Sprung 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 Sixth day of April in the year Two Thousand and
                Five

            	 
	
              (In
                words, indicate day, month and year)

            	 
	 	 
	
              BETWEEN
                the
                Owner:

            	 
	
              (Name,
                address and other information)

            	
              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.

            
	 
	
              CC
                Tollgate, LLC

            
	
              1263
                A Lake Plaza Dr.

            
	
              Colorado
                Springs, CO 80906

            
	 
	
              and
                the Contractor:

            
	
              (Name,
                address and other information)

            
	 
	
              Sprung
                Construction, Inc., Subchapter S Corporation

            
	
              3001
                Larimer St. 

            
	
              Denver,
                CO 80205

            
	 
	 
	
              The
                Project is: 

            
	
              (Name
                and location)

            
	 
	
              Tollgate
                Casino and Hotel 

              102
                Main St.

            
	
              Central
                City, CO

            
	 
	
              The
                Architect is:

            
	
              (Name,
                address and other information)

            
	 
	
              Ivins
                Design Group

            
	
              1480
                Humboldt St.

            
	
              Denver,
                CO 80218

            
	 
	
              The
                Owner and Contractor agree as follows.***REFER TO EXHIBIT
                F****

            


    

    


    


    
      	 
	
              AIA
                Document A111 TM - 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 06:43:58 on 04/19/2005 under
                Order No.1000139146_1 which expires on 9/29/05, and is not for
                resale.

            
	
              User
                Notes:

            	
              (3481384950)

            


    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      1 THE CONTRACT DOCUMENTS

    


    (Paragraph
      deleted)

    


    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 required building permits

            


    

    
      	 	
              2.

            	
              Receipt
                of contract signed by all parties

            


    

    
      	 	
              3.

            	
              Proof
                of financing by 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:

    


    not
      applicable

    


    §
      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 100 days 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.)

    


    not
      applicable

    


    
      	
              Portion
                of Work

            	
              Substantial
                Completion date

            


    

    not
      applicable

    


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

    


    


    



    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    (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 IN THE AMOUNT OF $300/DAY AFTER 100 DAYS.***

    


    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.)

    


    Contractor's
      Fee shall be 5% of the Cost of the Work

    Contractor's
      Fee shall be adjusted by the above amount on all additive change
      orders.

    


    §
      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 toexceed

    One
      Million, One Hundred, Eighty-One Thousand, One Hundred, Eighteen Dollars
      (1,181,118.00)

    


    ),
      subject to additions and deductions by Change Order as provided in the Contract
      Documents. Such maximum sum is referred to in the Contract Documents as the
      Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price
      to be exceeded shall be paid by the Contractor without reimbursement by the
      Owner. (Insert
      specific provisions if the Contractor is to participate in any
      savings.)

    


    If
      at the
      conclusion of the project, the fiinal cost of the project is less than the
      amount in 5.2.1 (less Contractor's Fee) and
      as
      adjusted by approved change orders, the Contractor and Owner s hall share the
      savings on the project with 50%
      to
      the Owner and 50% to Contractor.

    


    §
      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.)

    


    not
      applicable

    


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

    


    
      	
              Description

            	
              Units

            	
              Price
                ($ 0.00)

            


    

    not
      applicable

    


    



    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    §
      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

            


    

    Refer
      to
      attached Exhibit D

    


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

    


    Refer
      to
      attached 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

    §
      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.)

    


    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    See
      Exhibit E

    


    §
      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.

    


    §
      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.

    


    


    



    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    §
      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.

    


    


     


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    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
      First day of a month, the Owner shall make payment to the Contractor not later
      than the Fifteenth 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.

    


    


     


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    §
      12.1.4 With
      each
      Application for Payment, the Contractor shall submit payrolls, petty cash
      accounts, receipted invoices
      or invoices with check vouchers attached, and any other evidence required by
      the
      Owner or Architect to demonstrate that cash disbursements already made by the
      Contractor on account of the Cost of the Work equal or exceed
      (1) progress payments already received by the Contractor; less (2) that portion
      of those payments attributable to
      the
      Contractor's Fee; plus (***WEEKLY*** payrolls for the period covered by the
      present Application for Payment.

    


    §
      12.1.5
      Each
      Application for Payment shall be based on the most recent schedule of values
      submitted by the Contractor
      in accordance with the Contract Documents. The schedule of values shall allocate
      the entire Guaranteed Maximum
      Price among the various portions of the Work, except that the Contractor's
      Fee
      shall be shown as a single separate
      item. The schedule of values shall be prepared in such form and supported by
      such data to substantiate its accuracy
      as the 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%) OF PRIMARY SUBCONTRACTORS,
      UP TO 50% COMPLETION ONLY*** ).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;

     

    
      	 	
              .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 12.1.4 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 ( 10.00% ). 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.

    


    


     

    



    
      
        
        

      

      
        -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;

    


    


     

    



    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    §
      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

    


    §
      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.)

    


    14.00%
      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
      Rabin

    1263
      A
      Lake Plaza Dr. Ste. A

    Colorado
      Springs, CO 80906

    


    §
      14.4 The
      Contractor's representative is:

    (Name,
      address and other information.)

    


    Tom
      Sprung

    3001
      Larimer St.

    Denver,
      CO 80205

    


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

    


    


     

    



    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    §
      14.6 Other
      provisions:

    


    


    ARTICLE
      15 ENUMERATION OF CONTRACT DOCUMENTS

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

    


    §
      15.1.1 The
      Agreement is this executed 1997 edition of the Standard Form of Agreement
      Between Owner and Contractor,
      AIA Document Al11-1997.

    


    §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

            


    

    not
      applicable

    


    §
      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: Exhibit A and Exhibit F

    


    §
      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: Exhibit A

    


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

    


    
      	
              Number

            	
              Date

            	
              Pages

            


    

    not
      applicable

    


    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 part 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 shown 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
      attached Exhibit I

    


    


     


    
      
        
        

      

      
        -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.

    


    


    
      	 /s/
              Richard Rabin	 	 /s/
              Tom Sprung	 
	
              OWNER
                (Signature) 

            	 	
              CONTRACTOR
                (Signature) 

            	 
	 	 	 	 
	 	 	 	 
	
              Richard
                Rabin, Member 

            	 	
              Tom
                Sprung, President 

            	 
	
              (Printed
                name and title) 

            	 	
              (Printed
                name and title) 

            	 


    

    


    


    


    


     -12-


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Additions
      and Deletions Report for

    AIA®
      Document
      A111TM -1997

    


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

    


    Note:
      This Additions and Deletions Report is provided for information purposes only
      and is not incorporated into or constitute any part of the associated AIA
      document. This Additions and Deletions Report and its associated document were
      generated simultaneously by AIA software at 06:43:58 on 04/19/2005.

    


    PAGE
      1

    


    AGREEMENT
      made as of the Sixth
      day of
April
      in the
      year Two
      Thousand and Five

    ...

    CC
      Tollgate, LLC

    ...

    1263
      A
      Lake Plaza Dr.

    ...

    Colorado
      Springs. CO 80906

    ...

    Sprung
      Construction. Inc., Subchapter S Corporation

    ...

    3001
      Larimer St.

    ...

    Denver.
      CO 80205

    ...

    Tollgate
      Casino and Hotel

    ...

    102
      Main St.

    ...

    Central
      City, CO

    ...

    Ivins
      Design Group

    ...

    1480
      Humboldt St.

    ...

    Denver.
      CO 80218

    ...

    The
      Owner and Contractor agree as follows.follows.***REFER
      TO EXHIBIT F****

    


    


     

    



    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    ARTICLE
      1 THE CONTRACT DOCUMENTS 

    


    PAGE
      2

    


    


    


    


     

    



    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    ARTICLE
      1 THE CONTRACT DOCUMENTS

    ...

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

    ...

    
      	 	
              1.

            	
              Receipt
                of required building permits

            


    

    ...

    
      	 	
              2.

            	
              Receipt
                of contract signed by all
                parties

            


    

    ...

    
      	 	
              3.

            	
              Proof
                of financing by Owner

            


    

    ...

    
      	 	
              4.

            	
              Written
                Notice to Proceed from Owner to Contractor (Exhibit
                H)

            


    

    ...

    not
      applicable

    ...

    §
      4.3
      The
      Contractor shall achieve Substantial Completion of the entire Work not later
      than 100
      days
days
      from
the
      date
      of commencement, or as follows:

    ...

    not
      applicable

    ...

    not
      applicable

    


    PAGE
      3

    


    ***LIQUIDATED
      DAMAGES IN THE AMOUNT OF $300/DAY AFTER 100 DAYS.***

    ...

    Contractor's
      Fee shall be 5% of the Cost of the Work

    ...

    Contractor's
      Fee shall be adjusted by the above amount on all additive change
      orders.

    ...

    §
      5.2.1
      The sum
      of the Cost of the Work and the Contractor's Fee is guaranteed by the Contractor
      not to
      exceed—($
      ),
      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.toexceed
      One Million. One Hundred. Eighty-One Thousand. One Hundred. Eighteen Dollars
      (1.181.118.00)

    ...

    ).
      subject to additions and deductions by Change Order as provided in the Contract
      Documents. Such maximum sum is referred to in the Contract Documents as the
      Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price
      to be exceeded shall be paid by the Contractor without reimbursement by the
      Owner.

    ...

    If
      at
      the conclusion of the project, the fiinal cost of the project is less than
      the
      amount in 5.2.1 (less Contractor's Fee) and
      as
      adjusted by approved change orders, the Contractor and Owner s hall share the
      savings on the project with 50%
      to
      the Owner and 50% to Contractor.

    ...

    not
      applicable 

    ...

    not
      applicable

    


    PAGE
      4

    


    Refer
      to attached Exhibit D

    ...

    Refer
      to attached Exhibit F

    


    PAGE
      5

    


    See
      Exhibit E

     

    



    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    


    PAGE
      6

    


    §
      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;
      which approval shall not be unreasonably withheld. approval.

    ...

    §
      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)

    


    PAGE
      7

    


    §
      12.1.3
      Provided
      that an Application for Payment is received by the Architect not later than
      the
First
      day of a
      month, the Owner shall make payment to the Contractor not later than the
Fifteenth
      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.

    


    PAGE
      8

    


    §
      12.1.4 With
      each
      Application for Payment, the Contractor shall submit payrolls, petty cash
      accounts, receipted invoices or invoices with check vouchers attached, and
      any
      other evidence required by the Owner or Architect to demonstrate
      that cash disbursements already made by the Contractor on account of the Cost
      of
      the Work equal or exceed
      (1) progress payments already received by the Contractor; less (2) that portion
      of those payments attributable to the Contractor's Fee; plus
      (3) (***WEEKLY***
      payrolls
      for the period covered by the present Application for Payment.

    ...

    .3 add
      the
      Contractor's Fee, less retainage of( ***TEN
      PERCENT (10%) OF PRIMARY SUBCONTRACTORS.
      UP TO 50% COMPLETION ONLY***
      ).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;

    ...

    §
      12.1.8
      Except
      with the Owner's prior approval, payments to Subcontractors shall be subject
      to
      retainage of not less than
      Ten
      percent
      (
10.00%
      ). The
      Owner and the Contractor shall agree upon a mutually acceptable procedure for
      review
      and approval of payments and retention for Subcontractors.

    


    PAGE
      10

    


    14.00%
      per annum

    ...

    Richard
      Rabin

    ...

    1263
      A
      Lake Plaza Dr. Ste. A

    ...

    Colorado
      Springs. CO 80906

    ...

    Tom
      Sprung

    ...

    3001
      Larimer St.

    ...

    Denver.
      CO 80205

    


    PAGE
      11

    


     

    



    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    not
      applicable

    ...

    
      	
              Section

            	
              Title

            	
              Pages

            


    

    Title
      of Specifications exhibit: Exhibit A and Exhibit F

    ...

    
      	
              Number

            	
              Title

            	
              Date

            


    

    Title
      of Drawings exhibit: Exhibit A

    ...

    not
      applicable

    ...

    All
      Exhibits shown in Attachment A are incorporated into this
      contract

    ...

    see
      attached Exhibit I

    


    PAGE
      12

    


    


    
      	
              Richard
                Rabin, Member 

            	 	
              Tom
                Sprung, President 

            	 


    

    


    


     

    

                                                                                               -5-
    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Certification
      of Document's Authenticity

    AIA®
      Document D401TM - 2003

    


    I,
      Thomas
      A. Sprung, hereby certify, to the best of my knowledge, information and belief,
      that I created the attached final document simultaneously with its associated
      Additions and Deletions Report and this certification at 06:43:58 on
      04/19/2005 under Order No. 1000139146_1 from AIA Contract Documents software
      and
      that in preparing the attached
      final document I made no changes to the original text of AIA® Document Al11TM -
      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, as published
      by the AIA in its software, other than those additions and deletions shown
      in
      the associated Additions and Deletions Report.

    


    


    


    
      	 	 
	
              (Signed) 

            	 
	 	 
	
              (Title) 

            	 
	 	 
	
              (Dated) 

            	 


    

    


    


     -1-

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    

      Sprung
        Construction

      


      ATTACHMENT
        1

      EXHIBITS

      


      


      Exhibit
        A  Enumeration
        of Contract Documents

       

      Exhibit
        B  Application
        and Certification for Payment

      


      Exhibit
        C  Soft
        Cost
        Checklist

      


      Exhibit
        D  Allowances

      


      Exhibit
        E  Additional
        Provisions

      


      Exhibit
        F  Clarifications
        and Qualifications

      


      Exhibit
        G  Schedule
        

      


      Exhibit
        H  Notice
        to
        Proceed

      


      Exhibit
        I  Insurance
        Requirements

      


      Exhibit
        J  Warranty
        Letter

      


      Exhibit
        K  Lien
        Waivers

      


      Exhibit
        L  Standard
        Rate Schedule


      
        
          


          Owner
            ________ 

          


          Contractor
            _________

          


          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Sprung
        Contruction

      


      EXHIBIT
        "A"

      ENUMERATION
        OF CONTRACT DOCUMENTS

      


      

        The
          Contract Documents defined in Article 1 consist of all of the documents
          listed
          below, including the General Conditions of the Contract, AIA 201 and the
          Agreement Between Owner and Contractor for construction of Tollgate
          Casino and Hotel, Phase I, dated March 18, 2005.

        


        
          
            	
                    Sheet
                      Number

                  	
                    Title

                  	
                    Date

                  
	 	 	 
	
                    A0.1

                  	
                    Cover
                      Sheet

                  	
                    03/17/05

                  
	
                    A0.2

                  	
                    Sheet
                      Index/Abbreviations

                  	
                    03/17/05

                  
	
                    A0.3

                  	
                    Code
                      Sheet

                  	
                    03/17/05

                  
	
                    A1.1

                  	
                    Architectural
                      Site Plan

                  	
                    03/17/05

                  
	 	 	 
	
                    Civil

                  	 	 
	
                    C1.0

                  	
                    Cover
                      Sheet

                  	
                    03/15/05

                  
	
                    C1.1

                  	
                    Horizontal
                      Control Plan

                  	
                    03/15/05

                  
	
                    C2.1

                  	
                    Grading
                      & Erosion Control Plan

                  	
                    03/15/05

                  
	
                    C3.1

                  	
                    Utility
                      Plan

                  	
                    03/15/05

                  
	
                    C3.2

                  	
                    Storm
                      Sewer Plan & Profile

                  	
                    03/15/05

                  
	
                    C3.3

                  	
                    Storm
                      Sewer Plan & Profile

                  	
                    03/15/05

                  
	
                    C4.1

                  	
                    Details

                  	
                    03/15/05

                  
	
                    C5.0

                  	
                    Utility
                      Drainage & Improvements

                  	
                    03/15/05

                  
	
                    C6.0

                  	
                    Spring
                      Street Plan & Profile

                  	
                    03/15/05

                  
	 	 	 
	
                    Architectural

                  	 	 
	
                    D2.0

                  	
                    Lower
                      Level Demo Plan

                  	
                    03/15/05

                  
	
                    D2.1

                  	
                    First
                      Floor Demo Plan

                  	
                    03/15/05

                  
	
                    D2.2

                  	
                    Second
                      Floor Demo Plan

                  	
                    03/15/05

                  
	
                    D2.2A

                  	
                    First
                      & Second Floor Mezzanine Floor

                  	 
	 	
                    Demo
                      Plans

                  	
                    03/17/05

                  
	
                    D3.0

                  	
                    Lower
                      Level RCP Demo Plan

                  	
                    03/17/05

                  
	
                    D3.1

                  	
                    First
                      Floor RCP Demo Plan

                  	
                    03/17/05

                  
	
                    D3.2

                  	
                    Second
                      Floor RCP Demo Plan

                  	
                    03/17/05

                  
	
                    D3.2A

                  	
                    First
                      & Second Floor Mezzanine Floor

                  	 
	 	
                    RCP
                      Demo Plans

                  	
                    03/17/05

                  
	
                    A2.0

                  	
                    Basement
                      Floor Plan

                  	
                    03/17/05

                  
	
                    A2.1

                  	
                    First
                      Floor Plan

                  	
                    03/17/05

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              	
                      A2.2

                    	
                      Second
                        Floor Plan

                    	
                      03/17/05

                    
	
                      A2.2A

                    	
                      First
                        & Second Floor Mezzanine 

                    	 
	 	
                      Floor
                        Plans

                    	
                      03/17/05

                    
	
                      A2.3

                    	
                      Roof
                        Plan

                    	
                      03/15/05

                    
	
                      A2.4

                    	
                      Enlarged
                        Hotel Unit Plans and RCP

                    	
                      03/17/05

                    
	
                      A2.5

                    	
                      Enlarged
                        Hotel Unit Plans and RCP

                    	
                      03/17/05

                    
	
                      A2.6

                    	
                      Enlarged
                        Hotel Unit Plans and RCP

                    	
                      03/17/05

                    
	
                      A2.7

                    	
                      Enlarged
                        Hotel Unit Plans and RCP

                    	
                      03/17/05

                    
	
                      A2.8

                    	
                      Enlarged
                        Hotel Unit Plans and RCP

                    	
                      03/17/05

                    
	
                      A2.9

                    	
                      Enlarged
                        Hotel Unit Plans and RCP

                    	
                      03/17/05

                    
	
                      A2.10

                    	
                      Enlarged
                        Hotel Unit Plans and RCP

                    	
                      03/17/05

                    
	
                      A2.11

                    	
                      Enlarged
                        Hotel Unit Plans and RCP

                    	
                      03/17/05

                    
	
                      A2.12

                    	
                      Enlarged
                        Hotel Unit Plans and RCP

                    	
                      03/17/05

                    
	
                      A2.13

                    	
                      Enlarged
                        Hotel Unit Plans and RCP

                    	
                      03/17/05

                    
	
                      A2.14

                    	
                      Enlarged
                        Hotel Unit Plans and RCP

                    	
                      03/17/05

                    
	
                      A2.15

                    	
                      Enlarged
                        Hotel Unit Plans and RCP

                    	
                      03/17/05

                    
	
                      A3.0

                    	
                      Basement
                        RCP

                    	
                      03/17/05

                    
	
                      A3.1

                    	
                      First
                        Floor RCP

                    	
                      03/17/05

                    
	
                      A3.2

                    	
                      Second
                        Floor RCP

                    	
                      03/17/05

                    
	
                      A3.2A

                    	
                      First
                        and Second Floor Mezzanine RCP

                    	
                      03/15/05

                    
	
                      A4.1

                    	
                      Building
                        Elevations

                    	
                      03/15/05

                    
	
                      A4.1A

                    	
                      Masonry
                        Bearing Points and Lintel

                    	 
	 	
                      Locations

                    	
                      03/15/05

                    
	
                      A4.2

                    	
                      Building
                        Elevations

                    	
                      03/15/05

                    
	
                      A4.2A

                    	
                      Masonry
                        Bearing Points and Lintel

                    	 
	 	
                      Locations

                    	
                      03/15/05

                    
	
                      A5.1

                    	
                      Building
                        Sections

                    	
                      03/15/05

                    
	
                      A5.2

                    	
                      Building
                        Sections

                    	
                      03/15/05

                    
	
                      A5.3

                    	
                      Building
                        Sections

                    	
                      03/15/05

                    
	
                      A6.1

                    	
                      Wall
                        Sections

                    	
                      03/15/05

                    
	
                      A6.2

                    	
                      Wall
                        Sections

                    	
                      03/15/05

                    
	
                      A6.3

                    	
                      Wall
                        Sections

                    	
                      03/15/05

                    
	
                      A7.1

                    	
                      Wall
                        Types and Assemblies

                    	
                      03/15/05

                    
	
                      A8.1

                    	
                      Door
                        Schedules

                    	
                      03/15/05

                    
	
                      A8.2

                    	
                      Door
                        Hardware

                    	
                      03/15/05

                    
	
                      A10.1

                    	
                      Room
                        Finish Schedule

                    	
                      03/15/05

                    
	 	 	 
	
                      Structural

                    	 	 
	
                      S1.1

                    	
                      General
                        Notes

                    	
                      03/15/05

                    
	
                      S1.2

                    	
                      Inspection
                        Schedules and Abbreviations

                    	
                      03/15/05

                    
	
                      S1.3

                    	
                      Steel
                        Connection Schedules

                    	
                      03/15/05

                    
	
                      S1.4

                    	
                      Schedules

                    	
                      03/15/05

                    
	
                      S1.5

                    	
                      Masonry
                        Opening Reinforcing

                    	
                      03/15/05

                    
	
                      S2.1

                    	
                      Foundation/Basement
                        Plan

                    	
                      03/15/05

                    
	
                      S2.2

                    	
                      First
                        Floor Framing Plan

                    	
                      03/15/05

                    
	
                      S2.3

                    	
                      Second
                        Floor Framing Plan

                    	
                      03/15/05

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
              
                	
                        S2.4

                      	
                        Roof
                          Framing Plan

                      	
                        03/15/05

                      
	
                        S2.5

                      	
                        Bridge
                          Floor and Roof Framing Plans

                      	 
	 	
                        and
                          Details

                      	
                        03/15/05

                      
	
                        S3.1

                      	
                        Foundation
                          Details

                      	
                        03/15/05

                      
	
                        S3.2

                      	
                        Foundation
                          Details

                      	
                        03/15/05

                      
	
                        S4.1

                      	
                        Floor
                          Framing Sections

                      	
                        03/15/05

                      
	
                        S4.2

                      	
                        Floor
                          Framing Sections

                      	
                        03/15/05

                      
	
                        S4.3

                      	
                        Floor
                          Framing Sections

                      	
                        03/15/05

                      
	
                        S5.1

                      	
                        Roof
                          Framing Sections

                      	
                        03/15/05

                      
	
                        S5.2

                      	
                        Roof
                          Framing Sections

                      	
                        03/15/05

                      
	 	 	 
	
                        Mechanical

                      	 	 
	
                        M0.0

                      	
                        HVAC
                          Legend and Drawing List

                      	
                        03/15/05

                      
	
                        M1.0

                      	
                        Lower
                          Level HVAC Demolition Plan

                      	
                        03/15/05

                      
	
                        M1.1

                      	
                        First
                          Floor HVAC Demolition Plan

                      	
                        03/15/05

                      
	
                        M1.2

                      	
                        Second
                          Floor HVAC Demolition Plan

                      	
                        03/15/05

                      
	
                        M1.2A

                      	
                        Mezzanine
                          HVAC Demolition Plan

                      	
                        03/15/05

                      
	
                        M1.3

                      	
                        Roof
                          HVAC Demolition Plan

                      	
                        03/15/05

                      
	
                        M2.0

                      	
                        Lower
                          Level HVAC Plan

                      	
                        03/15/05

                      
	
                        M2.1

                      	
                        First
                          Floor HVAC Plan

                      	
                        03/15/05

                      
	
                        M2.2

                      	
                        Second
                          Floor HVAC Plan

                      	
                        03/15/05

                      
	
                        M2.2A

                      	
                        Mezzanine
                          HVAC Plans

                      	
                        03/15/05

                      
	
                        M2.3

                      	
                        Roof
                          HVAC Plan

                      	
                        03/15/05

                      
	
                        M5.0

                      	
                        HVAC
                          Equipment Schedules

                      	
                        03/15/05

                      
	
                        M5.1

                      	
                        HVAC
                          Equipment Schedules

                      	
                        03/15/05

                      
	 	 	 
	
                        Plumbing

                      	 	 
	
                        P0.0

                      	
                        Plumbing
                          Legend & Drawing List

                      	
                        03/15/05

                      
	
                        P1.0

                      	
                        Lower
                          Level Plumbing Demolition Plan

                      	
                        03/15/05

                      
	
                        P1.1

                      	
                        First
                          Floor Plumbing Demolition Plan

                      	
                        03/15/05

                      
	
                        P1.2

                      	
                        Second
                          Floor Plumbing Demolition Plan

                      	
                        03/15/05

                      
	
                        P1.2A

                      	
                        Mezzanine
                          Plumbing Demolition Plans

                      	
                        03/15/05

                      
	
                        P2.0

                      	
                        Lower
                          Level Plumbing Plan

                      	
                        03/15/05

                      
	
