MTR GAMING GROUP INC
EX-10.16
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>6
<FILENAME>j1406_ex10d16.htm
<DESCRIPTION>EX-10.16
<TEXT>
<html>

<head>
<title>Prepared by MerrillDirect</title>

</head>

<body>

<div>

<p align=right><b><font size=2>Exhibit
10.16</font></b></p>

<table border=0 cellspacing=0 cellpadding=0 width="90%">
 <tr>
  <td width="34%" valign=top>&nbsp;</td>
  <td width="19%" valign=top>&nbsp;</td>
  <td width="45%" colspan=2 valign=top><b><font size=2>AIA Document G701-2000</font></b></td>
 </tr>
 <tr>
  <td width="34%" valign=top><b><i><font   size=2>Change
  Order</font></i></b></td>
  <td width="32%" colspan=2 valign=top>&nbsp;</td>
  <td width="33%" valign=top>&nbsp;</td>
 </tr>
 <tr>
  <td width="34%" valign=top>&nbsp;</td>
  <td width="32%" colspan=2 valign=top>&nbsp;</td>
  <td width="33%" valign=top>&nbsp;</td>
 </tr>
 <tr>
  <td width="34%" valign=top><b><font size=2>PROJECT:</font></b></td>
  <td width="32%" colspan=2 valign=top><b><font size=2>CHANGE ORDER NUMBER: 01</font></b></td>
  <td width="33%" valign=top>&nbsp;</td>
 </tr>
 <tr>
  <td width="34%" valign=top><i><font size=2>(Name and Address)</font></i></td>
  <td width="32%" colspan=2 valign=top><b><font size=2>DATE: July 17, 2001</font></b></td>
  <td width="33%" valign=top>&nbsp;</td>
 </tr>
 <tr>
  <td width="34%" valign=top><b><font size=2>Mountaineer Park, Inc.</font></b></td>
  <td width="32%" colspan=2 valign=top><b><font size=2>ARCHITECT&#146;S PROJECT </font></b></td>
  <td width="33%" valign=top>&nbsp;</td>
 </tr>
 <tr>
  <td width="34%" valign=top><b><font size=2>NUMBER:00.21</font></b></td>
  <td width="32%" colspan=2 valign=top>&nbsp;</td>
  <td width="33%" valign=top>&nbsp;</td>
 </tr>
 <tr>
  <td width="34%" valign=top><b><font size=2>PO Box 358</font></b></td>
  <td width="32%" colspan=2 valign=top>&nbsp;</td>
  <td width="33%" valign=top>&nbsp;</td>
 </tr>
 <tr>
  <td width="34%" valign=top><b><font size=2>Chester, WV&nbsp; 26034</font></b></td>
  <td width="32%" colspan=2 valign=top>&nbsp;</td>
  <td width="33%" valign=top>&nbsp;</td>
 </tr>
 <tr>
  <td width="34%" valign=top>&nbsp;</td>
  <td width="32%" colspan=2 valign=top>&nbsp;</td>
  <td width="33%" valign=top>&nbsp;</td>
 </tr>
 <tr>
  <td width="34%" valign=top><b><font size=2>TO CONTRACTOR:</font></b></td>
  <td width="32%" colspan=2 valign=top><b><font size=2>CONTRACT DATE: June 12, 2001</font></b></td>
  <td width="33%" valign=top>&nbsp;</td>
 </tr>
 <tr>
  <td width="34%" valign=top><i><font size=2>(Name and address)</font></i></td>
  <td width="32%" colspan=2 valign=top><b><font size=2>CONTRACT FOR: New Hotel</font></b></td>
  <td width="33%" valign=top>&nbsp;</td>
 </tr>
 <tr>
  <td width="34%" valign=top><b><font size=2>Just-Mark Construction, Inc.</font></b></td>
  <td width="32%" colspan=2 valign=top>&nbsp;</td>
  <td width="33%" valign=top>&nbsp;</td>
 </tr>
 <tr>
  <td width="34%" valign=top><b><font size=2>PO Box 14054</font></b></td>
  <td width="32%" colspan=2 valign=top>&nbsp;</td>
  <td width="33%" valign=top>&nbsp;</td>
 </tr>
 <tr>
  <td width="34%" valign=top><b><font size=2>Pittsburgh, PA&nbsp;
  15239</font></b></td>
  <td width="32%" colspan=2 valign=top>&nbsp;</td>
  <td width="33%" valign=top>&nbsp;</td>
 </tr>

<!-- DO NOT remove the following table row. It is needed for  .               the proper rendering of tables containing misaligned cells.-->
 <tr height=0>
  <td width=225></td>
  <td width=128></td>
  <td width=82></td>
  <td width=216></td>
 </tr>
</table>

<p><b><font size=2>THE CONTRACT IS CHANGED AS
FOLLOWS:</font></b></p>

<p><i><font size=2>(Include, where applicable,
any undisputed amount attributable to previously executed Construction Change
Directives.)</font></i></p>





<hr size=1 width="100%" noshade color=black align=right>


<p><font size=2>The original
Contract Sum for Phase I was $12,895.757.<br>
The net change by previously authorized Change Orders:&nbsp; $0.00.<br>
The Contract Sum prior to this Change Order was $12,895.757.</font></p>

<p><font size=2>The Contract
Sum for Phase I and a portion of Phase III as more fully set forth by the
listed work on Exhibit &#147;A&#148; attached hereto, and made a part hereof will be
increased by this Change Order in the amount of $2,140.142.00.</font></p>

<p><font size=2>The new
Contract Sum for the Phases defined above, including this Change Order will be
$15,035.899.<br>
The Contract Time will be unchanged.</font></p>

<p><font size=2>The date of
Substantial Completion as of the date of this Change Order therefore is March
15, 2002.</font></p>

<p><b><font size=2>NOTE</font></b><font size=2>: This Change Order does not include
changes in the Contract Sum, Contract Time or Guaranteed Maximum Price which
have been authorized by Construction Change Directive for which the cost or
time are in dispute as described in Subparagraph 7.3.8 of AIA Document A201.</font></p>

<p><u><font size=2>*Reference
attached estimate for items to be included in Phase I Contract.</font></u></p>

<u><page>
</u>

<p><b><u><font size=2>Not valid until signed by the
Architect, Contractor and Owner.</font></u></b></p>

<p><b><font size=2>Devlin Design Architects, P.C.<br>
(Architect)</font></b></p>

<p><u><font size=2>/s/
Douglas Devlin<br>
</font></u><font size=2>Douglas Devlin<br>
President</font></p>

<p><b><font size=2>Just-Mark Construction, Inc.<br>
(Contractor)</font></b></p>

<p><u><font size=2>/s/
Anthony J. Pivik<br>
</font></u><font size=2>Anthony J.
Pivik<br>
President</font></p>

<p><b><font size=2>Mountaineer Park, Inc.<br>
(Owner)</font></b></p>

<p><u><font size=2>/s/
Edson R. Arneault<br>
</font></u><font size=2>Edson r.
Arneault<br>
President</font></p>

<page>


<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <font size=2>AIA Document A201 &#150; 1997</font></p>

<p><font size=2><br>
</font><b><font size=2>General Conditions </font></b><b><font size=2>of
the Contract for Construction</font></b></p>

<p><font size=2>TABLE OF
ARTICLES</font></p>

<p><font size=2>1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; GENERAL PROVISIONS</font></p>

<p><font size=2>2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; OWNER</font></p>

<p><font size=2>3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CONTRACTOR</font></p>

<p><font size=2>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ADMINISTRATION OF THE CONTRACT</font></p>

<p><font size=2>5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SUBCONTRACTORS</font></p>

<p><font size=2>6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CONSTRUCTION BY OWNER OR BY SEPARATE
CONTRACTORS</font></p>

<p><font size=2>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CHANGES IN THE WORK</font></p>

<p><font size=2>8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; TIME</font></p>

<p><font size=2>9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; PAYMENTS AND COMPLETION</font></p>

<p><font size=2>10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; PROTECTION OF PERSONS AND PROPERTY</font></p>

<p><font size=2>11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; INSURANCE AND BONDS</font></p>

<p><font size=2>12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; UNCOVERING AND CORRECTION OF WORK</font></p>

<p><font size=2>13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; MISCELLANEOUS PROVISIONS</font></p>

<p><font size=2>14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; TERMINATION OR SUSPENSION OF THE
CONTRACT</font></p>

<page>


<p><b><font size=2>ARTICLE 1</font></b><font size=2>&nbsp;&nbsp;&nbsp;&nbsp; <b>GENERAL
PROVISIONS</b></font></p>

<dir>
<p><font size=2>1.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; BASIC
DEFINITIONS<br>
1.1.1&nbsp;&nbsp;&nbsp;&nbsp; THE CONTRACT DOCUMENTS<br>
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, all as set forth on Schedule
A-2 to Form A-101.&nbsp; 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.&nbsp;
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&#146;s bid
or portions of Addenda relating to bidding requirements).</font></p>
</dir>

<dir>
<p><font size=2>1.1.2&nbsp;&nbsp;&nbsp;&nbsp; THE
CONTRACT<br>
The Contract Documents form the Contract for Construction.&nbsp; The Contract represents the entire and
integrated agreement between the parties hereto and supersedes prior
negotiations, representations or agreement, either written or oral.&nbsp; The Contract may be amended or modified only
by a Modification.&nbsp; 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.&nbsp; The Architect shall, however, be entitled to
performance and enforcement of obligations under the Contract intended to
facilitate performance of the Architect&#146;s duties.</font></p>
</dir>

<dir>
<p><font size=2>1.1.3&nbsp;&nbsp;&nbsp;&nbsp; THE
WORK<br>
The term &#147;Work&#148; 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&#146;s obligations.&nbsp; The Work may constitute the whole or a part of the Project.</font></p>
</dir>

<dir>
<p><font size=2>1.1.4&nbsp;&nbsp;&nbsp;&nbsp; THE
PROJECT<br>
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.</font></p>
</dir>

<dir>
<p><font size=2>1.1.5&nbsp;&nbsp;&nbsp;&nbsp; THE
DRAWINGS<br>
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.</font></p>
</dir>

<page>


<dir>
<p><font size=2>1.1.6&nbsp;&nbsp;&nbsp;&nbsp; THE
SPECIFICATIONS<br>
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.</font></p>
</dir>

<dir>
<p><font size=2>1.1.7&nbsp;&nbsp;&nbsp;&nbsp; THE
PROJECT MANUAL<br>
The Project Manual is a volume assembled for the Work which may include the
bidding requirements, sample forms, Conditions of the Contract and
Specifications.</font></p>
</dir>

<dir>
<p><font size=2>1.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CORRELATION
AND INTENT OF THE CONTRACT DOCUMENTS<br>
1.2.1&nbsp;&nbsp;&nbsp;&nbsp; The intent of the Contract
Documents is to include all items necessary for the proper execution and
completion of the Work by the Contractor.&nbsp;
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.</font></p>
</dir>

<dir>
<p><font size=2>1.2.2&nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>1.2.3&nbsp;&nbsp;&nbsp;&nbsp; Unless
otherwise stated and defined 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.</font></p>
</dir>

<dir>
<p><font size=2>1.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CAPITALIZATION<br>
1.3.1&nbsp;&nbsp;&nbsp;&nbsp; Terms capitalized in these
General Conditions include those which are (1) specifically defined, (2) the
titles of numbered articles and identified references to Paragraphs,
Subparagraphs and Clauses in the document or (3) the titles of other documents
published by the American Institute of Architects.</font></p>
</dir>

