              90,200
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              90,200
                

            	
              $0
                

            
	
              40

            	
              HVAC
                

            	
              76,700
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              76,700
                

            	
              $0
                

            
	
              41

            	
              Electrical
                

            	
              285,361
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              285,361
                

            	
              $0
                

            
	
              42

            	
              MSE
                Wall @ Switchgear Pad(Allowance) 

            	
              50,000
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              $50,000
                

            	 
	
              43

            	
              Relocate
                Water Service-NE Adjacent Property (Allowance) 

            	
              10,000
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              $10,000
                

            	 
	
              44

            	
              Lease
                Adjacent Property (Allowance) 

            	
              20,000
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              $20,000
                

            	 
	
              45

            	
              Additional
                GCs For Project Delay (Allowance) 

            	
              42.000
                

            	 	 	 	
              0.00
                

            	
              0%
                

            	
              $42,000
                

            	 


    

    
      /s/
        RSR

      /s/
        EJO



    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Tollgate
                Parking Structure Phase II

            	 	 	 
	
              APPLICATION
                AND CERTIFICATE FOR PAYMENT (Schedule of Values), containing Contractor's
                signed Certification, is attached.

            	 	
              APPLICATION
                NO.:

            	
              0

            
	
              In
                tabulations below, amounts are stated to the nearest
                dollar.

            	 	 	
              January
                0,1900

            
	
              Use
                Column I on Contracts where variable retainage for line items may
                apply.

            	 	 	
              January
                0,1900

            


    

    


    


    


    
      	
              A

            	
              B

            	
              C

            	
              D

            	
              E

            	
              F

            	
              G

            	
              H

            	
              I

            
	
              Item
                No.

            	
              DESCRIPTION
                OF WORK

            	
              SCHEDULED
                VALUE

            	
              WORK
                COMPLETED

            	
              MATERIALS
                PRESENTLY
                STORED
                (NOT
                IN D
                OR E)

            	
              TOTAL
                COMPLETED
                AND
                STORED TO
                DATE (D+E+F)

            	
              %
                (G/C)

            	
              BALANCE
                TO
                FINISH
                (C-G)

            	
              RETAINAGE
                0.0%

            
	
              FROM
                PREVIOUS APPLICATION
                (D
                + E)

            	
              THIS
                PERIOD

            
	 	
              TOTAL

            	
              $
                9,101,620

            	
              0.00

            	
              0.00

            	
              0.00

            	
              0.00

            	
              0%

            	
              $
                9,101,620

            	
              $0

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      "C"

    Soft
      Cost Checklist

    


    OWNER
      / CONTRACTOR / ARCHITECT

    SOFT
      COST RESPONSIBILITY CHECKLIST

    


    
      	
              DATE:
                June 6, 2005

            	
              PROJECT:
                Tollgate Casino Parking Structure Phase II

            
	
              LOCATION:
                Central City, Colorado

            	 
	
              OWNER:
                Century Casinos

            	 
	 	 
	
              Architect:
                Ivins Design Group

            	 


    

    


    
      	
              #

            	
              OWNER

            	
              CFC

            	
              ARCHITECT

            	
              DESCRIPTION

            	 
	 	 	 	 	 	 
	 	
              DEVELOPMENT
                & FINANCE

            	 
	 	 	 	 	 	 
	
              1

            	
              X

            	 	 	
              DEVELOPMENT
                CONSULTANT FEES 

            	 
	
              2

            	
              X

            	 	 	
              SURVEYING
                FOR PROJECT DESIGN 

            	 
	
              3

            	
              X

            	 	 	
              TOPOGRAPHICAL
                MAPPING 

            	 
	
              4

            	
              X

            	 	 	
              SURVEYING
                FOR PROJECT PLAT 

            	 
	
              5

            	
              X

            	 	 	
              ENVIRONMENTAL
                PHASE I REPORT FEES 

            	 
	
              6

            	
              X

            	 	 	
              ENVIRONMENTAL
                PHASE II REPORT FEES 

            	 
	
              7

            	
              X

            	 	 	
              RECORDING
                FEES 

            	 
	
              8

            	
              X

            	 	 	
              CONDOMINIUM
                MAP 

            	 
	
              9

            	
              X

            	 	 	
              SOILS
                INVESTIGATION 

            	 
	
              10

            	
              X

            	 	 	
              ELECTRICAL
                UTILITIES - PRIMARY 

            	 
	
              11

            	
              X

            	 	 	
              ELECTRICAL
                METERS - By Utility Company 

            	 
	
              12

            	
              X

            	 	 	
              NATURAL
                GAS MAIN TO METERS 

            	 
	
              13

            	
              X

            	 	 	
              NATURAL
                GAS METERS - By Utility Company 

            	 
	
              14

            	
              X

            	 	 	
              TELEPHONE
                UTILITIES - PRIMARY BACKBONE 

            	 
	
              15

            	
              X

            	 	 	
              CABLE
                TV - PRIMARY BACKBONE 

            	 
	
              16

            	
              X

            	 	 	
              WATER
                TAP FEES 

            	 
	
              17

            	
              X

            	 	 	
              WATER
                TAP INSPECTION FEES 

            	 
	
              18

            	
              X

            	 	 	
              SEWER
                TAP FEES 

            	 
	
              19

            	
              X

            	 	 	
              SEWER
                TAP INSPECTION FEES 

            	 
	
              20

            	
              X

            	 	 	
              SEWER
                STANDBY FEES 

            	 
	
              21

            	
              X

            	 	 	
              OPEN
                SPACE FEES 

            	 
	
              22

            	
              X

            	 	 	
              LAND
                DEDICATION FEE 

            	 
	
              23

            	
              X

            	 	 	
              SUBDIVISION
                APPROVAL FEE 

            	 
	
              24

            	
              X

            	 	 	
              PUD
                APPROVAL FEE 

            	 
	
              25

            	
              X

            	 	 	
              SITE
                PLAN APPROVAL FEE 

            	 
	
              26

            	
              X

            	 	 	
              PASS
                THROUGH ACCOUNT 

            	 
	
              27

            	
              X

            	 	 	
              IMPACT
                FEES 

            	 
	
              28

            	
              X

            	 	 	
              LANDSCAPE
                BOND 

            	 
	
              29

            	
              X

            	 	 	
              ADVERTISING
                

            	 
	
              30

            	
              X

            	 	 	
              MARKET
                STUDY 

            	 
	
              31

            	
              X

            	 	 	
              MARKETING
                LABOR 

            	 
	
              32

            	
              X

            	 	 	
              MARKETING
                BROCHURES 

            	 
	
              33

            	
              X

            	 	 	
              MARKETING
                PHOTOGRAPHY 

            	 
	
              34

            	
              X

            	 	 	
              LEGAL
                FEES 

            	 
	
              35

            	
              X

            	 	 	
              CPA
                FEES 

            	 
	
              36

            	
              X

            	 	 	
              APPRAISAL
                FEES 

            	 
	
              37

            	
              X

            	 	 	
              REAL
                ESTATE TAXES 

            	 
	
              38

            	
              X

            	 	 	
              BOND
                FEES (FINANCING BONDS) 

            	 
	
              39

            	
              X

            	 	 	
              CONSTRUCTION
                LOAN COMMITMENT FEE 

            	 
	
              40

            	
              X

            	 	 	
              CONSTRUCTION
                LOAN INTEREST 

            	 
	
              41

            	
              X

            	 	 	
              LETTER
                OF CREDIT COMMITMENT FEE 

            	 
	
              42

            	
              X

            	 	 	
              PERMANENT
                COMMITMENT FEE 

            	 
	
              43

            	
              X

            	 	 	
              MORTGAGE
                BROKER FEE 

            	 
	
              44

            	
              X

            	 	 	
              TITLE
                INSURANCE/CLOSING COSTS 

            	 
	
              45

            	
              X

            	 	 	
              MODEL
                

            	 
	
              46

            	
              X

            	 	 	
              HOMEOWNERS
                ASSOCIATION START UP 

            	 


    

    


    
      /s/
        RSR

      /s/
        EJO



    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      "C"

    Soft
      Cost Checklist

    


    OWNER
      / CONTRACTOR / ARCHITECT

    SOFT
      COST RESPONSIBILITY CHECKLIST

    


    
      	
              DATE:
                June 6, 2005

            	
              PROJECT:
                Tollgate Casino Parking Structure Phase II

            
	
              LOCATION:
                Central City, Colorado

            	 
	
              OWNER:
                Century Casinos

            	 
	 	 
	
              Architect:
                Ivins Design Group

            	 


    

    


    
      	
              #

            	
              OWNER

            	
              CFG
                

            	
              ARCHITECT

            	
              DESCRIPTION
                

            	 
	
              47

            	
              X

            	 	 	
              PRE-SALES
                / BROKER FEES 

            	 
	
              48

            	
              X

            	 	 	
              ASBESTOS
                STUDY 

            	 
	
              49

            	
              X

            	 	 	
              ASBESTOS
                REMOVAL 

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
              DESIGN

            	 
	 	 	 	 	 	 
	
              1

            	
              X

            	 	 	
              ARCHITECTURAL
                DESIGN FEES 

            	 
	
              2

            	
              X

            	 	 	
              ARCHITECTURAL
                CONTRACT ADMINISTRATION (C.A.) 