                        P2.1

                      	
                        First
                          Floor Plumbing Plan

                      	
                        03/15/05

                      
	
                        P2.2

                      	
                        Second
                          Floor Plumbing Plan

                      	
                        03/15/05

                      
	
                        P2.2A

                      	
                        Mezzanine
                          Plumbing Plans

                      	
                        03/15/05

                      
	
                        P2.3

                      	
                        Roof
                          Plumbing Plan

                      	
                        03/15/05

                      
	
                        P3.0

                      	
                        Enlarged
                          Plumbing Plans

                      	
                        03/15/05

                      
	
                        P5.0

                      	
                        Plumbing
                          Schedules

                      	
                        03/15/05

                      
	 	 	 
	
                        Electrical

                      	 	 
	
                        E1.0

                      	
                        Lower
                          Level Power Plan

                      	
                        03/15/05

                      
	
                        E1.1

                      	
                        Lower
                          Level Lighting Plan

                      	
                        03/15/05

                      
	
                        E1.2

                      	
                        Foundation
                          Plan

                      	
                        03/15/05

                      
	
                        E1.3

                      	
                        Lower
                          Level Enlarged Power Plan

                      	
                        03/15/05

                      
	
                        E2.0

                      	
                        First
                          Level Power Plan

                      	
                        03/15/05

                      


              

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

              
                	
                        E2.1

                      	
                        First
                          Level Lighting Plan

                      	
                        03/15/05

                      
	
                        E2.2

                      	
                        First
                          Level Enlarged Power Plan

                      	
                        03/15/05

                      
	
                        E3.0

                      	
                        Second
                          Level Power Plan

                      	
                        03/15/05

                      
	
                        E3.1

                      	
                        Second
                          Level Lighting Plan

                      	
                        03/15/05

                      
	
                        E3.2

                      	
                        Second
                          Mezzanine Level Electrical Plans

                      	
                        03/15/05

                      
	
                        E4.0

                      	
                        Electrical
                          One-Line Diagram

                      	
                        03/15/05

                      
	
                        E4.1

                      	
                        Panel
                          Schedules Tollgate

                      	
                        03/15/05

                      
	
                        E4.2

                      	
                        Panel
                          Schedules Golden Rose

                      	
                        03/15/05

                      


              

            

          

        

        


         

        The
          Contract Documents shall have priority in the following order with priority
          within the Plans determined by scale (larger scale details shall have precedence
          over smaller scale drawings or details)

        


        
          	
                  Owner/Contractor
                    Agreement

                	 
	
                  Exhibit
                    B

                	
                  Additional
                    Provisions

                
	
                  Exhibit
                    F

                	
                  Clarifications
                    and Qualifications

                
	
                  Exhibit
                    D

                	
                  List
                    of Allowance Items

                
	
                  Exhibit
                    C

                	
                  Soft
                    Cost Checklist

                
	
                  Exhibit
                    B

                	
                  Schedule
                    of Values

                
	
                  All
                    other Exhibits

                	 


        


        
          
            


            Owner
              ________ 

            


            Contractor
              _________

            


            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        

          
            
              	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                       
Sprung
                      Contruction	 	 
	                                  EXHIBIT
                      "C"	 
	 	 	 	 	 	 
	                               SOFT
                      COST CHECKLIST	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                      OWNER
                        / CONTRACTOR / ARCHITECT

                    	 	 	 
	
                      SOFT
                        COST RESPONSIBILITY CHECKLIST

                    	 	 	 
	
                      DATE:
                        March 15, 2005

                    	 	 	
                      PROJECT:
                        Tollgate Casino and Hotel

                    	 
	
                      LOCATION:
                        Central City, Colorado

                    	 	 	 	 
	
                      OWNER:
                        CC Tollgate, LLC

                    	 	 	 	 
	
                      ARCHITECT:

                    	
                      Ivins
                        Design Group

                    	 	 	 	 
	 	 	 	 	 	 
	
                      #

                    	
                      OWNER

                    	
                      SCI

                    	
                      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

                      	 
	
                        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
                            

                        	
                          NA

                        	 	 	
                          MECHANICAL
                            PERMIT

                        	 
	
                          8
                            

                        	
                          NA

                        	 	 	
                          ELECTRICAL
                            PERMIT

                        	 
	
                          9
                            

                        	
                          NA

                        	 	 	
                          FIRE
                            SPRINK PERMIT

                        	 
	
                          10
                            

                        	
                          X

                        	 	 	
                          WASTEWATER
                            PERMIT

                        	 
	
                          11
                            

                        	
                          X

                        	 	 	
                          SEPTIC
                            SYSTEM PERMIT

                        	 
	
                          12
                            

                        	
                          X

                        	 	
                           

                        	
                          STREET
                            / WALK OCCUPANCY PERMIT

                        	 
	
                          13
                            

                        	
                          X

                        	 	 	
                          STORMWATER
                            MANAGEMENT PLAN

                        	 
	
                          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

                        	 
	
                          6
                            

                        	
                          X

                        	 	 	
                          REVIEW
                            DESIGN CONCEPTS

                        	 
	
                          7
                            

                        	
                          X

                        	 	 	
                          DEVELOP
                            BID PACKAGES/SUBCONTRACTING STRATEGY

                        	 
	
                          8
                            

                        	
                          X

                        	 	 	
                          SITE
                            USE RECOMMENDATIONS

                        	 
	
                          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

                        	 
	
                          2
                            

                        	
                          X

                        	 	 	
                          COMPACTION
                            TESTING

                        	 
	
                          3
                            

                        	
                          X

                        	 	 	
                          CONCRETE
                            TESTING AND REINFORCING STEEL INSPECTION

                        	 
	
                          4
                            

                        	
                          X

                        	 	 	
                          ASPHALT
                            TESTING

                        	 
	
                          5
                            

                        	
                          X

                        	 	 	
                          SPECIAL
                            INSPECTIONS

                        	 
	
                          6
                            

                        	 	
                          NA

                        	 	
                          WATER
                            & SEWER AS BUILTS

                        	 
	
                          7
                            

                        	 	
                          X

                        	 	
                          BUILDING
                            AS BUILTS

                        	 
	
                          8
                            

                        	
                          X

                        	 	 	
                          ELECTRICAL
                            UTILITIES - SECONDARY

                        	 
	
                          9
                            

                        	
                          X

                        	 	 	
                          TELEPHONE
                            UTILITIES - PEDESTAL TO BUILDINGS

                        	 
	
                          10
                            

                        	
                          X

                        	 	 	
                          CABLE
                            TV - PEDESTAL TO BUILDINGS

                        	 
	
                          11
                            

                        	
                          X

                        	 	 	
                          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

                        	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


                

              

            

          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Sprung
          Contruction

        


        EXHIBIT
          “D”

        ALLOWANCES

        


        


        1.  Pre-construction
          services are included to a cost of $32,000

        


        2.  A
          deposit
          for escalator/elevator to start shop drawings is included -
          $46,750


        
          
            


            Owner
              ________ 

            


            Contractor
              _________

            


            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Sprung
          Contruction

        


        


        EXHIBIT
          "E"

        ADDITIONAL
          PROVISIONS

        GENERAL
          CONTRACT COST PLUS A FEE WITH A GMP, A111 - 1997 

         




        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. INTENTIONALLY
          DELETED

        


        4.
          Building
          Permit.
          The
          Owner shall secure and pay for all building permits, land use approvals,
          approvals from any government agency, ALL UTILITY FEES, 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 FIVE PERCENT (5%) (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 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. 

        


        
          	9.  	
                  INTENTIONALLY
                    DELETED

                


        

        


        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 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 plus the Contractor’s Fee. 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. 

        


        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.

        


        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
          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.
                    

                


        

        


        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.

                


        

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        Sprung
          Contruction

        


        EXHIBIT
          "F"

        Clarifications
          and Qualifications




        


        Includes:
          Phase I Furnish and Install Demolition and Building Structural items
          including:

        


        Ongoing
          pre-construction services to a maximum of $32,000.

        


        Field
          overhead for approximately nine weeks of construction.

        


        Layout
          for demolition and new foundations.

        


        Demolition
          of existing building, to include shoring, demolition and lintels for new
          stone
          openings. 

        


        Site
          demolition and excavation for the new addition.

        


        Exterior
          shoring of 500 sq. ft. on Lawrence St. and Pony Express.

        


        Install
          caissons, footings and foundation walls for the new addition.

        


        Install
          damproofing at new foundation walls.

        


        Masonry
          patch back at the new openings in the existing building.

        


        Re-frame
          and infill floors at the existing building.

        


        Deposit
          to steel contractor to start shop drawings.

        


        Repair
          elevators and move doors.

        


        Plumbing
          demolition at existing building.

        


        Install
          miscellaneous fire sprinkler relocations necessary to perform the demolition
          in
          the existing building.

        


        HVAC
          demolition at existing building.

        


        Electrical
          demolition at existing building.

        


        Builder’s
          Risk Insurance

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Coordinate
          with inspecting agencies.

        


        Provide
          General Liability insurance, Central City Use Tax based on 4% of 40% of
          the bare
          contract amount, permit and plan review.

        


        


        Phase
          II: The
          Owner/Operator agree to incorporate the Casino amount to be developed (based
          on
          future plans) into a change order to this contract. For Phase I and II
          the
          Owner/Operator agree to a general contract Cost Plus a Fee With GMP, AIA
          111.

        


        


        Excludes:
          Any
          work
          or costs associated with:

        


        Improvements
          to the casino or site not outlined above.

        


        Subsurface
          elements not readily observable, noted in the plans, noted in the geo-technical
          report, de-watering or blasting to install the foundations or grease
          trap.

        


        Hazardous
          material removal or abatement.

        


        Bond

        


        Street
          closure permit, city street occupancy permit.

        


        Tap
          fees
          or development fees.

        


        Temporary
          heat, if necessary

        


        Tie
          in of
          MEP lines to be from 5-0 outside foundation walls.

        


        Testing
          fees (by Owner).

        


        Plan
          reproduction (by Owner).


        
          
            


            Owner
              ________ 

            


            Contractor
              _________

            


            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Sprung
          Contruction


        EXHIBIT
          "H"

        NOTICE
          TO
          PROCEED

        

 

        


        


        


        To: CC
          Tollgate, LLC

        


        Re: Tollgate
          Casino and Hotel

        


        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:

        


        


        


        _______________

        Richard
          Rabin, Member  Title

        



        
          
            


            Owner
              ________ 

            


            Contractor
              _________

            


            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Sprung
          Contruction


        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   CC
          Tollgate, LLC

        


        5. Umbrella                                                
          $
          4
          Million

        


        


        Certificates
          of Insurance evidencing compliance with these requirements and those stated
          in
          other contract documents shall be provided upon signing of
          contract.


        
          
            


            Owner
              ________ 

            


            Contractor
              _________

            


            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Sprung
          Contruction


        EXHIBIT
          "J"

        WARRANTY
          LETTER

        
 

        
 

        


        The
          undersigned in the Contractor for the project known as   ,
          located
          at  
          pursuant
          to the Agreement with (“Owner”) dated   .

        


        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 building 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.

        


        


        SPRUNG
          CONSTRUCTION, INC.

        


        


         

        Thomas
          A.
          Sprung, President  Date


        
          
            


            Owner
              ________ 

            


            Contractor
              _________

            


            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Sprung
          Contruction

        


        EXHIBIT
          "K"

        PARTIAL
          WAIVER AND CONDITIONAL RELEASE OF LIEN

        


        





        


        To: CC
          Tollgate, LLC

        


        Release
          Party: Sprung
          Construction, Inc.

        


        Project
          Property: 102
          Main
          St., Central City, CO

         

        


        
          	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 _________________,
                    not
                    including retention.

                


        

        


        
          	2.  	
                  The
                    undersigned recites that, subject to amount for retention and
                    pending
                    claims, it has paid or, upon receipt of the above payment, will
                    forthwith
                    pay all laborers, employees, subcontractors, suppliers or 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 related thereto.

                


        

        


        
          	3.  	
                  This
                    waiver and release operates for the benefit of the Owner and
                    Lender on the
                    Project.

                


        

        


        


        


        


        ___   

        Sprung
          Construction, Inc. Date

        


        


        


        


        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        


        


        


        


        Sprung
          Contruction


        EXHIBIT
          "K"

        FINAL
          WAIVER AND RELEASE OF LIEN

        


        

 

        


        To: CC
          Tollgate, LLC

        


        Release
          Party: Sprung
          Construction, Inc.

        


        Project
          Property: 102
          Main
          St., Central City, CO

         

        


        
          	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 _________________,
                    not
                    including retention.

                


        

        


        
          	 	
                  2.

                	
                  The
                    undersigned warrants, recites and agrees that the above payment
                    represents
                    full and final payment for any work performed including labor,
                    materials
                    or service 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. Pending claims are excepted from the scope
                    of this
                    release.

                


        

        


        
          	 	
                  3.

                	
                  The
                    undersigned recites that, upon receipt of the above payment,
                    will
                    forthwith pay all laborers, employees, subcontractors, suppliers
                    or
                    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 related thereto.

                


        

        


        
          	 	
                  3.

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

                


        

        


        


        


        


        ___   

        Sprung
          Construction, Inc.  Date


        
          
            Owner
              ________ 

            


            Contractor
              _________

            


            


            


            


            


            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        Sprung
          Contruction

        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. Should there be any classification of
          labor
          not included below, but subsequently deemed necessary, said classification
          and a
          rate prevailing in the area shall be added to the list and the Owner notified
          in
          writing. Labor shall be calculated at actual cost and will not exceed the
          hourly
          rates for any category listed below. 

        


        The
          following labor rates will cover all wages, salaries, vacation or sick
          time,
          burden an direct or indirect expense associated with such labor, but not
          including incentive programs which may be an additional cost of the Work..
          

        


        Description      Hourly
          Rate

        Director
          of Operations     $129.22

        Sr.
          Project
          Manager                  
$101.63

        Principal                                      
          $100.00

        Project
          Manager Assistant       $
          75.25

        Superintendent                          
          $
          55.78

        Carpenter
          Foreman                    
$
          43.31

        Carpenter                                    
          $
          38.50

        Carpenter
          Helper                        $
          35.00

        Painter                                         
          $
          40.25

        Driver                                          
          $
          31.50

        Labor
          Foreman                          
$
          28.00

        Laborer                                       
          $
          21.00

        Administrative
          Assistant         $
          35.00

        


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


        construction.

        


        


        


        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        


        


        


        


        Equipment
          owned by
          the Contractor and used 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 other provisions of Article 7 of the Contract
          Form
          shall not apply. The equipment rates cover the acquisition of owned equipment,
          depreciation, major maintenance, etc., but do not include the cost of
          transportation to and from the site, fuel, minor maintenance or the cost
          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.

        


        

          Description                                              Monthly
            (unless otherwise noted)

          


          
            	
                    21
                      yd Dump Truck

                  	
                    $1,500.00

                  
	
                    Trucks

                  	
                    $
                      995.00

                  
	 	 
	
                    Radio/Cellular
                      Phone (Superintendents)

                  	
                    $
                      100.00 ea

                  
	
                    Radio/Cellular
                      Phone (Carpenter/Labor)

                  	
                    $
                      50.00 ea

                  
	
                    Fax/Copier

                  	
                    $
                      500.00

                  
	
                    Computer/Printer

                  	
                    $
                      335.00

                  
	 	 
	
                    Air
                      Compressor

                  	
                    $
                      210.00

                  
	
                    Cement
                      Mixer

                  	
                    $
                      199.00

                  
	
                    Chipping
                      Hammers

                  	
                    $
                      357.00

                  
	
                    Concrete
                      Blankets

                  	
                    $
                      50.00 ea

                  
	
                    Core
                      Drill

                  	
                    $
                      210.00

                  
	
                    Cutting
                      Torches

                  	
                    $
                      149.00

                  
	
                    Demo
                      Saw

                  	
                    $
                      278.00

                  
	
                    Generator

                  	
                    $
                      512.00

                  
	
                    Hammer
                      Drills

                  	
                    $
                      131.00

                  
	
                    Industrial
                      Fans

                  	
                    $
                      100.00

                  
	
                    Jack
                      Hammer

                  	
                    $
                      357.00

                  
	
                    Laser
                      Level

                  	
                    $
                      394.00

                  
	
                    Light
                      Cart

                  	
                    $
                      135.00

                  
	
                    Nail
                      Gun

                  	
                    $
                      200.00

                  
	
                    Paint
                      Sprayer

                  	
                    $
                      581.00

                  
	
                    Power
                      Washer

                  	
                    $
                      638.00

                  
	
                    Propane
                      Heaters

                  	
                    $
                      68.00

                  
	
                    Sump
                      Pump

                  	
                    $
                      210.00

                  
	
                    Scaffolding
                      (baker)

                  	
                    $
                      45.00

                  
	
                    Scaffolding
                      (1 tower)

                  	
                    $
                      200.00

                  
	
                    Scissor
                      Lift

                  	
                    $
                      800.00

                  
	
                    Table
                      Saw

                  	
                    $
                      150.00

                  
	
                    Tamper

                  	
                    $
                      266.00

                  
	
                    Temporary
                      Heater

                  	
                    $
                      425.00

                  
	
                    Trash
                      Carts

                  	
                    $
                      150.00

                  
	
                    Trash
                      Chutes

                  	
                    $
                      60.00 per week, per section

                  
	
                    Weed
                      Burner

                  	
                    $
                      65.00

                  
	
                    Welder

                  	
                    $
                      395.00

                  


          



        
 

      

    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    


     

     

    Document
      A201TM-1997

     

    General
      Conditions of the Contract for Construction

    


    
      	
              for
                the following PROJECT:

              (Name
                and location or address): 

              Tollgate
                Casino and Hotel 

              102
                Main St. 

              Central
                City, CO

               

              THE
                OWNER:

              (Name
                and address): 

              CC
                Tollgate, LLC 

              1263
                A Lake Plaza Dr. 

              Colorado
                Springs, CO 80906

               

              THE
                ARCHITECT:

               

              (Name
                and address): 

              Ivins
                Design Group 

              1480
                Humboldt St. 

              Denver,
                CO 80218

               

              TABLE
                OF ARTICLES

              1  GENERAL
                PROVISIONS

              2  OWNER

              3  CONTRACTOR

              4  ADMINISTRATION
                OF THE CONTRACT

              5  SUBCONTRACTORS

              6  CONSTRUCTION
                BY OWNER OR BY SEPARATE CONTRACTORS

              7  CHANGES
                IN THE WORK

              8  TIME

              9  PAYMENTS
                AND COMPLETION

              10  PROTECTION
                OF PERSONS AND PROPERTY

              11  INSURANCE
                AND BONDS

              12  UNCOVERING
                AND CORRECTION OF WORK

              13  MISCELLANEOUS
                PROVISIONS

              14  TERMINATION
                OR SUSPENSION OF THE CONTRACT

            	 	
               

              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 has been approved and endorsed by The Associated
                General Contractors of
                America

            


    

    


     

    AIA
      Document A201 TM - 1997. Copyright © 1911, 1915, 1918, 1925, 1937 1951, 1958,
      1961, 1963, 1966, 1967, 1970, 1976, 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 07:52:10 on 04/19/2005 under
      OrderNo.1000139146_1
      which expires on 9/29/05, and is not for resale.

     

    /s/ RR

    /s/ LH

    /s/ TS


    
      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

    

    


     

    


    
      	
               

              INDEX

              (Numbers
                and Topics in Bold are Section Headings)

               

              Acceptance
                of Nonconforming Work

              9.6.6,
                9.9.3, 12.3

              Acceptance
                of Work

              9.6.6,
                9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3

               

              Access
                to Work

              3.16,
                6.2.1, 12.1

              Accident
                Prevention

               

              4.2.3,
                10

              Acts
                and Omissions

              3.2,
                3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1,

              9.5.1,
                10.2.5, 13.4.2, 13.7, 14.1

              Addenda

              1.1.1,3.11

              Additional
                Costs, Claims for

              4.3.4,4.3.5,4.3.6,
                6.1.1, 10.3

              Additional
                Inspections and Testing

              9.8.3,
                12.2.1, 13.5

              Additional
                Time, Claims for

              4.3.4,
                4.3.7, 8.3.2

               

              ADMINISTRATION
                OF THE CONTRACT

              3.1.3,
                4, 9.4, 9.5

              Advertisement
                or Invitation to Bid

              1.1.1

              Aesthetic
                Effect

              4.2.13,4.5.1

               

              Allowances

              3.8

              All-risk
                Insurance

              11.4.1.1

               

              Applications
                for Payment

              4.2.5,
                7.3.8, 9.2, 9.3,
                9.4,
                9.5.1, 9.6.3, 9.7.1, 9.8.5,

              9.10,
                11.1.3, 14.2.4, 14.4.3

              Approvals

              2.4,
                3.1.3, 3.5, 3.10.2, 3.12, 4.2.7, 9.3.2, 13.4.2, 13.5

               

              Arbitration

              4.3.3,
                4.4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11.4.9,

              11.4.10

               

              Architect

              4.1

              Architect,
                Definition of

              4.1.1

               

              Architect,
                Extent of Authority

              2.4,
                3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6, 7.4,

               

              9.2,
                9.3.1, 9.4, 9.5, 9.8.3, 9.10.1, 9.10.3, 12.1, 12.2.1,

              13.5.1,
                13.5.2, 14.2.2, 14.2.4

               

              Architect,
                Limitations of Authority and

              Responsibility

              2.1.1,  3.3.3,
                3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1,

               

              4.2.2,  4.2.3,
                4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 4.4,

               

              5.2.1,
                7.4, 9.4.2, 9.6.4, 9.6.6

               

              Architect's
                Additional Services and Expenses 2.4,
                11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 Architect's
                Administration of the Contract

            	 	
              3.1.3,
                4.2, 4.3.4, 4.4, 9.4, 9.5

              Architect's
                Approvals

              2.4,
                3.1.3, 3.5.1, 3.10.2, 4.2.7

              Architect's
                Authority to Reject Work

              3.5.1,4.2.6,
                12.1.2, 12.2.1

               

              Architect's
                Copyright

              1.6

              Architect's
                Decisions

              4.2.6,
                4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5,

               

              4.4.6,
                4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4,

              9.5.1,  9.8.4,
                9.9.1, 13.5.2, 14.2.2, 14.2.4

              Architect's
                Inspections

              4.2.2,  4.2.9,
                4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5

              Architect's
                Instructions

              3.2.3,  3.3.1,
                4.2.6, 4.2.7, 4.2.8, 7.4.1, 12.1, 13.5.2

              Architect's
                Interpretations

              4.2.11,
                4.2.12, 4.3.6

              Architect's
                Project Representative

              4.2.10

              Architect's
                Relationship with Contractor

               

              1.1.2,  1.6,
                3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1,

              3.7.2,  3.10,
                3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2,

              4.3.4,  4.4.1,
                4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4,

              9.5,
                9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12,

              13.4.2,
                13.5

              Architect's
                Relationship with Subcontractors

              1.1.2,
                4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.4.7

              Architect's
                Representations

              9.4.2,
                9.5.1, 9.10.1

              Architect's
                Site Visits

              4.2.2,
                4.2.5, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1,

              13.5

              Asbestos

              10.3.1

              Attorneys'
                Fees

              3.18.1,
                9.10.2, 10.3.3

               

              Award
                of Separate Contracts

              6.1.1,
                6.1.2

               

              Award
                of Subcontracts and Other Contracts for

              Portions
                of the Work

              5.2

               

              Basic
                Definitions

              1.1

              Bidding
                Requirements

              1.1.1,
                1.1.7, 5.2.1, 11.5.1

              Boiler
                and Machinery Insurance

              11.4.2

               

              Bonds,
                Lien

              9.10.2

               

              Bonds,
                Performance, and Payment

              7.3.6.4,
                9.6.7, 9.10.3, 11.4.9, 11.5

              Building
                Permit

               

              3.7.1

              Capitalization

               

              1.3

              Certificate
                of Substantial Completion

            


    

    


     

    


    


    
      /s/ RR

      /s/ LH

      /s/ TS


    

    


    
      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              9.8.3,
                9.8.4, 9.8.5 Certificates
                for Payment

              4.2.5,
                4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1,

              9.10.3,
                13.7, 14.1.1.3, 14.2.4

              Certificates
                of Inspection, Testing or Approval

              13.5.4

               

              Certificates
                of Insurance

              9.10.2,
                11.1.3

               

              Change
                Orders

              1.1.1,
                2.4.1, 3.4.2, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8, 4.3.4,

              4.3.9,
                5.2.3, 7.1, 7.2, 7.3, 8.3.1, 9.3.1.1, 9.10.3,

              11.4.1.2,
                11.4.4, 11.4.9, 12.1.2

              Change
                Orders, Definition of

              7.2.1

               

              CHANGES
                IN THE WORK

              3.11,4.2.8,
                7, 8.3.1, 9.3.1.1, 11.4.9

              Claim,
                Definition
                of

               

              4.3.1

              Claims
                and Disputes

              3.2.3,
                4.3, 4.4, 4.5, 4.6, 6.1.1, 6.3, 7.3.8, 9.3.3, 9.10.4,

              10.3.3

               