<dir>
<p><font size=2>1.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; INTERPRETATION<br>
1.4.1&nbsp;&nbsp;&nbsp;&nbsp; In the interest of brevity the
Contract Documents frequently omit modifying words such as &#147;all&#148; and &#147;any&#148; and
articles such as &#147;the&#148; and &#147;an,&#148; 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.</font></p>
</dir>

<dir>
<p><font size=2>1.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; EXECUTION
OF CONTRACT DOCUMENTS<br>
1.5.1&nbsp;&nbsp;&nbsp;&nbsp; The Contract Documents shall be
signed by the Owner and Contractor.&nbsp; If
either the Owner or Contractor or both do not sign the Contract Documents, the
Architect shall identify such unsigned Documents upon request.</font></p>
</dir>

<page>


<dir>
<p><font size=2>1.5.2&nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>1.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; OWNERSHIP
AND USE OF DRAWINGS, SPECIFICATIONS AND INSTRUMENTS OF SERVICE<br>
1.6.1&nbsp;&nbsp;&nbsp;&nbsp; The Drawings, Specifications and
other documents, including those in electronic form, prepared by the Architect
and the Architect&#146;s consultants are Instruments of Service through which the
Work to be executed by the Contractor is described.&nbsp; The Contractor may retain one record set.&nbsp; 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&#146;s consultants, and unless otherwise indicated
the Architect and the Architect&#146;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.&nbsp; All copies
of Instruments of Service, except the Contractor&#146;s record set, shall be
returned or suitably accounted for to the Architect, on request, upon
completion of the Work.&nbsp; The Drawings,
Specifications and other documents prepared by the Architect and the
Architect&#146;s consultants, and copies thereof furnished to the Contractor, are
for use solely with respect to this Project.&nbsp;
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&#146;s consultants.&nbsp; 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&#146;s consultants appropriate
to and for use in the execution of their Work under the Contract
Documents.&nbsp; 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&#146;s consultants.&nbsp; 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&#146;s or Architect&#146;s consultants&#146; copyrights or other
reserved rights.</font></p>
</dir>

<p><b><font size=2>ARTICLE 2&nbsp;&nbsp;&nbsp;&nbsp; OWNER</font></b></p>

<dir>
<p><font size=2>2.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; GENERAL<br>
2.1.1&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp;
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&#146;s approval or authorization.&nbsp;
Except as otherwise provided in Subparagraph 4.2.1, the Architect does
not have such authority.&nbsp; The term
&#147;Owner&#148; means the Owner or the Owner&#146;s authorized representative.</font></p>
</dir>

<page>


<dir>
<p><font size=2>2.1.2&nbsp;&nbsp;&nbsp;&nbsp; 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&#146;s lien rights.&nbsp; 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&#146;s interest therein.</font></p>
</dir>

<dir>
<p><font size=2>2.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; INFORMATION
AND SERVICES REQUIRED OF THE OWNER<br>
2.2.1&nbsp;&nbsp;&nbsp;&nbsp; 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&#146;s obligations under the Contract.&nbsp; Furnishing of such evidence shall be a
condition precedent to commencement or continuation of the Work.</font></p>
</dir>

<dir>
<p><font size=2>2.2.2&nbsp;&nbsp;&nbsp;&nbsp; Except
for permits and fees, including those required under subparagraph 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.</font></p>
</dir>

<dir>
<p><font size=2>2.2.3&nbsp;&nbsp;&nbsp;&nbsp; The
Owner shall not be responsible for furnishing surveys (unless required for the
execution of the Work and requested by the Contractor in writing), or other
information as to the physical characteristics, legal limitations or utility
locations for the Project site, but shall furnish or cause to be furnished to
the Contractor a legal description of the Project site, which shall not
constitute one of the Contract Documents.&nbsp;
Contractor shall confirm the location of each utility, shall excavate
and dispose of each on-site utility and shall cap each off-site utility as
required by the Work as may be included in the Specifications.&nbsp; To the extent required for the execution of
the Work, the Owner shall only provide to Contractor such test borings and
information that it has as to subsurface conditions and site geology.&nbsp; Owner does not assume any responsibility
whatsoever with respect to the sufficiency or accuracy of borings made, or of
the logs of test borings, or of any other investigations, or of the
interpretations made thereof, and there is no warranty or guaranty, express or
implied, that the conditions indicated by such investigations, borings, logs or
information are representative of those existing throughout the Project site,
or any part thereof, or that unforeseen developments may not occur.&nbsp; The Contractor represents that it is
familiar with the Project site and has received all information it needs
concerning the condition of the Project site.&nbsp;
The Contractor represents that it has inspected the location of the Work
and has satisfied itself as to the condition thereof, including, without
limitation, all structural surface and reasonably ascertainable subsurface
conditions.&nbsp; Based upon the foregoing
inspections, understandings, agreements and acknowledgments, the Contractor
agrees and acknowledges (1) that the Contract Sum is just and reasonable
compensation for all Work, including foreseen and foreseeable risks, hazards
and difficulties in connection therewith, and (2) that the Contract Time if
adequate for the performance of the Work.&nbsp;
The Contractor shall have no claims for surface or reasonably
ascertainable subsurface conditions encountered.&nbsp; The Contractor shall exercise special care in executing
subsurface work in proximity of known subsurface utilities, improvements, and
easements.</font></p>
</dir>

<page>


<dir>
<p><font size=2>2.2.4&nbsp;&nbsp;&nbsp;&nbsp; Information
or services required of the Owner by the Contract Documents shall be furnished
by the Owner with reasonable promptness.&nbsp;
Any other information or services relevant to the Contractor&#146;s
performance of the Work under the Owner&#146;s control shall be furnished by the
Owner after receipt from the Contractor of a written request for such
information or services.</font></p>
</dir>

<dir>
<p><font size=2>2.2.5&nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>2.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; OWNER&#146;S
RIGHT TO STOP THE WORK<br>
2.3.1&nbsp;&nbsp;&nbsp;&nbsp; If the Contractor fails to
correct Work which is not in accordance with the requirements of the Contract
Documents as required by Paragraph 12.2 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 Subparagraph 6.1.3.&nbsp;
This right shall be in addition to and not in restriction or derogation
of the Owner&#146;s rights under Article 14 hereof.&nbsp;
The Owner&#146;s right to stop the Work shall not relieve the Contractor of
any of its responsibilities and obligations under or pursuant to the Contract
Documents.</font></p>
</dir>

<dir>
<p><font size=2>2.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; OWNER&#146;S
RIGHT TO CARRY OUT THE WORK<br>
2.4.1&nbsp;&nbsp;&nbsp;&nbsp; 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, without prejudice to other remedies the Owner
may have, correct such deficiencies.&nbsp; 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&#146;s expenses and compensation for the Architect&#146;s
additional services made necessary by such default, neglect or failure.&nbsp; Such action by the Owner and amounts charged
to the Contractor are both subject to prior approval of the Architect.&nbsp; If payments then or thereafter due the
Contractor are not sufficient to cover such amounts, the Contractor shall pay
the difference to the Owner.</font></p>
</dir>

<page>


<p><b><font size=2>ARTICLE 3</font></b><font size=2>&nbsp;&nbsp;&nbsp;&nbsp; <b>CONTRACTOR</b></font></p>

<dir>
<p><font size=2>3.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; GENERAL<br>
3.1.1&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp;
The term &#147;Contractor&#148; means the Contractor or the Contractor&#146;s
authorized representative.</font></p>
</dir>

<dir>
<p><font size=2>3.1.2&nbsp;&nbsp;&nbsp;&nbsp; The
Contractor shall perform the Work in accordance with the Contract Documents.</font></p>
</dir>

<dir>
<p><font size=2>3.1.3&nbsp;&nbsp;&nbsp;&nbsp; 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&#146;s administration of the Contract, or by tests,
inspections or approvals required or performed by persons other than the
Contractor.</font></p>
</dir>

<dir>
<p><font size=2>3.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; REVIEW
OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR<br>
3.2.1&nbsp;&nbsp;&nbsp;&nbsp; By submission of a Bid, the
Contractor acknowledges that the Contract Documents are full and complete, are
sufficient to have enabled it to determine the cost of the Work and that the
Drawings, Specifications and all addenda are sufficient to enable the
Contractor to construct the Work outlined therein in accordance with applicable
laws, statutes, ordinances, building codes and regulations, and otherwise to
fulfill all of its obligations under the Contract Documents.</font></p>
</dir>

<dir>
<p><font size=2>3.2.1.1&nbsp; Except
as to any reported error, inconsistencies or omissions, and to concealed or
unknown conditions defined in Subparagraph 4.3.4 by executing the Agreement,
the Contractor represents the following:</font></p>
</dir>

<dir>
<p><font size=2>.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Contract Documents are sufficiently complete and detailed for the Contractor to
(1) perform the work required and to produce the results intended by the
Contract Documents and (2) comply with all requirements of the Contract
Documents.<br>
 .2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The work required by the
Contract Documents, including, without limitation, all construction details,
construction means, methods, procedures, and techniques necessary to perform
the work, use of materials, selection of equipment, and requirements of product
manufacturers is consistent with (1) good and sound practices within the
construction industry; (2) generally prevailing and accepted industry standards
applicable to work; (3) requirements of any warranties applicable to the work;
and (4) all laws, ordinances, regulations, rules, and orders which bear upon
the Contractor&#146;s performance of the Work.</font></p>
</dir>

<dir>
<p><font size=2>3.2.2.2&nbsp; The
Contractor shall, therefore, satisfy itself as to the accuracy of all
dimensions and locations.&nbsp; In all cases
of interconnection of its work with existing or other work, it shall verify at
the site, all dimensions relating to such existing or other work.&nbsp; Any errors due to the Contractor&#146;s failure
to verify all such locations or dimensions shall be promptly rectified by the
Contractor without any additional cost to the Owner.</font></p>
</dir>

<page>


<dir>
<p><font size=2>3.2.2 [Intentionally Omitted]</font></p>
</dir>

<dir>
<p><font size=2>3.2.3&nbsp;&nbsp;&nbsp;&nbsp; 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&#146;s notices or requests for information pursuant to Subparagraph 3.2.1
and 3.2.2, the Contractor shall make Claims as provided in Subparagraphs 4.3.6
and 4.3.7.&nbsp; If the Contractor fails to
perform the obligations of Subparagraphs 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.&nbsp;
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.</font></p>
</dir>

<dir>
<p><font size=2>3.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SUPERVISION
AND CONSTRUCTION PROCEDURES<br>
3.3.1&nbsp;&nbsp;&nbsp;&nbsp; The Contractor shall supervise
and direct the Work, using the Contractor&#146;s best skill and attention.&nbsp; 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 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.&nbsp; 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.&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>3.3.2&nbsp;&nbsp;&nbsp;&nbsp; The
Contractor shall be responsible to the Owner for acts and omissions of the
Contractor&#146;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.</font></p>
</dir>

<dir>
<p><font size=2>3.3.3&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; It being expressly
acknowledged in the event such Work has been previously approved by the
Architect that such approval shall evidence that such portions of previous work
are in the proper conditions.</font></p>
</dir>

<page>


<dir>
<p><font size=2>3.3.4&nbsp;&nbsp;&nbsp;&nbsp; After
Execution of Contract, any claims for additional costs associated with
completion of the Work within the required Contract time frames will not be
considered.&nbsp; The Contractor, who feels
extra time, in any form such as shift work, overtime, and premium time, is
necessary to meet Contract requirements regardless of trade, should include
these costs in the Contract.&nbsp; The
Contractor must recognize that although its work might not require shift,
overtime, or premium time work for completion within the stipulated time frame,
failure to recognize the extra costs in its Contract shall not relieve the
Contractor from utilizing shift overtime, or premium time work in performance
of its Contract nor entitle the Contractor to additional compensation.&nbsp; Where installation work is part of the
Contract, all costs associated with meeting the time frames indicated in the
construction schedules shall be included in the contract price.</font></p>
</dir>