            	 
	
              3

            	 	 	
              X

            	
              E&O
                INSURANCE 

            	 
	
              4

            	
              X

            	 	 	
              CIVIL
                ENGINEER DESIGN FEES 

            	 
	
              5

            	
              X

            	 	 	
              CIVIL
                ENGINEER C.A. 

            	 
	
              6

            	 	 	
              X

            	
              STRUCTURAL
                ENGINEER DESIGN FEES 

            	 
	
              7

            	 	 	
              X

            	
              STRUCTURAL
                ENGINEER C. A. 

            	 
	
              8

            	 	 	
              X

            	
              MECHANICAL
                ENGINEER DESIGN FEES 

            	 
	
              9

            	 	 	
              X

            	
              MECHANICAL
                ENGINEER C. A. 

            	 
	
              10

            	 	 	
              X

            	
              ELECTRICAL
                ENGINEER DESIGN FEES 

            	 
	
              11

            	 	 	
              X

            	
              ELECTRICAL
                ENGINEER C. A. 

            	 
	
              12

            	 	 	
              X

            	
              TRAFFIC
                ENGINEERING FEES 

            	 
	
              13

            	 	 	
              X

            	
              SPECIFICATION
                WRITER FEES 

            	 
	
              14

            	 	 	
              X

            	
              LANDSCAPING
                DESIGN FEES 

            	 
	
              15

            	
              X

            	 	 	
              CONSTRUCTION
                DOCUMENTS PLAN AND SPEC PRINTING FEES 

            	 
	
              16

            	 	 	
              X

            	
              COMPREHENSIVE
                SIGN PLAN DESIGN 

            	 
	
              17

            	 	 	
              X

            	
              GREEN
                DESIGN CONSULTANT FEES 

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
              PERMITS

            	 
	 	 	 	 	 	 
	
              1

            	
              X

            	 	 	
              BUILDING
                PERMIT - GENERAL CONTRACTOR 

            	 
	
              2

            	
              X

            	 	 	
              BUILDING
                DEPT. PLAN CHECK FEES 

            	 
	
              3

            	
              X

            	 	 	
              GRADING/EXCAV
                PERMIT 

            	 
	
              4

            	
              X

            	 	 	
              FOUNDATION
                PERMIT 

            	 
	
              5

            	
              X

            	 	 	
              FIRE
                DEPT. PLAN CHECK FEES 

            	 
	
              6

            	
              X

            	 	 	
              FIRE
                DEPARTMENT PERMIT 

            	 
	
              7

            	
              X

            	 	 	
              MECHANICAL
                PERMIT 

            	 
	
              8

            	
              X

            	 	 	
              ELECTRICAL
                PERMIT 

            	 
	
              9

            	
              X

            	 	 	
              FIRE
                SPRINK PERMIT 

            	 
	
              10

            	
              X

            	 	 	
              WASTEWATER
                PERMIT 

            	 
	
              11

            	
              X

            	 	 	
              SEPTIC
                SYSTEM PERMIT 

            	 
	
              12

            	
              X

            	 	 	
              STREET
                / WALK OCCUPANCY PERMIT 

            	 
	
              13

            	
              X

            	 	 	
              STORMWATER
                MANAGEMENT PLAN 

            	 


    

     

    
      /s/
        RSR

      /s/
        EJO


    

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      "C"

    Soft
      Cost Checklist

    


    OWNER
      / CONTRACTOR / ARCHITECT

    SOFT
      COST RESPONSIBILITY CHECKLIST

    


    
      	
              DATE:
                June 6, 2005

            	
              PROJECT:
                Tollgate Casino Parking Structure Phase II

            
	
              LOCATION:
                Central City, Colorado

            	 
	
              OWNER:
                Century Casinos

            	 
	 	 
	
              Architect:
                Ivins Design Group

            	 


    

    


    


    
      	
              #

            	
              OWNER

            	
              CFC

            	
              ARCHITECT

            	
              DESCRIPTION

            	 
	
              14

            	
              X

            	 	 	
              CONSTRUCTION
                STORMWATER DISCHARGE PERMIT 

            	 
	
              15

            	
              X

            	 	 	
              CURB
                CUT / STREET CUT PERMIT 

            	 
	
              16

            	
              X

            	 	 	
              CDoT
                PERMITS OR FEES 

            	 
	
              17

            	
              X

            	 	 	
              ARMY
                CORP. OF ENGINEERS 404 PERMIT FEES 

            	 
	
              18

            	
              X

            	 	 	
              404
                ENVIRONMENTAL MITIGATION REQUIREMENTS 

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
              PRECONSTRUCTION
                SERVICES

            	 
	 	 	 	 	 	 
	
              1

            	 	
              X

            	 	
              PRECONSTRUCTION
                SERVICES 

            	 
	
              2

            	
              X

            	 	 	
              PLAN
                PRINTING DURING PRECON 

            	 
	
              3

            	
              X

            	 	 	
              OPTIONS
                / UPGRADES PROGRAM 

            	 
	
              4

            	 	
              X

            	 	
              SPECIAL
                CONSULTANT SELECTION 

            	 
	
              5

            	 	
              X

            	 	
              SITE
                SELECTION RECOMMENDATIONS 

            	
              NA

            
	
              6

            	 	
              X

            	 	
              REVIEW
                DESIGN CONCEPTS 

            	 
	
              7

            	 	
              X

            	 	
              DEVELOP
                BID PACKAGES/SUBCONTRACTING STRATEGY 

            	 
	
              8

            	 	
              X

            	 	
              SITE
                USE RECOMMENDATIONS 

            	
              NA

            
	
              9

            	 	
              X

            	 	
              MATERIAL
                SELECTION RECOMMENDATIONS 

            	 
	
              10

            	 	
              X

            	 	
              BUILDINGS
                SYSTEMS RECOMMENDATONS 

            	 
	
              11

            	 	
              X

            	 	
              BUILDING
                EQUIPMENT RECOMMENDATIONS (MOVEABLE) 

            	 
	
              12

            	 	
              X

            	 	
              BUILDING
                EQUIPMENT RECOMMENDATIONS (FIXED) 

            	 
	
              13

            	 	
              X

            	 	
              CONSTRUCTION
                FEASIBILITY RECOMMENDATIONS 

            	 
	
              14

            	 	
              X

            	 	
              PROJECT
                MASTER SCHEDULING 

            	 
	
              15

            	 	
              X

            	 	
              BID
                PACKAGE RECOMMENDATIONS 

            	 
	
              16

            	 	
              X

            	 	
              INFORMAL
                AND FORMAL VALUE ENGINEERING 

            	 
	
              17

            	 	
              X

            	 	
              PRELIMINARY
                TOTAL COST FEASIBILITY REVIEW 

            	 
	
              18

            	 	
              X

            	 	
              TOTAL
                PROJECT COST BUDGET 

            	 
	
              19

            	 	
              X

            	 	
              CONSTRUCTION
                COST BUDGET 

            	 
	
              20

            	 	
              X

            	 	
              CONCEPTUAL
                ESTIMATES 

            	 
	
              21

            	 	
              X

            	 	
              PRELIMINARY
                COST MODEL 

            	 
	
              22

            	 	
              X

            	 	
              SCHEMATIC
                DESIGN PHASE ESTIMATES 

            	 
	
              23

            	 	
              X

            	 	
              DESIGN
                DEVELOPMENT PHASE ESTIMATES 

            	 
	
              24

            	 	
              X

            	 	
              BID
                PACKAGE/SUBCONTRACT ESTIMATES 

            	 
	
              25

            	 	
              X

            	 	
              CASH
                FLOW PROJECTIONS 

            	 
	
              26

            	 	
              X

            	 	
              PHASE
                FUNDING MODELING 

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
              CONSTRUCTION
                CONTRACT

            	 
	 	 	 	 	 	 
	
              1

            	 	
              X

            	 	
              CONSTRUCTION
                SURVEYING 

            	 


    

    


     

    
      /s/
        RSR

      /s/
        EJO



    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      "C"

    Soft
      Cost Checklist

    


    OWNER
      / CONTRACTOR / ARCHITECT

    SOFT
      COST RESPONSIBILITY CHECKLIST

    


    
      	
              DATE:
                June 6, 2005

            	
              PROJECT:
                Tollgate Casino Parking Structure Phase II

            
	
              LOCATION:
                Central City, Colorado

            	 
	
              OWNER:
                Century Casinos

            	 
	 	 
	
              Architect:
                Ivins Design Group

            	 


    

    


    
      	
              #

            	
              OWNER

            	
              CFC

            	
              ARCHITECT

            	
              DESCRIPTION

            	 
	
              2

            	
              X

            	 	 	
              COMPACTION
                TESTING

            	 
	
              3

            	
              X

            	 	 	
              CONCRETE
                TESTING AND REINFORCING STEEL INSPECTION

            	 
	
              4

            	
              X

            	 	 	
              ASPHALT
                TESTING

            	 
	
              5

            	
              X

            	 	 	
              SPECIAL
                INSPECTIONS

            	 
	
              6

            	 	
              X

            	 	
              WATER
                & SEWER AS BUILTS

            	 
	