              Claims
                and Timely Assertion of Claims

              4.6.5

              Claims
                for Additional Cost

              3.2.3,
                4.3.4, 4.3.5, 4.3.6, 6.1.1, 7.3.8, 10.3.2

               

              Claims
                for Additional Time

              3.2.3,
                4.3.4, 4.3.7, 6.1.1, 8.3.2, 10.3.2

               

              Claims
                for Concealed or Unknown Conditions

              4.3.4

              Claims
                for Damages

              3.2.3,
                3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3,

              11.1.1,
                11.4.5, 11.4.7, 14.1.3, 14.2.4

              Claims
                Subject to Arbitration

              4.4.1,4.5.1,4.6.1

              Cleaning
                Up

              3.15,
                6.3

              Commencement
                of Statutory Limitation Period

              13.7

              Commencement
                of the Work, Conditions Relating to

              2.2.1,
                3.2.1, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 4.3.5, 5.2.1,

              5.2.3,
                6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.4.1, 11.4.6,

               

              11.5.1

              Commencement
                of the Work, Definition of

              8.1.2

               

              Communications
                Facilitating Contract

              Administration

              3.9.1,
                4.2.4

              Completion,
                Conditions Relating to

               

              1.6.1,
                3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8,

              9.9.1,
                9.10, 12.2, 13.7, 14.1.2

               

              COMPLETION,
                PAYMENTS AND

              9

              Completion,
                Substantial

              4.2.9,
                8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3,

              9.10.4.2,
                12.2, 13.7

               

              Compliance
                with Laws

            	 	
              1.6.1,
                3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6.4,

              4.6.6,
                9.6.4, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,

              13.5.2,
                13.6, 14.1.1, 14.2.1.3

               

              Concealed
                or Unknown Conditions

              4.3.4,
                8.3.1, 10.3

              Conditions
                of the Contract

              1.1.1,
                1.1.7, 6.1.1, 6.1.4

               

              Consent,
                Written

              1.6,
                3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2,

              9.8.5,
                9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2

               

              CONSTRUCTION
                BY OWNER OR BY

              SEPARATE
                CONTRACTORS

              1.1.4,
                6

              Construction
                Change Directive, Definition of

               

              7.3.1

               

              Construction
                Change Directives

              1.1.1,
                3.12.8, 4.2.8, 4.3.9, 7.1, 7.3, 9.3.1.1

              Construction
                Schedules, Contractor's

              1.4.1.2,
                3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3

               

              Contingent
                Assignment of Subcontracts

              5.4,
                14.2.2.2

               

              Continuing
                Contract Performance

              4.3.3

              Contract,
                Definition of

              1.1.2

               

              CONTRACT,
                TERMINATION OR

              SUSPENSION
                OF THE

              5.4.1.1, 11.4.9,
                14

              Contract
                Administration

              3.1.3,4,
                9.4, 9.5

              Contract
                Award and Execution, Conditions Relating

              to

              3.7.1,
                3.10, 5.2, 6.1, 11.1.3, 11.4.6, 11.5.1

               

              Contract
                Documents, The

              1.1,
                1.2

              Contract
                Documents, Copies Furnished and Use of

              1.6,
                2.2.5, 5.3

              Contract
                Documents, Definition of

              1.1.1

               

              Contract
                Sum

              3.8,
                4.3.4, 4.3.5, 4.4.5, 5.2.3, 7.2, 7.3, 7.4, 9.1,
                9.4.2,

              9.5.1.4,
                9.6.7, 9.7, 10.3.2, 11.4.1, 14.2.4, 14.3.2

              Contract
                Sum, Definition of

               

              9.1

              Contract
                Time

              4.3.4,
                4.3.7, 4.4.5, 5.2.3, 7.2.1.3, 7.3, 7.4, 8.1.1, 8.2,

              8.3.1,
                9.5.1, 9.7, 10.3.2, 12.1.1, 14.3.2

              Contract
                Time, Definition of

              8.1.1

               

              CONTRACTOR

              3

              Contractor,
                Definition of

              3.1,
                6.1.2

               

              Contractor's
                Construction Schedules

              1.4.1.2, 3.10,
                3.12.1, 3.12.2, 4.3.7.2, 6.1.3

              Contractor's
                Employees

            


    

    


     

    


    
      /s/ RR

      /s/ LH

      /s/ TS



    

     

    
      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              3.3.2,
                3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3,

              11.1.1, 11.4.7,
                14.1, 14.2.1.1,

              Contractor's
                Liability Insurance

              11.1

              Contractor's
                Relationship with Separate Contractors

              and
                Owner's Forces

              3.12.5,
                3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4

              Contractor's
                Relationship with Subcontractors

              1.2.2,
                3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2,

               

              11.4.1.2,
                11.4.7, 11.4.8

              Contractor's
                Relationship with the Architect

               

              1.1.2,  1.6,
                3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1,

              3.7.3,  3.10,
                3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2,

              4.3.4,  4.4.1,
                4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4,

              9.5,
                9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12,

              13.4.2, 13.5

              Contractor's
                Representations

              1.5.2,
                3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2

               

              Contractor's
                Responsibility for Those Performing the

              Work

               

              3.3.2,
                3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1,

              10

              Contractor's
                Review of Contract Documents

              1.5.2,
                3.2, 3.7.3

              Contractor's
                Right to Stop the Work

              9.7

              Contractor's
                Right to Terminate the Contract

              4.3.10,
                14.1

              Contractor's
                Submittals

              3.10,
                3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3,

              9.8.2,
                9.8.3, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.5.2

              Contractor's
                Superintendent

              3.9,
                10.2.6

              Contractor's
                Supervision and Construction

               

              Procedures

              1.2.2,
                3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3,

              6.2.4,
                7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14

               

              Contractual
                Liability Insurance

              11.1.1.8,
                11.2, 11.3

              Coordination
                and Correlation

               

              1.2, 1.5.2,
                3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1

               

              Copies
                Furnished of Drawings and Specifications

               

              1.6,
                2.2.5, 3.11

              Copyrights
                1.6,
                3.17 Correction
                of Work

              2.3, 2.4,
                3.7.4, 4.2.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2,

              12.2,
                13.7.1.3

               

              Correlation
                and Intent of the Contract Documents

              1.2

              Cost,
                Definition of

               

              7.3.6

              Costs

              2.4, 3.2.3,
                3.7.4, 3.8.2, 3.15.2, 4.3, 5.4.2, 6.1.1, 6.2.3,

              7.3.3.3,
                7.3.6, 7.3.7, 7.3.8, 9.10.2, 10.3.2, 10.5, 11.3,

              11.4,
                12.1, 12.2.1, 12.2.4, 13.5, 14

               

              Cutting
                and Patching

            	 	
              6.2.5, 3.14

              Damage
                to Construction of Owner or Separate

               

              Contractors

              3.14.2,
                6.2.4, 9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1,

              11.4,
                12.2.4

               

              Damage
                to the Work

              3.14.2,
                9.9.1, 10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4

              Damages,
                Claims for

              3.2.3,
                3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3,

              11.1.1,
                11.4.5, 11.4.7, 14.1.3, 14.2.4

              Damages
                for Delay

              6.1.1,
                8.3.3, 9.5.1.6, 9.7, 10.3.2

              Date
                of Commencement of the Work, Definition of

              8.1.2

              Date
                of Substantial Completion, Definition of

               

              8.1.3

              Day,
                Definition of

              8.1.4

               

              Decisions
                of the Architect

              4.2.6, 4.2.7,
                4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5,

              4.4.6,
                4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4,

              9.5.1,
                9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4

              Decisions
                to Withhold Certification

              9.4.1,
                9.5, 9.7, 14.1.1.3

              Defective
                or Nonconforming Work, Acceptance,

              Rejection
                and Correction of

               

              2.3,
                2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2,

              9.9.3,
                9.10.4, 12.2.1, 13.7.1.3

              Defective
                Work, Definition of

               

              3.5.1

              Definitions

              1.1,
                2.1.1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1,

               

              4.3.1,
                5.1, 6.1.2, 7.2.1, 7.3.1, 7.3.6, 8.1, 9.1, 9.8.1

               

              Delays
                and Extensions of Time

              3.2.3,  4.3.1,
                4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1,

              7.4.1,
                8.3, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2

              Disputes

              4.1.4,  4.3,
                4.4, 4.5, 4.6, 6.3, 7.3.8

              Documents
                and
                Samples
                at the Site

              3.11

              Drawings,
                Definition of

              1.1.5

              Drawings
                and Specifications, Use and Ownership of

              1.1.1,  1.3,
                2.2.5, 3.11, 5.3

              Effective
                Date of Insurance

              8.2.2,  11.1.2

              Emergencies

              4.3.5,
                10.6, 14.1.1.2

              Employees,
                Contractor's

              3.3.2, 3.4.3,
                3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3,

              11.1.1, 11.4.7,
                14.1, 14.2.1.1

              Equipment,
                Labor, Materials and

              1.1.3, 1.1.6,
                3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1,

              4.2.6,
                4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3,

              9.10.2, 10.2.1,
                10.2.4, 14.2.1.2

              Execution
                and Progress of the Work

            


    

    


    


    


    


    
      /s/ RR

      /s/ LH

      /s/ TS


    

    


    


    
      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              1.1.3,
                1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3, 3.4, 3.5, 3.7, 3.10, 3.12,
                3.14,
                4.2.2, 4.2.3, 4.3.3, 6.2.2, 7.1.3, 7.3.4, 8.2, 9.5, 9.9.1, 10.2,
                10.3,
                12.2, 14.2, 14.3 Extensions
                of Time

              3.2.3, 4.3.1,
                4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3, 7.4.1,

              9.5.1,
                9.7.1, 10.3.2, 10.6.1, 14.3.2

               

              Failure
                of Payment

              4.3.6,
                9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6

              Faulty
                Work

              (See
                Defective
                or Nonconforming Work)

               

              Final
                Completion and Final Payment

              4.2.1,
                4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1,

              11.4.5,
                12.3.1, 13.7, 14.2.4, 14.4.3

              Financial
                Arrangements, Owner's

              2.2.1, 13.2.2,
                14.1.1.5

               

              Fire
                and Extended Coverage Insurance

              11.4

               

              GENERAL
                PROVISIONS

              1

              Governing
                Law

               

              13.1

              Guarantees
                (See
                Warranty)

              Hazardous
                Materials

              10.2.4,
                10.3, 10.5

              Identification
                of Contract Documents

              1.5.1

              Identification
                of Subcontractors and Suppliers

              5.2.1

               

              Indemnification

              3.17,
                3.18, 9.10.2, 10.3.3, 10.5, 11.4.1.2, 11.4.7

               

              Information
                and Services Required of the Owner

              2.1.2, 2.2,
                3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3,

              6.1.4, 6.2.5,
                9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3,

              11.2,
                11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4

              Injury
                or Damage to Person or Property

              4.3.8,
                10.2, 10.6 Inspections

              3.1.3, 3.3.3,
                3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.2,

              9.8.3,
                9.9.2, 9.10.1, 12.2.1, 13.5

              Instructions
                to Bidders

              1.1.1

              Instructions
                to the Contractor

              3.2.3,
                3.3.1, 3.8.1, 4.2.8, 5.2.1, 7, 12, 8.2.2, 13.5.2

              Insurance

              3.18.1,
                6.1.1, 7.3.6, 8.2.1, 9.3.2, 9.8.4, 9.9.1, 9.10.2,

              9.10.5,
                11

              Insurance,
                Boiler and Machinery

              11.4.2

               

              Insurance,
                Contractor's Liability

              11.1

              Insurance,
                Effective Date of

              8.2.2,
                11.1.2

               

              Insurance,
                Loss of Use

              11.4.3

               

              Insurance,
                Owner's Liability

              11.2

            	 	
               

              Insurance,
                Project Management Protective Liability

              11.3

               

              Insurance,
                Property

              10.2.5,
                11.4

              Insurance,
                Stored Materials

              9.3.2, 11.4.1.4

               

              INSURANCE
                AND BONDS 11

               

              Insurance
                Companies, Consent to Partial Occupancy

              9.9.1, 11.4.1.5

              Insurance
                Companies, Settlement with

              11.4.10

              Intent
                of the Contract Documents

              1.2.1,
                4.2.7, 4.2.12, 4.2.13, 7.4

               

              Interest

              13.6

              Interpretation

              1.2.3,
                1.4,
                4.1.1,
                4.3.1, 5.1, 6.1.2, 8.1.4

               

              Interpretations,
                Written

              4.2.11,
                4.2.12, 4.3.6

              Joinder
                and Consolidation of Claims Required

              4.6.4

               

              Judgment
                on Final Award

              4.6.6

              Labor
                and Materials, Equipment

              1.1.3, 1.1.6,
                3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1,

              42.6, 4.2.7,
                5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3,

              9.10.2,
                10.2.1, 10.2.4, 14.2.1.2

               

              Labor
                Disputes

              8.3.1

              Laws
                and Regulations

              1.6,
                3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6,

              9.6.4,
                9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,

              13.5.2, 13.6,
                14

              Liens

              2.1.2,
                4.4.8, 8.2.2, 9.3.3, 9.10 Limitation
                on Consolidation or Joinder 4.6.4

              Limitations,
                Statutes of

              4.6.3,
                12.2.6, 13.7

              Limitations
                of Liability

              2.3,
                3.2.1, 3.5.1, 3.7.3, 3.12.8, 3.12.10, 3.17, 3.18,

              4.2.6, 4.2.7,
                4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.10.4,

               

              10.3.3, 10.2.5,
                11.1.2, 11.2.1, 11.4.7, 12.2.5, 13.4.2

               

              Limitations
                of Time

              2.1.2, 2.2,
                2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1,

              4.2.7, 4.3,
                4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4,

              8.2,
                9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9,

              9.10,
                11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5,

              13.7, 14

               

              Loss
                of Use Insurance

              11.4.3

              Material
                Suppliers

              1.6,
                3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5

               

              Materials,
                Hazardous

              10.2.4, 10.3,
                10.5

            


    

    


    
      /s/ RR

      /s/ LH

      /s/ TS



    

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    


     

    


    


    


    
      	
               

              Materials,
                Labor, Equipment and

              1.1.3, 1.1.6,
                1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13,

              3.15.1,
                4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3,

              9.5.1.3,
                9.10.2, 10.2.1, 10.2.4, 14.2.1.2

               

              Means,
                Methods, Techniques, Sequences and

              Procedures
                of Construction

              3.3.1,
                3.12.10,4.2.2,4.2.7, 9.4.2

               

              Mechanic's
                Lien

              4.4.8

              Mediation

              4.4.1,
                4.4.5, 4.4.6, 4.4.8, 4.5,
                4.6.1,
                4.6.2, 8.3.1, 10.5

              Minor
                Changes in the Work

              1.1.1,
                3.12.8, 4.2.8, 4.3.6, 7.1, 7.4

               

              MISCELLANEOUS
                PROVISIONS

              13

              Modifications,
                Definition of

              1.1.1

              Modifications
                to the Contract

              1.1.1,
                1.1.2, 3.7.3, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1,

              9.7,
                10.3.2, 11.4.1

               

              Mutual
                Responsibility

              6.2

              Nonconforming
                Work, Acceptance of

              9.6.6,
                9.9.3, 12.3

              Nonconforming
                Work, Rejection and Correction of

               

              2.3,
                2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.8.2, 9.9.3, 9.10.4,

              12.2.1, 13.7.1.3

              Notice

              2.2.1,
                2.3, 2.4, 3.2.3, 3.3.1, 3.7.2, 3.7.4, 3.12.9, 4.3, 4.4.8, 4.6.5,
                5.2.1,
                8.2.2, 9.7, 9.10, 10.2.2, 11.1.3, 11.4.6,
                12.2.2, 12.2.4, 13.3, 13.5.1, 13.5.2, 14.1, 14.2 Notice,
                Written 2.3,
                2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5,

              5.2.1, 8.2.2,
                9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6,

              12.2.2, 12.2.4,
                13.3, 14

              Notice
                of Testing and Inspections

              13.5.1, 13.5.2

              Notice
                to Proceed

              8.2.2

               

              Notices,
                Permits, Fees and

              2.2.2, 3.7,
                3.13, 7.3.6.4, 10.2.2

              Observations,
                Contractor's

              1.5.2,
                3.2, 3.7.3,4.3.4

              Occupancy

              2.2.2,
                9.6.6, 9.8, 11.4.1.5 Orders,
                Written

              1.1.1, 2.3,
                3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2,

              13.5.2, 14.3.1

              OWNER

              2

              Owner,
                Definition of

              2.1

               

              Owner,
                Information and Services Required of the

              2.1.2, 2.2,
                3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3,

              6.1.4, 6.2.5,
                9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3,

              11.2,
                11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4

              Owner's
                Authority

            	 	
              1.6,
                2.1.1, 2.3, 2.4, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.1.3,
                4.2.4, 4.2.9, 4.3.6, 4.4.7, 5.2.1, 5.2.4, 5.4.1, 6.1,
                6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.9.1,
                9.10.2, 10.3.2, 11.1.3, 11.3.1, 11.4.3, 11.4.10,

              12.2.2, 12.3.1,
                13.2.2, 14.3, 14.4

              Owner's
                Financial Capability

              2.2.1, 13.2.2,
                14.1.1.5

              Owner's
                Liability Insurance

              11.2

              Owner's
                Loss of Use Insurance

              11.4.3

              Owner's
                Relationship with Subcontractors

              1.1.2, 5.2,
                5.3, 5.4, 9.6.4, 9.10.2, 14.2.2

              Owner's
                Right to Carry Out the Work

              2.4,
                12.2.4, 14.2.2.2

               

              Owner's
                Right to Clean Up

              6.3

              Owner's
                Right to Perform Construction and to

              Award
                Separate Contracts

              6.1

              Owner's
                Right to Stop the Work

              2.3

              Owner's
                Right to Suspend the Work

              14.3

              Owner's
                Right to Terminate the Contract

              14.2

               

              Ownership
                and Use of Drawings, Specifications

              and
                Other Instruments of Service

              1.1.1,
                1.6,
                2.2.5,
                3.2.1, 3.11.1, 3.17.1, 4.2.12, 5.3

               

              Partial
                Occupancy or Use

              9.6.6,
                9.9, 11.4.1.5

              Patching,
                Cutting and

               

              3.14,
                6.2.5

              Patents

              3.17

              Payment,
                Applications for

              4.2.5,
                7.3.8, 9.2, 9.3,
                9.4,
                9.5.1, 9.6.3, 9.7.1, 9.8.5,

              9.10.1,
                9.10.3, 9.10.5, 11.1.3, 14.2.4, 14.4.3

               

              Payment,
                Certificates for

              4.2.5, 4.2.9,
                9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1,

              9.10.3, 13.7,
                14.1.1.3, 14.2.4

              Payment,
                Failure of

              4.3.6, 9.5.1.3,
                9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6

              Payment,
                Final

              4.2.1,
                4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5,
                12.3.1, 13.7, 14.2.4, 14.4.3

               

              Payment
                Bond, Performance Bond and 7.3.6.4,
                9.6.7, 9.10.3, 11.4.9, 11.5
                Payments,
                Progress

              4.3.3, 9.3,
                9.6, 9.8.5, 9.10.3, 13.6, 14.2.3

              PAYMENTS
                AND COMPLETION

              9

              Payments
                to Subcontractors

              5.4.2,
                9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8,

              14.2.1.2

              PCB

              10.3.1

            


    

    


    


    


    
      /s/ RR

      /s/ LH

      /s/ TS



    

     

    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    


    


    
      	
               

              Performance
                Bond and Payment Bond

              7.3.6.4,
                9.6.7, 9.10.3, 11.4.9, 11.5

               

              Permits,
                Fees and Notices

              2.2.2,3.7,
                3.13, 7.3.6.4, 10.2.2

               

              PERSONS
                AND PROPERTY, PROTECTION

              OF

              10

               

              Polychlorinated
                Biphenyl

              10.3.1

              Product
                Data, Definition of

              3.12.2

               

              Product
                Data and Samples, Shop Drawings

              3.11,
                3.12, 4.2.7

               

              Progress
                and Completion

              4.2.2,  4.3.3,
                8.2, 9.8, 9.9.1, 14.1.4

              Progress
                Payments

              4.3.2,  9.3,
                9.6,
                9.8.5,
                9.10.3, 13.6, 14.2.3

              Project,
                Definition of the

              1.1.4

               

              Project
                Management Protective Liability

              Insurance

              11.3

              Project
                Manual, Definition of the

              1.1.7

              Project
                Manuals

              2.2.5

              Project
                Representatives

              4.2.10

               

              Property
                Insurance

              10.2.5,11.4

               

              PROTECTION
                OF PERSONS AND PROPERTY

              10

              Regulations
                and Laws

              1.6,
                3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6,

              9.6.4,
                9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,

              13.5.2,
                13.6, 14

              Rejection
                of Work

               

              3.5.1,4.2.6,
                12.2.1

              Releases
                and Waivers of Liens

              9.10.2

               

              Representations

              1.5.2,
                3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1,

              9.8.2,
                9.10.1

              Representatives

              2.1.1, 3.1.1,
                3.9, 4.1.1, 4.2.1, 4.2.10, 5.1.1, 5.1.2,

              13.2.1

               

              Resolution
                of Claims and Disputes

              4.4,
                4.5, 4.6

              Responsibility
                for Those Performing the Work

              3.3.2, 3.18,
                4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1,

              10

              Retainage

              9.3.1,
                9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3

               

              Review
                of Contract Documents and Field

              Conditions
                by Contractor

              1.5.2,3.2,
                3.7.3, 3.12.7, 6.1.3

            	 	
              Review
                of Contractor's Submittals by Owner and Architect

              3.10.1, 3.10.2,
                3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2

              Review
                of Shop Drawings, Product Data and

              Samples
                by Contractor

              3.12

               

              Rights
                and Remedies

              1.1.2,
                2.3, 2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4, 4.5, 4.6, 5.3,

              5.4,
                6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3,

              12.2.2, 12.2.4,
                13.4,
                14

              Royalties,
                Patents and Copyrights

              3.17

              Rules
                and Notices for Arbitration

              4.6.2

               

              Safety
                of Persons and Property

              10.2,
                10.6

               

              Safety
                Precautions and Programs

              3.3.1, 4.2.2,
                4.2.7, 5.3.1, 10.1, 10.2, 10.6

              Samples,
                Definition of

              3.12.3

               

              Samples,
                Shop Drawings, Product Data and

              3.11,
                3.12, 4.2.7

               

              Samples
                at the Site, Documents and

              3.11

              Schedule
                of Values

              9.2,
                9.3.1

              Schedules,

              1.4.1.2,
                3.10, 3.Constructionl2.1, 3.12.2, 4.3.7.2,

               

              6.1.3

              Separate
                Contracts and Contractors

              1.1.4,
                3.12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.4, 6, 8.3.1,

               

              11.4.7,
                12.1.2, 12.2.5

              Shop
                Drawings, Definition of

              3.12.1

               

              Shop
                Drawings, Product Data and Samples

              3.11,
                3.12, 4.2.7

               

              Site,
                Use of

              3.13,
                6.1.1, 6.2.1

              Site
                Inspections

              1.2.2, 3.2.1,
                3.3.3, 3.7.1, 4.2, 4.3.4, 9.4.2, 9.10.1, 13.5

              Site
                Visits, Architect's

              4.2.2, 4.2.9,
                4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5

              Special
                Inspections and Testing

              4.2.6,
                12.2.1, 13.5

              Specifications,
                Definition of the

              1.1.6

               

              Specifications,
                The

              1.1.1,
                1.1.6, 1.1.7, 1.2.2, 1.6, 3.11, 3.12.10, 3.17

              Statute
                of Limitations

              4.6.3, 12.2.6,
                13.7

              Stopping
                the Work

              2.3,
                4.3.6, 9.7, 10.3, 14.1

              Stored
                Materials

              6.2.1,
                9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4 Subcontractor,
                Definition of 5.1.1
                SUBCONTRACTORS

            


    

    


    


    


    
      /s/ RR

      /s/ LH

      /s/ TS



    

     

    
      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
               

              Subcontractors,
                Work by

              1.2.2, 3.3.2,
                3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2,

              9.6.7

               

              Subcontractual
                Relations

              5.3,
                5.4,
                9.3.1.2, 9.6, 9.10 10.2.1, 11.4.7, 11.4.8, 14.1,

              14.2.1,
                14.3.2

              Submittals

              1.6,
                3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2,

              9.3,
                9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3

              Subrogation,
                Waivers of

              6.1.1, 11.4.5,
                11.4.7

              Substantial
                Completion

              4.2.9,
                8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3,

              9.10.4.2,
                12.2, 13.7

              Substantial
                Completion, Definition of

               

              9.8.1

              Substitution
                of Subcontractors

              5.2.3, 5.2.4

              Substitution
                of Architect 4.1.3

              Substitutions
                of Materials

              3.4.2,
                3.5.1, 7.3.7

              Sub-subcontractor,
                Definition of

              5.1.2

               

              Subsurface
                Conditions

              4.3.4

               

              Successors
                and Assigns

              13.2

               