<dir>
<p><font size=2>3.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; LABOR
AND MATERIALS<br>
3.4.1&nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>3.4.2&nbsp;&nbsp;&nbsp;&nbsp; The
Contractor may make substitutions only with the consent of the Owner, after
evaluation by the Architect in accordance with a Change Order.</font></p>
</dir>

<dir>
<p><font size=2>3.4.3&nbsp;&nbsp;&nbsp;&nbsp; The
Contractor shall enforce strict discipline and good order among the
Contractor&#146;s employees and other persons carrying out the Contract.&nbsp; The Contractor shall not permit employment
of unfit persons or persons not skilled in tasks assigned to them.</font></p>
</dir>

<dir>
<p><font size=2>3.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WARRANTY<br>
3.5.1&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp;
Work not conforming to these requirements, including substitutions not
properly approved and authorized, may be considered defective.&nbsp; The Contractor&#146;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.&nbsp; Further Contractor covenants
and agrees to assign and transfer to Owner all right, title and interest of any
kind or character in and to the manufacturer warrantees (and delivery of all
supporting documentation) together with the receipt by the Contractor of
Payment for Substantial Completion.</font></p>
</dir>

<page>


<dir>
<p><font size=2>3.5.2&nbsp;&nbsp;&nbsp;&nbsp; Materials
and workmanship shall be guaranteed for a minimum of two years from the Date of
Substantial Completion for entire project, except where a longer period is
specified, and the Contractor shall make good without cost to the Owner for any
defective portion of the Work of which the Contractor is notified within one
year of the date of final payment of Contract.&nbsp;
Repair or replacement of such defects shall extend to other Work damaged
thereby.&nbsp; Owner&#146;s rights and remedies
hereunder shall be in addition to any other rights and remedies which Owner may
have pursuant to law or this Contract.&nbsp;
Owner shall be entitled to all other rights and remedies provided by
this contract and by law, in addition to the warranty rights and remedies set
forth in this paragraph.</font></p>
</dir>

<dir>
<p><font size=2>3.5.3&nbsp;&nbsp;&nbsp;&nbsp; The
Contractor shall forward guarantee and warranty registration cards to the
manufacturers in the name of the Owner showing date of acceptable substantial
completion of the work as the beginning date for guarantee and warranty
periods.</font></p>
</dir>

<dir>
<p><font size=2>3.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; TAXES<br>
3.6.1&nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>3.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; PERMITS,
FEES AND NOTICES<br>
3.7.1&nbsp;&nbsp;&nbsp;&nbsp; The Contractor shall secure and
the Owner shall pay for the building permits.&nbsp;
The Contractor shall secure and pay for all other permits and
governmental fees, licenses, fees due to water and sewer connections, and
inspections necessary for proper execution of and completion of the Contract
which are legally required.</font></p>
</dir>

<dir>
<p><font size=2>3.7.2&nbsp;&nbsp;&nbsp;&nbsp; The
Contractor shall comply with and give notices required by law, ordinances,
rules, regulations and lawful orders of public authorities applicable to
performance of the Work.</font></p>
</dir>

<dir>
<p><font size=2>3.7.2.1&nbsp;
It is the responsibility of the Contractor to determine what local
ordinances, if any, will affect its work.&nbsp;
The Contractor shall check for any county, city, borough, or township
rules or regulations applicable to the area in which the Project is being
constructed and in addition, the Contractor shall check for any rules or
regulations of other organizations having jurisdiction, such as
chambers-of-commerce, planning commission, industries, or utility companies who
have jurisdiction over lands which the Contractor occupies.&nbsp; Any cost of compliance with local controls
shall be included in the prices bid, even though documents of such local
controlling agencies are not listed herein.</font></p>
</dir>

<dir>
<p><font size=2>3.7.3&nbsp;&nbsp;&nbsp;&nbsp; [Intentionally
Omitted]</font></p>
</dir>

<page>


<dir>
<p><font size=2>3.7.4&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; Specifically including, but not limited to,
all direct and indirect costs including any architectural renderings,
inspections or related engineering issues and costs.</font></p>
</dir>

<dir>
<p><font size=2>3.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ALLOWANCES<br>
3.8.1&nbsp;&nbsp;&nbsp;&nbsp; The Contractor shall include in
the Contract Sum all allowances stated in the Contract Documents, except to the
extent scheduled in this Agreement.&nbsp;
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.&nbsp; Except, however, Contractor
agrees to use commercially reasonable efforts to utilize Union Subcontractors
for all such allowance work.</font></p>
</dir>

<dir>
<p><font size=2>3.8.2&nbsp;&nbsp;&nbsp;&nbsp; Unless
otherwise provided in the Contract Documents:</font></p>
</dir>

<table border=0 cellspacing=0 cellpadding=0 width="100%">
 <tr>
  <td width="5%" valign=top>&nbsp;</td>
  <td width="4%" valign=top><font size=2>.1</font></td>
  <td width="90%" valign=top><font size=2>allowances shall cover the cost to the
  Contractor of materials and equipment delivered at the site and all required
  taxes, less applicable trade discounts;</font></td>
 </tr>
 <tr>
  <td width="5%" valign=top>&nbsp;</td>
  <td width="4%" valign=top><font size=2>.2</font></td>
  <td width="90%" valign=top><font size=2>Contractor&#146;s costs for unloading and handing
  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;</font></td>
 </tr>
 <tr>
  <td width="5%" valign=top>&nbsp;</td>
  <td width="4%" valign=top><font size=2>.3</font></td>
  <td width="90%" valign=top><font size=2>whenever costs are more than or less than
  allowances, the Contract Sum shall be adjusted accordingly by Change
  Order.&nbsp; The amount of the Change Order
  shall reflect (1) the difference between actual costs and the allowances
  under Clause 3.8.2.1 and (2) changes in Contractor&#146;s costs under Clause
  3.8.2.2.</font></td>
 </tr>
</table>

<dir>
<p><font size=2>3.8.3&nbsp;&nbsp;&nbsp;&nbsp; Materials
and equipment under an allowance shall be selected by the Owner in sufficient
time to avoid delay in the Work.</font></p>
</dir>

<dir>
<p><font size=2>3.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SUPERINTENDENT<br>
3.9.1&nbsp;&nbsp;&nbsp;&nbsp; The Contractor shall employ a
competent superintendent and necessary assistants who shall be in attendance at
the Project site during performance of the Work.&nbsp; The superintendent shall represent the Contractor, and
communications given to the superintendent shall be as binding as if given to
the Contractor.&nbsp; Important
communications shall be confirmed in writing.&nbsp;
Other communications shall be similarly confirmed on written request in
each case.&nbsp; It is acknowledged that
Ronald Speicher shall be the Superintendent and that the Contractor shall not
delegate a replacement without the Owner&#146;s consent.</font></p>
</dir>

<dir>
<p><font size=2>3.10&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CONTRACTOR&#146;S
CONSTRUCTION SCHEDULES</font></p>
</dir>

<page>


<dir>
<p><font size=2>3.10.1&nbsp;&nbsp; The
Contractor, promptly after being awarded the Contract, shall prepare and submit
for the Owner&#146;s and Architect&#146;s information a Contractor&#146;s construction
schedule for the Work.&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>3.10.2&nbsp;&nbsp; The
Contractor shall prepare and keep current, for the Architect&#146;s approval, a
schedule of submittals which is coordinated with the Contractor&#146;s construction
schedule and allows the Architect reasonable time to review submittals.</font></p>
</dir>

<dir>
<p><font size=2>3.10.3&nbsp;&nbsp; The
Contractor shall perform the Work in general accordance with the most recent
schedules submitted to the Owner and Architect.</font></p>
</dir>

<dir>
<p><font size=2>3.11&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; DOCUMENTS
AND SAMPLES AT THE SITE<br>
3.11.1&nbsp;&nbsp; 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.&nbsp; These shall be
available to the Architect and shall be delivered to the Architect for
submittal to the Owner upon completion of the Work.</font></p>
</dir>

<dir>
<p><font size=2>3.12&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SHOP
DRAWINGS, PRODUCT DATA AND SAMPLES<br>
3.12.1&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>3.12.2&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>3.12.3&nbsp;&nbsp; Samples
are physical examples which illustrate materials, equipment or workmanship and
establish standards by which the Work will be judged.</font></p>
</dir>

<dir>
<p><font size=2>3.12.4&nbsp;&nbsp; Shop
Drawings, Product Data, Samples and similar submittals are not Contract
Documents.&nbsp; 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.&nbsp; Review by the
Architect is subject to the limitations of Subparagraph 4.2.7.&nbsp; Informational submittals upon which the
Architect is not expected to take responsive action may be identified in the
Contract Documents.&nbsp; Submittals which
are not required by the Contract Documents may be returned by the Architect
without action.</font></p>
</dir>

<page>


<dir>
<p><font size=2>3.12.5&nbsp;&nbsp; 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.&nbsp;
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.</font></p>
</dir>

<dir>
<p><font size=2>3.12.6&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>3.12.7&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>3.12.8&nbsp;&nbsp; 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&#146;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.&nbsp;
The Contractor shall not be relieved of responsibility for errors or
omissions in Shop Drawings, Product Data, Samples or similar submittals by the
Architect&#146;s approval thereof.</font></p>
</dir>

<dir>
<p><font size=2>3.12.9&nbsp;&nbsp; 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.&nbsp; In the absence of such written notice the
Architect&#146;s approval of a resubmission shall not apply to such revisions.</font></p>
</dir>

<dir>
<p><font size=2>3.12.10&nbsp;
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 or a portion of
the Work or unless the Contractor needs to provide such services in order to
carry out the Contractor&#146;s responsibilities for construction means, methods,
techniques, sequences and procedures.&nbsp;
The Contractor shall not be required to provide professional services in
violation of applicable law.&nbsp; 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.&nbsp; 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.&nbsp; Shop Drawings and other
submittals related to the Work designed or certified by such professional, if
prepared by others, shall bear such professional&#146;s written approval when
submitted to the Architect.&nbsp; 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.&nbsp; Pursuant to this Subparagraph
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.&nbsp; The Contractor shall not be
responsible for the adequacy of the performance design criteria required by the
Contract Documents.</font></p>
</dir>

<dir>
<p><font size=2>3.13&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; USE
OF SITE<br>
3.13.1&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>3.14&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CUTTING
AND PATCHING</font></p>
</dir>

<dir>
<p><font size=2>3.14.1&nbsp;&nbsp; The
Contractor shall be responsible for cutting, fitting or patching required to complete
the Work or to make its parts fit together properly.</font></p>
</dir>

<dir>
<p><font size=2>3.14.2&nbsp;&nbsp; The
Contractor shall not damage or endanger a portion of the Work or the existing
structures identified as the Parking Areas, Motel, Buffeteria, Kitchen Gaming
Area or Convention Center or fully or partially completed construction of the
Owner or separate contractors by cutting, patching or otherwise altering such
construction, or by excavation.&nbsp; 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.&nbsp; The Contractor shall not unreasonably
withhold from the Owner or a separate contractor the Contractor&#146;s consent to
cutting or otherwise altering the Work.</font></p>
</dir>

<dir>
<p><font size=2>3.15&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CLEANING
UP<br>
3.15.1&nbsp;&nbsp; The Contractor shall keep the
premises and surrounding area free from accumulation of waste materials or
rubbish caused by operations under the Contract.&nbsp; At completion of the Work, the Contractor shall remove from and
about the Project waste materials, rubbish, the Contractor&#146;s tools,
construction equipment, machinery and surplus materials.</font></p>
</dir>