              7

            	 	
              X

            	 	
              BUILDING
                AS BUILTS

            	 
	
              8

            	 	
              X

            	 	
              ELECTRICAL
                UTILITIES - SECONDARY

            	 
	
              9

            	 	
              X

            	 	
              TELEPHONE
                UTILITIES - PEDESTAL TO BUILDINGS

            	 
	
              10

            	
              N/A

            	 	 	
              CABLE
                TV - PEDESTAL TO BUILDINGS

            	 
	
              11

            	
              N/A

            	 	 	
              WATER
                METER(S)

            	 
	
              12

            	
              X

            	 	 	
              INDIVIDUAL
                UNIT GAS, ELECTRIC & WATER METERS

            	 
	
              13

            	
              X

            	 	 	
              LANDSCAPE
                MAINTENANCE AFTER OWNER ACCEPTANCE

            	 
	
              14

            	 	
              X

            	 	
              WEATHER
                CONDITIONS COST

            	 
	
              15

            	
              X

            	 	 	
              BUILDERS
                RISK INSURANCE

            	 
	
              16

            	 	
              X

            	 	
              GENERAL
                LIABILITY INSURANCE

            	 
	
              17

            	 	
              EXCL

            	 	
              PERFORMANCE/PAYMENT
                BOND

            	 
	
              18

            	 	
              X

            	 	
              CONSTRUCTION
                SIGNAGE

            	 
	
              19

            	 	
              X

            	 	
              PERMANENT
                SIGNAGE

            	 
	
              20

            	 	 	 	
              COST
                CERTIFICATION-HUD PROJECTS

            	
              NA

            
	
              21

            	 	 	 	
              AS-BUILT
                SURVEY-HUD PROJECTS

            	
              NA

            
	
              22

            	
              X

            	 	 	
              BOUNDARY
                SURVEY

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
              MISC/ WARRANTY

            	 
	 	 	 	 	 	 
	
              1

            	 	
              X

            	 	
              1
                YEAR WARRANTY PER CONTRACT

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    


    
      /s/
        RSR

      /s/
        EJO



    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      "D"

    Tollgate
      Casino, Parking Structure, Phase II

    


    List
      of Allowance Items

    


    
      	
              Signage
                for interior garage signs. 

            	
              $3,900 

            
	 	 
	
              Weather
                protection and temp heat. 

            	
              $80,000 

            
	 	 
	
              Cost
                to run secondary power conduit and communication
                conduit from casino to garage. 

            	
              $20,000 

            
	 	 
	
              Asphalt
                Demolition and paving on Spring Street. 

            	
              $47,420 

            
	 	 
	
              Import
                and export of soils. 

            	
              $136,095 

            
	 	 
	
              MSB
                Wall @ Switchgear Pad 

            	
              $50,000 

            
	 	 
	
              Relocate
                Water Service-NE Adjacent Property 

            	
              $10,000 

            
	 	 
	
              Lease
                adjacent Property 

            	
              $20,000 

            
	 	 
	
              Additional
                General Conditions for project delay 

            	
              $42,000 

            


    

    


    
      /s/
        RSR

      /s/
        EJO



    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      "E"

    ADDITIONAL
      PROVISIONS

    GENERAL
      CONTRACT COST PLUS A FEE WITH A GMP, A111 - 2001

    


    
      	
              1.

            	
              Effect
                of Additional Provisions.
                These Additional Provisions control over conflicting portions of
                the
                attached
                A111 (the Contract Form), the A201 General Conditions (the General
                Conditions), and other Contract
                Documents.

            


    

    


    
      	
              2.

            	
              Additional
                General Conditions.
                The General Conditions for this project shall be AIA A201,1997, subject
                to
                modification as set forth herein.

            


    

    


    
      	
              3.

            	
              Architect
                Role.
                The Architect shall advise and assist the Owner in accordance with
                the
                Agreement between the
                Owner and Architect. The Architect shall determine or certify any
                claim
                between the Owner and Contractor.
                However, the Architect shall not have authority either conclusively
                or on
                an interim basis, to determine
                or certify any issue between the Owner and Contractor, including,
                but not
                limited to: the amount properly
                due in connection with any progress payment or final payment, proper
                costs
                chargeable to the Project; and the proper amount of any change or
                any
                adjustment to the Contract Sum or Contract Time. Neither party shall
                be
                required to submit any issue other than a claim to the Architect.
                A
                decision, recommendation
                or certificate by the Architect shall not be a condition precedent
                to or
                requirement for any claim,
                right or obligation under the Contract or for any mediation, arbitration
                or other remedy. Article 3.1.3
                of the AIA 201 is deleted

            


    

    


    
      	
              4.

            	
              Building
                Permit.
                The Owner shall secure and pay for all building permits, land use
                approvals, approvals from
                any government agency and other permits and approvals necessary to
                perform
                the Work. If the Owner
                does not secure such permits and approvals within the time periods
                required in order to perform the work on a timely basis, the Contractor
                shall be entitled to an appropriate adjustment to the Contract Sum
                or
                Contract
                Time.

            


    

    


    
      	
              5.

            	
              Changes.
                Unless otherwise agreed, additive change orders shall increase the
                Contract Sum by the cost of the work, including the cost of any associated
                design work plus a contractor's fee of four percent (4%) (or such
                other change order fee as may be stated in the Contract documents)
                and
                deductive change orders shall reduce
                the Contract Sum only by the cost of the work associated with the
                deduction. For deductive changes,
                the profit, overhead or fee associated with the subject work shall
                not be
                utilized in calculating the reduction to the Contract Sum. The Contract
                Time shall be extended to reflect the impacts of any changes. Change
                Orders signed by the parties shall not be deemed to address the cumulative
                impacts on the Contract Sum
                or Contract Time of numerous change orders, and such cumulative impacts
                may be the subject of appropriate claim proceedings by Contractor.
                If, in
                connection with any change, the parties have not agreed
                on the amount properly due in connection with the change or the
                adjustment, if any, to the Contract Time
                resulting from such change, or otherwise have not finalized a change
                order, the Contractor may nonetheless
                submit payment requests for change order work performed and materials
                delivered as part of the normal payment process, and the Owner shall
                in
                good faith pay the undisputed portion of the change order
                work and materials in accordance with the provisions hereof for progress
                and final payments. If Owner
                requests a proposal for a change in the Work and subsequently elects
                not
                to proceed with the change,
                a Change Order shall be issued to reimburse Contractor for reasonable
                costs incurred for estimating services
                involved in the preparation of proposed revisions to the
                Contract.

            


    

    


    
      	
              6

            	
              Change
                Directives.
                The Owner may utilize Construction Change Directives to direct changes
                in
                the work without
                Contractor's written agreement only to the extent that the aggregate
                costs
                for all pending Construction
                Change Directive work does not exceed $5,000. Contractor may refuse
                to
                perform any Construction
                Change Directive where the anticipated costs associated with such
                Construction Change

            


    

     

     

    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Directive,
      together with incurred or projected costs on other Construction Change
      Directives will exceed-$ 5,000.00.
      Work initiated by Construction Change Directive but subsequently covered by
      an
      executed Change
      Order shall not be included in such computation, provided that such Change
      Order
      is paid on a timely basis. In addition, for work performed under Change
      Directive, Owner shall pay Contractor's costs of such work plus the applicable
      fee (less retainage as provided herein) as part of the regular progress
payment
      process pending finalization of a Change Order adjusting the Contract
      Sum.

    


    
      	
              7

            	
              Miscellaneous
                Site/Design Issues.
                With respect to Contractor's review of contract documents, design
                documents,
                field conditions and submittals under Article 3 of the General Conditions,
                Contractor shall perform
                only such review as is reasonable and customary in the industry.
                Contractor is entitled to perform the
                Work in accordance with submittals approved by the Architect. Contractor
                shall not be obligated to perform
                any design, architectural or engineering services unless, and only
                to the
                extent, such services are specifically
                required to be performed by Contractor by Contract Documents other
                than
                the General Conditions.
                Any such design, architectural or engineering services required of
                Contractor shall be performed
                according to reasonable standards of care applicable to such professional
                services. Contractor shall
                not be responsible for the safety or adequacy of means, methods,
                techniques, sequences and procedures
                for the work specified in the Contract
                Documents.

            


    

    


    
      	
              8.

            	
              Time
                of Performance.
                Contractor will endeavor to substantially complete the work as required,
                subject to and conditioned on the delivery of the Notice to Proceed,
                final
                construction plans and the issuance of all required
                building permits and approvals as specified. The Contract Time and
                Contract Sum shall be adjusted
                to reflect the impacts of design and permit delays, material increases
                in
                the general scope of the project,
                changes, delays attributable to the Owner, Architect, and other factors
                beyond Contractor's reasonable control. Owner recognizes that the
                failure
                to provide final plans and all required building permits
                within the time set forth above will have a significant impact on
                project
                time and costs, in particular because of the potential for procurement
                delays and winter conditions.

            


    

    


    
      	
              10.

            	
              Insurance.
                To
                the extent Contractor provides Builder's Risk or other insurance
                applicable to the Project, the Contractor shall pay the deductible
                associated with any claim. Contractor's insurance obligations shall
                be
                as set forth in the Insurance Requirements Exhibit, rather than those
                in
                the General Conditions.