              Superintendent

              3.9,
                10.2.6

              Supervision
                and Construction Procedures

              1.2.2, 3.3,
                3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3,

              6.2.4, 7.1.3,
                7.3.6, 8.2, 8.3.1, 9.4.2, 10, 12, 14

              Surety

              4.4.7,
                5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2

               

              Surety,
                Consent of

              9.10.2,
                9.10.3

              Surveys

              2.2.3

               

              Suspension
                by the Owner for Convenience

              14.4

              Suspension
                of the Work

              5.4.2,
                14.3

              Suspension
                or Termination of the Contract

              4.3.6,
                5.4.1.1, 11.4.9, 14

               

              Taxes

              3.6,
                3.8.2.1, 7.3.6.4

              Termination
                by the Contractor

              4.3.10,
                14.1

              Termination
                by the Owner for Cause

              4.3.10,
                5.4.1.1, 14.2

               

              Termination
                of the Architect

              4.1.3

              Termination
                of the Contractor

              14.2.2

            	 	
              TERMINATION
                OR SUSPENSION OF THE

              CONTRACT

              14

               

              Tests
                and Inspections

              3.1.3,
                3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2,

              9.10.1,
                10.3.2, 11.4.1.1, 12.2.1,13.5

              TIME

               

              8

              Time,
                Delays and Extensions of

              3.2.3,
                4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1,

              7.4.1,  8.3,
                9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2

              Time
                Limits

              2.1.1,  2.2,
                2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1,

              4.2,
                4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4,

              8.2,
                9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9,

              9.10,
                11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5,

              13.7,
                14

               

              Time
                Limits on Claims

              4.3.2,
                4.3.4, 4.3.8, 4.4, 4.5, 4.6

              Title
                to Work

              9.3.2,
                9.3.3

               

              UNCOVERING
                AND CORRECTION OF

              WORK

              12

              Uncovering
                of Work

              12.1

              Unforeseen
                Conditions

              4.3.4,
                8.3.1, 10.3

              Unit
                Prices

              4.3.9, 7.3.3.2

              Use
                of Documents

              1.1.1,
                1.6, 2.2.5, 3.12.6, 5.3

               

              Use
                of Site

              3.13,
                6.1.1, 6.2.1

              Values,
                Schedule of

              9.2,
                9.3.1

              Waiver
                of Claims by the Architect

              13.4.2

              Waiver
                of Claims by the Contractor

               

              4.3.10,
                9.10.5, 11.4.7, 13.4.2

              Waiver
                of Claims by the Owner

              4.3.10, 9.9.3,
                9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7,

              12.2.2.1,
                13.4.2, 14.2.4

               

              Waiver
                of Consequential Damages

              4.3.10,
                14.2.4

              Waiver
                of Liens

              9.10.2,
                9.10.4

              Waivers
                of Subrogation

              6.1.1,
                11.4.5, 11.4.7

               

              Warranty

              3.5,
                4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2,

              13.7.1.3

              Weather
                Delays

              4.3.7.2

              Work,
                Definition of

               

              1.1.3

              Written
                Consent

            


    

    


    


    


    
      /s/ RR

      /s/ LH

      /s/ TS



    

     

    


    
      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              1.6,
                3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5,
                9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2 Written
                Interpretations 4.2.11,
                4.2.12, 4.3.6 Written
                Notice

            	 	
               

              2.3,
                2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5,

              5.2.1,
                8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6,

              12.2.2,
                12.2.4, 13.3,
                14

              Written
                Orders

               

              1.1.1,
                2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2,

              13.5.2,
                14.3.1

            


    

    


    


    


    


    
      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      1 GENERAL PROVISIONS

     

    §1.1
      BASIC DEFINITIONS

    §
      1.1.1 THE CONTRACT DOCUMENTS

    The
      Contract Documents consist of the Agreement between Owner and Contractor
      (hereinafter the Agreement), Conditions
      of the Contract (General, Supplementary and other Conditions), Drawings,
      Specifications, Addenda issued prior to execution of the Contract, other
      documents listed in the Agreement and Modifications issued after execution
      of
      the Contract. A Modification is (1) a written amendment to the Contract signed
      by both parties, (2) a Change
      Order, (3) a Construction Change Directive or (4) a written order for a minor
      change in the Work issued by the Architect. Unless specifically enumerated
      in
      the Agreement, the Contract Documents do not include other documents such as
      bidding requirements (advertisement or invitation to bid, Instructions to
      Bidders, sample forms, the
      Contractor's bid or portions of Addenda relating to bidding
      requirements).

     

    §1.1.2
      THE CONTRACT

    The
      Contract Documents form the Contract for Construction. The Contract represents
      the entire and integrated agreement
      between the parties hereto and supersedes prior negotiations, representations
      or
      agreements, either written or
      oral.
      The Contract may be amended or modified only by a Modification. The Contract
      Documents shall not be construed to create a contractual relationship of any
      kind (1) between the Architect and Contractor, (2) between the Owner and a
      Subcontractor or Sub-subcontractor, (3) between the Owner and Architect or
      (4)
      between any persons or entities other than the Owner and Contractor. The
      Architect shall, however, be entitled to performance and enforcement of
      obligations under the Contract intended to facilitate performance of the
      Architect's duties.

     

    §1.1.3
      THE WORK

    The
      term
      "Work" means the construction and services required by the Contract Documents,
      whether completed or partially completed, and includes all other labor,
      materials, equipment and services provided or to be provided by the
      Contractor to fulfill the Contractor's obligations. The Work may constitute
      the
      whole or a part of the Project.

     

    §1.1.4
      THE PROJECT

    The
      Project is the total construction of which the Work performed under the Contract
      Documents may be the whole or a part and which may include construction by
      the
      Owner or by separate contractors.

     

    §1.1.5
      THE DRAWINGS

    The
      Drawings are the graphic and pictorial portions of the Contract Documents
      showing the design, location and dimensions of the Work, generally including
      plans, elevations, sections, details, schedules and diagrams.

     

    §
      1.1.6 THE SPECIFICATIONS

    The
      Specifications are that portion of the Contract Documents consisting of the
      written requirements for materials, equipment, systems, standards and
      workmanship for the Work, and performance of related services.

     

    §
      1.1.7 THE PROJECT MANUAL

    The
      Project Manual is a volume assembled for the Work which may include the bidding
      requirements, sample forms, Conditions of the Contract and
      Specifications.

     

    §
      1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS

     

    §
      1.2.1
      The
      intent of the Contract Documents is to include all items necessary for the
      proper execution and completion of the Work by the Contractor. The Contract
      Documents are complementary, and what is required by one
      shall
      be as binding as if required by all; performance by the Contractor shall be
      required only to the extent consistent
      with the Contract Documents and reasonably inferable from them as being
      necessary to produce the indicated results.

     

    §
      1.2.2
      Organization of the Specifications into divisions, sections and articles, and
      arrangement of Drawings shall not control
      the Contractor in dividing the Work among Subcontractors or in establishing
      the
      extent of Work to be performed
      by any trade.

     

    §
      1.2.3
      Unless
      otherwise stated in the Contract Documents, words which have well-known
      technical or construction industry
      meanings are used in the Contract Documents in accordance with such recognized
      meanings.

    


     

    
      /s/ RR

      /s/ LH

      /s/ TS


    

    


    
      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

    

    


    §1.3
      CAPITALIZATION

    §
      1.3.1
      Terms
      capitalized in these General Conditions include those which are (1) specifically
      defined, (2) the titles

    of
      numbered articles or (3) the titles of other documents published by the American
      Institute of Architects.

     

    §1.4
      INTERPRETATION

    §
      1.4.1
      In the
      interest of brevity the Contract Documents frequently omit modifying words
      such
      as "all" and "any" and
      articles such as "the" and "an," but the fact that a modifier or an article
      is
      absent from one statement and appears in another is not intended to affect
      the
      interpretation of either statement.

     

    §
      1.5 EXECUTION OF CONTRACT DOCUMENTS

    §
      1.5.1
      The
      Contract Documents shall be signed by the Owner and Contractor. If either the
      Owner or Contractor or

    both
      do
      not sign all the Contract Documents, the Architect shall identify such unsigned
      Documents upon request.

     

    §
      1.5.2
      Execution of the Contract by the Contractor is a representation that the
      Contractor has visited the site, become
      generally familiar with local conditions under which the Work is to be performed
      and correlated personal observations
      with requirements of the Contract Documents.

     

    §
      1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF
      SERVICE 

    §
      1.6.1 The
      Drawings, Specifications and other documents, including those in electronic
      form, prepared by the Architect and the Architect's consultants are Instruments
      of Service through which the Work to be executed by the Contractor is described.
      The Contractor may retain one record set. Neither the Contractor nor any
      Subcontractor, Sub-subcontractor or material or equipment supplier shall own
      or
      claim a copyright in the Drawings, Specifications and other documents prepared
      by the Architect or the Architect's consultants, and unless otherwise indicated
      the Architect and the Architect's consultants shall be deemed the authors of
      them and will retain all common law, statutory and other reserved rights, in
      addition to the copyrights. All copies of Instruments of Service, except the
      Contractor's
      record set, shall be returned or suitably accounted for to the Architect, on
      request, upon completion of the
      Work.
      The Drawings, Specifications and other documents prepared by the Architect
      and
      the Architect's consultants, and copies thereof furnished to the Contractor,
      are
      for use solely with respect to this Project. They are not
      to be
      used by the Contractor or any Subcontractor, Sub-subcontractor or material
      or
      equipment supplier on other projects
      or for additions to this Project outside the scope of the Work without the
      specific written consent of the Owner, Architect and the Architect's
      consultants. The Contractor, Subcontractors, Sub-subcontractors and material
      or
      equipment suppliers are authorized to use and reproduce applicable portions
      of
      the Drawings, Specifications and other documents prepared by the Architect
      and
      the Architect's consultants appropriate to and for use in the execution of
      their
      Work under the Contract Documents. All copies made under this authorization
      shall bear the statutory copyright notice, if any, shown on the Drawings,
      Specifications and other documents prepared by the Architect and the Architect's
      consultants. Submittal or distribution to meet official regulatory requirements
      or for other purposes in connection with this Project is not to be construed
      as
      publication in derogation of the Architect's or
      Architect's consultants' copyrights or other reserved rights.

     

    ARTICLE
      2 OWNER 

    §
      2.1 GENERAL

    §
      2.1.1
      The
      Owner is the person or entity identified as such in the Agreement and is
      referred to throughout the Contract
      Documents as if singular in number. The Owner shall designate in writing a
      representative who shall have express
      authority to bind the Owner with respect to all matters requiring the Owner's
      approval or authorization. Except
      as
      otherwise provided in Section 4.2.1, the Architect does not have such authority.
      The term "Owner" means the
      Owner
      or the Owner's authorized representative.

     

    §
      2.1.2
      The
      Owner shall furnish to the Contractor within fifteen days after receipt of
      a
      written request, information necessary and relevant for the Contractor to
      evaluate, give notice of or enforce mechanic's lien rights. Such information
      shall include a correct statement of the record legal title to the property
      on
      which the Project is located, usually
      referred to as the site, and the Owner's interest therein.

     

    §
      2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER

    §
      2.2.1
      The
      Owner shall, at the written request of the Contractor, prior to commencement
      of
      the Work and thereafter, furnish
      to the Contractor reasonable evidence that financial arrangements have been
      made
      to fulfill the Owner's obligations under the Contract. Furnishing of such
      evidence shall be a condition precedent to commencement or

    
      /s/ RR

      /s/ LH

      /s/ TS


    

    


    


    
      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

    

    


    continuation
      of the Work. After such evidence has been furnished, the Owner shall not
      materially vary such financial
      arrangements without prior notice to the Contractor.

     

    §
      2.2.2
      Except
      for permits and fees, including those required under Section 3.7.1, which are
      the responsibility of the Contractor
      under the Contract Documents, the Owner shall secure and pay for necessary
      approvals, easements, assessments
      and charges required for construction, use or occupancy of permanent structures
      or for permanent changes
      in existing facilities.

     

    §
      2.2.3
      The
      Owner shall furnish surveys describing physical characteristics, legal
      limitations and utility locations for the
      site
      of the Project, and a legal description of the site. The Contractor shall be
      entitled to rely on the accuracy of information
      furnished by the Owner but shall exercise proper precautions relating to the
      safe performance of the Work.

     

    §
      2.2.4
      Information or services required of the Owner by the Contract Documents shall
      be
      furnished by the Owner with
      reasonable promptness. Any other information or services relevant to the
      Contractor's performance of the Work under the Owner's control shall be
      furnished by the Owner after receipt from the Contractor of a written
request
      for such information or services.

     

    §
      2.2.5
      Unless
      otherwise provided in the Contract Documents, the Contractor will be furnished,
      free of charge, such copies
      of
      Drawings and Project Manuals as are reasonably necessary for execution of the
      Work.

     

    §
      2.3 OWNER'S RIGHT TO STOP THE WORK

    §
      2.3.1
      If the
      Contractor fails to correct Work which is not in accordance with the
      requirements of the Contract Documents
      as required by Section 12.2 or persistently fails to carry out Work in
      accordance with the Contract Documents,
      the Owner may issue a written order to the Contractor to stop the Work, or
      any
      portion thereof, until the cause
      for
      such order has been eliminated; however, the right of the Owner to stop the
      Work
      shall not give rise to a duty on the part of the Owner to exercise this right
      for the benefit of the Contractor or any other person or entity, except to
      the
      extent required by Section 6.1.3.

     

    §
      2.4 OWNER'S RIGHT TO CARRY OUT THE WORK

    §
      2.4.1
      If the
      Contractor defaults or neglects to carry out the Work in accordance with the
      Contract Documents and fails within a seven-day period after receipt of written
      notice from the Owner to commence and continue correction of such default or
      neglect with diligence and promptness, the Owner may after such seven-day period
      give the Contractor
      a second written notice to correct such deficiencies within a three-day period.
      If the Contractor within such
      three-day period after receipt of such second notice fails to commence and
      continue to correct any deficiencies, the Owner may, without prejudice to other
      remedies the Owner may have, correct such deficiencies. In such case an
appropriate
      Change Order shall be issued deducting from payments then or thereafter due
      the
      Contractor the reasonable cost of correcting such deficiencies, including
      Owner's expenses and compensation for the Architect's additional
      services made necessary by such default, neglect or failure. Such action by
      the
      Owner and amounts charged
      to the Contractor are both subject to prior approval of the Architect. If
      payments then or thereafter due the Contractor
      are not sufficient to cover such amounts, the Contractor shall pay the
      difference to the Owner.

     

    ARTICLE
      3 CONTRACTOR 

     

    §
      3.1 GENERAL

     

    §
      3.1.1
      The
      Contractor is the person or entity identified as such in the Agreement and
      is
      referred to throughout the Contract
      Documents as if singular in number. The term "Contractor" means the Contractor
      or the Contractor's authorized
      representative.

     

    §
      3.1.2
      The
      Contractor shall perform the Work in accordance with the Contract
      Documents.

     

    §
      3.1.3
      The
      Contractor shall not be relieved of obligations to perform the Work in
      accordance with the Contract Documents either by activities or duties of the
      Architect in the Architect's administration of the Contract, or by tests,
inspections
      or approvals required or performed by persons other than the
      Contractor.

     

    §
      3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY
      CONTRACTOR

    §
      3.2.1
      Since
      the Contract Documents are complementary, before starting each portion of the
      Work, the Contractor

    shall
      carefully study and compare the various Drawings and other Contract Documents
      relative to that portion of the

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

    

    


    Work,
      as
      well as the information furnished by the Owner pursuant to Section 2.2.3, shall
      take field measurements of any
      existing conditions related to that portion of the Work and shall observe any
      conditions at the site affecting it. These obligations are for the purpose
      of
      facilitating construction by the Contractor and are not for the purpose of
      discovering
      errors, omissions, or inconsistencies in the Contract Documents; however, any
      errors, inconsistencies or omissions
      discovered by the Contractor shall be reported promptly to the Architect as
      a
      request for information in such
      form
      as the Architect may require.

     

    §
      3.2.2
      Any
      design errors or omissions noted by the Contractor during this review shall
      be
      reported promptly to the Architect,
      but it is recognized that the Contractor's review is made in the Contractor's
      capacity as a contractor and not as a licensed design professional unless
      otherwise specifically provided in the Contract Documents. The Contractor
      is not required to ascertain that the Contract Documents are in accordance
      with
      applicable laws, statutes, ordinances,
      building codes, and rules and regulations, but any nonconformity discovered
      by
      or made known to the Contractor shall be reported promptly to the
      Architect.

     

    §
      3.2.3
      If the
      Contractor believes that additional cost or time is involved because of
      clarifications or instructions issued by the Architect in response to the
      Contractor's notices or requests for information pursuant to Sections 3.2.1
      and
      3.2.2, the Contractor shall make Claims as provided in Sections 4.3.6 and 4.3.7.
      If the Contractor fails to perform
      the obligations of Sections 3.2.1 and 3.2.2, the Contractor shall pay such
      costs
      and damages to the Owner as would have been avoided if the Contractor had
      performed such obligations. The Contractor shall not be liable to the
Owner
      or
      Architect for damages resulting from errors, inconsistencies or omissions in
      the
      Contract Documents or for differences between field measurements or conditions
      and the Contract Documents unless the Contractor recognized such error,
      inconsistency, omission or difference and knowingly failed to report it to
      the
      Architect.

     

    §
      3.3 SUPERVISION AND CONSTRUCTION PROCEDURES

    §
      3.3.1
      The
      Contractor shall supervise and direct the Work, using the Contractor's best
      skill and attention. The Contractor
      shall be solely responsible for and have control over construction means,
      methods, techniques, sequences and
      procedures and for coordinating all portions of the Work under the Contract,
      unless the Contract Documents give
      other specific instructions concerning these matters. If the Contract Documents
      give specific instructions concerning
      construction means, methods, techniques, sequences or procedures, the Contractor
      shall evaluate the jobsite safety thereof and, except as stated below, shall
      be
      fully and solely responsible for the jobsite safety of such means,
      methods, techniques, sequences or procedures. If the Contractor determines
      that
      such means, methods, techniques,
      sequences or procedures may not be safe, the Contractor shall give timely
      written notice to the Owner and Architect and shall not proceed with that
      portion of the Work without further written instructions from the Architect.
      If the Contractor is then instructed to proceed with the required means,
      methods, techniques, sequences or procedures without acceptance of changes
      proposed by the Contractor, the Owner shall be solely responsible for any
      resulting loss or damage.

     

    §
      3.3.2
      The
      Contractor shall be responsible to the Owner for acts and omissions of the
      Contractor's employees, Subcontractors and their agents and employees, and
      other
      persons or entities performing portions of the Work for or on
      behalf
      of the Contractor or any of its Subcontractors.

     

    §
      3.3.3
      The
      Contractor shall be responsible for inspection of portions of Work already
      performed to determine that such
      portions are in proper condition to receive subsequent Work.

     

    §
      3.4 LABOR AND MATERIALS

     

    §
3.4.1
      Unless otherwise provided in the Contract Documents, the Contractor shall
      provide and pay for labor, materials,
      equipment, tools, construction equipment and machinery, water, heat, utilities,
      transportation, and other facilities
      and services necessary for proper execution and completion of the Work, whether
      temporary or permanent and
      whether or not incorporated or to be incorporated in the Work.

     

    §
      3.4.2
      The
      Contractor may make substitutions only with the consent of the Owner, after
      evaluation by the Architect and
      in
      accordance with a Change Order.

     

    §
      3.4.3
      The
      Contractor shall enforce strict discipline and good order among the Contractor's
      employees and other persons
      carrying out the Contract. The Contractor shall not permit employment of unfit
      persons or persons not skilled
      in tasks assigned to them.

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

    

    


    §
      3.5 WARRANTY

    §
      3.5.1
      The
      Contractor warrants to the Owner and Architect that materials and equipment
      furnished under the Contract will be of good quality and new unless otherwise
      required or permitted by the Contract Documents, 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, or normal wear and tear and
      normal usage. If required by the Architect, the Contractor
      shall furnish satisfactory evidence as to the kind and quality of materials
      and
      equipment.

     

    §
      3.6 TAXES

    §
3.6.1
      The Contractor shall pay sales, consumer, use and similar taxes for the Work
      provided by the Contractor which are legally enacted when bids are received
      or
      negotiations concluded, whether or not yet effective or merely scheduled to
      go
      into effect.

     

    §
      3.7 PERMITS, FEES AND NOTICES

     

    §
3.7.1
      Unless otherwise provided in the Contract Documents, the Contractor shall secure
      and pay for the building permit
      and other permits and governmental fees, licenses and inspections necessary
      for
      proper execution and completion
      of the Work which are customarily secured after execution of the Contract and
      which are legally required
      when bids are received or negotiations concluded.

     

    §
      3.7.2
      The
      Contractor shall comply with and give notices required by laws, ordinances,
      rules, regulations and lawful orders
      of
      public authorities applicable to performance of the Work.

     

    §
      3.7.3
      It is
      not the Contractor's responsibility to ascertain that the Contract Documents
      are
      in accordance with applicable laws, statutes, ordinances, building codes, and
      rules and regulations. However, if the Contractor observes that portions of
      the
      Contract Documents are at variance therewith, the Contractor shall promptly
      notify the Architect and Owner in writing, and necessary changes shall be
      accomplished by appropriate Modification.

     

    §
      3.7.4
      If the
      Contractor performs Work knowing it to be contrary to laws, statutes,
      ordinances, building codes, and rules
      and
      regulations without such notice to the Architect and Owner, the Contractor
      shall
      assume appropriate responsibility for such Work and shall bear the costs
      attributable to correction.

     

    §
      3.8 ALLOWANCES

    §
3.8.1
      The Contractor shall include in the Contract Sum all allowances stated in the
      Contract Documents. Items

    covered
      by allowances shall be supplied for such amounts and by such persons or entities
      as the Owner may direct,

    but
      the
      Contractor shall not be required to employ persons or entities to whom the
      Contractor has reasonable

    objection.

     

    §
      3.8.2
      Unless
      otherwise provided in the Contract Documents:

    
      	 	
              .1
                

            	
              allowances
                shall cover the cost to the Contractor of materials and equipment
                delivered at the site and all
                required taxes, less applicable trade
                discounts;

            


    

    
      	 	
              .2
                

            	
              Contractor's
                costs for unloading and handling at the site, labor, installation
                costs,
                overhead, profit and other expenses contemplated for stated allowance
                amounts shall be included in the Contract Sum but not in the
                allowances;

            


    

    
      	 	
              .3
                

            	
              whenever
                costs are more than or less than allowances, the Contract Sum shall
                be
                adjusted accordingly by
                Change Order. The amount of the Change Order shall reflect (1) the
                difference between actual costs and the allowances under Section
                3.8.2.1
                and (2) changes in Contractor's costs under Section 3.8.2.2.

            


    

     

    §
      3.8.3
      Materials and equipment under an allowance shall be selected by the Owner in
      sufficient time to avoid delay in
      the
      Work.

     

    §
      3.9 SUPERINTENDENT

    §
3.9.1
      The Contractor shall employ a competent superintendent and necessary assistants
      who shall be in attendance at
      the
      Project site during performance of the Work. The superintendent shall represent
      the Contractor, and communications given to the superintendent shall be as
      binding as if given to the Contractor. Important

    
       

       

       

      /s/ RR

      /s/ LH

      /s/ TS


    

    


    
      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

    

    


    communications
      shall be confirmed in writing. Other communications shall be similarly confirmed
      on written request
      in each case.

     

    §
      3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES

    §
      3.10.1 The
      Contractor, promptly after being awarded the Contract, shall prepare and submit
      for the Owner's and Architect's information a Contractor's construction schedule
      for the Work. The schedule shall not exceed time limits current
      under the Contract Documents, shall be revised at appropriate intervals as
      required by the conditions of the Work and Project, shall be related to the
      entire Project to the extent required by the Contract Documents, and shall
      provide for expeditious and practicable execution of the Work.

     

    §
      3.10.2 The
      Contractor shall prepare and keep current, for the Architect's approval, a
      schedule of submittals which is
      coordinated with the Contractor's construction schedule and allows the Architect
      reasonable time to review submittals.

     

    §
      3.10.3 The
      Contractor shall perform the Work in general accordance with the most recent
      schedules submitted to the
      Owner
      and Architect.

     

    §
      3.11 DOCUMENTS AND SAMPLES AT THE SITE

    §
3.11.1
      The Contractor shall maintain at the site for the Owner one record copy of
      the
      Drawings, Specifications, Addenda, Change Orders and other Modifications, in
      good order and marked currently to record field changes and selections made
      during construction, and one record copy of approved Shop Drawings, Product
      Data, Samples and similar
      required submittals. These shall be available to the Architect and shall be
      delivered to the Architect for submittal
      to the Owner upon completion of the Work.

     

    §
      3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

     

    §
      3.12.1 Shop
      Drawings are drawings, diagrams, schedules and other data specially prepared
      for
      the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer,
      supplier or distributor to illustrate some portion of the
      Work.

     

    §
      3.12.2 Product
      Data are illustrations, standard schedules, performance charts, instructions,
      brochures, diagrams and other
      information furnished by the Contractor to illustrate materials or equipment
      for
      some portion of the Work.