<page>


<dir>
<p><font size=2>3.15.2&nbsp;&nbsp; If
the Contractor fails to clean up as provided in the Contract Documents, the
Owner may do so (including the use of in-house staff) and the cost thereof
shall be charged to the Contractor.&nbsp; Any
such amounts expended by the Owner may be set-off against amounts owed by Owner
to Contractor hereunder.</font></p>
</dir>

<dir>
<p><font size=2>3.16&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ACCESS
TOWORK<br>
3.16.1&nbsp;&nbsp; The Contractor shall provide the Owner
and Architect access to the Work in preparation and progress wherever located.</font></p>
</dir>

<dir>
<p><font size=2>3.17&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ROYALTIES,
PATENTS AND COPYRIGHTS<br>
3.17.1&nbsp;&nbsp; The Contractor shall pay all
royalties and license fees.&nbsp; 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.&nbsp;
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.</font></p>
</dir>

<dir>
<p><font size=2>3.18&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; INDEMNNIFICATION<br>
3.18.1&nbsp;&nbsp; To the fullest extent permitted
by law, the Contractor shall indemnify and hold harmless the Owner and
Architect, and agents and employees of any of them from and against claims,
damages, losses and expenses, including but not limited to, attorney&#146;s fees and
defense costs, arising out of or resulting from performance of the Work, but
only to the extent caused in whole or in part by the acts or omissions of the
Contractor, a Subcontractor, anyone directly or indirectly employed by them or
anyone for whose acts or omissions they may be liable, regardless of whether or
not such claim, damage, loss or expense is caused in part by a party
indemnified hereunder.&nbsp; 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 Paragraph 3.18.&nbsp; The Contractor
agrees to and does hereby assume on behalf of the Owner and Architect the
defense of any action at law or in equity which may be brought against such
indemnities, upon their demand, the amount of any judgment that may be entered
against such damage or injury arises or is made, asserted, threatened against
the Owner for which the Contractor or its insurer does not admit coverage, or
if the Owner reasonably determines such coverage to be inadequate, the Owner
shall have the right to withhold from any payments due or to become due to the
Contractor an amount sufficient to protect the Owner from such claim, loss,
necessary for the defense thereof.</font></p>
</dir>

<page>


<dir>
<p><font size=2>3.18.2&nbsp;&nbsp; In
claims against any person or entity indemnified under this Paragraph 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 Subparagraph 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&#146; compensation acts,
disability benefit acts or other employee benefit acts.</font></p>
</dir>

<dir>
<p><font size=2>3.19&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; REPRESENTATIONS
AND WARRANTIES<br>
3.19.1&nbsp;&nbsp; The Contractor represents and
warrants the following to the Owner (in addition to the other representations
and warranties contained in the Contract Documents), as an inducement to the
Owner to execute the Owner-Contractor Agreement, which representations and
warranties shall survive the execution and delivery of the Owner-Contractor
Agreement and the final completion of the Work:</font></p>
</dir>

<dir>
<p><font size=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; that
it is financially solvent, able to pay its debts as they mature and possessed
of sufficient working capital to complete the Work and perform its obligations
under the Contract Documents;</font></p>
</dir>

<dir>
<p><font size=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; that
it is able to furnish the personnel, tools, materials, supplies, equipment and
labor required to complete the Work and perform its obligations hereunder and
has sufficient experience and competence to do so;</font></p>
</dir>

<dir>
<p><font size=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; that
it is authorized to do business in the Commonwealth of West Virginia and is
properly licensed by all necessary governmental and public and quasi-public
authorities having jurisdiction over it and over the Work and the site of the
Project;</font></p>
</dir>

<dir>
<p><font size=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; that
its execution of the Owner-Contractor Agreement and its performance thereof is
within its duly authorized powers;</font></p>
</dir>

<dir>
<p><font size=2>(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; that
it is familiar with all Federal, State, Municipal and Department laws,
ordinances and regulations, which may in any way affect the work of those
employed herein, including but not limited to, any special acts relating to the
work or to the project of which it is a part;</font></p>
</dir>

<dir>
<p><font size=2>(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; that
such temporary and permanent work required by the Contract Documents as is to
be done by it, can be satisfactorily constructed and used for the purposes for
which it is intended, and that such construction will not injure any person or
damage any property;</font></p>
</dir>

<dir>
<p><font size=2>(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; that
it is familiar with local trade jurisdictional practices at the site of the
Project;</font></p>
</dir>

<page>


<dir>
<p><font size=2>(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; that
it has carefully examined the plans, the specifications and the site of the
Work, and that from its own investigations, it has satisfied itself as to the
nature and location of the Work, the character, quality and quantity of the
surface and subsurface materials likely to be encountered, the character of
equipment and other facilities needed for the performance of the Work, and the
general local conditions, and all other materials which may in any way affect
the work or its performance;</font></p>
</dir>

<page>


<dir>
<p><font size=2>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; that
it has determined what local ordinances, if any, will affect its work.&nbsp; It has checked for any county, city,
borough, or township rules or regulations applicable to the area in which the
Project is being constructed and in addition, for any rules or regulations of
other organizations having jurisdiction, such as chambers-of-commerce, planning
commission, industries, or utility companies who have jurisdiction over lands
which the Contractor occupies.&nbsp; Any
costs of compliance with local controls shall be included in the prices bid,
even though documents of such local controlling agencies are not listed herein.</font></p>
</dir>

<p><b><font size=2>ARTICLE 4&nbsp;&nbsp;&nbsp;&nbsp; ADMINISTRATION OF THE CONTRACT</font></b></p>

<dir>
<p><font size=2>4.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ARCHITECT<br>
4.1.1&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; The term &#147;Architect&#148; means the Architect or the Architect&#146;s
authorized representative.</font></p>
</dir>

<dir>
<p><font size=2>4.1.2&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; Consent shall not be unreasonably withheld.</font></p>
</dir>

<dir>
<p><font size=2>4.1.3&nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>4.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ARCHITECT&#146;S
ADMINISTRATION OF THE CONTRACT<br>
4.2.1&nbsp;&nbsp;&nbsp;&nbsp; The Architect will provide
administration of the Contract as described in the Contract Documents, and will
be an Owner&#146;s representative (1) during construction, (2) until final payment
is due and (3) with the Owner&#146;s concurrence, from time to time during the
one-year period for correction of Work described in Paragraph 12.2.&nbsp; 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.</font></p>
</dir>

<page>


<dir>
<p><font size=2>4.2.2&nbsp;&nbsp;&nbsp;&nbsp; The
Architect, as a representative of the Owner, will visit the site at intervals
appropriate to the stage of the Contractor&#146;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 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.&nbsp; However, the Architect will not be required
to make exhaustive or continuous on-site inspections to check the quality or
quantity of the Work.&nbsp; 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&#146;s rights and responsibilities under the Contract
Documents, except as provided in Subparagraph 3.3.1.</font></p>
</dir>

<dir>
<p><font size=2>4.2.3&nbsp;&nbsp;&nbsp;&nbsp; The
Architect will not be responsible for the Contractor&#146;s failure to perform the
Work in accordance with the requirements of the Contract Documents.&nbsp; 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 person or entities
performing portion of the Work.</font></p>
</dir>

<dir>
<p><font size=2>4.2.4&nbsp;&nbsp;&nbsp;&nbsp; Communications
Facilitating Contract Administration.&nbsp;
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.&nbsp;
Communications by and with Subcontractors and material suppliers shall
be through the Contractor.&nbsp;
Communications by and with separate contractors shall be through the
Owner.</font></p>
</dir>

<dir>
<p><font size=2>4.2.5&nbsp;&nbsp;&nbsp;&nbsp; Based
on the Architect&#146;s evaluations of the Contractor&#146;s Application for Payment, the
Architect will review and certify the amounts due the Contractor and will issue
Certificates for Payment in such amounts.</font></p>
</dir>

<dir>
<p><font size=2>4.2.6&nbsp;&nbsp;&nbsp;&nbsp; The
Architect will have authority to reject Work that does not conform to the
Contract Documents.&nbsp; Whenever the
Architect considers it necessary or advisable, the Architect will have
authority to require inspection or testing of the Work in accordance with
Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated,
installed or completed.&nbsp; 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.</font></p>
</dir>

<page>


<dir>
<p><font size=2>4.2.7&nbsp;&nbsp;&nbsp;&nbsp; The
Architect will review and approve or take other appropriate action upon the
Contractor&#146;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.&nbsp; The Architect&#146;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&#146;s professional judgment to permit adequate
review.&nbsp; 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.&nbsp; The Architect&#146;s review of
the Contractor&#146;s submittals shall not relieve the Contractor of the obligations
under Paragraphs 3,3, 3.5 and 3.12.&nbsp; The
Architect&#146;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.&nbsp; The Architect&#146;s approval of a specific item shall not indicate
approval of an assembly of which the item is a component.</font></p>
</dir>

<dir>
<p><font size=2>4.2.8&nbsp;&nbsp;&nbsp;&nbsp; The
Architect will prepare Change Orders and Construction Change Directives, and
may authorize minor changes in the Work as provided in Paragraph 7.4.</font></p>
</dir>

<dir>
<p><font size=2>4.2.9&nbsp;&nbsp;&nbsp;&nbsp; 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&#146;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.</font></p>
</dir>

<dir>
<p><font size=2>4.2.10&nbsp;&nbsp; If
the Owner and Architect agree, the Architect will provide one or more project
representatives to assist in carrying out the Architect&#146;s responsibilities at
the site.&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>4.2.11&nbsp;&nbsp; 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.&nbsp; The Architect&#146;s response
to such requests will be made in writing any time limits agreed upon or
otherwise with reasonable promptness.&nbsp;
If no agreement is made concerning the time within which interpretations
required of the Architect shall be furnished in compliance with this Paragraph
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.</font></p>
</dir>

<dir>
<p><font size=2>4.2.12&nbsp;&nbsp;
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.&nbsp;
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.</font></p>
</dir>

<page>


<dir>
<p><font size=2>4.2.13&nbsp;&nbsp; The
Architect&#146;s decisions on matters relating to aesthetic effect will be final if
consistent with the intent expressed in the Contract Documents.</font></p>
</dir>

<dir>
<p><font size=2>4.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CLAIMS
AND DISPUTES<br>
4.3.1&nbsp;&nbsp;&nbsp;&nbsp; Definition.&nbsp; 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.&nbsp;
The term &#147;Claim&#148; also includes other disputes and matters in question
between the Owner and Contractor arising out of or relating to the Contract.&nbsp; Claims must be initiated by written
notice.&nbsp; The responsibility to
substantiate Claims shall rest with the party making the Claim.</font></p>
</dir>

<dir>
<p><font size=2>4.3.2&nbsp;&nbsp;&nbsp;&nbsp; Time
Limits on Claims.&nbsp; Except to the extent
provided in Paragraph 9.3, 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.&nbsp; Claims must be
initiated by written notice to the Architect and the other party.</font></p>
</dir>

<dir>
<p><font size=2>4.3.3&nbsp;&nbsp;&nbsp;&nbsp; Continuing
Contract Performance.&nbsp; Pending final
resolution of a Claim except as otherwise agreed in writing or as provided in
Subparagraph 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.&nbsp;
With each party expressly able to reserve their rights to as to those
claims notwithstanding continued performance.</font></p>
</dir>

<dir>
<p><font size=2>4.3.4&nbsp;&nbsp;&nbsp;&nbsp; Claims
for Concealed or Unknown Conditions.&nbsp; 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 Document or (2) unknown physical conditions of an unusual nature,
which differ 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.&nbsp; The Architect will promptly investigate such conditions and, if
they differ materially and cause an increase or decrease in the Contractor&#146;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.&nbsp; 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.&nbsp; Claims by either
party in opposition to such determination must be made within 21 days after the
Architect has given notice of the decision.&nbsp;
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 Paragraph 4.4.</font></p>
</dir>