            


    

    


    11.         
      Drawings.
      Owner
      shall have the responsibility to procure timely responses from the Architect
      to
      Contractor's and
      Subcontractors' requests for information or clarification regarding the drawings
      or other aspects of the design or design intent. Owner acknowledges that the
      failure to provide timely responses to such requests may have a material impact
      on the progress of the Work. Contractor shall be entitled to an appropriate
      adjustment in the Contract Sum or Contract Time from any failure to provide
      such
      requested information within a time frame consistent with the project
      schedule.

    


    
      	
              12.

            	
              Schedule
                of Values.
                The Contract Sum is effective with respect to the total cost of the
                work
                for the entire project
                A schedule of values itemizing the categories of work constituting
                the
                project, if not already established,
                shall be developed and agreed to by the parties. The schedule of
                values is
                informational only as
                a reference for billing and evaluation. However, actual costs in
                a
                category may vary from and exceed the scheduled value for that category,
                and the scheduled value for a category shall not be construed as
                a limit
                to the
                costs that may be incurred in that
                category.

            


    

    


    
      	
              13

            	
              Contractor's
                Contingency.
                The schedule of values and Contract Sum shall include a contractor's
                contingency which contingency is for the sole use and benefit of
                the
                Contractor. Contractor may use the contingency for
                any purpose relating to the project, including: cost overruns; delays;
                or;
                labor disputes; material or equipment price changes; and any other
                cost
                incurred by contractor in connection with the project Owner recognizes
                that the contingency reflects the problems inherent in a project
                of this
                scale and that the Contract Sum
                is based in part on the availability of this contingency. The Contractor's
                contingency is not available for
                use by or for the benefit of the Owner or any other party, and shall
                not
                be used to cover: changes to the work;
                design revisions or problems; delays or interference of the Owner
                Architect or third parties for
                which

            


    

     

     

    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Contractor
      is not responsible; matters related to land use proceedings; unknown conditions;
      allowance adjustments;
      unusually severe weather; or similar items for which Contractor is not
      responsible. The unused
      contingency will not be part of the shared savings should the final cost be
      less
      than the GMP.

    


    
      	
              14.

            	
              Allowances.
                The Contract Sum may include allowances as identified in the Allowance
                Exhibit or other Contract
                Documents. The allowances are inserted to reflect costs in categories
                that
                have not been determined
                at the present time. Actual costs will depend on future decisions
                and
                selections, and may vary substantially
                from the allowance figures. The Allowances should not be viewed as
                a
                representation regarding
                what the costs will actually be. On all allowance items, Contractor
                shall
                be entitled to his actual cost, the contract amount currently includes
                fee
                on the allowance amounts.. Where actual costs exceed the allowance,
                the Contract Sum shall be increased by the added cost plus the
                Contractor's Fee on those added costs;
                where actual costs are less than the allowance, the Contract Sum
                shall be
                reduced by the amount by which
                the actual costs are less than the allowance plus a reduction in
                the
                contractors fee in an amount equal
                to 4% of of the amount that the actual cost is less than the
                allowance.

            


    

    


    
      	
              15.

            	
              Labor
                Rates.
                Rates for project personnel are set forth in the Labor Rate Exhibit
                L. The
                time actually spent by
                such personnel on work or tasks related to the project shall be charged
                as
                a cost of the work at the hourly rates
                specified in Exhibit L. For the referenced personnel, these rates
                shall be
                used instead of actual costs and the other provisions of Article
                7 of the
                Contract Form shall not apply. The parties have agreed to use these
                rates
                in part because of the difficulty and expense of determining actual
                labor
                costs. The labor rates cover
                all wages, salaries, vacation or sick time, burden and direct or
                indirect
                expense associated with such labor.
                Contractor shall be entitled to revise said rates 12 months after
                the
                commencement date, provided that
                any increase is consistent with (i) standard rates charged by Contractor,
                and (ii) increases in construction
                labor rates in the local market generally. Notwithstanding the provisions
                of Articles 7 and 8 of the
                Contract Form, costs of personnel at Contractor's principal office
                or
                other offices performing tasks specifically
                related to the project shall be a recoverable project cost at the
                specified rates.

            


    

    


    
      	
              16.

            	
              Equipment
                Rates.
                Rates for equipment owned by Contractor (but not subcontractors)
                are
                attached hereto on the Equipment Rate Exhibit L. The time actually
                spent
                utilizing such equipment on the project shall be charged
                as a cost of the work at the rates specified in the Equipment Rate
                Exhibit. These rates shall be used
                instead of attempting to determine actual costs, and the other provisions
                of Article 7 of the Contract Form
                shall not apply. The parties have agreed to use these rates in part
                because of the difficulty and expense
                in determining actual costs. The equipment rates cover the acquisition
                of
                owned equipment, depreciation,
                major maintenance etc. but do not include the costs of transportation
                to
                and from the site, fuel, minor
                maintenance or the cost of associated operators. Contractor shall
                be
                entitled to revise said rates 12 months
                after the commencement, provided that any increase is consistent
                with (i)
                standard rates charged by Contractor,
                and (ii) increases in construction equipment rates in the local market
                generally.

            


    

    


    
      	
              17.

            	
              Progress
                Payments. Progress payments shall be calculated as
                follows:

            


    

    


    
      	 	
              A.

            	
              Take
                the value of the completed work through the date of the Application
                for
                Payment.

            


    

    


    
      	 	
              B.

            	
              Add
                the costs of materials and equipment delivered and suitably stored
                at the
                site for subsequent
                incorporation in the Work, or if approved in advance by the Owner,
                suitably stored
                off the site at a location agreed upon in
                writing.

            


    

    


    
      	 	
              C.

            	
              Add
                the Contractor's Fee based on value of the completed work and stored
                material and equipment,
                except as provided for in section 22 of this
                exhibit.

            


    

    


    
      	 	
              D.

            	
              Deduct
                retainage in the amount of 10% of cost billings related to
                subcontractors

            


    

    


    
      	 	
              E.

            	
              Deduct
                the aggregate of previous payment made by the
                Owner.

            


    

     

    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      

    

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Owner
      shall pay the balance so computed to Contractor.

    


    
      	
              18.

            	
              Documentation.
                The Application for Payment shall include information showing the
                costs
                incurred, and a
                calculation showing the amount due. The Application need not include
                underlying invoices or other cost
                documents, provided that Owner shall have access to such documents
                in
                accordance with Article 11 of the Contract Form. The costs and expenses
                associated with inspecting, auditing, copying or otherwise
                reviewing Contractor's cost data shall be a cost of the
                work.

            


    

    


    
      	
              19.

            	
              Materials
                Delivered to the Site.
                'Completed Work' for purposes of billing shall include materials
                stored
                on
                site for incorporation into the work or stored at an offsite location
                agreed to by Owner and Contractor.

            


    

    


    
      	
              20.

            	
              Warranty.

            


    

    


    
      	 	
              A.

            	
              For
                a period of one year after substantial completion, Contractor warrants
                that the Work will
                be free from defects not inherent in the quality required or permitted
                and
                that the Work
                will conform to the requirements of the Contract Documents. Work
                not
                conforming to
                these requirements, including substitutions not properly approved
                and
                authorized, may be
                considered defective. The Contractor's warranty excludes remedy for
                damage
                or defect
                caused by abuse, modifications not executed by the Contractor, improper
                or
                insufficient
                maintenance, improper operation, normal wear and tear and normal
                usages.

            


    

    


    
      	 	
              b.

            	
              Where
                the work is comprised of separate buildings or areas that, upon
                substantial completion
                of such building or areas, are separately used or occupied by owner,
                the
                one- year
                warranty period shall run from the date of substantial completion
                of such
                building or area.

            


    

    


    
      	 	
              C.

            	
              Owner
                shall provide Contractor written notice of any warranty claims within
                the
                one-year period,
                and Contractor shall have no responsibility for claims or defects
                for
                which such notice
                is not provided. Upon receipt of proper notice of claim, Contractor
                shall
                promptly repair
                or replace the defective work. Contractor shall, in its reasonable
                discretion, determine
                whether to repair or replace and the manner in which the work will
                be
                performed.
                Warranty work shall be performed to reasonable industry standards.
                Contractor's
                sole responsibility shall be to repair or replace the defective work,
                and
                Contractor
                shall have no responsibility for consequential or other
                damages.

            


    

    


    
      	 	
              D.

            	
              This
                warranty is in lieu of any other warranties or other remedy for defective
                work, express
                or implied and shall operate only for the benefit of the Owner and
                its
                successors in
                title.

            


    

    


    
      	
              21.

            	
              Default
                by Owner.

            


    

    


    
      	 	
              A.

            	
              Contractor
                shall be entitled to suspend further performance and extend the Contract
                Time in
                the event Owner is more than ten days late on any progress payment
                properly due. If the
                default is not cured within (15) Fifteen days of written notice from
                Contractor, Contractor
                may terminate the Contract. Cure shall require default interest at
                14% per
                annum.

            


    

    


    
      	 	
              B.