     

    §
      3.12.3 Samples
      are physical examples which illustrate materials, equipment or workmanship
      and
      establish standards
      by which the Work will be judged.

     

    §
      3.12.4 Shop
      Drawings, Product Data, Samples and similar submittals are not Contract
      Documents. The purpose of their
      submittal is to demonstrate for those portions of the Work for which submittals
      are required by the Contract Documents
      the way by which the Contractor proposes to conform to the information given
      and
      the design concept expressed in the Contract Documents. Review by the Architect
      is subject to the limitations of Section 4.2.7. Informational submittals upon
      which the Architect is not expected to take responsive action may be so
      identified in the Contract Documents. Submittals which are not required by
      the
      Contract Documents may be returned by the Architect without action.

     

    §
      3.12.5 The
      Contractor shall review for compliance with the Contract Documents, approve
      and
      submit to the Architect
      Shop Drawings, Product Data, Samples and similar submittals required by the
      Contract Documents with reasonable
      promptness and in such sequence as to cause no delay in the Work or in the
      activities of the Owner or of separate
      contractors. Submittals which are not marked as reviewed for compliance with
      the
      Contract Documents and approved
      by the Contractor may be returned by the Architect without action.

     

    §
      3.12.6 By
      approving and submitting Shop Drawings, Product Data, Samples and similar
      submittals, the Contractor represents
      that the Contractor has determined and verified materials, field measurements
      and field construction criteria related thereto, or will do so, and has checked
      and coordinated the information contained within such submittals
      with the requirements of the Work and of the Contract Documents.

     

    §
      3.12.7 The
      Contractor shall perform no portion of the Work for which the Contract Documents
      require submittal and
      review of Shop Drawings, Product Data, Samples or similar submittals until
      the
      respective submittal has been approved by the Architect.

     

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

    

    


    §
      3.12.8 The
      Work
      shall be in accordance with approved submittals except that the Contractor
      shall
      not be relieved of responsibility
      for deviations from requirements of the Contract Documents by the Architect's
      approval of Shop Drawings, Product Data, Samples or similar submittals unless
      the Contractor has specifically informed the Architect in
      writing of such deviation at the time of submittal and (1) the Architect has
      given written approval to the specific deviation
      as a minor change in the Work, or (2) a Change Order or Construction Change
      Directive has been issued authorizing the deviation. The Contractor shall not
      be
      relieved of responsibility for errors or omissions in Shop Drawings, Product
      Data, Samples or similar submittals by the Architect's approval
      thereof.

     

    §
      3.12.9 The
      Contractor shall direct specific attention, in writing or on resubmitted Shop
      Drawings, Product Data, Samples or similar submittals, to revisions other than
      those requested by the Architect on previous submittals. In the absence
      of such written notice the Architect's approval of a resubmission shall not
      apply to such revisions.

     

    §
      3.12.10 The
      Contractor shall not be required to provide professional services which
      constitute the practice of architecture or engineering unless such services
      are
      specifically required by the Contract Documents for a portion of the
      Work
      or unless the Contractor needs to provide such services in order to carry out
      the Contractor's responsibilities
      for construction means, methods, techniques, sequences and procedures. The
      Contractor shall not be required
      to provide professional services in violation of applicable law. If professional
      design services or certifications by a design professional related to systems,
      materials or equipment are specifically required of the Contractor
      by the Contract Documents, the Owner and the Architect will specify all
      performance and design criteria that
      such
      services must satisfy. The Contractor shall cause such services or
      certifications to be provided by a properly licensed design professional, whose
      signature and seal shall appear on all drawings, calculations, specifications,
      certifications, Shop Drawings and other submittals prepared by such
      professional. Shop Drawings and other submittals related to the Work designed
      or
      certified by such professional, if prepared by others, shall bear such
      professional's written approval when submitted to the Architect. The Owner
      and
      the Architect shall be entitled to rely upon the adequacy, accuracy and
      completeness of the services, certifications or approvals performed by such
      design professionals, provided the Owner and Architect have specified to the
      Contractor all performance and design criteria
      that such services must satisfy. Pursuant to this Section 3.12.10, the Architect
      will review, approve or take other appropriate action on submittals only for
      the
      limited purpose of checking for conformance with information given and the
      design concept expressed in the Contract Documents. The Contractor shall not
      be
      responsible for the adequacy
      of the performance or design criteria required by the Contract
      Documents.

     

    §3.13
      USE OF SITE

    §
      3.13.1 The
      Contractor shall confine operations at the site to areas permitted by law,
      ordinances, permits and the

    Contract
      Documents and shall not unreasonably encumber the site with materials or
      equipment.

     

    §3.14
      CUTTING AND PATCHING

    §
      3.14.1 The
      Contractor shall be responsible for cutting, fitting or patching required to
      complete the Work or to make

    its
      parts
      fit together properly.

     

    §
      3.14.2 The
      Contractor shall not damage or endanger a portion of the Work or fully or
      partially completed construction of the Owner or separate contractors by
      cutting, patching or otherwise altering such construction, or by excavation.
      The
      Contractor shall not cut or otherwise alter such construction by the Owner
      or a
      separate contractor except
      with written consent of the Owner and of such separate contractor; such consent
      shall not be unreasonably withheld.
      The Contractor shall not unreasonably withhold from the Owner or a separate
      contractor the Contractor's consent to cutting or otherwise altering the
      Work.

     

    §3.15
      CLEANING UP

    §
      3.15.1 The
      Contractor shall keep the premises and surrounding area free from accumulation
      of waste materials or

    rubbish
      caused by operations under the Contract. At completion of the Work, the
      Contractor shall remove from and

    about
      the
      Project waste materials, rubbish, the Contractor's tools, construction
      equipment, machinery and surplus

    materials.

     

    §
      3.15.2 If
      the
      Contractor fails to clean up as provided in the Contract Documents, the Owner
      may do so and the cost thereof
      shall be charged to the Contractor.

     

    
      /s/ RR

      /s/ LH

      /s/ TS


    

     

    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    


    §3.16
      ACCESS TO WORK

    §
      3.16.1 The
      Contractor shall provide the Owner and Architect access to the Work in
      preparation and progress wherever located.

     

    §
      3.17 ROYALTIES, PATENTS AND COPYRIGHTS

    §
      3.17.1 The
      Contractor shall pay all royalties and license fees. The Contractor shall defend
      suits or claims for infringement
      of copyrights and patent rights and shall hold the Owner and Architect harmless
      from loss on account thereof,
      but shall not be responsible for such defense or loss when a particular design,
      process or product of a particular
      manufacturer or manufacturers is required by the Contract Documents or where
      the
      copyright violations are contained in Drawings, Specifications or other
      documents prepared by the Owner or Architect. However, if the Contractor has
      reason to believe that the required design, process or product is an
      infringement of a copyright or a patent,
      the Contractor shall be responsible for such loss unless such information is
      promptly furnished to the Architect.

     

    §3.18
      INDEMNIFICATION

     

    §
      3.18.1 To
      the
      fullest extent permitted by law and to the extent claims, damages, losses or
      expenses are not covered by
      Project Management Protective Liability insurance purchased by the Contractor
      in
      accordance with Section 11.3, the
      Contractor shall indemnify and hold harmless the Owner, Architect, Architect's
      consultants, and agents and employees
      of any of them from and against claims, damages, losses and expenses, including
      but not limited to attorneys' fees, arising out of or resulting from performance
      of the Work, provided that such claim, damage, loss or expense is attributable
      to bodily injury, sickness, disease or death, or to injury to or destruction
      of
      tangible property (other
      than the Work itself), but only to the extent caused by the negligent acts
      or
      omissions of the Contractor, a Subcontractor,
      anyone directly or indirectly employed by them or anyone for whose acts they
      may
      be liable, regardless of whether or not such claim, damage, loss or expense
      is
      caused in part by a party indemnified hereunder. Such
      obligation shall not be construed to negate, abridge, or reduce other rights
      or
      obligations of indemnity which would otherwise exist as to a party or person
      described in this Section 3.18.

     

    §
      3.18.2 In
      claims
      against any person or entity indemnified under this Section 3.18 by an employee
      of the Contractor, a Subcontractor, anyone directly or indirectly employed
      by
      them or anyone for whose acts they may be liable, the indemnification obligation
      under Section 3.18.1 shall not be limited by a limitation on amount or type
      of
      damages, compensation
      or benefits payable by or for the Contractor or a Subcontractor under workers'
      compensation acts, disability
      benefit acts or other employee benefit acts.

     

    ARTICLE
      4 ADMINISTRATION OF THE CONTRACT § 4.1 ARCHITECT

    §
      4.1.1
      The
      Architect is the person lawfully licensed to practice architecture or an entity
      lawfully practicing architecture identified as such in the Agreement and is
      referred to throughout the Contract Documents as if singular in
      number. The term "Architect" means the Architect or the Architect's authorized
      representative.

     

    §
      4.1.2
      Duties,
      responsibilities and limitations of authority of the Architect as set forth
      in
      the Contract Documents shall not be restricted, modified or extended without
      written consent of the Owner, Contractor and Architect. Consent shall not be
      unreasonably withheld.

     

    §
      4.1.3
      If the
      employment of the Architect is terminated, the Owner shall employ a new
      Architect against whom the Contractor
      has no reasonable objection and whose status under the Contract Documents shall
      be that of the former Architect.

     

    §
      4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT

     

    §
      4.2.1
      The
      Architect will provide administration of the Contract as described in the
      Contract Documents, and will be an
      Owner's representative (1) during construction, (2) until final payment is
      due
      and (3) with the Owner's concurrence, from time to time during the one-year
      period for correction of Work described in Section 12.2. The Architect
      will have authority to act on behalf of the Owner only to the extent provided
      in
      the Contract Documents, unless otherwise modified in writing in accordance
      with
      other provisions of the Contract.

     

    §
      4.2.2
      The
      Architect, as a representative of the Owner, will visit the site at intervals
      appropriate to the stage of the Contractor's
      operations (1) to become generally familiar with and to keep the Owner informed
      about the progress and
      quality of the portion of the Work completed, (2) to endeavor to guard the
      Owner
      against defects and

     

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

    

    


    deficiencies
      in the Work, and (3) to determine in general if the Work is being performed
      in a
      manner indicating that the Work, when fully completed, will be in accordance
      with the Contract Documents. However, the Architect will not
      be
      required to make exhaustive or continuous on-site inspections to check the
      quality or quantity of the Work. The Architect will neither have control over
      or
      charge of, nor be responsible for, the construction means, methods, techniques,
      sequences or procedures, or for the safety precautions and programs in
      connection with the Work, since these
      are
      solely the Contractor's rights and responsibilities under the Contract
      Documents, except as provided in Section
      3.3.1.

     

    §
      4.2.3
      The
      Architect will not be responsible for the Contractor's failure to perform the
      Work in accordance with the requirements
      of the Contract Documents. The Architect will not have control over or charge
      of
      and will not be responsible for acts or omissions of the Contractor,
      Subcontractors, or their agents or employees, or any other persons or entities
      performing portions of the Work.

     

    §
      4.2.4
      Communications Facilitating Contract Administration. Except as otherwise
      provided in the Contract Documents
      or when direct communications have been specially authorized, the Owner and
      Contractor shall endeavor
      to communicate with each other through the Architect about matters arising
      out
      of or relating to the Contract.
      Communications by and with the Architect's consultants shall be through the
      Architect. Communications by
      and
      with Subcontractors and material suppliers shall be through the Contractor.
      Communications by and with separate
      contractors shall be through the Owner.

     

    §
      4.2.5
      Based on
      the Architect's evaluations of the Contractor's Applications for Payment, the
      Architect will review and certify the amounts due the Contractor and will issue
      Certificates for Payment in such amounts.

     

    §
      4.2.6
      The
      Architect will have authority to reject Work that does not conform to the
      Contract Documents. Whenever the
      Architect considers it necessary or advisable, the Architect will have authority
      to require inspection or testing of the
      Work
      in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is
      fabricated, installed or completed. However, neither this authority of the
      Architect nor a decision made in good faith either to exercise or not to
      exercise such authority shall give rise to a duty or responsibility of the
      Architect to the Contractor, Subcontractors,
      material and equipment suppliers, their agents or employees, or other persons
      or
      entities performing portions of the Work.

     

    §
      4.2.7
      The
      Architect will review and approve or take other appropriate action upon the
      Contractor's submittals such as
      Shop
      Drawings, Product Data and Samples, but only for the limited purpose of checking
      for conformance with information
      given and the design concept expressed in the Contract Documents. The
      Architect's action will be taken with
      such
      reasonable promptness as to cause no delay in the Work or in the activities
      of
      the Owner, Contractor or separate contractors, while allowing sufficient time
      in
      the Architect's professional judgment to permit adequate review.
      Review of such submittals is not conducted for the purpose of determining the
      accuracy and completeness of other
      details such as dimensions and quantities, or for substantiating instructions
      for installation or performance of equipment or systems, all of which remain
      the
      responsibility of the Contractor as required by the Contract Documents. The
      Architect's review of the Contractor's submittals shall not relieve the
      Contractor of the obligations under
      Sections 3.3, 3.5 and 3.12. The Architect's review shall not constitute approval
      of safety precautions or, unless otherwise specifically stated by the Architect,
      of any construction means, methods, techniques, sequences or procedures. The
      Architect's approval of a specific item shall not indicate approval of an
      assembly of which the item is
      a
      component.

     

    §
      4.2.8
      The
      Architect will prepare Change Orders and Construction Change Directives, and
      may
      authorize minor changes
      in the Work as provided in Section 7.4.

     

    §
      4.2.9
      The
      Architect will conduct inspections to determine the date or dates of Substantial
      Completion and the date of final completion, will receive and forward to the
      Owner, for the Owner's review and records, written warranties and
      related documents required by the Contract and assembled by the Contractor,
      and
      will issue a final Certificate for
      Payment upon compliance with the requirements of the Contract
      Documents.

     

    §
      4.2.10 If
      the
      Owner and Architect agree, the Architect will provide one or more project
      representatives to assist in carrying
      out the Architect's responsibilities at the site. The duties, responsibilities
      and limitations of authority of such project representatives shall be as set
      forth in an exhibit to be incorporated in the Contract Documents.

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS


    

    


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    


    §
      4.2.11
      The
      Architect will interpret and decide matters concerning performance under and
      requirements of, the Contract Documents on written request of either the Owner
      or Contractor. The Architect's response to such requests will be made in writing
      within any time limits agreed upon or otherwise with reasonable promptness.
      If
      no agreement is made concerning the time within which interpretations required
      of the Architect shall be furnished in compliance with this Section 4.2, then
      delay shall not be recognized on account of failure by the Architect to furnish
      such interpretations until 15 days after written request is made for
      them.

     

    §
      4.2.12 Interpretations
      and decisions of the Architect will be consistent with the intent of and
      reasonably inferable from the Contract Documents and will be in writing or
      in
      the form of drawings. When making such interpretations and
      initial decisions, the Architect will endeavor to secure faithful performance
      by
      both Owner and Contractor, will not
      show
      partiality to either and will not be liable for results of interpretations
      or
      decisions so rendered in good faith.

     

    §
      4.2.13 The
      Architect's decisions on matters relating to aesthetic effect will be final
      if
      consistent with the intent expressed
      in the Contract Documents.

     

    §
      4.3 CLAIMS AND DISPUTES

     

    §
      4.3.1
      Definition. A Claim is a demand or assertion by one of the parties seeking,
      as a
      matter of right, adjustment or interpretation of Contract terms, payment of
      money, extension of time or other relief with respect to the terms of the
Contract.
      The term "Claim" also includes other disputes and matters in question between
      the Owner and Contractor arising out of or relating to the Contract. Claims
      must
      be initiated by written notice. The responsibility to substantiate
      Claims shall rest with the party making the Claim.

     

    §
      4.3.2
      Time
      Limits on Claims. Claims by either party must be initiated within 21 days after
      occurrence of the event giving rise to such Claim or within 21 days after the
      claimant first recognizes the condition giving rise to the Claim, whichever
      is later. Claims must be initiated by written notice to the Architect and the
      other party.

     

    §
      4.3.3
      Continuing Contract Performance. Pending final resolution of a Claim except
      as
      otherwise agreed in writing or
      as
      provided in Section 9.7.1 and Article 14, the Contractor shall proceed
      diligently with performance of the Contract
      and the Owner shall continue to make payments in accordance with the Contract
      Documents.

     

    §
      4.3.4
      Claims
      for Concealed or Unknown Conditions. If conditions are encountered at the site
      which are (1) subsurface or otherwise concealed physical conditions which differ
      materially from those indicated in the Contract Documents or (2) unknown
      physical conditions of an unusual nature, which differ materially from those
      ordinarily found
      to
      exist and generally recognized as inherent in construction activities of the
      character provided for in the Contract
      Documents, then notice by the observing party shall be given to the other party
      promptly before conditions are disturbed and in no event later than 21 days
      after first observance of the conditions. The Architect will promptly
investigate
      such conditions and, if they differ materially and cause an increase or decrease
      in the Contractor's cost of, or time required for, performance of any part
      of
      the Work, will recommend an equitable adjustment in the Contract
      Sum or Contract Time, or both. If the Architect determines that the conditions
      at the site are not materially different
      from those indicated in the Contract Documents and that no change in the terms
      of the Contract is justified, the
      Architect shall so notify the Owner and Contractor in writing, stating the
      reasons. Claims by either party in opposition to such determination must be
      made
      within 21 days after the Architect has given notice of the decision. If the
      conditions encountered are materially different, the Contract Sum and Contract
      Time shall be equitably adjusted, but
      if
      the Owner and Contractor cannot agree on an adjustment in the Contract Sum
      or
      Contract Time, the adjustment shall be referred to the Architect for initial
      determination, subject to further proceedings pursuant to Section
      4.4.

     

    §
      4.3.5
      Claims
      for Additional Cost. If the Contractor wishes to make Claim for an increase
      in
      the Contract Sum, written notice as provided herein shall be given before
      proceeding to execute the Work. Prior notice is not required for Claims relating
      to an emergency endangering life or property arising under Section
      10.6.

     

    §
      4.3.6
      If the
      Contractor believes additional cost is involved for reasons including but not
      limited to (1) a written interpretation from the Architect, (2) an order by
      the
      Owner to stop the Work where the Contractor was not at fault, (3)
      a
      written order for a minor change in the Work issued by the Architect, (4)
      failure of payment by the Owner, (5) termination
      of the Contract by the Owner, (6) Owner's suspension or (7) other reasonable
      grounds, Claim shall be filed
      in
      accordance with this Section 4.3.

     

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    


    §
      4.3.7
      Claims
      for Additional Time

    §
      4.3.7.1 If
      the
      Contractor wishes to make Claim for an increase in the Contract Time, written
      notice as provided herein
      shall be given. The Contractor's Claim shall include an estimate of cost and
      of
      probable effect of delay on progress of the Work. In the case of a continuing
      delay only one Claim is necessary.

     

    §
      4.3.7.2 If
      adverse weather conditions are the basis for a Claim for additional time, such
      Claim shall be documented by data substantiating that weather conditions were
      abnormal for the period of time, could not have been reasonably anticipated
      and had an adverse effect on the scheduled construction.

     

    §
      4.3.8
      Injury
      or Damage to Person or Property. If either party to the Contract suffers injury
      or damage to person or property because of an act or omission of the other
      party, or of others for whose acts such party is legally responsible, written
      notice of such injury or damage, whether or not insured, shall be given to
      the
      other party within a
      reasonable time not exceeding 21 days after discovery. The notice shall provide
      sufficient detail to enable the other party to investigate the
      matter.

     

    §
      4.3.9
      If unit
      prices are stated in the Contract Documents or subsequently agreed upon, and
      if
      quantities originally contemplated
      are materially changed in a proposed Change Order or Construction Change
      Directive so that application of such unit prices to quantities of Work proposed
      will cause substantial inequity to the Owner or Contractor, the applicable
      unit
      prices shall be equitably adjusted.

     

    §
      4.3.10 Claims
      for Consequential Damages. The Contractor and Owner waive Claims against each
      other for consequential
      damages arising out of or relating to this Contract. This mutual waiver
      includes:

    .1
      damages
      incurred by the Owner for rental expenses, for losses of use, income, profit,
      financing, business and reputation, and for loss of management or employee
      productivity or of the services of such persons; and

     

    .2
      damages
      incurred by the Contractor for principal office expenses including the
      compensation of personnel stationed there, for losses of financing, business
      and
      reputation, and for loss of profit except anticipated profit arising directly
      from the Work.

     

    This
      mutual waiver is applicable, without limitation, to all consequential damages
      due to either party's termination in
      accordance with Article 14. Nothing contained in this Section 4.3.10 shall
      be
      deemed to preclude an award of liquidated
      direct damages, when applicable, in accordance with the requirements of the
      Contract Documents.

     

    §
      4.4 RESOLUTION OF CLAIMS AND DISPUTES

    §
      4.4.1
      Decision
      of Architect. Claims, including those alleging an error or omission by the
      Architect but excluding those arising under Sections 10.3 through 10.5, shall
      be
      referred initially to the Architect for decision. An initial decision by the
      Architect shall be required as a condition precedent to mediation, arbitration
      or litigation of all Claims
      between the Contractor and Owner arising prior to the date final payment is
      due,
      unless 30 days have passed after
      the
      Claim has been referred to the Architect with no decision having been rendered
      by the Architect. The Architect will not decide disputes between the Contractor
      and persons or entities other than the Owner.

     

    §
      4.4.2
      The
      Architect will review Claims and within ten days of the receipt of the Claim
      take one or more of the following actions: (1) request additional supporting
      data from the claimant or a response with supporting data from the
      other
      party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4)
      suggest a compromise, or (5) advise
      the parties that the Architect is unable to resolve the Claim if the Architect
      lacks sufficient information to evaluate
      the merits of the Claim or if the Architect concludes that, in the Architect's
      sole discretion, it would be inappropriate
      for the Architect to resolve the Claim.

     

    §
      4.4.3
      In
      evaluating Claims, the Architect may, but shall not be obligated to, consult
      with or seek information from either
      party or from persons with special knowledge or expertise who may assist the
      Architect in rendering a decision. The Architect may request the Owner to
      authorize retention of such persons at the Owner's expense.

     

    §
      4.4.4
      If the
      Architect requests a party to provide a response to a Claim or to furnish
      additional supporting data, such
      party shall respond, within ten days after receipt of such request, and shall
      either provide a response on the requested
      supporting data, advise the Architect when the response or supporting data
      will
      be furnished or advise the Architect
      that no supporting data will be furnished. Upon receipt of the response or
      supporting data, if any, the Architect will either reject or approve the Claim
      in whole or in part.

     

    
      /s/ RR

      /s/ LH

      /s/ TS


    

     

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    


    §
      4.4.5
      The
      Architect will approve or reject Claims by written decision, which shall state
      the reasons therefor and which shall notify the parties of any change in the
      Contract Sum or Contract Time or both. The approval or rejection of
      a
      Claim by the Architect shall be final and binding on the parties but subject
      to
      mediation and arbitration.

     

    §
      4.4.6
      When a
      written decision of the Architect states that (1) the decision is final but
      subject to mediation and arbitration
      and (2) a demand for arbitration of a Claim covered by such decision must be
      made within 30 days after the
      date
      on which the party making the demand receives the final written decision, then
      failure to demand arbitration within
      said 30 days' period shall result in the Architect's decision becoming final
      and
      binding upon the Owner and Contractor. If the Architect renders a decision
      after
      arbitration proceedings have been initiated, such decision may be
      entered as evidence, but shall not supersede arbitration proceedings unless
      the
      decision is acceptable to all parties concerned.

     

    §
      4.4.7
      Upon
      receipt of a Claim against the Contractor or at any time thereafter, the
      Architect or the Owner may, but is
      not
      obligated to, notify the surety, if any, of the nature and amount of the Claim.
      If the Claim relates to a possibility of a Contractor's default, the Architect
      or the Owner may, but is not obligated to, notify the surety and request the
      surety's assistance in resolving the controversy.

     

    §
      4.4.8
      If a
      Claim relates to or is the subject of a mechanic's lien, the party asserting
      such Claim may proceed in accordance with applicable law to comply with the
      lien
      notice or filing deadlines prior to resolution of the Claim by the Architect,
      by
      mediation or by arbitration.

     

    §
      4.5 MEDIATION

    §
      4.5.1
      Any
      Claim arising out of or related to the Contract, except Claims relating to
      aesthetic effect and except those waived
      as
      provided for in Sections 4.3.10, 9.10.4 and 9.10.5 shall, after initial decision
      by the Architect or 30 days after submission of the Claim to the Architect,
      be
      subject to mediation as a condition precedent to arbitration or the institution
      of legal or equitable proceedings by either party.

     

    §
      4.5.2
      The
      parties shall endeavor to resolve their Claims by mediation which, unless the
      parties mutually agree otherwise, shall be in accordance with the Construction
      Industry Mediation Rules of the American Arbitration Association
      currently in effect. Request for mediation shall be filed in writing with the
      other party to the Contract and
      with
      the American Arbitration Association. The request may be made concurrently
      with
      the filing of a demand for arbitration but, in such event, mediation shall
      proceed in advance of arbitration or legal or equitable proceedings,
which
      shall be stayed pending mediation for a period of 60 days from the date of
      filing, unless stayed for a longer period by agreement of the parties or court
      order.