<page>


<dir>
<p><font size=2>4.3.5&nbsp;&nbsp;&nbsp;&nbsp; Claims
for Additional Cost.&nbsp; 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.&nbsp; Prior notice is not required for Claims
relating to an emergency endangering life or property arising under Paragraph
10.6.</font></p>
</dir>

<dir>
<p><font size=2>4.3.6&nbsp;&nbsp;&nbsp;&nbsp; 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&#146;s
suspension or (7) other reasonable grounds, Claim shall be filed in accordance
with this Paragraph 4.3.</font></p>
</dir>

<dir>
<p><font size=2>4.3.7&nbsp;&nbsp;&nbsp;&nbsp; [Intentionally
Omitted]</font></p>
</dir>

<dir>
<p><font size=2>4.3.8.&nbsp;&nbsp;&nbsp; Injury
or Damage to Person or Property.&nbsp; 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.&nbsp;
The notice shall provide sufficient detail to enable the other party to
investigate the matter.</font></p>
</dir>

<dir>
<p><font size=2>4.3.9&nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>4.3.10&nbsp;
[Intentionally Omitted]</font></p>
</dir>

<dir>
<p><font size=2>4.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; RESOLUTION
OF CLAIMS AND DISPUTES<br>
4.4.1&nbsp;&nbsp;&nbsp;&nbsp; Decision of Architect.&nbsp; Claims, including those alleging an error or
omission by the Architect but excluding those arising under Paragraphs 10.3
through 10.5, shall be referred initially to the Architect for decision.&nbsp; An initial decision by the Architect shall
be required as a condition precedent to mediation 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.&nbsp; The Architect will not decide disputes
between the Contractor and persons or entities other than the Owner.</font></p>
</dir>

<page>


<dir>
<p><font size=2>4.4.2&nbsp;&nbsp;&nbsp;&nbsp; The
Architect will review Claims and within ten days of the receipt of the Claim
take one or more of the following actions:&nbsp;
(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&#146;s sole discretion, it would be inappropriate
for the Architect to resolve the Claim.</font></p>
</dir>

<dir>
<p><font size=2>4.4.3&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; The Architect may request the
Owner to authorize retention of such persons at the Owner&#146;s expense.</font></p>
</dir>

<dir>
<p><font size=2>4.4.4&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; Upon receipt of the response
or supporting data, if any, the Architect will either reject or approve the
Claim in whole or in part.</font></p>
</dir>

<dir>
<p><font size=2>4.4.5&nbsp;&nbsp;&nbsp;&nbsp; The
Architect will approve or reject Claims by written decision, which shall state
the reasons therefore and which shall notify the parties of any change in the
Contract Sum or Contract Time or both.&nbsp;
The approval or rejection of a Claim by the Architect shall be final and
binding on the parties but subject to mediation and arbitration.</font></p>
</dir>

<dir>
<p><font size=2>4.4.6&nbsp;&nbsp;&nbsp;&nbsp; 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&#146; period shall result in the
Architect&#146;s decision becoming final and binding upon the Owner and
Contractor.&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>4.4.7&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp;
If the Claim relates to a possibility of a Contractor&#146;s default, the
Architect or the Owner may, but is not obligated to, notify the surety and
request the surety&#146;s assistance in resolving the controversy.</font></p>
</dir>

<page>


<dir>
<p><font size=2>4.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; MEDIATION<br>
4.5.1&nbsp;&nbsp;&nbsp;&nbsp; Any Claim arising out of or
related to the Contract, except Claims relating to aesthetic effect and except
those waived as provided for in Subparagraphs 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 the
institution of legal or equitable proceedings by either party.</font></p>
</dir>

<dir>
<p><font size=2>4.5.2&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; Request for mediation shall be
filed in writing with the other party to the Contract and with the American
Arbitration Association.&nbsp; The request
may be made concurrently with the filing of a demand for arbitration but, in
such event, mediation shall proceed in advance of 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.</font></p>
</dir>

<dir>
<p><font size=2>4.5.3&nbsp;&nbsp;&nbsp;&nbsp; The
parties shall share the mediator&#146;s fee and nay filing fees equally.&nbsp; The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed
upon.&nbsp; Agreements reached in mediation
shall be enforceable as settlement agreements in any court having jurisdiction
thereof.</font></p>
</dir>

<dir>
<p><font size=2>4.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; [Intentionally
Omitted]</font></p>
</dir>

<p><b><font size=2>ARTICLE 5&nbsp;&nbsp;&nbsp;&nbsp; SUBCONTRACTORS</font></b></p>

<dir>
<p><font size=2>5.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; DEFINITIONS<br>
5.1.1&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; The term
&#147;Subcontractor&#148; is referred to throughout the Contract Documents as if singular
in number and means a Subcontractor or an authorized representative of the
Subcontractor.&nbsp; The term &#147;Subcontractor&#148;
does not include a separate contractor or subcontractors of a separate
contractor.</font></p>
</dir>

<dir>
<p><font size=2>5.1.2&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; The term &#147;Sub-subcontractor&#148; 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.</font></p>
</dir>

<dir>
<p><font size=2>5.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; AWARD
OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK<br>
5.2.1&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; 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.&nbsp; Failure of the Owner or Architect to reply promptly shall
constitute notice of no reasonable objection.</font></p>
</dir>

<page>


<dir>
<p><font size=2>5.2.2&nbsp;&nbsp;&nbsp;&nbsp; The
Contractor shall not contract with a proposed person or entity to whom the
Owner or Architect has made reasonable and timely objection.&nbsp; The Contractor shall not be required to
contract with anyone to whom the Contractor has made reasonable objection;
provided, however, that Contractor shall use best efforts to use only
Subcontractors who are Union tradesmen.</font></p>
</dir>

<dir>
<p><font size=2>5.2.3&nbsp;&nbsp;&nbsp;&nbsp; If
the Owner or Architect has reasonable objection (including status as a union
laborer) to a person or entity proposed by the Contractor, the Contractor shall
propose another to whom the Owner or Architect has no reasonable
objection.&nbsp; 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&#146;s Work.&nbsp; However, no increase in the Contract Sum or
Contract Time shall be allowed for such change unless the Contractor has acted
promptly and respectively in submitting names as required.</font></p>
</dir>

<dir>
<p><font size=2>5.2.4&nbsp;&nbsp;&nbsp;&nbsp; The
Contractor shall not change a Subcontractor, person or entity previously
selected if the Owner or Architect makes reasonable objection to such
substitute.</font></p>
</dir>

<dir>
<p><font size=2>5.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SUBCONTRACTUAL
RELATIONS<br>
5.3.1&nbsp;&nbsp;&nbsp;&nbsp; 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&#146;s Work, which the Contractor, by
these Documents, assumes toward the Owner and Architect.&nbsp; 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.&nbsp; Where appropriate, the Contractor shall
require each Subcontractor to enter into similar agreements with
Sub-subcontractors.&nbsp; 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.&nbsp; Subcontractors will similarly make copies of
applicable portions of such documents available to their respective
Sub-subcontractors.</font></p>
</dir>

<page>


<dir>
<p><font size=2>5.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CONTINGENT
ASSIGNMENT OF SUBCONTRACTS<br>
5.4.1&nbsp;&nbsp;&nbsp;&nbsp; Each subcontract agreement for a
portion of the Work is assigned by the Contractor to the Owner provided that:</font></p>
</dir>

<table border=0 cellspacing=0 cellpadding=0 width="100%">
 <tr>
  <td width=80 valign=top>&nbsp;</td>
  <td width=31 valign=top><font size=2>.1</font></td>
  <td width=703 valign=top><font size=2>assignment is effective only after termination
  of the Contract by the Owner for cause pursuant to Paragraph 14.2 and only
  for those subcontract agreements which the Owner accepts by notifying the
  Subcontractor and Contractor in writing; and</font></td>
 </tr>
 <tr>
  <td width=80 valign=top>&nbsp;</td>
  <td width=31 valign=top><font size=2>.2</font></td>
  <td width=703 valign=top><font size=2>assignment is subject to the prior rights of
  the surety, if any, obligated under bond relating to the Contract.</font></td>
 </tr>
</table>

<dir><dir>
<p><font size=2>&nbsp;</font></p>
</dir></dir>

<dir>
<p><font size=2>5.4.2&nbsp;&nbsp;&nbsp;&nbsp; Upon
such assignment, if the Work has been suspended for more than 30 days, the
Subcontractor&#146;s compensation shall be equitably adjusted for increases in cost
resulting from the suspension.</font></p>
</dir>

<dir>
<p><font size=2>5.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; PAYMENTS
TO SUBCONTRACTORS BY THE CONTRACTOR<br>
5.5.1&nbsp;&nbsp;&nbsp;&nbsp; The Contractor shall pay each
subcontractor, upon receipt of payment from the Owner, an amount equal to the
percentage of completion allowed to the Contractor, on account of such
Subcontractor&#146;s Work, less the percentage retained from payments to the
Contractor.&nbsp; The Contractor shall also
require each Subcontractor to make similar payments to Sub-subcontractors.</font></p>
</dir>

<p><b><font size=2>ARTICLE 6&nbsp;&nbsp;&nbsp;&nbsp; CONSTRUCTION BY OWNER OR BY SEPARATE
CONTRACTORS</font></b></p>

<dir>
<p><font size=2>6.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; OWNER&#146;S
RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS<br>
6.1.1&nbsp;&nbsp;&nbsp;&nbsp; The Owner reserves the right to
perform construction or operations related to the Project with the Owner&#146;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.&nbsp; 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 Paragraph 4.3.</font></p>
</dir>

<dir>
<p><font size=2>6.1.2&nbsp;&nbsp;&nbsp;&nbsp; When
separate contracts are awarded for different portions of the Project or other
construction or operations on the site, the term &#147;Contractor&#148; in the Contract
Documents in each case shall mean the Contractor who executes each separate
Owner-Contractor Agreement.</font></p>
</dir>

<dir>
<p><font size=2>6.1.3&nbsp;&nbsp;&nbsp;&nbsp; The
Owner shall provide for coordination of the activities of the Owner&#146;s own
forces and of each separate contractor with the Work of the Contractor, who
shall cooperate with them.&nbsp; The
Contractor shall participate with other separate contractors and the Owner in
reviewing their construction schedules when directed to do so.&nbsp; The Contractor shall make any revisions to
the construction schedule deemed necessary after a joint review and mutual
agreement.&nbsp; The construction schedules
shall then constitute the schedules to be used by the Contractor, separate
contractors and the Other until subsequently revised.</font></p>
</dir>

<page>


<dir>
<p><font size=2>6.1.4&nbsp;&nbsp;&nbsp;&nbsp; Unless
otherwise provided in the Contract Documents, when the Owner performs
construction or operations related to the Project with the Owner&#146;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.</font></p>
</dir>

<dir>
<p><font size=2>6.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; MUTUAL
RESPONSIBILITY<br>
6.2.1&nbsp;&nbsp;&nbsp;&nbsp; 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&#146;s construction and operations
with theirs as required by the Contract Documents.</font></p>
</dir>

<dir>
<p><font size=2>6.2.2&nbsp;&nbsp;&nbsp;&nbsp; If
part of the Contractor&#146;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.&nbsp; Failure of the Contractor so
to report shall constitute an acknowledgment that the Owner&#146;s or separate
contractor&#146;s completed or partially completed construction is fit and proper to
receive the Contractor&#146;s Work, except as to defects not then reasonably
discoverable.</font></p>
</dir>