            	
              In
                the event of any default by delay, hindrance or other default by
                the
                Owner, other than those
                specifically addressed in Article 14.1 of the General Conditions,
                Contractor shall provide
                written notice specifying the default. If the default is not cured
                within
                15 days of the
                notice, the Contractor may pursue any remedy available at law or
                in
                equity, including, if applicable, termination for material
                default.

            


    

     

     

    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              22.

            	
              Retainage.

            


    

    


    
      	 	
              A

            	
              When
                the work is 50% complete, provided the Work is substantially in compliance
                with the
                Contract Documents and schedule, no further retainage shall be
                held.

            


    

    


    
      	 	
              B.

            	
              At
                Contractor's request, and provided the work is substantially in compliance
                with the Contract
                Documents and schedule, the Owner shall release retainage in an amount
                equal to
                subcontractor retainage for any subcontract that has been fully performed
                and accepted so that final payment can be made on said
                subcontract.

            


    

    


    
      	 	
              C.

            	
              Upon
                substantial completion, all retention shall be forthwith paid to
                Contractor, provided that
                Owner may withhold 150% of the estimated costs to complete punch
                list or
                other remaining
                work.

            


    

    


    
      	
              23.

            	
              Attorneys
                Fees.
                In
                the event of any dispute, the court or arbitrator(s) as the case
                may be
                shall have authority,
                in the sound exercise of discretion, to award costs and attorneys
                fees to
                the party whose position is
                substantially favored.

            


    

    


    
      	
              24.

            	
              Suspension
                for Convenience.
                Owner may not suspend the Project for convenience pursuant to Article
                14.3
                of the General Conditions for a period in excess of 60 days in the
                aggregate.

            


    

    


    
      	
              25.

            	
              Claims.
                Contractor shall provide written notice of any claims, including
                claims
                for adjustment to the Contract
                Sum or Contract Time, change orders, delays, concealed or unknown
                conditions, or other claim, within
                a reasonable time after the Contractor recognizes the condition giving
                rise to the Claim. Owner shall respond
                to any claim promptly and in good faith, and shall process any applicable
                change orders with due diligence.
                In accordance with paragraph 6, claim amounts that are not disputed
                shall
                be processed and paid in
                good faith pending overall resolution of the claim. Any obligation
                to
                continue performance shall be subject
                to Contractor's rights to terminate or suspend performance for Owner
                default.

            


    

    


    
      	
              26.

            	
              Indemnification.
                Indemnifications rights set forth in the Contract shall not apply
                to the
                extent that the indemnified
                party caused or contributed to the claim, loss, damage, or
                expense.

            


    

    


    
      	
              27.

            	
              Tests
                and Inspections.
                Unless otherwise stated in the Contract Documents, costs of tests,
                inspections and approvals
                shall be paid for by the Owner, except as specified in Article 12.2.1.1
                of
                the General Conditions.

            


    

    


    
      	
              28.

            	
              Interest.
                Interest on any unpaid amounts due Contractor shall accrue at the
                rate of
                14% compounded annually

            


    

    


    
      	
              29.

            	
              Overtime/Acceleration.
                The Contract Sum shall be adjusted to reflect overtime or other
                acceleration costs incurred
                by the Contractor, plus any applicable fee, in connection with any
                Leave
                in acceleration of the Project
                Schedule approved by Owner, Leave in Owners Agent. Nothing herein
                shall
                relieve the obligation of
                the Contractor to utilize such forces and work such hours as are
                necessary
                to complete the Contract Work in the Contract
                Time.

            


    

    


    
      	
              30.

            	
              Arbitration.
                Any claim, controversy or dispute hereunder shall be subject to binding
                arbitration at the election
                of the Contractor or Owner. Such election shall be made by Contractor
                or
                Owner at any time prior to
                litigation or within sixty days of the commencement of litigation
                by
                either party or service on the Contractor
                or Owner, whichever is later. In the event of such election, the
                arbitration shall be conducted before
                the American Arbitration Association under the Rules applicable to
                Construction Claims. The arbitration may be consolidated with other
                parties, claims or proceedings related to the project. If the Contractor
                or Owner does not elect arbitration, the claim, controversy or dispute
                shall be decided in a Court of
                competent jurisdiction. There shall be no contractual conditions
                precedent
                (including mediation) or time requirements
                to initiating arbitration or litigation, as the case may
                be.

            


    

     

     

    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      F

    Tollgate
      Parking Garage Phase II

    Inclusions,
      Exclusions and Clarifications

    


    Division
      1

    


    
      	 	
              •

            	
              Use
                tax is included in budget

            


    

    
      	 	
              •

            	
              Bond
                is excluded

            


    

    
      	 	
              •

            	
              Builders
                risk is by owner

            


    

    
      	 	
              •

            	
              Owner
                has all permits and plan check fees including state controlled
                permits

            


    

    


    Division
      2

    


    
      	 	
              •

            	
              Overexcavation
                and recompaction does not encroach into the shear plain of the
                wall
                - shoring only to the bottom of the
                wall.

            


    

    
      	 	
              •

            	
              Export
                of contaminated materials limited to 610 CY of super hot materials
                and
                2435 CY of hot materials.

            


    

    
      	 	
              •

            	
              No
                landscaping or irrigation

            


    

    
      	 	
              •

            	
              Traffic
                control limited to control during work in progress. Off hour traffic
                control is not included

            


    

    
      	 	
              •

            	
              Repair
                work for the Opera House Flume is not included nor defined in
                scope

            


    

    


    Division
      3

    


    
      	 	
              •

            	
              Concrete
                Type I-II with fly ash is used in lieu of Type
                V

            


    

    
      	 	
              •

            	
              Caisson
                placement may utilize tremie water replacement method to displace
                water.

            


    

    
      	 	
              •

            	
              Penetrating
                sealer per specification. May deduct $40,245 if deleted in its
                entirety.

            


    

    May
      want
      to place on 6th
      floor
      only.

    
      	 	
              •

            	
              Price
                has excluded the iron-aggregate concrete floor topping spec section
                03532

            


    

    
      	 	
              •

            	
              Precast
                is utilizing precast stairs and landing with no topping or added
                traction
                control

            


    

    


    Division
      4

    


    
      	 	
              •

            	
              Brick
                masonry has no sealers or graffiti
                coating.

            


    

    


    Division
      7

    


    
      	 	
              •

            	
              Water
                proofing may use a mixture of materials on the foundation
                walls.

            


    

    
      	 	
              •

            	
              Traffic
                coating is limited to area immediately above the elevator
                lobby.

            


    

    
      	 	
              •

            	
              Underslab
                waterproofing is at the top of the 4" gravel and bottom of 5" concrete
                slab.

            


    

    


    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              •

            	
              Sheet
                metal roof is corrugated 16 ga cold rolled sheet metal
                panels

            


    

    Division
      9

    


    
      	 	
              •

            	
              Painting
                includes finishing only of visually exposed finishes, columns at
                roof,
                handrails drywall in public areas. No painting of precast, masonry
                or
                steel truss system.

            


    

    
      	 	
              •

            	
              No
                carpet or finishes at bridge

            


    

    


    Division
      10

    


    
      	 	
              •

            	
              Exterior
                signage is by the owner. Interior garage parking, directional signage
                and
                room
                signs is included as an allowance of $3,900. Scope needs to be
                defined

            


    

    
      	 	
              •

            	
              Awning
                is motorized with no wind sensors or automatic
                controls.

            


    

    


    Division
      14

    


    
      	 	
              •

            	
              Elevators
                have a standard cab finish

            


    

    
      	 	
              •

            	
              Elevator
                phone service by owner

            


    

    


    Division
      15

    


    
      	 	
              •

            	
              Fire
                protection - owner to provide required phone
                service.

            


    

     

    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      

    

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              All
                Activities/CFCC Gant

            	
              Tollgate
                Parking Structure

            	
              1A
                of 3A

            
	 	
              Exhibit
                G

            	 


    

    


    


    
      	
              Phase

            	
              Building

            	
              Activity

              ID

            	
              Description

            	
              Orig

              Dur

            	
              Early

              Start

            	
              Early

              Finish

            
	
              Preconstruction

            
	 	
              PREC 

            	
              1000 

            	
              NTP 

            	
              0 

            	
              01AUG05 

            	 
	 	
              PREC 

            	
              1010 

            	
              Precast
                Submittals 

            	
              55 

            	
              01AUG05 

            	
              140CT05 

            
	 	
              PREC 

            	
              1020 

            	
              De
                Energize Power Lines ( By Owner) 

            	
              15 

            	
              01AUG05 

            	
              19AUG05 

            
	 	
              PREC 

            	
              1040 

            	
              Relocate
                Gas Line (By Owner) 

            	
              15 

            	
              01AUG05 

            	
              19AUG05 

            
	 	
              PREC 

            	
              1015 

            	
              Precast
                Production 

            	
              55 

            	
              17OCT05 

            	
              30DEC05 

            
	
              Construction

            
	
              SITE 

            	
              CONS 

            	
              1030 

            	
              Excavation 

            	
              25 

            	
              01AUG05 

            	
              02SEP05 

            
	
              SITE 

            	
              CONS 

            	
              1035 

            	
              Install
                Shoring 

            	
              25 

            	
              01AUG05 

            	
              02SEP05 

            
	
              SITE 

            	
              CONS 

            	
              1045 

            	
              Install
                Micro Piles Gregory St. 