     

    §
      4.5.3
      The
      parties shall share the mediator's fee and any filing fees equally. The
      mediation shall be held in the place where the Project is located, unless
      another location is mutually agreed upon. Agreements reached in mediation shall
      be enforceable as settlement agreements in any court having jurisdiction
      thereof.

     

    §
      4.6 ARBITRATION

     

    §
      4.6.1
      Any
      Claim arising out of or related to the Contract, except Claims relating to
      aesthetic effect and except those waived
      as
      provided for in Sections 4.3.10, 9.10.4 and 9.10.5, shall, after decision by
      the
      Architect or 30 days after submission of the Claim to the Architect, be subject
      to arbitration. Prior to arbitration, the parties shall endeavor to resolve
      disputes by mediation in accordance with the provisions of Section
      4.5.

     

    §
      4.6.2
      Claims
      not resolved by mediation shall be decided by arbitration which, unless the
      parties mutually agree otherwise,
      shall be in accordance with the Construction Industry Arbitration Rules of
      the
      American Arbitration Association currently in effect. The demand for arbitration
      shall be filed in writing with the other party to the Contract
      and with the American Arbitration Association, and a copy shall be filed with
      the Architect.

     

    §
      4.6.3
      A demand
      for arbitration shall be made within the time limits specified in Sections
      4.4.6
      and 4.6.1 as applicable, and in other cases within a reasonable time after
      the
      Claim has arisen, and in no event shall it be made after
      the
      date when institution of legal or equitable proceedings based on such Claim
      would be barred by the applicable statute of limitations as determined pursuant
      to Section 13.7.

     

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    


    §
      4.6.4
      Limitation on Consolidation or Joinder. No arbitration arising out of or
      relating to the Contract shall include, by
      consolidation or joinder or in any other manner, the Architect, the Architect's
      employees or consultants, except by written consent containing specific
      reference to the Agreement and signed by the Architect, Owner, Contractor
and
      any
      other person or entity sought to be joined. No arbitration shall include, by
      consolidation or joinder or in any other
      manner, parties other than the Owner, Contractor, a separate contractor as
      described in Article 6 and other persons substantially involved in a common
      question of fact or law whose presence is required if complete relief is to
      be
      accorded in arbitration. No person or entity other than the Owner, Contractor
      or
      a separate contractor as described in Article 6 shall be included as an original
      third party or additional third party to an arbitration whose interest or
      responsibility is insubstantial. Consent to arbitration involving an additional
      person or entity shall not constitute consent to arbitration of a Claim not
      described therein or with a person or entity not named or described therein.
      The
      foregoing agreement to arbitrate and other agreements to arbitrate with an
      additional person or entity duly consented to by parties to the Agreement shall
      be specifically enforceable under applicable law in any court having
      jurisdiction thereof.

     

    §
      4.6.5
      Claims
      and Timely Assertion of Claims. The party filing a notice of demand for
      arbitration must assert in the demand
      all Claims then known to that party on which arbitration is permitted to be
      demanded.

     

    §
      4.6.6
      Judgment
      on Final Award. The award rendered by the arbitrator or arbitrators shall be
      final, and judgment may
      be
      entered upon it in accordance with applicable law in any court having
      jurisdiction thereof.

     

    ARTICLE
      5 SUBCONTRACTORS § 5.1 DEFINITIONS

    §
      5.1.1
      A
      Subcontractor is a person or entity who has a direct contract with the
      Contractor to perform a portion of the Work
      at
      the site. The term "Subcontractor" is referred to throughout the Contract
      Documents as if singular in number and means a Subcontractor or an authorized
      representative of the Subcontractor. The term "Subcontractor" does not include
      a
      separate contractor or subcontractors of a separate contractor.

     

    §
      5.1.2
      A
      Sub-subcontractor is a person or entity who has a direct or indirect contract
      with a Subcontractor to perform
      a
      portion of the Work at the site. The term "Sub-subcontractor" is referred to
      throughout the Contract Documents as if singular in number and means a
      Sub-subcontractor or an authorized representative of the
      Sub-subcontractor.

     

    §
      5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK
§
      5.2.1 Unless
      otherwise stated in the Contract Documents or the bidding requirements, the
      Contractor, as soon as practicable
      after award of the Contract, shall furnish in writing to the Owner through
      the
      Architect the names of persons or entities (including those who are to furnish
      materials or equipment fabricated to a special design) proposed for each
      principal portion of the Work. The Architect will promptly reply to the
      Contractor in writing stating whether or not the Owner or the Architect, after
      due investigation, has reasonable objection to any such proposed person or
      entity. Failure of the Owner or Architect to reply promptly shall constitute
      notice of no reasonable objection.

     

    §
      5.2.2
      The
      Contractor shall not contract with a proposed person or entity to whom the
      Owner
      or Architect has made reasonable
      and timely objection. The Contractor shall not be required to contract with
      anyone to whom the Contractor has made reasonable objection.

     

    §
      5.2.3
      If the
      Owner or Architect has reasonable objection to a person or entity proposed
      by
      the Contractor, the Contractor shall propose another to whom the Owner or
      Architect has no reasonable objection. If the proposed but rejected
      Subcontractor was reasonably capable of performing the Work, the Contract Sum
      and Contract Time shall be
      increased or decreased by the difference, if any, occasioned by such change,
      and
      an appropriate Change Order shall
      be
      issued before commencement of the substitute Subcontractor's Work. However,
      no
      increase in the Contract Sum
      or
      Contract Time shall be allowed for such change unless the Contractor has acted
      promptly and responsively in
      submitting names as required.

     

    §
      5.2.4
      The
      Contractor shall not change a Subcontractor, person or entity previously
      selected if the Owner or Architect
      makes reasonable objection to such substitute.

     

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          

        

      

    

    


    §
      5.3 SUBCONTRACTUAL RELATIONS

     

    §
      5.3.1
      By
      appropriate agreement, written where legally required for validity, the
      Contractor shall require each Subcontractor,
      to the extent of the Work to be performed by the Subcontractor, to be bound
      to
      the Contractor by terms of the Contract Documents, and to assume toward the
      Contractor all the obligations and responsibilities, including the
      responsibility for safety of the Subcontractor's Work, which the Contractor,
      by
      these Documents, assumes toward the Owner and Architect. Each subcontract
      agreement shall preserve and protect the rights of the Owner and Architect
      under
      the Contract Documents with respect to the Work to be performed by the
      Subcontractor so
      that
      subcontracting thereof will not prejudice such rights, and shall allow to the
      Subcontractor, unless specifically provided
      otherwise in the subcontract agreement, the benefit of all rights, remedies
      and
      redress against the Contractor that the Contractor, by the Contract Documents,
      has against the Owner. Where appropriate, the Contractor shall require each
      Subcontractor to enter into similar agreements with Sub-subcontractors. The
      Contractor
      shall make available to each proposed Subcontractor, prior to the execution
      of
      the subcontract agreement, copies
      of
      the Contract Documents to which the Subcontractor will be bound, and, upon
      written request of the Subcontractor,
      identify to the Subcontractor terms and conditions of the proposed subcontract
      agreement which may be
      at
      variance with the Contract Documents. Subcontractors will similarly make copies
      of applicable portions of such
      documents available to their respective proposed
      Sub-subcontractors.

     

    §
      5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS

    §
      5.4.1
      Each
      subcontract agreement for a portion of the Work is assigned by the Contractor
      to
      the Owner provided

    that:

    .1
      assignment is effective only after termination of the Contract by the Owner
      for
      cause pursuant to Section
      14.2 and only for those subcontract agreements which the Owner accepts by
      notifying the Subcontractor
      and Contractor in writing; and

    .2
      assignment is subject to the prior rights of the surety, if any, obligated
      under
      bond relating to the Contract.

     

    §
      5.4.2
      Upon
      such assignment, if the Work has been suspended for more than 30 days, the
      Subcontractor's compensation
      shall be equitably adjusted for increases in cost resulting from the
      suspension.

     

    ARTICLE
      6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

    §
      6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE
      CONTRACTS

    §
      6.1.1
      The
      Owner reserves the right to perform construction or operations related to the
      Project with the Owner's

    own
      forces, and to award separate contracts in connection with other portions of
      the
      Project or other construction or

    operations
      on the site under Conditions of the Contract identical or substantially similar
      to these including those

    portions
      related to insurance and waiver of subrogation. If the Contractor claims that
      delay or additional cost is

    involved
      because of such action by the Owner, the Contractor shall make such Claim as
      provided in Section 4.3.

     

    §
      6.1.2
      When
      separate contracts are awarded for different portions of the Project or other
      construction or operations on
      the
      site, the term "Contractor" in the Contract Documents in each case shall mean
      the Contractor who executes each
      separate Owner-Contractor Agreement.

     

    §
      6.1.3
      The
      Owner shall provide for coordination of the activities of the Owner's own forces
      and of each separate contractor with the Work of the Contractor, who shall
      cooperate with them. The Contractor shall participate with other separate
      contractors and the Owner in reviewing their construction schedules when
      directed to do so. The Contractor
      shall make any revisions to the construction schedule deemed necessary after
      a
      joint review and mutual agreement.
      The construction schedules shall then constitute the schedules to be used by
      the
      Contractor, separate contractors
      and the Owner until subsequently revised.

     

    §
      6.1.4
      Unless
      otherwise provided in the Contract Documents, when the Owner performs
      construction or operations related
      to the Project with the Owner's own forces, the Owner shall be deemed to be
      subject to the same obligations and
      to
      have the same rights which apply to the Contractor under the Conditions of
      the
      Contract, including, without excluding others, those stated in Article 3, this
      Article 6 and Articles 10, 11 and 12.

     

    §
      6.2 MUTUAL RESPONSIBILITY

    §
6.2.1
      The Contractor shall afford the Owner and separate contractors reasonable
      opportunity for introduction and storage
      of their materials and equipment and performance of their activities, and shall
      connect and coordinate the Contractor's construction and operations with theirs
      as required by the Contract Documents.

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS


    

    


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    


    §
      6.2.2
      If part
      of the Contractor's Work depends for proper execution or results upon
      construction or operations by the
      Owner
      or a separate contractor, the Contractor shall, prior to proceeding with that
      portion of the Work, promptly report
      to
      the Architect apparent discrepancies or defects in such other construction
      that
      would render it unsuitable for
      such
      proper execution and results. Failure of the Contractor so to report shall
      constitute an acknowledgment that the
      Owner's or separate contractor's completed or partially completed construction
      is fit and proper to receive the Contractor's Work, except as to defects not
      then reasonably discoverable.

     

    §
      6.2.3
      The
      Owner shall be reimbursed by the Contractor for costs incurred by the Owner
      which are payable to a separate contractor because of delays, improperly timed
      activities or defective construction of the Contractor. The Owner
      shall be responsible to the Contractor for costs incurred by the Contractor
      because of delays, improperly timed activities, damage to the Work or defective
      construction of a separate contractor.

     

    §
      6.2.4
      The
      Contractor shall promptly remedy damage wrongfully caused by the Contractor
      to
      completed or partially completed
      construction or to property of the Owner or separate contractors as provided
      in
      Section 10.2.5.

     

    §
      6.2.5
      The
      Owner and each separate contractor shall have the same responsibilities for
      cutting and patching as are described
      for the Contractor in Section 3.14.

     

    §
      6.3 OWNER'S RIGHT TO CLEAN UP

     

    §
6.3.1
      If a dispute arises among the Contractor, separate contractors and the Owner
      as
      to the responsibility under their
      respective contracts for maintaining the premises and surrounding area free
      from
      waste materials and rubbish, the
      Owner
      may clean up and the Architect will allocate the cost among those
      responsible.

     

    ARTICLE
      7 CHANGES IN THE WORK § 7.1 GENERAL

    §
      7.1.1
      Changes
      in the Work may be accomplished after execution of the Contract, and without
      invalidating the Contract, by Change Order, Construction Change Directive or
      order for a minor change in the Work, subject to the limitations stated in
      this
      Article 7 and elsewhere in the Contract Documents.

     

    §
      7.1.2 A
      Change
      Order shall be based upon agreement among the Owner, Contractor and Architect;
      a
      Construction Change
      Directive requires agreement by the Owner and Architect and may or may not
      be
      agreed to by the Contractor;
      an order for a minor change in the Work may be issued by the Architect
      alone.

     

    §
      7.1.3
      Changes
      in the Work shall be performed under applicable provisions of the Contract
      Documents, and the Contractor shall proceed promptly, unless otherwise provided
      in the Change Order, Construction Change Directive or order for a minor change
      in the Work.

     

    §
      7.2 CHANGE ORDERS

    §
      7.2.1
      A Change
      Order is a written instrument prepared by the Architect and signed by the Owner,
      Contractor and

    Architect,
      stating their agreement upon all of the following:

    .1
      change
      in the Work;

    .2
      the
      amount of the adjustment, if any, in the Contract Sum; and

    .3
      the
      extent of the adjustment, if any, in the Contract Time.

     

    §
      7.2.2
      Methods
      used in determining adjustments to the Contract Sum may include those listed
      in
      Section 7.3.3.

     

    §
      7.3 CONSTRUCTION CHANGE DIRECTIVES

     

    §
      7.3.1 A Construction Change Directive is a written order prepared by
      the Architect and signed by the Owner and Architect, directing a change in
      the
      Work prior to agreement on adjustment, if any, in the Contract Sum or Contract
      Time, or both. The Owner may by Construction Change Directive, without
      invalidating the Contract, order changes in
      the
      Work within the general scope of the Contract consisting of additions, deletions
      or other revisions, the Contract
      Sum and Contract Time being adjusted accordingly.

     

    §
      7.3.2
      A
      Construction Change Directive shall be used in the absence of total agreement
      on
      the terms of a Change Order.

     

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -24-

          
            

          

        

        
          
          

        

      

    

    


    §
      7.3.3
      If the
      Construction Change Directive provides for an adjustment to the Contract Sum,
      the adjustment shall be based
      on
      one of the following methods:

    
      	 	
              .1
                

            	
              mutual
                acceptance of a lump sum properly itemized and supported by sufficient
                substantiating data to permit
                evaluation;

            


    

    
      	 	
              .2
                

            	
              unit
                prices stated in the Contract Documents or subsequently agreed
                upon;

            


    

    
      	 	
              .3

            	
              cost
                to be determined in a manner agreed upon by the parties and a mutually
                acceptable fixed or percentage
                fee; or

            


    

    
      	 	
               .4
                

            	
              as
                provided in Section 7.3.6.

            


    

     

    §
      7.3.4
      Upon
      receipt of a Construction Change Directive, the Contractor shall promptly
      proceed with the change in the
      Work
      involved and advise the Architect of the Contractor's agreement or disagreement
      with the method, if any, provided
      in the Construction Change Directive for determining the proposed adjustment
      in
      the Contract Sum or Contract
      Time.

     

    §
      7.3.5
      A
      Construction Change Directive signed by the Contractor indicates the agreement
      of the Contractor therewith,
      including adjustment in Contract Sum and Contract Time or the method for
      determining them. Such agreement
      shall be effective immediately and shall be recorded as a Change
      Order.

     

    §
      7.3.6
      If the
      Contractor does not respond promptly or disagrees with the method for adjustment
      in the Contract Sum, the
      method and the adjustment shall be determined by the Architect on the basis
      of
      reasonable expenditures and savings of those performing the Work attributable
      to
      the change, including, in case of an increase in the Contract Sum, a reasonable
      allowance for overhead and profit. In such case, and also under Section 7.3.3.3,
      the Contractor shall
      keep and present, in such form as the Architect may prescribe, an itemized
      accounting together with appropriate
      supporting data. Unless otherwise provided in the Contract Documents, costs
      for
      the purposes of this Section
      7.3.6 shall be limited to the following:

    
      	 	
              .1

            	
              costs
                of labor, including social security, old age and unemployment insurance,
                fringe benefits required
                by agreement or custom, and workers' compensation insurance;
                

            


    

    
      	 	
              .2
                

            	
              costs
                of materials, supplies and equipment, including cost of transportation,
                whether incorporated or consumed;

            


    

    
      	 	
               .3
                

            	
              rental
                costs of machinery and equipment, exclusive of hand tools, whether
                rented
                from the Contractor or
                others; 

            


    

    
      	 	
              .4

            	
              costs
                of premiums for all bonds and insurance, permit fees, and sales,
                use or
                similar taxes related to the Work; and


            


    

    
      	 	
              .5

            	
              additional
                costs of supervision and field office personnel directly attributable
                to
                the change.

            


    

     

    §
      7.3.7
      The
      amount of credit to be allowed by the Contractor to the Owner for a deletion
      or
      change which results in a net
      decrease in the Contract Sum shall be actual net cost as confirmed by the
      Architect. When both additions and credits covering related Work or
      substitutions are involved in a change, the allowance for overhead and profit
      shall be
      figured on the basis of net increase, if any, with respect to that
      change.

     

    §
      7.3.8
      Pending
      final determination of the total cost of a Construction Change Directive to
      the
      Owner, amounts not in dispute
      for such changes in the Work shall be included in Applications for Payment
      accompanied by a Change Order indicating the parties' agreement with part or
      all
      of such costs. For any portion of such cost that remains in dispute,
      the Architect will make an interim determination for purposes of monthly
      certification for payment for those costs.
      That determination of cost shall adjust the Contract Sum on the same basis
      as a
      Change Order, subject to the right of either party to disagree and assert a
      claim in accordance with Article 4.

     

    §
      7.3.9
      When the
      Owner and Contractor agree with the determination made by the Architect
      concerning the adjustments
      in the Contract Sum and Contract Time, or otherwise reach agreement upon the
      adjustments, such agreement
      shall be effective immediately and shall be recorded by preparation and
      execution of an appropriate Change
      Order.

     

    §
      7.4 MINOR CHANGES IN THE WORK

    §
      7.4.1
      The
      Architect will have authority to order minor changes in the Work not involving
      adjustment in the Contract Sum or extension of the Contract Time and not
      inconsistent with the intent of the Contract Documents. Such changes shall
      be
      effected by written order and shall be binding on the Owner and Contractor.
      The
      Contractor shall carry out such written orders promptly.

     

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -25-

          
            

          

        

        
          
          

        

      

    

    


    ARTICLES
      TIME §
      8.1 DEFINITIONS

    §
      8.1.1
      Unless
      otherwise provided, Contract Time is the period of time, including authorized
      adjustments, allotted in the
      Contract Documents for Substantial Completion of the Work.

     

    §
      8.1.2
      The date
      of commencement of the Work is the date established in the
      Agreement.

     

    §
      8.1.3
      The date
      of Substantial Completion is the date certified by the Architect in accordance
      with Section 9.8.

     

    §
      8.1.4
      The term
      "day" as used in the Contract Documents shall mean calendar day unless otherwise
      specifically defined.

     

    §
      8.2 PROGRESS AND COMPLETION

    §
      8.2.1
      Time
      limits stated in the Contract Documents are of the essence of the Contract.
      By
      executing the Agreement

    the
      Contractor confirms that the Contract Time is a reasonable period for performing
      the Work.

     

    §
      8.2.2
      The
      Contractor shall not knowingly, except by agreement or instruction of the Owner
      in writing, prematurely commence
      operations on the site or elsewhere prior to the effective date of insurance
      required by Article 11 to be furnished by the Contractor and Owner. The date
      of
      commencement of the Work shall not be changed by the effective date of such
      insurance. Unless the date of commencement is established by the Contract
      Documents or a notice
      to
      proceed given by the Owner, the Contractor shall notify the Owner in writing
      not
      less than five days or other
      agreed period before commencing the Work to permit the timely filing of
      mortgages, mechanic's liens and other
      security interests.

     

    §
      8.2.3
      The
      Contractor shall proceed expeditiously with adequate forces and shall achieve
      Substantial Completion within
      the Contract Time.

     

    §
      8.3 DELAYS AND EXTENSIONS OF TIME

    §
      8.3.1
      If the
      Contractor is delayed at any time in the commencement or progress of the Work
      by
      an act or neglect of the
      Owner
      or Architect, or of an employee of either, or of a separate contractor employed
      by the Owner, or by changes ordered in the Work, or by labor disputes, fire,
      unusual delay in deliveries, unavoidable casualties or other causes beyond
      the
      Contractor's control, or by delay authorized by the Owner pending mediation
      and
      arbitration, or by
      other
      causes which the Architect determines may justify delay, then the Contract
      Time
      shall be extended by Change Order for such reasonable time as the Architect
      may
      determine.

     

    §
      8.3.2
      Claims
      relating to time shall be made in accordance with applicable provisions of
      Section 4.3.

     

    §
      8.3.3
      This
      Section 8.3 does not preclude recovery of damages for delay by either party
      under other provisions of the
      Contract Documents.

     

    ARTICLE
      9 PAYMENTS AND COMPLETION §9.1
      CONTRACT SUM

    §
      9.1.1
      The
      Contract Sum is stated in the Agreement and, including authorized adjustments,
      is the total amount payable
      by the Owner to the Contractor for performance of the Work under the Contract
      Documents.

     

    §
      9.2 SCHEDULE OF VALUES

    §
      9.2.1
      Before
      the first Application for Payment, the Contractor shall submit to the Architect
      a schedule of values allocated
      to various portions of the Work, 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.

     

    §
      9.3 APPLICATIONS FOR PAYMENT

    §
      9.3.1
      At least
      ten days before the date established for each progress payment, the Contractor
      shall submit to the Architect an itemized Application for Payment for operations
      completed in accordance with the schedule of values. Such application shall
      be
      notarized, if required, and supported by such data substantiating the
      Contractor's right to

     

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -26-

          
            

          

        

        
          
          

        

      

    

    


    payment
      as the Owner or Architect may require, such as copies of requisitions from
      Subcontractors and material suppliers,
      and reflecting retainage if provided for in the Contract Documents.

     

    §
      9.3.1.1
      As
      provided in Section 7.3.8, such applications may include requests for payment
      on
      account of changes in the
      Work
      which have been properly authorized by Construction Change Directives, or by
      interim determinations of the Architect, but not yet included in Change
      Orders.

     

    §
      9.3.1.2
      Such
      applications may not include requests for payment for portions of the Work
      for
      which the Contractor does
      not
      intend to pay to a Subcontractor or material supplier, unless such Work has
      been
      performed by others whom
      the
      Contractor intends to pay.

     

    §
      9.3.2
      Unless
      otherwise provided in the Contract Documents, payments shall be made on account
      of materials and equipment delivered and suitably stored at the site for
      subsequent incorporation in the Work. If approved in advance by the Owner,
      payment may similarly be made for materials and equipment suitably stored off
      the site at a location agreed
      upon in writing. Payment for materials and equipment stored on or off the site
      shall be conditioned upon compliance by the Contractor with procedures
      satisfactory to the Owner to establish the Owner's title to such materials
      and
      equipment or otherwise protect the Owner's interest, and shall include the
      costs
      of applicable insurance, storage and transportation to the site for such
      materials and equipment stored off the site.

     

    §
      9.3.3
      The
      Contractor warrants that title to all Work covered by an Application for Payment
      will pass to the Owner no
      later
      than the time of payment. The Contractor further warrants that upon submittal
      of
      an Application for Payment
      all Work for which Certificates for Payment have been previously issued and
      payments received from the Owner
      shall, to the best of the Contractor's knowledge, information and belief, be
      free and clear of liens, claims, security
      interests or encumbrances in favor of the Contractor, Subcontractors, material
      suppliers, or other persons or entities making a claim by reason of having
      provided labor, materials and equipment relating to the Work.

     

    §
      9.4 CERTIFICATES FOR PAYMENT

    §
      9.4.1
      The
      Architect will, within seven days after receipt of the Contractor's Application
      for Payment, either issue to the Owner a Certificate for Payment, with a copy
      to
      the Contractor, for such amount as the Architect determines is
      properly due, or notify the Contractor and Owner in writing of the Architect's
      reasons for withholding certification in whole or in part as provided in Section
      9.5.1.

     

    §
      9.4.2
      The
      issuance of a Certificate for Payment will constitute a representation by the
      Architect to the Owner, based on the Architect's evaluation of the Work and
      the
      data comprising the Application for Payment, that the Work has
      progressed to the point indicated and that, to the best of the Architect's
      knowledge, information and belief, the quality of the Work is in accordance
      with
      the Contract Documents. The foregoing representations are subject to an
      evaluation of the Work for conformance with the Contract Documents upon
      Substantial Completion, to results of subsequent
      tests and inspections, to correction of minor deviations from the Contract
      Documents prior to completion and
      to
      specific qualifications expressed by the Architect. The issuance of a
      Certificate for Payment will further constitute a representation that the
      Contractor is entitled to payment in the amount certified. However, the issuance
      of
      a
      Certificate for Payment will not be a representation that the Architect has
      (1)
      made exhaustive or continuous on-site inspections to check the quality or
      quantity of the Work, (2) reviewed construction means, methods, techniques,
      sequences
      or procedures, (3) reviewed copies of requisitions received from Subcontractors
      and material suppliers and
      other
      data requested by the Owner to substantiate the Contractor's right to payment,
      or (4) made examination to ascertain how or for what purpose the Contractor
      has
      used money previously paid on account of the Contract Sum.