<dir>
<p><font size=2>6.2.3&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; The Owner shall be responsible for costs
incurred by the Contractor because of delays, improperly timed activities,
damage to the Work or defective construction of a separate contractor.</font></p>
</dir>

<dir>
<p><font size=2>6.2.4&nbsp;&nbsp;&nbsp;&nbsp; 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 Subparagraph 10.2.5.</font></p>
</dir>

<page>


<dir>
<p><font size=2>6.2.5&nbsp;&nbsp;&nbsp;&nbsp; DISPUTES
OR ACTIONS BETWEEN CONTACTORS<br>
6.2.5.1&nbsp; Should the Contractor, either
itself or by its subcontractor or subcontractors or their respective agents,
servants, or employees, cause damage or injury to the property or work of any
Contractors, or by failing to perform its Work (including the work of its
subcontractor or subcontractors) with due diligence, delay any Contractors,
which suffer additional expense or damage as a result, the parties involved in
such dispute shall settle any agreement or arbitrate said claim, dispute or
disputes by referring same to the American Arbitration Association.&nbsp; Said dispute or disputes shall be determined
pursuant to the Construction Industry Arbitration Rules of the American
Arbitration Association then effect.&nbsp;
The Owner will not be a party to disputes or actions between the
Contractors or subcontractors concerning such additional expense or damage.&nbsp; It is agreed by all parties that disputes or
actions between Contractors concerning the additional expense or damage will
not delay completion of the Work, which shall be continued by the parties,
subject to the rights hereinbefore provided.&nbsp;
It is agreed by the parties to this Contract (the Owner as promisee and
that the contractor as promisor) that the intent of this clause is to benefit
the other Contractors on the project or related projects and to serve as an
indication of the mutual intent of the Owner and the Contractor that this
clause raise such other Contractors to the status of third party beneficiaries
only as to the terms and conditions of Subparagraphs 6.1.1, 6.2.1, and
6.2.5.&nbsp; The Contractor agrees that
Subparagraphs 6.1.1, 6.2.1, and 6.2.5 are provided as a benefit to the
Contractor and, that they specifically exclude claims against the Owner for
delay or other damages.</font></p>
</dir>

<dir>
<p><font size=2>6.2.5.2&nbsp; The
Contractor agrees that all claims, disputes and other matters in question
between Contractors, which arise out of, or are related to this Contract, or
the breach thereof, as provided in Subparagraph 6.2.5.1, shall be settled by
agreement or resolved by arbitration, in accordance with the Construction
Industry Arbitration Rules of the American Arbitration Association then in
effect, unless the parties mutually agree otherwise.&nbsp; This agreement to arbitrate is in consideration of the fact that
all other Prime Contractors agree to this same arbitration provision, as
provided in each separate Prime Contract required for the construction of this
Project, and is specifically enforceable under the prevailing arbitration
law.&nbsp; The award rendered by the
arbitrators shall be final, and judgment may be entered upon it in accord with
applicable law in any court having jurisdiction thereof.&nbsp; The Owner shall not be a party to this
arbitration.</font></p>
</dir>

<dir>
<p><font size=2>6.2.5.3&nbsp; Notice
of the demand for arbitration shall be filed in writing with the other Prime
Contractor(s) and with the West Virginia Regional Office of the American
Arbitration Association.&nbsp; A copy of the
demand shall be filed with the Architect and the Owner. &nbsp;The demand for arbitration shall be made
within a reasonable time after the claim, dispute or other matter in question
has arisen.&nbsp; The Owner shall not be a
party to the claim, dispute or other matter in question, but shall be a witness
in any arbitration at the request of any party to the arbitration.</font></p>
</dir>

<dir>
<p><font size=2>6.2.6&nbsp;&nbsp;&nbsp;&nbsp; In
case any direct or indirect injury is done to existing, street or underground
structures, sewers, mains, or to public or private property of any kind, or to
any materials or fixtures, by or because of the work, in consequence of any act
or omission on the part of the Contractor, his employees or agents, the
Contractor, at his own cost and expense, except where hereinafter specified
otherwise, shall restore such structures, property, or materials to a condition
equal to or similar to that existing before such damage or injury was done, by
repairing, rebuilding, or otherwise as may be required by the Architect.&nbsp; To the extent that the Contractor fails or
refuses to meet the requirements of this subparagraph and such failure and/or
refusal results in the Owner incurring additional attorney&#146;s fees, professional
fees, other cost or expenses, the Contractor shall be liable for the same.</font></p>
</dir>

<page>


<dir>
<p><font size=2>6.2.7&nbsp;&nbsp;&nbsp;&nbsp; If
the Contractor shall fail to restore such property or make good such damage,
the Owner may, by contract or otherwise, proceed to repair, rebuilt, or
otherwise restore such property as may be necessary, and the cost thereof will
be deducted from any money due, or to become due, the Contractor under this
contract; or the Owner may deduct from any money due the Contractor a sum
sufficient to reimburse the Owner of property so damaged.</font></p>
</dir>

<dir>
<p><font size=2>6.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; OWNER&#146;S
RIGHT TO CLEAN UP<br>
6.3.1&nbsp;&nbsp;&nbsp;&nbsp; If a dispute arises among the
Contractor, separate contractors and the Owner as to the responsibility under
their respective contracts by 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.</font></p>
</dir>

<p><b><font size=2>ARTICLE 7&nbsp;&nbsp;&nbsp;&nbsp; CHANGES IN THE WORK</font></b></p>

<dir>
<p><font size=2>7.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; GENERAL<br>
7.1.1&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp;
The Contractor shall not be entitled to any damages (consequential or
direct) for any delay by Owner in approving such Change Order.</font></p>
</dir>

<dir>
<p><font size=2>7.1.2&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; It is also herein acknowledged that Thomas Banketas may serve as
the Owner&#146;s liaison on this project and that for general oversight and changes
in Work required by this Article 7 that he may work in conjunction with the
Architect from time to time to resolve certain disputes.</font></p>
</dir>

<dir>
<p><font size=2>7.1.3&nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>7.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CHANGE
ORDERS<br>
7.2.1&nbsp;&nbsp;&nbsp;&nbsp; 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:</font></p>
</dir>

<page>


<dir><dir>
<p><font size=2>.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; change
in the Work;<br>
 .2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; amount of the adjustment, if
any, in the Contract Sum;<br>
 .3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the extent of the adjustment,
if any, in the Contract Time.</font></p>
</dir></dir>

<dir>
<p><font size=2>7.2.2&nbsp;&nbsp;&nbsp;&nbsp; Methods
used in determining adjustments to the Contract Sum may include those listed in
Subparagraph 7.3.3.</font></p>
</dir>

<dir>
<p><font size=2>7.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CONSTRUCTION
CHANGE DIRECTIVES<br>
7.3.1&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>7.3.2&nbsp;&nbsp;&nbsp;&nbsp; A
Construction Change Directive shall be used in the absence of total agreement
on the terms of a Change Order.</font></p>
</dir>

<dir>
<p><font size=2>7.3.3&nbsp;&nbsp;&nbsp;&nbsp; If
the Construction Change Directive provides for an adjustment to the Contract
Sum. the adjustment shall be based on one of the following methods:</font></p>
</dir>

<dir><dir>
<table border=0 cellspacing=0 cellpadding=0 width="80%">
 <tr>
  <td width=24 valign=top><font size=2>.1</font></td>
  <td width=641 valign=top><font size=2>mutual acceptance of a lump sum properly
  itemized and supported by sufficient substantiating data to permit
  evaluation;</font></td>
 </tr>
 <tr>
  <td width=24 valign=top><font size=2>.2</font></td>
  <td width=641 valign=top><font size=2>unit prices stated in the Contract Documents
  or subsequently agree upon:</font></td>
 </tr>
 <tr>
  <td width=24 valign=top><font size=2>.3</font></td>
  <td width=641 valign=top><font size=2>cost to be determined in a manner agreed upon
  by the parties and a mutually acceptable fixed or percentage fee; or</font></td>
 </tr>
 <tr>
  <td width=24 valign=top><font size=2>.4</font></td>
  <td width=641 valign=top><font size=2>as provided in Subparagraph 7.3.6.</font></td>
 </tr>
</table>
</dir></dir>

<dir>
<p><font size=2>7.3.4&nbsp;&nbsp;&nbsp;&nbsp; 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&#146;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.</font></p>
</dir>

<dir>
<p><font size=2>7.3.5&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp;
Such agreement shall be effective immediately and shall be recorded as a
Change Order.</font></p>
</dir>

<page>


<dir>
<p><font size=2>7.3.6&nbsp;&nbsp;&nbsp;&nbsp; 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
increase in the Contract Sum, an allowance for overhead and profit in
accordance with Subparagraphs 7.3.10.1 through 7.3.10.6.&nbsp; In such case, and also under Clause 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.&nbsp; Unless otherwise provided in the
Contract Documents, costs for the purposes of this Subparagraph 7.3.6 shall be
limited to the following:</font></p>
</dir>

<dir><dir>
<table border=0 cellspacing=0 cellpadding=0 width="80%">
 <tr>
  <td width=31 valign=top><font size=2>.1</font></td>
  <td width=691 valign=top><font size=2>costs of labor, including social security, old
  age and unemployment insurance, fringe benefits required by agreement or
  custom, and workers&#146; compensation insurance;</font></td>
 </tr>
 <tr>
  <td width=31 valign=top><font size=2>.2</font></td>
  <td width=691 valign=top><font size=2>costs of materials, supplies and equipment,
  including cost of transportation, whether incorporated or consumed;</font></td>
 </tr>
 <tr>
  <td width=31 valign=top><font size=2>.3</font></td>
  <td width=691 valign=top><font size=2>rental costs of machinery and equipment,
  exclusive of hand tools, whether rented from the Contractor or others;</font></td>
 </tr>
 <tr>
  <td width=31 valign=top><font size=2>.4</font></td>
  <td width=691 valign=top><font size=2>costs of premiums for all bonds and insurance,
  permit fees, and sales, use or similar taxes related to the Work; and</font></td>
 </tr>
 <tr>
  <td width=31 valign=top><font size=2>.5</font></td>
  <td width=691 valign=top><font size=2>additional costs of supervision and field
  office personnel directly attributable to the change.</font></td>
 </tr>
</table>
</dir></dir>

<p><font size=2>&nbsp;</font></p>

<dir>
<p><font size=2>7.3.7&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp;
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.</font></p>
</dir>

<dir>
<p><font size=2>7.3.8&nbsp;&nbsp;&nbsp;&nbsp; Pending
final determination of the total cost of 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&#146;
agreement with part or all of such costs.&nbsp;
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.&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>7.3.9&nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>7.3.10&nbsp;&nbsp; In
Subparagraph 7.3.6. the allowance for the combined overhead and profit included
in the total cost to the Owner shall be based on the following schedule:</font></p>
</dir>

<dir>
<p><font size=2>.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; For
the Contractor, for Work performed by the Contractor&#146;s own forces, 10 percent
of the cost.</font></p>
</dir>

<dir>
<p><font size=2>.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; For
the Contractor, for Work performed by the Contractor&#146;s Subcontractor, 10
percent of the amount due the Subcontractor.</font></p>
</dir>

<dir>
<p><font size=2>.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; For
each Subcontractor or Sub-Subcontractor involved, for Work performed by the
Subcontractor&#146;s of Sub-Subcontractor&#146;s own forces, 10 percent of the cost.</font></p>
</dir>

<dir>
<p><font size=2>.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; For
each Subcontractor, for Work performed by the Subcontractor&#146;s Subcontractors, 5
percent of the amount due the Subcontractor.</font></p>
</dir>