            	
              10 

            	
              22AUG05 

            	
              02SEP05 

            
	
              MEP 

            	
              CONS 

            	
              1060 

            	
              Drill
                and Case elevator shaft 

            	
              10 

            	
              05SEP05 

            	
              16SEP05 

            
	
              SITE 

            	
              CONS 

            	
              1070 

            	
              Drill
                and Pour Caissons 

            	
              25 

            	
              05SEP05 

            	
              07OCT05 

            
	
              FOND 

            	
              CONS 

            	
              1100 

            	
              Waterproofing 

            	
              8 

            	
              05SEP05 

            	
              14SEP05 

            
	
              FOND 

            	
              CONS 

            	
              1075 

            	
              Footers
                and Caps 

            	
              10 

            	
              03OCT05 

            	
              14OCT05 

            
	
              MEP 

            	
              CONS 

            	
              1091 

            	
              UG
                Plumbing 

            	
              10 

            	
              10OCT05 

            	
              21OCT05 

            
	
              MEP 

            	
              CONS 

            	
              1520 

            	
              Switch
                Gear 

            	
              10 

            	
              10OCT05 

            	
              21OCT05 

            
	
              FOND 

            	
              CONS 

            	
              1080 

            	
              CIP
                Walls & Beams 

            	
              25 

            	
              17OCT05 

            	
              18NOV05 

            
	
              MEP 

            	
              CONS 

            	
              1101 

            	
              Install
                Sand / Greese Trap 

            	
              10 

            	
              17OCT05 

            	
              28OCT05 

            
	
              MEP 

            	
              CONS 

            	
              1092 

            	
              UG
                Electrical 

            	
              10 

            	
              24OCT05 

            	
              04NOV05 

            
	
              MEP 

            	
              CONS 

            	
              1098 

            	
              UG
                Fire Sprinkler 

            	
              10 

            	
              07NOV05 

            	
              18NOV05 

            
	
              PRCT 

            	
              CONS 

            	
              1120 

            	
              Precast
                Erection 

            	
              60 

            	
              21NOV05 

            	
              10FEB06 

            
	
              BRID 

            	
              CONS 

            	
              2020 

            	
              Bridge
                Submittals 

            	
              20 

            	
              05DEC05 

            	
              30DEC05 

            
	
              BRID 

            	
              CONS 

            	
              2030 

            	
              Bridge
                Steel Production 

            	
              30 

            	
              02JAN06 

            	
              10FEB06 

            
	
              MEP 

            	
              CONS 

            	
              1450 

            	
              Rl
                Mechanical 

            	
              50 

            	
              06FEB06 

            	
              14APR06 

            
	
              MEP 

            	
              CONS 

            	
              1094 

            	
              Install
                Drains 

            	
              10 

            	
              13FEB06 

            	
              24FEB06 

            
	
              SITE 

            	
              CONS 

            	
              1110 

            	
              Backfill 

            	
              5 

            	
              13FEB06 

            	
              17FEB06 

            
	
              PRCT 

            	
              CONS 

            	
              1125 

            	
              Final
                Precast Inspections 

            	
              1 

            	
              13FEB06 

            	
              13FEB06 

            
	
              PRCT 

            	
              CONS 

            	
              1140 

            	
              Grout
                and Drypack Pockets 

            	
              6 

            	
              13FEB06 

            	
              20FEB06 

            
	
              FIN 

            	
              CONS 

            	
              1160 

            	
              Prep
                Slab Pour 

            	
              4 

            	
              13FEB06 

            	
              16FEB06 

            


    

    


    
      	
              Start
                date 

            	
              27JUN05 

            
	
              Finish
                date 

            	
              05MAY06 

            
	
              Data
                date 

            	
              01AUG05 

            
	
              Run
                date 

            	
              21JUL05 

            
	
              Page
                number 

            	
              1A 

            
	
              ©
                Primavera Systems,
                Inc.

            


    

    


     

    


     

    


    


    CFC
      Construction

    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              All
                Activities/CFCC Gant

            	
              Tollgate
                Parking Structure

            	
              2A
                of 3A

            
	 	
              Exhibit
                G

            	 


    

    


    


    
      	
              Phase

            	
              Building

            	
              Activity

              ID

            	
              Description

            	
              Orig

              Dur

            	
              Early

              Start

            	
              Early

              Finish

            
	
              MEP 

            	
              CONS 

            	
              1200 

            	
              Rl
                Fire Sprinklers 

            	
              25 

            	
              13FEB06 

            	
              17MAR06 

            
	
              MEP 

            	
              CONS 

            	
              1210 

            	
              Install
                Elevators 

            	
              40 

            	
              13FEB06 

            	
              07APR06 

            
	
              FIN 

            	
              CONS 

            	
              1290 

            	
              Doors
                and Hardware 

            	
              10 

            	
              13FEB06 

            	
              24FEB06 

            
	
              BRID 

            	
              CONS 

            	
              2040 

            	
              Bridge
                Erection 

            	
              10 

            	
              13FEB06 

            	
              24FEB06 

            
	
              EXT 

            	
              CONS 

            	
              1310 

            	
              Brick 

            	
              40 

            	
              14FEB06 

            	
              10APR06 

            
	
              EXT 

            	
              CONS 

            	
              1320 

            	
              Stone 

            	
              40 

            	
              14FEB06 

            	
              10APR06 

            
	
              EXT 

            	
              CONS 

            	
              1330 

            	
              Metal
                Roofing & Siding 

            	
              20 

            	
              14FEB06 

            	
              13MAR06 

            
	
              EXT 

            	
              CONS 

            	
              1340 

            	
              Roofing
                Structural Steel 

            	
              20 

            	
              14FEB06 

            	
              13MAR06 

            
	
              EXT 

            	
              CONS 

            	
              1350 

            	
              Cornice
                Detail 

            	
              15 

            	
              14FEB06 

            	
              06MAR06 

            
	
              MEP 

            	
              CONS 

            	
              1480 

            	
              Install
                Steel Grating 

            	
              5 

            	
              14FEB06 

            	
              20FEB06 

            
	
              MEP 

            	
              CONS 

            	
              1540 

            	
              Electrical
                Rl 

            	
              10 

            	
              14FEB06 

            	
              27FEB06 

            
	
              MEP 

            	
              CONS 

            	
              1590 

            	
              Fire
                Alarm 

            	
              20 

            	
              14FEB06 

            	
              13MAR06 

            
	
              FIN 

            	
              CONS 

            	
              1165 

            	
              Slab
                on Grade 

            	
              4 

            	
              17FEB06 

            	
              22FEB06 

            
	
              SITE 

            	
              CONS 

            	
              1114 

            	
              Curb
                and Gutter 

            	
              8 

            	
              20FEB06 

            	
              01MAR06 

            
	
              MEP 

            	
              CONS 

            	
              1485 

            	
              Install
                Garage Exhaust Fans 

            	
              10 

            	
              21FEB06 

            	
              06MAR06 

            
	
              FIN 

            	
              CONS 

            	
              1170 

            	
              Topping
                Slab 

            	
              20 

            	
              27FEB06 

            	
              24MAR06 

            
	
              BRID 

            	
              CONS 

            	
              2050 

            	
              Bridge
                Roof 

            	
              10 

            	
              27FEB06 

            	
              10MAR06 

            
	
              EXT 

            	
              CONS 

            	
              1300 

            	
              Install
                Windows 

            	
              20 

            	
              28FEB06 

            	
              27MAR06 

            
	
              MEP 

            	
              CONS 

            	
              1550 

            	
              Install
                Light Fixtures 

            	
              20 

            	
              28FEB06 

            	
              27MAR06 

            
	
              BRID 

            	
              CONS 

            	
              2060 

            	
              Bridge
                Glazing 

            	
              15 

            	
              13MAR06 

            	
              31MAR06 

            
	
              FIN 

            	
              CONS 

            	
              1175 

            	
              Interior
                Curbs 

            	
              5 

            	
              27MAR06 

            	
              31MAR06 

            
	
              FIN 

            	
              CONS 

            	
              1180 

            	
              Caulk
                Joints 

            	
              10 

            	
              27MAR06 

            	
              07APR06 

            
	
              EXT 

            	
              CONS 

            	
              1195 

            	
              Roofing
                over Elevators 

            	
              6 

            	
              27MAR06 

            	
              03APR06 

            
	 	
              CONS 

            	
              2000 

            	
              Building
                Complete 

            	
              0 

            	 	
              27MAR06 

            
	
              EXT 

            	
              CONS 

            	
              1420 

            	
              Install
                Awnings 

            	
              20 

            	
              28MAR06 

            	
              24APR06 

            
	
              FIN 

            	
              CONS 

            	
              1190 

            	
              Parking
                Striping 

            	
              3 

            	
              03APR06 

            	
              05APR06 

            
	
              SITE 

            	
              CONS 

            	
              1360 

            	
              Exterior
                Sidewalks 

            	
              10 

            	
              03APR06 

            	
              14APR06 

            
	
              FIN 

            	
              CONS 

            	
              1220 

            	
              Drywall
                Elev. Lobby 

            	
              10 

            	
              04APR06 

            	
              17APR06 

            
	
              SITE 

            	
              CONS 

            	
              1390 

            	
              Building
                Signage 

            	
              5 

            	
              06APR06 

            	
              12APR06 

            


    

    


    
      	
              Start
                date 

            	
              27JUN05 

            
	
              Finish
                date 

            	
              05MAY06 

            
	
              Data
                date 

            	
              01AUG05 

            
	
              Run
                date 

            	
              21JUL05 

            
	
              Page
                number 

            	
              2A 

            
	
              ©
                Primavera Systems,
                Inc.