     

    §
      9.5 DECISIONS TO WITHHOLD CERTIFICATION

    §
      9.5.1
      The
      Architect may withhold a Certificate for Payment in whole or in part, to the
      extent reasonably necessary to
      protect the Owner, if in the Architect's opinion the representations to the
      Owner required by Section 9.4.2 cannot be made. If the Architect is unable
      to
      certify payment in the amount of the Application, the Architect will notify
      the
Contractor
      and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot
      agree on a revised amount,
      the Architect will promptly issue a Certificate for Payment for the amount
      for
      which the Architect is able to make
      such
      representations to the Owner. The Architect may also withhold a Certificate
      for
      Payment or, because of subsequently
      discovered evidence, may nullify the whole or a part of a Certificate for
      Payment previously issued, to such
      extent as may be necessary in the Architect's opinion to protect the Owner
      from
      loss for which the Contractor is responsible, including loss resulting from
      acts
      and omissions described in Section 3.3.2, because of: 

    
      	 	
              .1

            	
              defective
                Work not remedied;

            


    

     

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              .2

            	
              third
                party claims filed or reasonable evidence indicating probable filing
                of
                such claims unless security
                acceptable to the Owner is provided by the Contractor;
                

            


    

    
      	 	
              .3

            	
              failure
                of the Contractor to make payments properly to Subcontractors or
                for
                labor, materials or equipment;

            


    

    
      	 	
              .4

            	
              reasonable
                evidence that the Work cannot be completed for the unpaid balance
                of the
                Contract Sum; 

            


    

    
      	 	
              .5

            	
              damage
                to the Owner or another contractor;


            


    

    
      	 	
              .6

            	
              reasonable
                evidence that the Work will not be completed within the Contract
                Time, and
                that the unpaid
                balance would not be adequate to cover actual or liquidated damages
                for
                the anticipated delay; or
                

            


    

    
      	 	
              .7

            	
              persistent
                failure to carry out the Work in accordance with the Contract
                Documents.

            


    

     

    §
      9.5.2
      When the
      above reasons for withholding certification are removed, certification will
      be
      made for amounts previously
      withheld.

     

    §
      9.6 PROGRESS PAYMENTS

    §
      9.6.1
      After
      the Architect has issued a Certificate for Payment, the Owner shall make payment
      in the manner and

    within
      the time provided in the Contract Documents, and shall so notify the
      Architect.

     

    §
      9.6.2
      The
      Contractor shall promptly pay each Subcontractor, upon receipt of payment from
      the Owner, out of the amount
      paid to the Contractor on account of such Subcontractor's portion of the Work,
      the amount to which said Subcontractor is entitled, reflecting percentages
      actually retained from payments to the Contractor on account of such
      Subcontractor's portion of the Work. The Contractor shall, by appropriate
      agreement with each Subcontractor, require each Subcontractor to make payments
      to Sub-subcontractors in a similar manner.

     

    §
      9.6.3
      The
      Architect will, on request, furnish to a Subcontractor, if practicable,
      information regarding percentages of completion
      or amounts applied for by the Contractor and action taken thereon by the
      Architect and Owner on account of portions of the Work done by such
      Subcontractor.

     

    §
      9.6.4
      Neither
      the Owner nor Architect shall have an obligation to pay or to see to the payment
      of money to a Subcontractor
      except as may otherwise be required by law.

     

    §
      9.6.5
      Payment
      to material suppliers shall be treated in a manner similar to that provided
      in
      Sections 9.6.2, 9.6.3 and 9.6.4.

     

    §
      9.6.6
      A
      Certificate for Payment, a progress payment, or partial or entire use or
      occupancy of the Project by the Owner
      shall not constitute acceptance of Work not in accordance with the Contract
      Documents.

     

    §
      9.6.7
      Unless
      the Contractor provides the Owner with a payment bond in the full penal sum
      of
      the Contract Sum, payments received by the Contractor for Work properly
      performed by Subcontractors and suppliers shall be held by the
      Contractor for those Subcontractors or suppliers who performed Work or furnished
      materials, or both, under contract
      with the Contractor for which payment was made by the Owner. Nothing contained
      herein shall require money to be placed in a separate account and not commingled
      with money of the Contractor, shall create any fiduciary liability or tort
      liability on the part of the Contractor for breach of trust or shall entitle
      any
      person or entity to an award of punitive damages against the Contractor for
      breach of the requirements of this provision.

     

    §
      9.7 FAILURE OF PAYMENT

    §
      9.7.1
      If the
      Architect does not issue a Certificate for Payment, through no fault of the
      Contractor, within seven days after
      receipt of the Contractor's Application for Payment, or if the Owner does not
      pay the Contractor within seven days after the date established in the Contract
      Documents the amount certified by the Architect or awarded by arbitration,
      then the Contractor may, upon seven additional days' written notice to the
      Owner
      and Architect, stop the Work until payment of the amount owing has been
      received. The Contract Time shall be extended appropriately and the
      Contract Sum shall be increased by the amount of the Contractor's reasonable
      costs of shut-down, delay and start-up,
      plus interest as provided for in the Contract Documents.

    


    


    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -28-

          
            

          

        

        
          
          

        

      

    

    


    §
      9.8 SUBSTANTIAL COMPLETION

     

    §
      9.8.1
      Substantial Completion is the stage in the progress of the Work when the Work
      or
      designated portion thereof is sufficiently complete in accordance with the
      Contract Documents so that the Owner can occupy or utilize the Work for its
      intended use.

     

    §
      9.8.2
      When the
      Contractor considers that the Work, or a portion thereof which the Owner agrees
      to accept separately, is substantially complete, the Contractor shall prepare
      and submit to the Architect a comprehensive list of items
      to
      be completed or corrected prior to final payment. Failure to include an item
      on
      such list does not alter the responsibility of the Contractor to complete all
      Work in accordance with the Contract Documents.

     

    §
      9.8.3
      Upon
      receipt of the Contractor's list, the Architect will make an inspection to
      determine whether the Work or designated
      portion thereof is substantially complete. If the Architect's inspection
      discloses any item, whether or not included
      on the Contractor's list, which is not sufficiently complete in accordance
      with
      the Contract Documents so that the Owner can occupy or utilize the Work or
      designated portion thereof for its intended use, the Contractor shall, before
      issuance of the Certificate of Substantial Completion, complete or correct
      such
      item upon notification by the Architect. In such case, the Contractor shall
      then
      submit a request for another inspection by the Architect to determine
      Substantial Completion.

     

    §
      9.8.4
      When the
      Work or designated portion thereof is substantially complete, the Architect
      will
      prepare a Certificate
      of Substantial Completion which shall establish the date of Substantial
      Completion, shall establish responsibilities of the Owner and Contractor for
      security, maintenance, heat, utilities, damage to the Work and insurance,
      and shall fix the time within which the Contractor shall finish all items on
      the
      list accompanying the Certificate. Warranties required by the Contract Documents
      shall commence on the date of Substantial Completion of
      the
      Work or designated portion thereof unless otherwise provided in the Certificate
      of Substantial Completion.

     

    §
      9.8.5
      The
      Certificate of Substantial Completion shall be submitted to the Owner and
      Contractor for their written acceptance
      of responsibilities assigned to them in such Certificate. Upon such acceptance
      and consent of surety, if any,
      the
      Owner shall make payment of retainage applying to such Work or designated
      portion thereof. Such payment shall
      be
      adjusted for Work that is incomplete or not in accordance with the requirements
      of the Contract Documents.

     

    §
      9.9 PARTIAL OCCUPANCY OR USE

    §
      9.9.1
      The
      Owner may occupy or use any completed or partially completed portion of the
      Work
      at any stage when such portion is designated by separate agreement with the
      Contractor, provided such occupancy or use is consented to by the insurer as
      required under Section 11.4.1.5 and authorized by public authorities having
      jurisdiction over the Work. Such partial occupancy or use may commence whether
      or not the portion is substantially complete, provided the Owner and Contractor
      have accepted in writing the responsibilities assigned to each of them for
      payments, retainage,
      if any, security, maintenance, heat, utilities, damage to the Work and
      insurance, and have agreed in writing
      concerning the period for correction of the Work and commencement of warranties
      required by the Contract Documents.
      When the Contractor considers a portion substantially complete, the Contractor
      shall prepare and submit
      a
      list to the Architect as provided under Section 9.8.2. Consent of the Contractor
      to partial occupancy or use shall not be unreasonably withheld. The stage of
      the
      progress of the Work shall be determined by written agreement between
      the Owner and Contractor or, if no agreement is reached, by decision of the
      Architect.

     

    §
      9.9.2
      Immediately prior to such partial occupancy or use, the Owner, Contractor and
      Architect shall jointly inspect the
      area
      to be occupied or portion of the Work to be used in order to determine and
      record the condition of the Work.

     

    §
      9.9.3
      Unless
      otherwise agreed upon, partial occupancy or use of a portion or portions of
      the
      Work shall not constitute
      acceptance of Work not complying with the requirements of the Contract
      Documents.

     

    §
      9.10 FINAL COMPLETION AND FINAL PAYMENT

    §
      9.10.1 Upon
      receipt of written notice that the Work is ready for final inspection and
      acceptance and upon receipt of a final Application for Payment, the Architect
      will promptly make such inspection and, when the Architect finds the Work
      acceptable under the Contract Documents and the Contract fully performed, the
      Architect will promptly issue a
      final
      Certificate for Payment stating that to the best of the Architect's knowledge,
      information and belief, and on the basis of the Architect's on-site visits
      and
      inspections, the Work has been completed in accordance with terms and conditions
      of the Contract Documents and that the entire balance found to be due the
      Contractor and noted in

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -29-

          
            

          

        

        
          
          

        

      

    

    


    the
      final
      Certificate is due and payable. The Architect's final Certificate for Payment
      will constitute a further representation
      that conditions listed in Section 9.10.2 as precedent to the Contractor's being
      entitled to final payment have been fulfilled.

     

    §
      9.10.2 Neither
      final payment nor any remaining retained percentage shall become due until
      the
      Contractor submits to
      the
      Architect (1) an affidavit that payrolls, bills for materials and equipment,
      and
      other indebtedness connected with the Work for which the Owner or the Owner's
      property might be responsible or encumbered (less amounts withheld
      by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing
      that insurance required by the Contract Documents to remain in force after
      final
      payment is currently in effect and will not be canceled or allowed to
      expire
      until at least 30 days' prior written notice has been given to the Owner, (3)
      a
      written statement that the Contractor knows of no substantial reason that the
      insurance will not be renewable to cover the period required by the
      Contract Documents, (4) consent of surety, if any, to final payment and (5),
      if
      required by the Owner, other data establishing payment or satisfaction of
      obligations, such as receipts, releases and waivers of liens, claims, security
      interests
      or encumbrances arising out of the Contract, to the extent and in such form
      as
      may be designated by the Owner.
      If
      a Subcontractor refuses to furnish a release or waiver required by the Owner,
      the Contractor may furnish a bond satisfactory to the Owner to indemnify the
      Owner against such lien. If such lien remains unsatisfied after payments are
      made, the Contractor shall refund to the Owner all money that the Owner may
      be
      compelled to pay in discharging
      such lien, including all costs and reasonable attorneys' fees.

     

    §
      9.10.3 If,
      after
      Substantial Completion of the Work, final completion thereof is materially
      delayed through no fault of
      the
      Contractor or by issuance of Change Orders affecting final completion, and
      the
      Architect so confirms, the Owner shall, upon application by the Contractor
      and
      certification by the Architect, and without terminating the Contract, make
      payment of the balance due for that portion of the Work fully completed and
      accepted. If the remaining balance for Work not fully completed or corrected
      is
      less than retainage stipulated in the Contract Documents, and if bonds have
      been
      furnished, the written consent of surety to payment of the balance due for
      that
      portion of the Work fully completed and accepted shall be submitted by the
      Contractor to the Architect prior to certification
      of such payment. Such payment shall be made under terms and conditions governing
      final payment, except that it shall not constitute a waiver of
      claims.

     

    §
      9.10.4 The
      making of final payment shall constitute a waiver of Claims by the Owner except
      those arising from: 

    
      	 	
              .1
                

            	
              liens,
                Claims, security interests or encumbrances arising out of the Contract
                and
                unsettled; 

            


    

    
      	 	
              .2

            	
              failure
                of the Work to comply with the requirements of the Contract Documents;
                or
                

            


    

    
      	 	
              .3

            	
              terms
                of special warranties required by the Contract
                Documents.

            


    

     

    §
      9.10.5 Acceptance
      of final payment by the Contractor, a Subcontractor or material supplier shall
      constitute a waiver
      of
      claims by that payee except those previously made in writing and identified
      by
      that payee as unsettled at the
      time
      of final Application for Payment.

     

    ARTICLE
      10 PROTECTION OF PERSONS AND PROPERTY

    §
      10.1 SAFETY PRECAUTIONS AND PROGRAMS

    §
      10.1.1 The
      Contractor shall be responsible for initiating, maintaining and supervising
      all
      safety precautions and

    programs
      in connection with the performance of the Contract.

     

    §
      10.2 SAFETY OF PERSONS AND PROPERTY

    §
      10.2.1 The
      Contractor shall take reasonable precautions for safety of, and shall provide
      reasonable protection to

    prevent
      damage, injury or loss to:

    
      	 	
              .1

            	
              employees
                on the Work and other persons who may be affected
                thereby;

            


    

    
      	 	
              .2

            	
              the
                Work and materials and equipment to be incorporated therein, whether
                in
                storage on or off the site,
                under care, custody or control of the Contractor or the Contractor's
                Subcontractors or Sub-subcontractors;
                and 

            


    

    
      	 	
              .3

            	
              other
                property at the site or adjacent thereto, such as trees, shrubs,
                lawns,
                walks, pavements, roadways,
                structures and utilities not designated for removal, relocation or
                replacement in the course of
                construction.

            


    

     

    §
      10.2.2 The
      Contractor shall give notices and comply with applicable laws, ordinances,
      rules, regulations and lawful orders
      of
      public authorities bearing on safety of persons or property or their protection
      from damage, injury or loss.

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -30-

          
            

          

        

        
          
          

        

      

    

    


    §
      10.2.3 The
      Contractor shall erect and maintain, as required by existing conditions and
      performance of the Contract, reasonable
      safeguards for safety and protection, including posting danger signs and other
      warnings against hazards, promulgating
      safety regulations and notifying owners and users of adjacent sites and
      utilities.

     

    §
      10.2.4 When
      use
      or storage of explosives or other hazardous materials or equipment or unusual
      methods are necessary for execution of the Work, the Contractor shall exercise
      utmost care and carry on such activities under supervision of properly qualified
      personnel.

     

    §
      10.2.5 The
      Contractor shall promptly remedy damage and loss (other than damage or loss
      insured under property insurance
      required by the Contract Documents) to property referred to in Sections 10.2.1.2
      and 10.2.1.3 caused in whole
      or
      in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone
      directly or indirectly employed by
      any of
      them, or by anyone for whose acts they may be liable and for which the
      Contractor is responsible under Sections
      10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions
      of the Owner or Architect or anyone
      directly or indirectly employed by either of them, or by anyone for whose acts
      either of them may be liable, and
      not
      attributable to the fault or negligence of the Contractor. The foregoing
      obligations of the Contractor are in addition to the Contractor's obligations
      under Section 3.18.

     

    §
      10.2.6
      The
      Contractor shall designate a responsible member of the Contractor's organization
      at the site whose duty shall
      be
      the prevention of accidents. This person shall be the Contractor's
      superintendent unless otherwise designated
      by the Contractor in writing to the Owner and Architect.

     

    §
      10.2.7
      The
      Contractor shall not load or permit any part of the construction or site to
      be
      loaded so as to endanger its safety.

     

    §
      10.3 HAZARDOUS MATERIALS

    §
      10.3.1 If
      reasonable precautions will be inadequate to prevent foreseeable bodily injury
      or death to persons resulting
      from a material or substance, including but not limited to asbestos or
      polychlorinated biphenyl (PCB), encountered
      on the site by the Contractor, the Contractor shall, upon recognizing the
      condition, immediately stop Work
      in
      the affected area and report the condition to the Owner and Architect in
      writing.

     

    §
      10.3.2 The
      Owner
      shall obtain the services of a licensed laboratory to verify the presence or
      absence of the material or
      substance reported by the Contractor and, in the event such material or
      substance is found to be present, to verify that
      it
      has been rendered harmless. Unless otherwise required by the Contract Documents,
      the Owner shall furnish in writing
      to the Contractor and Architect the names and qualifications of persons or
      entities who are to perform tests verifying the presence or absence of such
      material or substance or who are to perform the task of removal or safe
      containment of such material or substance. The Contractor and the Architect
      will
      promptly reply to the Owner in writing stating whether or not either has
      reasonable objection to the persons or entities proposed by the Owner. If either
      the Contractor or Architect has an objection to a person or entity proposed
      by
      the Owner, the Owner shall propose another to whom the Contractor and the
      Architect have no reasonable objection. When the material or substance
      has been rendered harmless, Work in the affected area shall resume upon written
      agreement of the Owner and
      Contractor. The Contract Time shall be extended appropriately and the Contract
      Sum shall be increased in the amount
      of
      the Contractor's reasonable additional costs of shut-down, delay and start-up,
      which adjustments shall be accomplished as provided in Article 7.

     

    §
      10.3.3 To
      the
      fullest extent permitted by law, the Owner shall indemnify and hold harmless
      the
      Contractor, Subcontractors,
      Architect, Architect's consultants and agents and employees of any of them
      from
      and against claims, damages, losses and expenses, including but not limited
      to
      attorneys' fees, arising out of or resulting from performance
      of the Work in the affected area if in fact the material or substance presents
      the risk of bodily injury or death as described in Section 10.3.1 and has not
      been rendered harmless, provided that such claim, damage, loss or expense is
      attributable to bodily injury, sickness, disease or death, or to injury to
      or
      destruction of tangible property (other
      than the Work itself) and provided that such damage, loss or expense is not
      due
      to the sole negligence of a party
      seeking indemnity.

     

    §
      10.4
      The
      Owner shall not be responsible under Section 10.3 for materials and substances
      brought to the site by the Contractor
      unless such materials or substances were required by the Contract
      Documents.

     

    
      /s/ RR

      /s/ LH

      /s/ TS


    

    


    
      
        
          
          

        

        
          -31-

          
            

          

        

        
          
          

        

      

    

    


    §
      10.5
      If,
      without negligence on the part of the Contractor, the Contractor is held liable
      for the cost of remediation of a hazardous material or substance solely by
      reason of performing Work as required by the Contract Documents, the Owner
      shall
      indemnify the Contractor for all cost and expense thereby incurred.

     

    §10.6
      EMERGENCIES

    §
      10.6.1 In
      an
      emergency affecting safety of persons or property, the Contractor shall act,
      at
      the Contractor's discretion, to prevent threatened damage, injury or loss.
      Additional compensation or extension of time claimed by the
      Contractor on account of an emergency shall be determined as provided in Section
      4.3 and Article 7.

     

    ARTICLE
      11 INSURANCE AND BONDS

    §
      11.1 CONTRACTOR'S LIABILITY INSURANCE

     

    §
      11.1.1
      The
      Contractor shall purchase from and maintain in a company or companies lawfully
      authorized to do business in the jurisdiction in which the Project is located
      such insurance as will protect the Contractor from claims set forth below which
      may arise out of or result from the Contractor's operations under the Contract
      and for which the
      Contractor may be legally liable, whether such operations be by the Contractor
      or by a Subcontractor or by anyone
      directly or indirectly employed by any of them, or by anyone for whose acts
      any
      of them may be liable:

     

    
      	 	
              .1

            	
              claims
                under workers' compensation, disability benefit and other similar
                employee
                benefit acts which are
                applicable to the Work to be performed;


            


    

    
      	 	
              .2

            	
              claims
                for damages because of bodily injury, occupational sickness or disease,
                or
                death of the Contractor's
                employees; 

            


    

    
      	 	
              .3

            	
              claims
                for damages because of bodily injury, sickness or disease, or death
                of any
                person other than the
                Contractor's employees;

            


    

     

    
      	 	
              .4
                

            	
              claims
                for damages insured by usual personal injury liability coverage;
                

            


    

     

    
      	 	
              .5
                

            	
              claims
                for damages, other than to the Work itself, because of injury to
                or
                destruction of tangible property, including loss of use resulting
                therefrom; 

            


    

    
      	 	
              .6

            	
              claims
                for damages because of bodily injury, death of a person or property
                damage
                arising out of ownership, maintenance or use of a motor
                vehicle;

            


    

     

    
      	 	
              .7

            	
              claims
                for bodily injury or property damage arising out of completed operations;
                and 

            


    

     

    
      	 	
              .8

            	
              claims
                involving contractual liability insurance applicable to the Contractor's
                obligations under Section 3.18.

            


    

     

    §
      11.1.2
      The
      insurance required by Section 11.1.1 shall be written for not less than limits
      of liability specified in the Contract
      Documents or required by law, whichever coverage is greater. Coverages, whether
      written on an occurrence or claims-made basis, shall be maintained without
      interruption from date of commencement of the Work until date of final payment
      and termination of any coverage required to be maintained after final
      payment.

     

    §
      11.1.3
      Certificates of insurance acceptable to the Owner shall be filed with the Owner
      prior to commencement of the
      Work.
      These certificates and the insurance policies required by this Section 11.1
      shall contain a provision that coverages afforded under the policies will not
      be
      canceled or allowed to expire until at least 30 days' prior written notice
      has been given to the Owner. If any of the foregoing insurance coverages are
      required to remain in force after final
      payment and are reasonably available, an additional certificate evidencing
      continuation of such coverage shall be
      submitted with the final Application for Payment as required by Section 9.10.2.
      Information concerning reduction of
      coverage on account of revised limits or claims paid under the General
      Aggregate, or both, shall be furnished by the Contractor with reasonable
      promptness in accordance with the Contractor's information and
      belief.

     

    §
      11.2 OWNER'S LIABILITY INSURANCE

     

    §
      11.2.1 The
      Owner
      shall be responsible for purchasing and maintaining the Owner's usual liability
      insurance.

     

    §
      11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE

    §
      11.3.1 Optionally,
      the Owner may require the Contractor to purchase and maintain Project Management
      Protective Liability
      insurance from the Contractor's usual sources as primary coverage for the
      Owner's, Contractor's and Architect's vicarious liability for construction
      operations under the Contract. Unless otherwise required by the Contract
      Documents, the Owner shall reimburse the Contractor by increasing the Contract
      Sum to pay the cost of purchasing and maintaining such optional insurance
      coverage, and the Contractor shall not be responsible for purchasing
      any other liability insurance on behalf of the Owner. The minimum limits of
      liability purchased with such
      coverage shall be equal to the aggregate of the limits required for Contractor's
      Liability Insurance under Sections 11.1.1.2 through 11.1.1.5.

     

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -32-

          
            

          

        

        
          
          

        

      

    

    


    §
      11.3.2 To
      the
      extent damages are covered by Project Management Protective Liability insurance,
      the Owner, Contractor
      and Architect waive all rights against each other for damages, except such
      rights as they may have to the proceeds
      of such insurance. The policy shall provide for such waivers of subrogation
      by
      endorsement or otherwise.

     

    §
      11.3.3
      The
      Owner shall not require the Contractor to include the Owner, Architect or other
      persons or entities as additional
      insureds on the Contractor's Liability Insurance coverage under Section
      11.1.

     

    §
      11.4 PROPERTY INSURANCE

    §
      11.4.1
      Unless
      otherwise provided, the Owner shall purchase and maintain, in a company or
      companies lawfully authorized to do business in the jurisdiction in which the
      Project is located, property insurance written on a builder's risk "all-risk"
      or
      equivalent policy form in the amount of the initial Contract Sum, plus value
      of
      subsequent Contract modifications and cost of materials supplied or installed
      by
      others, comprising total value for the entire Project at the site on a
      replacement cost basis without optional deductibles. Such property insurance
      shall be maintained, unless otherwise
      provided in the Contract Documents or otherwise agreed in writing by all persons
      and entities who are beneficiaries of such insurance, until final payment has
      been made as provided in Section 9.10 or until no person or entity other than
      the Owner has an insurable interest in the property required by this Section
      11.4 to be covered, whichever is later. This insurance shall include interests
      of the Owner, the Contractor, Subcontractors and Sub-subcontractors
      in the Project.

     

    §
      11.4.1.1
      Property
      insurance shall be on an "all-risk" or equivalent policy form and shall include,
      without limitation, insurance
      against the perils of fire (with extended coverage) and physical loss or damage
      including, without duplication
      of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood,
      windstorm, falsework, testing
      and startup, temporary buildings and debris removal including demolition
      occasioned by enforcement of any applicable
      legal requirements, and shall cover reasonable compensation for Architect's
      and
      Contractor's services and
      expenses required as a result of such insured loss.