<dir>
<p><font size=2>.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Cost
to which overhead and profit is to be applied shall be determined in accordance
with Subparagraph 7.3.6.</font></p>
</dir>

<dir>
<p><font size=2>.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In
order to facilitate checking of quotation for extras or credits, all proposals,
except those so minor that their propriety can be seen by inspection, shall be
accompanied by a complete itemization of costs including labor, materials and
Subcontracts.&nbsp; Labor and materials shall
be itemized in the manner prescribed above.&nbsp;
Where major cost items are Subcontracts, they shall be itemized
also.&nbsp; In no case will a change
involving an amount greater than or equal to $200 be approved without such
itemization.</font></p>
</dir>

<dir>
<p><font size=2>7.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; MINOR
CHANGES IN THE WORK<br>
7.4.1&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; Such
changes shall be effected by written order and shall be binding on the Owner
and Contractor.&nbsp; The Contractor shall
carry out such written orders promptly.</font></p>
</dir>

<p><b><font size=2>ARTICLE 8&nbsp;&nbsp;&nbsp;&nbsp; TIME</font></b></p>

<dir>
<p><font size=2>8.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; DEFINITIONS<br>
8.1.1&nbsp;&nbsp;&nbsp;&nbsp; Unless otherwise provided,
Contract Time is the period of time, including authorized adjustments, allotted
in the Contract Documents for Substantial Completion of the Work.</font></p>
</dir>

<dir>
<p><font size=2>8.1.2&nbsp;&nbsp;&nbsp;&nbsp; The
date of commencement of the Work is the date established in the Agreement.</font></p>
</dir>

<dir>
<p><font size=2>8.13&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
date of Substantial Completion is the date certified by the Architect in accordance
with Paragraph 9.8.</font></p>
</dir>

<dir>
<p><font size=2>8.1.4&nbsp;&nbsp;&nbsp;&nbsp; The
term &#147;day&#148; as used in the Contract Documents shall mean calendar day unless
otherwise specifically defined</font></p>
</dir>

<page>


<dir>
<p><font size=2>8.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; PROGRESS
AND COMPLETION<br>
8.2.1&nbsp;&nbsp;&nbsp;&nbsp; Time limits stated in the
Contract Documents are of the essence of the Contract.&nbsp; By executing the Agreement the Contractor
confirms that the Contract Time is a reasonable period for performing the
Work.&nbsp; The dates listed in the
Preliminary Construction Schedule are minimum performance dates and the
Contractor agrees to schedule, coordinate, and staff in accord with actual
progress of the Work.&nbsp; The Contractor
agrees to increase manpower, increase work hours, and to increase equipment
necessary to maintain projected progress schedule.</font></p>
</dir>

<dir>
<p><font size=2>8.2.1.1&nbsp; Any
Preliminary Construction Schedule, if provided, is for information purposes
only and constitutes a proposed sequence of events based on standard practices.</font></p>
</dir>

<dir>
<p><font size=2>8.2.2&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; The date of
commencement of the Work shall not be changed by the effective date of such
insurance.&nbsp; 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&#146;s liens and other security interests.</font></p>
</dir>

<dir>
<p><font size=2>8.2.3&nbsp;&nbsp;&nbsp;&nbsp; The
Contractor shall proceed expeditiously with adequate forces and shall achieve
Substantial Completion within the Contract Time.&nbsp; The Contractor agrees to increase manpower, increase work hours,
and to increase equipment necessary to maintain projected progress schedule.</font></p>
</dir>

<dir>
<p><font size=2>8.2.4&nbsp;&nbsp;&nbsp;&nbsp; It
is mutually agreed by and between the parties hereto that time shall be an
essential part of this contract and that in case of the failure on the part of
the Contractor to complete the contract within the time specified and agreed
upon, the Owner will be damaged thereby; and the amount of said damages,
inclusive of expenses for inspection, superintendence and necessary traveling
expenses, being difficult if not impossible of define ascertainment and proof,
it is hereby agreed that the reasonable amount of liquidated damages shall be
in accord with Paragraph 7.6 of AIA 101.</font></p>
</dir>

<dir>
<p><font size=2>8.2.4.1&nbsp; In
addition to the Liquidated Damages listed in Paragraph 7.6 of AIA A101, the
Contractor agrees to pay all associated costs for the Architect to extend their
Contract to remain on the Project due to the failure of the Contractor to
complete the Work within the time frame stipulated in the Project Construction
Schedule.&nbsp; Damage to other Prime
Contractors that are an extension of this clause, are to be recovered pursuant
to Article 6.2 et. seq., of the General Conditions of the Contract and the
Supplementary Conditions of the Contract.</font></p>
</dir>

<page>


<dir>
<p><font size=2>8.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; DELAYS
AND EXTENSIONS OF TIME<br>
8.3.1&nbsp;&nbsp;&nbsp;&nbsp; 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, unavoidable casualties or other causes beyond the
Contractor&#146;s control, or by delay authorized by the Owner pending mediation and
arbitration, then the Contract Time shall be extended by Change Order for such
reasonable time as the Architect may determine.</font></p>
</dir>

<dir>
<p><font size=2>8.3.2&nbsp;&nbsp;&nbsp;&nbsp; Claims
relating to time shall be made in accordance with applicable provisions of
Paragraph 4.3.</font></p>
</dir>

<dir>
<p><font size=2>8.3.3&nbsp;&nbsp;&nbsp;&nbsp; No
payment or compensation will be made to the Contractor as compensation for
damages for any delays or hindrances from any cause whatsoever in the progress
of the Work, notwithstanding whether such delays be avoidable or
unavoidable.&nbsp; The Contractor&#146;s sole
remedy for delays shall be an extension of Contract Time, pursuant to and only
in accordance with this Paragraph 8.3.&nbsp;
Such extension shall be a period equivalent to the time lost, day for
day, by reason of any and all of the aforesaid causes.&nbsp; Nor will the Contractor be permitted to make
any claim for acceleration or for a cost or expenses associated with acceleration.&nbsp; In the event that the Contractor chooses to
assert such a claim for delay, acceleration, or litigate this provision, and
the Contractor fails to prevail as to its entire claim in its litigation, the
Contractor shall be liable to the Owner for any attorney&#146;s fees, professional
fees, costs or expenses associated with analyzing, defending or otherwise
opposing any such claim or litigation.</font></p>
</dir>

<dir>
<p><font size=2>8.3.4&nbsp;&nbsp;&nbsp;&nbsp; The
Owner shall not be liable to the Contractor for any expenses, damages, loss of
profits (anticipated or otherwise) or charges of any nature whatsoever
(including but not limited to, attorney&#146;s fees) which shall result because of
any extension of the time of completion which shall be granted by the Owner to
the Contractor or to any other Contractor employed by the Owner to perform any
other portion of the Project, or which shall result because of any delay or
hindrance of any nature whatsoever in the progress of the Work (including but
not limited to, any delay due to litigation), whether such delay or hindrance
shall be avoidable or unavoidable .&nbsp; In
the event the Contractor chooses to litigate this provision and fails to
prevail in its entire litigation, the Contractor shall reimburse the Owner and
the Architect for any attorney&#146;s fees, professional fees and all other costs
and expenses incurred by the Owner associated with analyzing, defending or
otherwise opposing any such claim or litigation.</font></p>
</dir>

<dir>
<p><font size=2>8.3.5&nbsp;&nbsp;&nbsp;&nbsp; The
Contractor shall recognize and reasonable anticipate that as the job
progresses, the Architect will be making changes in and updating Construction
Schedules pursuant to Subparagraph 3.10.1.&nbsp;
Therefore, no claim for an increase in the Contract Sum for either
acceleration or delay will be allowed for extensions of time pursuant to this
Paragraph or for other changes in the Construction Schedules which may be
experienced in projects of similar size and complexity.</font></p>
</dir>

<page>


<p><b><font size=2>ARTICLE 9&nbsp;&nbsp;&nbsp;&nbsp; PAYMENTS AND COMPLETION</font></b></p>

<dir>
<p><font size=2>9.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CONTRACT
SUM<br>
9.1.1&nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>9.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SCHEDULE
OF VALUES<br>
9.2.1&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; This schedule, unless objected to by the
Architect, shall be used as a basis for reviewing the Contractor&#146;s Applications
for Payment.</font></p>
</dir>

<dir>
<p><font size=2>9.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; APPLICATION
FOR PAYMENT<br>
9.3.1&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp;
Such application shall be notarized, if required, and supported by such
data substantiating the Contractor&#146;s right to 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.&nbsp; And such applications shall
include a release of claims provision as to each lien, waiver and change order
for which payment is being sought.</font></p>
</dir>

<dir>
<p><font size=2>9.3.1.1&nbsp; As
provided in Subparagraph 7.3.8, such applications may include requests for payments
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.</font></p>
</dir>

<dir>
<p><font size=2>9.3.1.2&nbsp;
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.</font></p>
</dir>

<dir>
<p><font size=2>9.3.2&nbsp;
Unless otherwise provided in the Contract Documents, payments shall be
made on account of materials and equipment delivered and suitable stored at the
site for subsequent incorporation in the Work.&nbsp;
If approved in advance by the Owner, payment may similarly be made for
material and equipment suitably stored off the site at a location agreed upon
in writing.&nbsp; 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&#146;s
title to such materials and equipment or otherwise protect the Owner&#146;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.</font></p>
</dir>

<page>


<dir>
<p><font size=2>9.3.3&nbsp;
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.&nbsp; 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,
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.</font></p>
</dir>

<dir>
<p><font size=2>9.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CERTIFICATES
FOR PAYMENT<br>
9.4.1&nbsp;&nbsp;&nbsp;&nbsp; The Architect will, within seven
days after receipt of the Contractor&#146;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&#146;s reasons for withholding certification
in whole or in part as provided in Subparagraph 9.5.1.</font></p>
</dir>

<dir>
<p><font size=2>9.4.2&nbsp;&nbsp;&nbsp;&nbsp; The
issuance of a Certificate for Payment will constitute a representation by the
Architect to the Owner, based on the Architect&#146;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&#146;s knowledge,
information and belief, the quality of the Work is in accordance with the
Contract Documents.&nbsp; 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.&nbsp; The issuance of a
Certificate for Payment will further constitute a representation that the
Contractor is entitled to payment in the amount certified.&nbsp; However, the issuance of a Certificate for
Payment will not be a representation that the Architect has (1) reviewed
construction means, methods, techniques, sequences or procedures, (2) reviewed
copies of requisitions received from Subcontractors and material suppliers and
other data requested by the Owner to substantiate the Contractor&#146;s right to
payment, or (3) made examination to ascertain how or for what purpose the
Contractor has used money previously paid on account of the Contract Sum.</font></p>
</dir>

<page>


<dir>
<p><font size=2>9.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; DECISIONS
TO WITHHOLD CERTIFICATION<br>
9.5.1&nbsp;&nbsp;&nbsp;&nbsp; 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&#146;s opinion the representations to the
Owner required by Subparagraph 9.4.2 cannot be made.&nbsp; 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 Subparagraph 9.4.1.&nbsp; 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.&nbsp; 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&#146;s opinion to protect the Owner from loss for which the
Contractor is responsible, including loss resulting form acts and omissions
described in Subparagraph 3.3.2, because of:</font></p>
</dir>