            


    

    


     

     

    


    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      



    CFC
      Construction

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              All
                Activities/CFCC Gant

            	
              Tollgate
                Parking Structure

            	
              2A
                of 3A

            
	 	
              Exhibit
                G

            	 


    

    


    


    
      	
              Phase

            	
              Building

            	
              Activity

              ID

            	
              Description

            	
              Orig

              Dur

            	
              Early

              Start

            	
              Early

              Finish

            
	
              SITE 

            	
              CONS 

            	
              1370 

            	
              Install
                Light Poles 

            	
              5 

            	
              14APR06 

            	
              20APR06 

            
	
              SITE 

            	
              CONS 

            	
              1380 

            	
              Traffic
                and Street Signs 

            	
              5 

            	
              17APR06 

            	
              21APR06 

            
	
              MEP 

            	
              CONS 

            	
              1490 

            	
              Mechanical
                Startup 

            	
              5 

            	
              17APR06 

            	
              21APR06 

            
	
              FIN 

            	
              CONS 

            	
              1230 

            	
              Install
                Storefront Elev. Lobby 

            	
              5 

            	
              18APR06 

            	
              24APR06 

            
	
              SITE 

            	
              CONS 

            	
              1400 

            	
              Install
                Light Pole Bases 

            	
              5 

            	
              21APR06 

            	
              27APR06 

            
	
              SITE 

            	
              CONS 

            	
              1410 

            	
              Rl
                Light Poll Electric 

            	
              5 

            	
              28APR06 

            	
              04MAY06 

            
	 	
              CONS 

            	
              2010 

            	
              Project
                Complete 

            	
              1 

            	
              05MAY06 

            	
              05MAY06 

            


    

    


    
      	
              Start
                date 

            	
              27JUN05 

            
	
              Finish
                date 

            	
              05MAY06 

            
	
              Data
                date 

            	
              01AUG05 

            
	
              Run
                date 

            	
              21JUL05 

            
	
              Page
                number 

            	
              3A 

            
	
              ©
                Primavera Systems,
                Inc.

            


    

    


    


     

    


    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      

    

    


    


    CFC
      Construction

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      "H"

    Notice
      to
      Proceed

    


    


    


    


    
      	
              TO:

            	
              CFC
                Construction Inc.

            


    

    


    


    
      	
              RE:

            	
              Tollgate
                Parking Structure Phase II

            


    

    


    


    EFFECTIVE
      DATE:

    


    


    This
      letter constitutes your Notice to Proceed with the above project, effective
      as of the date specified above. Any contractual dates or time periods
tied
      to
      the Notice to Proceed shall be based on the effective date of this Notice to
      Proceed,
      subject to modification as set forth in the Contract Documents. In connection
      with the issuance of this Notice to Proceed, the undersigned Owner warrants
      and represents that all financing, permits and approvals necessary for
or
      applicable to all aspects of the Work have been obtained, other than those
      that
are
      the
      responsibility of the Contractor under the Contract Documents. The Owner
      further warrants and represents that the Contractor has full and unrestricted
      access to the job site for purposes of the performance of the work.

    


    
      	
              Executed
                this

            	 	
              day
                of

            	
              ,
                2005

            


    

    


    


    


    


    
      	 	
              Owner:

            	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
              BY:

            	 	 
	 	 	
              Authorized
                Representative

            	
              Title

            


    

     

    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      

    

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      "I"

    Minimum
      Contractor Insurance Requirements

    


    


    


    


    Project
      insurance requirements for the above project shall be as set forth below. These
      requirements
      are in lieu of, and not in addition to, any insurance requirement stated in
      other
      contract documents.

    


    


    
      	
              1.
                Commercial
                General Liability

            	
              $1
                Million

            
	 	 
	
              2.
                Commercial
                Auto Coverage

            	
              $1
                Million

            
	 	 
	
              3.
                Worker's
                Compensation

            	
              Colorado
                Statutory

            
	 	 
	
              4.
                Additional
                Insureds

            	
              Project
                Owner

            
	 	 
	
              5.
                Builder's
                Risk

            	
              By
                Owner, Coverage to include flood,

            
	 	
              surface
                water and earthquake.

            
	 	 
	
              6.
                Professional
                Liability

            	
              $1
                Million

            
	 	 
	
              7.
                Excess
                Liability Umbrella

            	
              $
                4
                Million

            


    

    


    


    Certificates
      of Insurance evidencing compliance with these requirements and those stated
      in
      other
      contract documents shall be provided on request

     

     

    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      "J"

    WARRANTY
      LETTER

    


    


    The
      undersigned is the Contractor on the project known as "
      _____________________",
      located
      in, _____________________
      pursuant
      to the Agreement with ("Owner") dated _____________________
      2005.

    


    For
      a
      period of one year after substantial completion, Contractor warrants that the
      Work will
      be
      free from defects not inherent in the quality required or permitted and that
      the
Work
      will
      conform to the requirements of the Contract Documents. Work not conforming
      to
      these
      requirements, including substitutions not properly approved and authorized,
      may
      be
      considered defective. The Contractor's warranty excludes remedy for damage
      or
      defect caused by abuse, modifications not executed by the Contractor, improper
      or insufficient
      maintenance, improper operation, normal wear and tear and normal
      usages.

    


    Where
      the
      work is comprised of separate buildings or areas that, upon substantial
completion
      of such building or areas, are separately used or occupied by owner, the
one-year
      warranty period shall run from the date of substantial completion of such
building
      or area.

    


    Owner
      shall provide Contractor written notice of any warranty claims within the
      one-year period,
      and Contractor shall have no responsibility for claims or defects for which
      such
      notice is not provided. Upon receipt of proper notice of claim, Contractor
      shall
      promptly repair
      or
      replace the defective work. Contractor shall, in its reasonable discretion,
      determine
      whether to repair or replace and the manner in which the work will be
performed.
      Warranty work shall be performed to reasonable industry standards. Contractor's
      sole responsibility shall be to repair or replace the defective work, and
Contractor
      shall have no responsibility for consequential or other damages.

    


    This
      warranty is in lieu of any other warranties or other remedy for defective work,
      express
      or implied and shall operate only for the benefit of the Owner and its
      successors in
      title.

    


    


    
      	
              Date:
                

            	 	 
	 	 	 
	 	 	 
	
              Company:
                CFC Construction Inc.

            
	 	 	 
	
              Signed:

            	 	 
	 	 	 
	
              Name:

            	 	 
	 	 	 
	
              Title:

            	 	 
	 	 	 
	 	 	 
	
              Phone
                No.: 303-277-8600; FAX 303-277-0042

            


    

     

     

    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      "K"

    PARTIAL
      WAIVER AND RELEASE OF LIEN

    


    


    


    


    
      	 	
              TO:

            	
              (Owner)

            


    

    


    
      	 	
              RELEASING
                PARTY'S NAME:

            	
              CFC
                CONSTRUCTION INC.

            


    

    


    PROJECT/PROPERTY:

    


    


    Legal
      Description Goes Here , State of Colorado

    


    1. Subject
      to and conditioned upon payment to it in the amount of $
      __________________,
      the
      undersigned waives and releases all claims it has or may have in connection
      with
      the above project,
      including mechanics lien or other lien claims against the subject property,
      through __________________
      (the
      Billing Date), other than retention in the amount of $__________________
      (Retention) and Pending Claims as identified below.

    


    2. The
      undersigned warrants, recites and agrees that, except for the Retention and
      Pending
      Claims, the above payment represents full and final payment for any work
      performed through
      the Billing Date, including labor, materials or services of any kind or nature
      whatsoever, and
      further agrees that it has no claims of any kind or nature whatsoever for
      additional compensation
      for work performed prior to the Billing Date. The Pending Claims that are
excepted
      from the scope of this release are as follows:

    


    Pending
      Change Orders:

    


    Construction
      Change Directives:

    


    Other
      Claims:

    


    3. The
      undersigned recites that, subject to amounts for Retention and Pending
Claims,
      it has paid or, upon receipt of the above payment, will forthwith pay all
      laborers, employees,
      subcontractors, suppliers or other persons performing work on or supplying
      labor, materials
      or services under its contract with respect to the above project/property for
      the specified
      period, and agrees to indemnify the Owner from any cost, demand or liability
      relating thereto.

    


    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      



    Page
      1 of 4

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    4. This
      waiver and release operates for the benefit of the above Owner and any
Lender
      on
      the Project.

    


    
      	
              DATED:

            	 	
              ,2005

            	 	
              CFC
                CONSTRUCTION INC.