     

    §
      11.4.1.2
      If the
      Owner does not intend to purchase such property insurance required by the
      Contract and with all of the
      coverages in the amount described above, the Owner shall so inform the
      Contractor in writing prior to commencement
      of the Work. The Contractor may then effect insurance which will protect the
      interests of the Contractor, Subcontractors and Sub-subcontractors in the Work,
      and by appropriate Change Order the cost thereof shall
      be
      charged to the Owner. If the Contractor is damaged by the failure or neglect
      of
      the Owner to purchase or maintain
      insurance as described above, without so notifying the Contractor in writing,
      then the Owner shall bear all reasonable
      costs properly attributable thereto.

     

    §
      11.4.1.3
      If the
      property insurance requires deductibles, the Owner shall pay costs not covered
      because of such deductibles.

     

    §
      11.4.1.4
      This
      property insurance shall cover portions of the Work stored off the site, and
      also portions of the Work in
      transit.

     

    §
      11.4.1.5 Partial
      occupancy or use in accordance with Section 9.9 shall not commence until the
      insurance company or
      companies providing property insurance have consented to such partial occupancy
      or use by endorsement or otherwise.
      The Owner and the Contractor shall take reasonable steps to obtain consent
      of
      the insurance company or companies and shall, without mutual written consent,
      take no action with respect to partial occupancy or use that would cause
      cancellation, lapse or reduction of insurance.

     

    §
      11.4.2 Boiler
      and Machinery Insurance. The Owner shall purchase and maintain boiler and
      machinery insurance required
      by the Contract Documents or by law, which shall specifically cover such insured
      objects during installation
      and until final acceptance by the Owner; this insurance shall include interests
      of the Owner, Contractor, Subcontractors
      and Sub-subcontractors in the Work, and the Owner and Contractor shall be named
      insureds.

     

    §
      11.4.3 Loss
      of
      Use Insurance. The Owner, at the Owner's option, may purchase and maintain
      such
      insurance as will insure the Owner against loss of use of the Owner's property
      due to fire or other hazards, however caused. The Owner
      waives all rights of action against the Contractor for loss of use of the
      Owner's property, including consequential losses due to fire or other hazards
      however caused.

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS


    

    


    
      
        
          
          

        

        
          -33-

          
            

          

        

        
          
          

        

      

    

    


    §
      11.4.4
      If the
      Contractor requests in writing that insurance for risks other than those
      described herein or other special
      causes of loss be included in the property insurance policy, the Owner shall,
      if
      possible, include such insurance, and the cost thereof shall be charged to
      the
      Contractor by appropriate Change Order.

     

    §
      11.4.5 If
      during
      the Project construction period the Owner insures properties, real or personal
      or both, at or adjacent to
      the
      site by property insurance under policies separate from those insuring the
      Project, or if after final payment property insurance is to be provided on
      the
      completed Project through a policy or policies other than those insuring the
      Project during the construction period, the Owner shall waive all rights in
      accordance with the terms of Section 11.4.7 for damages caused by fire or other
      causes of loss covered by this separate property insurance. All separate
policies
      shall provide this waiver of subrogation by endorsement or
      otherwise.

     

    §
      11.4.6
      Before
      an exposure to loss may occur, the Owner shall file with the Contractor a copy
      of each policy that includes
      insurance coverages required by this Section 11.4. Each policy shall contain
      all
      generally applicable conditions, definitions, exclusions and endorsements
      related to this Project. Each policy shall contain a provision that
      the
      policy will not be canceled or allowed to expire, and that its limits will
      not
      be reduced, until at least 30 days' prior
      written notice has been given to the Contractor.

     

    §
      11.4.7
      Waivers
      of Subrogation. The Owner and Contractor waive all rights against (1) each
      other
      and any of their subcontractors, sub-subcontractors, agents and employees,
      each
      of the other, and (2) the Architect, Architect's consultants, separate
      contractors described in Article 6, if any, and any of their subcontractors,
      sub-subcontractors, agents
      and employees, for damages caused by fire or other causes of loss to the extent
      covered by property insurance obtained pursuant to this Section 11.4 or other
      property insurance applicable to the Work, except such rights as they
have
      to
      proceeds of such insurance held by the Owner as fiduciary. The Owner or
      Contractor, as appropriate, shall require of the Architect, Architect's
      consultants, separate contractors described in Article 6, if any, and the
subcontractors,
      sub-subcontractors, agents and employees of any of them, by appropriate
      agreements, written where legally
      required for validity, similar waivers each in favor of other parties enumerated
      herein. The policies shall provide
      such waivers of subrogation by endorsement or otherwise. A waiver of subrogation
      shall be effective as to a person
      or
      entity even though that person or entity would otherwise have a duty of
      indemnification, contractual or otherwise, did not pay the insurance premium
      directly or indirectly, and whether or not the person or entity had an
insurable
      interest in the property damaged.

     

    §
      11.4.8 A
      loss
      insured under Owner's property insurance shall be adjusted by the Owner as
      fiduciary and made payable
      to the Owner as fiduciary for the insureds, as their interests may appear,
      subject to requirements of any applicable
      mortgagee clause and of Section 11.4.10. The Contractor shall pay Subcontractors
      their just shares of insurance proceeds received by the Contractor, and by
      appropriate agreements, written where legally required for validity, shall
      require Subcontractors to make payments to their Sub-subcontractors in similar
      manner.

     

    §
      11.4.9
      If
      required in writing by a party in interest, the Owner as fiduciary shall, upon
      occurrence of an insured loss, give
      bond
      for proper performance of the Owner's duties. The cost of required bonds shall
      be charged against proceeds received as fiduciary. The Owner shall deposit
      in a
      separate account proceeds so received, which the Owner
      shall distribute in accordance with such agreement as the parties in interest
      may reach, or in accordance with an
      arbitration award in which case the procedure shall be as provided in Section
      4.6. If after such loss no other special
      agreement is made and unless the Owner terminates the Contract for convenience,
      replacement of damaged property shall be performed by the Contractor after
      notification of a Change in the Work in accordance with Article 7.

     

    §
      11.4.10 The
      Owner
      as fiduciary shall have power to adjust and settle a loss with insurers unless
      one of the parties in interest
      shall object in writing within five days after occurrence of loss to the Owner's
      exercise of this power; if such objection is made, the dispute shall be resolved
      as provided in Sections 4.5 and 4.6. The Owner as fiduciary shall, in
the
      case
      of arbitration, make settlement with insurers in accordance with directions
      of
      the arbitrators. If distribution of insurance proceeds by arbitration is
      required, the arbitrators will direct such distribution.

     

    §
      11.5 PERFORMANCE BOND AND PAYMENT BOND

    §
      11.5.1
      The
      Owner shall have the right to require the Contractor to furnish bonds covering
      faithful performance of the
      Contract and payment of obligations arising thereunder as stipulated in bidding
      requirements or specifically required in the Contract Documents on the date
      of
      execution of the Contract.

     

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -34-

          
            

          

        

        
          
          

        

      

    

    


    §
      11.5.2
      Upon the
      request of any person or entity appearing to be a potential beneficiary of
      bonds
      covering payment of
      obligations arising under the Contract, the Contractor shall promptly furnish
      a
      copy of the bonds or shall permit a copy to be made.

     

    ARTICLE
      12 UNCOVERING AND CORRECTION OF WORK § 12.1 UNCOVERING OF
      WORK

    §
      12.1.1 If a portion of the Work is covered contrary to the Architect's
      request or to requirements specifically expressed
      in the Contract Documents, it must, if required in writing by the Architect,
      be
      uncovered for the Architect's examination and be replaced at the Contractor's
      expense without change in the Contract Time.

     

    §
      12.1.2
      If a
      portion of the Work has been covered which the Architect has not specifically
      requested to examine prior to its being covered, the Architect may request
      to
      see such Work and it shall be uncovered by the Contractor. If such Work is
      in
      accordance with the Contract Documents, costs of uncovering and replacement
      shall, by appropriate Change
      Order, be at the Owner's expense. If such Work is not in accordance with the
      Contract Documents, correction shall be at the Contractor's expense unless
      the
      condition was caused by the Owner or a separate contractor
      in which event the Owner shall be responsible for payment of such
      costs.

     

    §
      12.2 CORRECTION OF WORK

    §
      12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION

    §
      12.2.1.1 The
      Contractor shall promptly correct Work rejected by the Architect or failing
      to
      conform to the

    requirements
      of the Contract Documents, whether discovered before or after Substantial
      Completion and whether or

    not
      fabricated, installed or completed. Costs of correcting such rejected Work,
      including additional testing and

    inspections
      and compensation for the Architect's services and expenses made necessary
      thereby, shall be at the

    Contractor's
      expense.

     

    §
      12.2.2 AFTER SUBSTANTIAL COMPLETION

    §
      12.2.2.1 In
      addition to the Contractor's obligations under Section 3.5, if, within one
      year
      after the date of Substantial
      Completion of the Work or designated portion thereof or after the date for
      commencement of warranties established under Section 9.9.1, or by terms of
      an
      applicable special warranty required by the Contract Documents, any
      of
      the Work is found to be not in accordance with the requirements of the Contract
      Documents, the Contractor shall
      correct it promptly after receipt of written notice from the Owner to do so
      unless the Owner has previously given
      the
      Contractor a written acceptance of such condition. The Owner shall give such
      notice promptly after discovery of the condition. During the one-year period
      for
      correction of Work, if the Owner fails to notify the Contractor and give the
      Contractor an opportunity to make the correction, the Owner waives the rights
      to
      require correction by the Contractor and to make a claim for breach of warranty.
      If the Contractor fails to correct nonconforming Work within a reasonable time
      during that period after receipt of notice from the Owner or Architect,
      the Owner may correct it in accordance with Section 2.4.

     

    §
      12.2.2.2 The
      one-year period for correction of Work shall be extended with respect to
      portions of Work first performed
      after Substantial Completion by the period of time between Substantial
      Completion and the actual performance of the Work.

     

    §
      12.2.2.3 The
      one-year period for correction of Work shall not be extended by corrective
      Work
      performed by the Contractor
      pursuant to this Section 12.2.

     

    §
      12.2.3
      The
      Contractor shall remove from the site portions of the Work which are not in
      accordance with the requirements of the Contract Documents and are neither
      corrected by the Contractor nor accepted by the Owner.

     

    §
      12.2.4 The
      Contractor shall bear the cost of correcting destroyed or damaged construction,
      whether completed or partially completed, of the Owner or separate contractors
      caused by the Contractor's correction or removal of Work which is not in
      accordance with the requirements of the Contract Documents.

     

    §
      12.2.5 Nothing
      contained in this Section 12.2 shall be construed to establish a period of
      limitation with respect to other obligations which the Contractor might have
      under the Contract Documents. Establishment of the one-year period for
      correction of Work as described in Section 12.2.2 relates only to the specific
      obligation of the Contractor to
      correct the Work, and has no relationship to the time within which the
      obligation to comply with the Contract

     

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -35-

          
            

          

        

        
          
          

        

      

    

    


    Documents
      may be sought to be enforced, nor to the time within which proceedings may
      be
      commenced to establish the
      Contractor's liability with respect to the Contractor's obligations other than
      specifically to correct the Work.

     

    §
      12.3 ACCEPTANCE OF NONCONFORMING WORK

    §
      12.3.1 If
      the
      Owner prefers to accept Work which is not in accordance with the requirements
      of
      the Contract Documents, the Owner may do so instead of requiring its removal
      and
      correction, in which case the Contract Sum will
      be
      reduced as appropriate and equitable. Such adjustment shall be effected whether
      or not final payment has been
      made.

     

    ARTICLE
      13 MISCELLANEOUS PROVISIONS

    §13.1
      GOVERNING LAW

    §
      13.1.1 The
      Contract shall be governed by the law of the place where the Project is
      located.

     

    §
      13.2 SUCCESSORS AND ASSIGNS

     

    §
      13.2.1 The
      Owner
      and Contractor respectively bind themselves, their partners, successors, assigns
      and legal representatives
      to the other party hereto and to partners, successors, assigns and legal
      representatives of such other party
      in
      respect to covenants, agreements and obligations contained in the Contract
      Documents. Except as provided in
      Section 13.2.2, neither party to the Contract shall assign the Contract as
      a
      whole without written consent of the other.
      If
      either party attempts to make such an assignment without such consent, that
      party shall nevertheless remain legally
      responsible for all obligations under the Contract.

     

    §
      13.2.2 The
      Owner
      may, without consent of the Contractor, assign the Contract to an institutional
      lender providing construction
      financing for the Project. In such event, the lender shall assume the Owner's
      rights and obligations under the Contract Documents. The Contractor shall
      execute all consents reasonably required to facilitate such assignment.

     

    §13.3
      WRITTEN NOTICE

    §
      13.3.1 Written
      notice shall be deemed to have been duly served if delivered in person to the
      individual or a member of
      the
      firm or entity or to an officer of the corporation for which it was intended,
      or
      if delivered at or sent by registered or certified mail to the last business
      address known to the party giving notice.

     

    §
      13.4 RIGHTS AND REMEDIES

    §
13.4.1
      Duties and obligations imposed by the Contract Documents and rights and remedies
      available thereunder shall be in addition to and not a limitation of duties,
      obligations, rights and remedies otherwise imposed or available by
      law.

     

    §
      13.4.2
      No
      action or failure to act by the Owner, Architect or Contractor shall constitute
      a waiver of a right or duty afforded
      them under the Contract, nor shall such action or failure to act constitute
      approval of or acquiescence in a breach thereunder, except as may be
      specifically agreed in writing.

     

    §
      13.5 TESTS AND INSPECTIONS

    §
13.5.1
      Tests, inspections and approvals of portions of the Work required by the
      Contract Documents or by laws, ordinances, rules, regulations or orders of
      public authorities having jurisdiction shall be made at an appropriate time.
      Unless otherwise provided, the Contractor shall make arrangements for such
      tests, inspections and approvals with an independent
      testing laboratory or entity acceptable to the Owner, or with the appropriate
      public authority, and shall bear all related costs of tests, inspections and
      approvals. The Contractor shall give the Architect timely notice of when and
      where tests and inspections are to be made so that the Architect may be present
      for such procedures. The Owner shall bear costs of tests, inspections or
      approvals which do not become requirements until after bids are received or
      negotiations concluded.

     

    §
      13.5.2
      If the
      Architect, Owner or public authorities having jurisdiction determine that
      portions of the Work require additional
      testing, inspection or approval not included under Section 13.5.1, the Architect
      will, upon written authorization from the Owner, instruct the Contractor to
      make
      arrangements for such additional testing, inspection or approval by an entity
      acceptable to the Owner, and the Contractor shall give timely notice to the
      Architect of when
      and
      where tests and inspections are to be made so that the Architect may be present
      for such procedures. Such costs,
      except as provided in Section 13.5.3, shall be at the Owner's
      expense.

     

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
          
          

        

        
          -36-

          
            

          

        

        
          
          

        

      

    

    


    §
      13.5.3
      If such
      procedures for testing, inspection or approval under Sections 13.5.1
      and
      13.5.2
      reveal
      failure of the portions of the Work to comply with requirements established
      by
      the Contract Documents, all costs made necessary by
      such
      failure including those of repeated procedures and compensation for the
      Architect's services and expenses shall be at the Contractor's
      expense.

     

    §
      13.5.4 Required
      certificates of testing, inspection or approval shall, unless otherwise required
      by the Contract Documents,
      be secured by the Contractor and promptly delivered to the
      Architect.

     

    §
      13.5.5 If
      the
      Architect is to observe tests, inspections or approvals required by the Contract
      Documents, the Architect
      will do so promptly and, where practicable, at the normal place of
      testing.

     

    §
      13.5.6 Tests
      or
      inspections conducted pursuant to the Contract Documents shall be made promptly
      to avoid unreasonable
      delay in the Work.

     

    §13.6
      INTEREST

     

    §
      13.6.1 Payments
      due and unpaid under the Contract Documents shall bear interest from the date
      payment is due at such rate as the parties may agree upon in writing or, in
      the
      absence thereof, at the legal rate prevailing from time to time
      at
      the place where the Project is located.

     

    §
      13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD §
      13.7.1 As
      between the Owner and Contractor:

     

    
      	 	
              .1

            	
              Before
                Substantial Completion. As to acts or failures to act occurring prior
                to
                the relevant date of Substantial
                Completion, any applicable statute of limitations shall commence
                to run
                and any alleged cause
                of action shall be deemed to have accrued in any and all events not
                later
                than such date of Substantial
                Completion;

            


    

     

    
      	 	
              .2

            	
              Between
                Substantial Completion and Final Certificate for Payment. As to acts
                or
                failures to act occurring
                subsequent to the relevant date of Substantial Completion and prior
                to
                issuance of the final Certificate for Payment, any applicable statute
                of
                limitations shall commence to run and any alleged cause
                of action shall be deemed to have accrued in any and all events not
                later
                than the date of issuance
                of the final Certificate for Payment;
                and

            


    

    
      	 	
              .3

            	
              After
                Final Certificate for Payment. As to acts or failures to act occurring
                after the relevant date of issuance
                of the final Certificate for Payment, any applicable statute of
                limitations shall commence to run
                and any alleged cause of action shall be deemed to have accrued in
                any and
                all events not later than the date of any act or failure to act by
                the
                Contractor pursuant to any Warranty provided under Section 3.5, the
                date
                of any correction of the Work or failure to correct the Work by the
                Contractor under
                Section 12.2, or the date of actual commission of any other act or
                failure
                to perform any duty or obligation by the Contractor or Owner, whichever
                occurs last.

            


    

     

    ARTICLE
      14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 TERMINATION BY THE
      CONTRACTOR

    §
      14.1.1
      The
      Contractor may terminate the Contract if the Work is stopped for a period of
      30
      consecutive days through no act or fault of the Contractor or a Subcontractor,
      Sub-subcontractor or their agents or employees or any other persons or entities
      performing portions of the Work under direct or indirect contract with the
      Contractor, for any of the following reasons:

    
      	 	
              .1

            	
              issuance
                of an order of a court or other public authority having jurisdiction
                which
                requires all Work to be stopped; 

            


    

    
      	 	
              .2

            	
              an
                act of government, such as a declaration of national emergency which
                requires all Work to be stopped;

            


    

    
      	 	
              .3

            	
              because
                the Architect has not issued a Certificate for Payment and has not
                notified the Contractor of the
                reason for withholding certification as provided in Section 9.4.1,
                or
                because the Owner has not made
                payment on a Certificate for Payment within the time stated in the
                Contract Documents; or 

            


    

    
      	 	
              .4

            	
              the
                Owner has failed to furnish to the Contractor promptly, upon the
                Contractor's request, reasonable evidence as required by Section
                2.2.1.

            


    

     

    §
      14.1.2
      The
      Contractor may terminate the Contract if, through no act or fault of the
      Contractor or a Subcontractor, Sub-subcontractor
      or their agents or employees or any other persons or entities performing
      portions of the Work under
      direct or indirect contract with the Contractor, repeated suspensions, delays
      or
      interruptions of the entire Work

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS


    

    


    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

    


    by
      the
      Owner as described in Section 14.3 constitute in the aggregate more than 100
      percent of the total number of days scheduled for completion, or 120 days in
      any
      365-day period, whichever is less.

     

    §
      14.1.3 If
      one of
      the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may,
      upon seven days' written
      notice to the Owner and Architect, terminate the Contract and recover from
      the
      Owner payment for Work executed
      and for proven loss with respect to materials, equipment, tools, and
      construction equipment and machinery, including
      reasonable overhead, profit and damages.

     

    §
      14.1.4
      If the
      Work is stopped for a period of 60 consecutive days through no act or fault
      of
      the Contractor or a Subcontractor
      or their agents or employees or any other persons performing portions of the
      Work under contract with the Contractor because the Owner has persistently
      failed to fulfill the Owner's obligations under the Contract Documents
      with respect to matters important to the progress of the Work, the Contractor
      may, upon seven additional days' written notice to the Owner and the Architect,
      terminate the Contract and recover from the Owner as provided in Section
      14.1.3.

     

    §
      14.2 TERMINATION BY THE OWNER FOR CAUSE

    §
      14.2.1 The
      Owner
      may terminate the Contract if the Contractor:

    
      	 	
              .1

            	
              persistently
                or repeatedly refuses or fails to supply enough properly skilled
                workers
                or proper materials;
                

            


    

    
      	 	
              .2

            	
              fails
                to make payment to Subcontractors for materials or labor in accordance
                with the respective agreements between the Contractor and the
                Subcontractors; 

            


    

    
      	 	
              .3

            	
              persistently
                disregards laws, ordinances, or rules, regulations or orders of a
                public
                authority having jurisdiction;
                or 

            


    

    
      	 	
              .4

            	
              otherwise
                is guilty of substantial breach of a provision of the Contract
                Documents.

            


    

     

    §
      14.2.2 When
      any
      of the above reasons exist, the Owner, upon certification by the Architect
      that
      sufficient cause exists
      to
      justify such action, may without prejudice to any other rights or remedies
      of
      the Owner and after giving the Contractor
      and the Contractor's surety, if any, seven days' written notice, terminate
      employment of the Contractor and
      may,
      subject to any prior rights of the surety:

     

    
      	 	
              .1

            	
              take
                possession of the site and of all materials, equipment, tools, and
                construction equipment and machinery thereon owned by the Contractor;
                

            


    

    
      	 	
              .2

            	
              accept
                assignment of subcontracts pursuant to Section 5.4;
                and

            


    

    
      	 	
              .3

            	
              finish
                the Work by whatever reasonable method the Owner may deem expedient.
                Upon
                request of the Contractor,
                the Owner shall furnish to the Contractor a detailed accounting of
                the
                costs incurred by the
                Owner in finishing the Work.

            


    

     

    §
      14.2.3 When
      the
      Owner terminates the Contract for one of the reasons stated in Section 14.2.1,
      the Contractor shall not
      be
      entitled to receive further payment until the Work is finished.

     

    §
      14.2.4 If
      the
      unpaid balance of the Contract Sum exceeds costs of finishing the Work,
      including compensation for the
      Architect's services and expenses made necessary thereby, and other damages
      incurred by the Owner and not expressly
      waived, such excess shall be paid to the Contractor. If such costs and damages
      exceed the unpaid balance, the Contractor shall pay the difference to the Owner.
      The amount to be paid to the Contractor or Owner, as the case may
      be,
      shall be certified by the Architect, upon application, and this obligation
      for
      payment shall survive termination
      of the Contract.

     

    §
      14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE

    §
      14.3.1 The
      Owner
      may, without cause, order the Contractor in writing to suspend, delay or
      interrupt the Work in

    whole
      or
      in part for such period of time as the Owner may determine.

     

    §
      14.3.2 The
      Contract Sum and Contract Time shall be adjusted for increases in the cost
      and
      time caused by suspension, delay or interruption as described in Section 14.3.1.
      Adjustment of the Contract Sum shall include profit. No adjustment shall be
      made
      to the extent:

    
      	 	
              .1

            	
              that
                performance is, was or would have been so suspended, delayed or
                interrupted by another cause for
                which the Contractor is responsible;
                or

            


    

    
      	 	
              .2

            	
              that
                an equitable adjustment is made or denied under another provision
                of the
                Contract.

            


    

     

     

    
      /s/ RR

      /s/ LH

      /s/ TS


    

    


    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

    


    §
      14.4 TERMINATION BY THE OWNER FOR CONVENIENCE

     

    §
      14.4.1
      The
      Owner may, at any time, terminate the Contract for the Owner's convenience
      and
      without cause.

     

    §
      14.4.2
      Upon
      receipt of written notice from the Owner of such termination for the Owner's
      convenience, the Contractor
      shall:

     

    
      	 	
              .1

            	
              cease
                operations as directed by the Owner in the
                notice;

            


    

    
      	 	
              .2

            	
              take
                actions necessary, or that the Owner may direct, for the protection
                and
                preservation of the Work; and
                

            


    

    
      	 	
              .3

            	
              except
                for Work directed to be performed prior to the effective date of
                termination stated in the notice, terminate all existing subcontracts
                and
                purchase orders and enter into no further subcontracts and purchase
                orders.

            


    

     

    §
      14.4.3
      In case
      of such termination for the Owner's convenience, the Contractor shall be
      entitled to receive payment for
      Work
      executed, and costs incurred by reason of such termination, along with
      reasonable overhead and profit on the
      Work
      not executed.

     

    


     

    


     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

    


    Additions
      and Deletions Report for

     

    AIA
      Document A201 TM -1997

     

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

     

    Note:
      This Additions and Deletions Report is provided for information purposes only
      and is not incorporated into or constitute any part of the associated AIA
      document. This Additions and Deletions Report and its associated document were
      generated simultaneously by AIA software at 07:52:10 on 04/19/2005.

     

    PAGE
      1

     

    Tollgate
      Casino and Hotel 102
      Main St. Central
      City, CO CC
      Tollgate, LLC 1263 A Lake Plaza Dr. Colorado
      Springs. CO 80906 Ivins
      Design Group 1480
      Humboldt St. Denver.
      CO 80218

     

    
      /s/ RR

      /s/ LH

      /s/ TS



    

    
      
        
        

      

      
        -40-