            
	 	 	 	 	 	 
	
              State
                of Colorado

            	 	
              )

            	 	
              By:

            	 
	 	 	 	
              ss

            	 	 
	
              County
                of

            	 	
              )

            	 	 	 


    

    


    This
      instrument was acknowledged before me this ______ day of ____________________,
      2005 by:

    ____________________
      as ____________________ of CFC
      CONSTRUCTION
      INC.

    


    
      	 	 
	
              Notary

            	 	 
	 	 	 
	 	 	 
	
              My
                Commission Expires:

            	 


    

    


    


    Page
      2 of 4
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    FINAL
      WAIVER AND RELEASE OF LIEN

    


    


    
      	 	
              TO:

            	
              (Owner)

            


    

    


    
      	 	
              RELEASING
                PARTY'S NAME:

            	
              CFC
                CONSTRUCTION INC.

            


    

    


    PROJECT/PROPERTY:

    


    Legal
      Description Goes Here, State of Colorado

    


    1. Subject
      to and conditioned upon payment to it in the amount of $__________________,
      the
      undersigned waives and releases all claims it has or may have in connection
      with the above project, including mechanics lien or other lien claims against
      the
      subject property, other than retention in the amount of $__________0__________
      (Retention)
      and Pending Claims as identified below.

    


    2. The
      undersigned warrants, recites and agrees that the above payment represents
      full and final payment for any work performed including labor, materials or
      services of any kind or nature whatsoever, and further agrees that it has no
      claims of any
      kind
      or nature whatsoever for additional compensation for work performed. The
Pending
      Claims that are excepted from the scope of this release are as
      follows:

    


    
      	 	
              Pending
                Change Orders:

            	
              None

            


    

    


    
      	 	
              Construction
                Change Directives:

            	
              None

            


    

    


    
      	 	
              Other
                Claims:

            	
              None

            


    

    


    3. The
      undersigned recites that upon receipt of the above payment, will forthwith
      pay all laborers, employees, subcontractors, suppliers or other persons
performing
      work on or supplying labor, materials or services under its contract with
      respect to the above project/property, and agrees to indemnify the Owner from
      any cost,
      demand or liability relating thereto.

    


    4. This
      waiver and release operates for the benefit of the above Owner and any
      Lender on the Project.

    


    
      	
              Dated:

            	 	 	 	
              CFC
                CONSTRUCTION
                INC.

            
	 	 	 	 	 	 
	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 
	
              State
                of Colorado

            	 	
              )

            	 	 	 
	 	 	 	
              ss

            	 	 
	
              County
                of

            	 	
              )

            	 	 	 


    

    


    This
      instrument was acknowledged before me this ______ day of ____________________,
      2005 by:____________________ as ____________________ of CFC
      CONSTRUCTION
      INC.

    


    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      



    Page
      3 of 4

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	 
	
              Notary

            	 	 
	 	 	 
	 	 	 
	
              My
                Commission Expires:

            	 


    

    


    


    Page
      4 of 4

    
      
        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      "L"

    STANDARD
      RATE SCHEDULE

    


    Labor
      shall
      be
      calculated based upon the standard rates set forth below times the actual
hours
      worked and charged to the project. For the referenced personnel, these rates
      shall be used
      instead of actual costs and the other provisions of Article 7 of the Contract
      Form shall not apply. Should there be any classification of labor not included
      below but subsequently deemed to
      be
      necessary, said classification and a rate prevailing in the area shall be added
      to the list and
      the
      Owner will be notified in writing. Should the Owner disagree with the rate
      or
      necessity for
      the
      additional classification, the Contractor will provide documentation supporting
      the necessity
      for the addition and the justification for the rate used. Should the Owner
      still
      object, Articles
      9 & 10 of the General Condition shall be used to resolve the
      matter.

    


    The
      parties have agreed to uses these rates in part because of the difficulty and
      expense of determining
      actual labor costs. The labor rates cover all wages, salaries, vacation or
      sick
      time, burden
      and direct or indirect expense associated with such labor, but not including
      incentive programs
      which may be an additional cost of the work. In addition to the labor rates,
      reasonable
      housing and per diem expenses for out-of-town workers shall be a recoverable
      cost of
      the
      work. None of the rates shown are applicable to the framing labor if CFG elects
      to frame the project and not subcontract the framing work.

    


    
      	 	
              Hourly
                Rate

            
	
              Project
                Superintendent

            	
              $
                65.00

            
	
              Assistant
                Superintendent

            	
              $
                48.80

            
	
              Foreman

            	
              $
                39.00

            
	
              Punchlist
                Carpenter (not part of framing cost)

            	
              $
                37.10

            
	
              Laborer
                (not part of framing cost)

            	
              $
                21.90

            


    

    


    Included
      in the Cost of the Work is the cost of certain personnel who may be stationed
      on
      site or
      at
      Contractor's facilities other than the site itself. Contractor will charge
      the
      following personnel
      to the Cost of the Work based upon timesheets prepared periodically accounting
      for the actual time worked on the project.

    


    
      	 	
              Hourly
                Rate

            
	
              Director
                of Operations

            	
              $
                98.65

            
	
              Sr.
                Project Manager

            	
              $
                70.00

            
	
              Project
                Manager

            	
              $
                68.70

            
	
              Assistant
                Project Manager

            	
              $
                44.40

            
	
              Safety/Quality
                Director

            	
              $
                44.50

            
	
              Scheduler

            	
              $
                65.00

            
	
              Project
                Coordinator

            	
              $
                34.60

            
	
              Project
                Engineer

            	
              $
                35.60

            
	
              Project
                Accountant

            	
              $
                34.60

            
	
              Sr.
                Estimator

            	
              $
                75.00

            
	
              Estimator

            	
              $
                60.00

            
	
              Take-off
                technician

            	
              $
                32.60

            
	
              Purchasing
                Agent

            	
              $
                36.75

            
	
              Site
                Administrator

            	
              $
                25.45

            


    

    


    The
      rates
      are subject to a four percent (4%) increase twelve months after the start of
      construction.

    


    
      	
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        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Equipment
      owned
      by
      the Contractor (but not subcontractors) and utilized on the project shall
be
      charged as a cost of the work at the rates specified below. These rates shall
      be
      used instead
      of attempting to determine actual costs and the other provisions of Article
      7 of
      the Contract
      Form shall not apply. The parties have agreed to use these rates in part because
      of the
      difficulty and expense in determining actual costs. The equipment rates cover
      the acquisition
      of owned equipment, depreciation, major maintenance etc. but do not include
      the
costs
      of
      transportation to and from the site, fuel, minor maintenance or the cost of
      associated operators.
      Contractor shall be entitled to revise said rates 12 months after the
commencement,
      provided that any increase is consistent with (i) standard rates charged by
      Contractor, and (ii) increases in construction equipment rates in the local
      market generally.

    


    CFC
      Construction Inc. Owned Equipment

    Rates
      Effective: 03/31/03

    


    


    
      	
              Description

            	 	
              Monthly
                Rate

            
	
              Pickup

            	 	
              998.00

            
	
              Hand
                Held Radios

            	 	
              21.00

            
	
              Job
                Office Trailer (Small, Furnished)

            	 	
              265.00

            
	
              Job
                Office Trailer (Large, Furnished)

            	 	
              479.00

            
	
              Job
                Office Trailer (Extra Large Office, Furnished)

            	 	
              729.00

            
	
              Semi-Storage
                Trailer

            	 	
              149.00

            
	
              Skid
                Steer

            	 	
              885.00

            
	
              Generator

            	 	
              314.00

            
	
              Fuel
                Tank

            	 	
              37.50

            
	
              Transit

            	 	
              165.00

            
	
              Laser
                Level

            	 	
              221.00

            
	
              Auto
                Level

            	 	
              110.00

            
	
              Dewatering
                Pumps

            	 	
              419.00

            
	
              Concrete
                Blankets (ea)

            	 	
              27.50

            
	
              Demolition
                Saw

            	 	
              449.00

            
	
              Gang
                Box

            	 	
              25.00

            
	
              Hammer
                Drill

            	 	
              465.00

            
	
              Trash
                Bin-portable

            	 	
              150.00

            
	
              Utility
                Vehicle

            	 	
              744.00

            
	
              LPG
                Heater

            	 	
              452.00

            
	
              Computer
                System

            	 	
              335.00

            
	
              Plotter

            	 	
              496.00

            
	
              Copier

            	 	
              595.00

            


    

    


    
      	
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        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO

      



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Equipment
      charges do not include fuel, general maintenance, pickup or delivery charges.
      Equipment not on the above list but subsequently required by the project will
      be
      charged at rates consistent with third party rental firms in the
      area.

    


    Contactor
      Self-Performed Work:
      Contractor, in its discretion, may elect to perform certain portions of the
      Work
      using its own forces and/or supervisory staff. On self-performed work, the
      General Contractor shall be entitled to a "Self-Performed Work Fee" (which
      Fee
      is separate from the General Contractor's Fee, as defined in Art. 5.2 of the
      A111) which Fee shall be included in the Cost of the Work. The cost of the
      self
      performed work to be included in the Cost of the Work shall be a firm quote
      from
      the Contractor and shall remain fixed except as adjusted for change orders
      thereby making the budget risk for the self-performed work the Contactor's.
      It
      is currently the intent of the Contractor to self perform the framing
      work.

    


    
      	
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        Owner
          /s/
          RSR

        


        Contractor
          /s/ EJO