<table border=0 cellspacing=0 cellpadding=0 width="100%">
 <tr>
  <td width=40 valign=top>&nbsp;</td>
  <td width=24 valign=top>&nbsp;</td>
  <td width=31 valign=top><font size=2>.1</font></td>
  <td width=679 valign=top><font size=2>defective Work not remedied;</font></td>
 </tr>
 <tr>
  <td width=40 valign=top>&nbsp;</td>
  <td width=24 valign=top>&nbsp;</td>
  <td width=31 valign=top><font size=2>.2</font></td>
  <td width=679 valign=top><font size=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;</font></td>
 </tr>
 <tr>
  <td width=40 valign=top>&nbsp;</td>
  <td width=24 valign=top>&nbsp;</td>
  <td width=31 valign=top><font size=2>.3</font></td>
  <td width=679 valign=top><font size=2>failure of the Contractor to make payments
  properly to Subcontractors or for labor, materials or equipment;</font></td>
 </tr>
 <tr>
  <td width=40 valign=top>&nbsp;</td>
  <td width=24 valign=top>&nbsp;</td>
  <td width=31 valign=top><font size=2>.4</font></td>
  <td width=679 valign=top><font size=2>reasonable evidence that the Work cannot be
  completed for the unpaid balance of the Contract Sum;</font></td>
 </tr>
 <tr>
  <td width=40 valign=top>&nbsp;</td>
  <td width=24 valign=top>&nbsp;</td>
  <td width=31 valign=top><font size=2>.5</font></td>
  <td width=679 valign=top><font size=2>damage to the Owner or another contractor;</font></td>
 </tr>
 <tr>
  <td width=40 valign=top>&nbsp;</td>
  <td width=24 valign=top>&nbsp;</td>
  <td width=31 valign=top><font size=2>.6</font></td>
  <td width=679 valign=top><font size=2>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</font></td>
 </tr>
 <tr>
  <td width=40 valign=top>&nbsp;</td>
  <td width=24 valign=top>&nbsp;</td>
  <td width=31 valign=top><font size=2>.7</font></td>
  <td width=679 valign=top><font size=2>persistent failure to carry out the Work in
  accordance with the Contract Documents.</font></td>
 </tr>
</table>

<dir>
<p><font size=2>9.5.2&nbsp;&nbsp;&nbsp;&nbsp; When
the above reasons for withholding certification are removed, certification will
be made for amounts previously withheld.</font></p>
</dir>

<dir>
<p><font size=2>9.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; PROGRESS
PAYMENTS<br>
9.6.1&nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>9.6.2&nbsp;&nbsp; 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&#146;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&#146;s portion of the Work.&nbsp; The Contractor shall, by appropriate
agreement with each Subcontractor, require each Subcontractor to make payments
to Sub-subcontractors in similar manner.</font></p>
</dir>

<dir>
<p><font size=2>9.6.3&nbsp;&nbsp;&nbsp;&nbsp; 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 Subcontractors.</font></p>
</dir>

<dir>
<p><font size=2>9.6.4&nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<page>


<dir>
<p><font size=2>9.6.5&nbsp;&nbsp;&nbsp;&nbsp; Payment
to material suppliers shall be treated in a manner similar to that provided in
Subparagraph 9.6.2, 9.6.3 and 9.6.4.</font></p>
</dir>

<dir>
<p><font size=2>9.6.6&nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>9.6.7&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; Nothing contained herein shall
require money to be placed in a separate account and not commingled with money
to be placed in a separate account and not commingled with money of the
Contractor, shall create any fiduciary 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.</font></p>
</dir>

<dir>
<p><font size=2>9.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; FAILURE
OF PAYMENT<br>
9.7.1&nbsp;&nbsp;&nbsp;&nbsp; If the Architect does not issue
a Certificate for Payment, through no fault of the Contractor, but without just
cause and without any failure by Contractor to complete its submission within
seven days after receipt of the Contractor&#146;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 and to the extent such default is not owed then the
Contractor may, upon seven additional days&#146; written notice to the Owner and
Architect, stop the Work until payment of the amount owing has been
received.&nbsp; The Contract time shall be
extended appropriately and the Contract Sum shall be increased by the amount of
the Contractor&#146;s reasonable costs of shut-down, delay and start-up, plus
interest as provided for in the Contract Documents.&nbsp; Notwithstanding the foregoing, in no event shall any extensions
of time hereunder relieve contractor of its liability for liquidated damages
arising after April 15,2002.</font></p>
</dir>

<dir>
<p><font size=2>9.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SUBSTANTIAL
COMPLETION<br>
9.8.1&nbsp;&nbsp;&nbsp;&nbsp; Substantial Completion is as
defined in Section 3.3 of AIA Form A101</font></p>
</dir>

<dir>
<p><font size=2>9.8.2&nbsp;&nbsp;&nbsp;&nbsp; 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 (a &#147;Punchlist&#148;) together with cost of each such item
prior to final payment.&nbsp; 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.</font></p>
</dir>

<page>


<dir>
<p><font size=2>9.8.3&nbsp;&nbsp;&nbsp;&nbsp; Upon
receipt of the Contractor&#146;s list, the Architect will make an inspection to
determine whether the Work or designated portion thereof is substantially
complete.&nbsp; If the Architect&#146;s inspection
discloses any item, whether or not included on the Contractor&#146;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 correct such item upon notification by the Architect.&nbsp; In such case, the Contractor shall then
submit a request for another inspection by the Architect to determine
Substantial Completion.</font></p>
</dir>

<dir>
<p><font size=2>9.8.4&nbsp;&nbsp; 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.&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>9.8.5&nbsp;&nbsp; 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.&nbsp; Upon such acceptance
and consent of surety, if any, the Owner shall make payment of retainage
applying to such Work or designated portion thereof.&nbsp; Such payment shall be adjusted for Work that is incomplete or not
in accordance with the requirements of the Contract Documents.</font></p>
</dir>

<dir>
<p><font size=2>9.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; PARTIAL
OCCUPANCY OR USE<br>
9.9.1&nbsp;&nbsp;&nbsp;&nbsp; The Owner may at it&#146;s election,
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 Clause 11.4.1.5 and authorized by public authorities having
jurisdiction over the Work.&nbsp; 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 Contractor shall
prepare and submit a list to the Architect as provided under Subparagraph
9.8.2.&nbsp; Consent of the Contractor to
partial occupancy or use shall not be unreasonably withheld.&nbsp; 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.</font></p>
</dir>

<page>


<dir>
<p><font size=2>9.9.2&nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>9.9.3&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>9.9.4&nbsp;&nbsp; As
portions of the Project are completed, and occupied, Contractor shall ensure
the continuing construction activity will not unreasonably interfere with the
use, occupancy and quiet enjoyment of the completed portions thereof.</font></p>
</dir>

<dir>
<p><font size=2>9.9.5&nbsp;&nbsp; The
Contractor agrees to coordinate the Work with the Architect and the Owner in
order to minimize disturbance to occupied portions of the structure.&nbsp; In the event performances or tests are
conducted in close proximity to the Work in progress, the Contractor agrees to
cease all work which may disturb the Owner&#146;s occupants at the site.</font></p>
</dir>

<dir>
<p><font size=2>9.10&nbsp;&nbsp;&nbsp; FINAL
COMPLETION AND FINAL PAYMENT<br>
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 on the basis of the Architect&#146;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 the final Certificate is due and
payable.&nbsp; The Architect&#146;s final
Certificate for Payment will constitute a further representation that
conditions listed in Subparagraph 9.10.2 as precedent to the Contractor&#146;s being
entitled to final payment have been fulfilled.</font></p>
</dir>

<dir>
<p><font size=2>9.10.2&nbsp;&nbsp; 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&#146;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&#146; 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 of 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 or waiver required by the Owner, the Contractor may
furnish a bond satisfactory to the Owner to indemnify the Owner against such
lien.&nbsp; 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&#146; fees.</font></p>
</dir>

<page>


<dir>
<p><font size=2>9.10.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; 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.&nbsp; Such payment shall be made under terms and
conditions governing final payment, except that it shall not constitute a
waiver of claims.</font></p>
</dir>

<dir>
<p><font size=2>9.10.4The making of final payment shall
constitute a waiver of Claims by the Owner except those arising from:</font></p>
</dir>

<table border=0 cellspacing=0 cellpadding=0 width="100%">
 <tr>
  <td width=80 valign=top>&nbsp;</td>
  <td width=31 valign=top><font size=2>.1</font></td>
  <td width=502 valign=top><font size=2>liens, Claims, security interests or
  encumbrances arising out of the Contract and unsettled;</font></td>
 </tr>
 <tr>
  <td width=80 valign=top>&nbsp;</td>
  <td width=31 valign=top><font size=2>.2</font></td>
  <td width=502 valign=top><font size=2>failure of the Work to comply with the
  requirements of the Contract Documents; or</font></td>
 </tr>
 <tr>
  <td width=80 valign=top>&nbsp;</td>
  <td width=31 valign=top><font size=2>.3</font></td>
  <td width=502 valign=top><font size=2>terms of special warranties required by the
  Contract Documents; or</font></td>
 </tr>
 <tr>
  <td width=80 valign=top>&nbsp;</td>
  <td width=31 valign=top><font size=2>.4</font></td>
  <td width=502 valign=top><font size=2>items which were not discoverable as of the
  Date of Final Payment.</font></td>
 </tr>
</table>

<dir>
<p><font size=2>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.</font></p>
</dir>

<p><b><font size=2>ARTICLE 10&nbsp;&nbsp; PROTECTION OF PERSONS AND PROPERTY</font></b></p>

<dir>
<p><font size=2>10.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SAFETY
PRECAUTIONS AND PROGRAMS<br>
10.1.1&nbsp;&nbsp; The Contractor shall be
responsible for initiating, maintaining and supervising all safety precautions
and programs in connection with the performance of the Contract, within 14 days
after the receipt of the Notice to Proceed.</font></p>
</dir>

<dir>
<p><font size=2>10.1.1.1 Prior to performing any Work on the
project site, the Contractor shall submit to the Architect its Project Safety
and Health Program fully describing the Contractor&#146;s commitments for meeting
its obligations to provide safe and healthful working conditions for its
employees, and generally contribute and enhance safety at the project site.&nbsp; The Contractor&#146;s program shall reference
federal and state OSHA standards and other rules and regulations applicable to
construction activities on the project.&nbsp;
The Contractor&#146;s Project Safety and Health Program shall include, as a
minimum, the following:</font></p>
</dir>

<dir>
<p><font size=2>A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; New
Hire Safety and Orientation Program:&nbsp;
Each new or reassigned employee of the Contractor shall receive a
thorough safety orientation including employer/employee responsibilities under
federal/state OSHA regulations, ear protection in high noise level areas,
respiratory protection.&nbsp; Material safety
Data Sheets (MSDS), fire protection, first aid facilities, and look-out
procedures on electrical equipment.&nbsp;
Attendance at the Orientation program meeting is required and records
kept on file in the Contractor&#146;s office for review.</font></p>
</dir>

<dir>
<p><font size=2>10.1.2&nbsp;&nbsp; Weekly
Tool Box Safety Meetings:&nbsp; Contractor
shall conduct Weekly Tool Box Safety Meetings to provide employees with current
safety information.&nbsp; Attendance is
required and records kept on file in the Contractor&#146;s office for review.</font></p>
</dir>

<dir>
<p><font size=2>10.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SAFETY
OF PERSONS AND PROPERTY<br>
10.2.1&nbsp;&nbsp; The Contractor shall take
reasonable precautions for safety of, and shall provide reasonable protection
to prevent damage, injury or loss to:<br>
 .1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; employees on the Work and
other persons who may be affected thereby;<br>
 .2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 of the Contractor&#146;s
Subcontractors or Sub-subcontractors; and<br>
 .3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>10.2.2&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>10.2.3&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>10.2.4&nbsp;&nbsp; When
use or storage of explosive 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.</font></p>
</dir>

<page>


<dir>
<p><font size=2>10.2.5&nbsp;
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 Clauses 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 Clauses
10.2.1.2 and 10.2.1.3, except damage or loss attributable to the fault or
negligence of the Contractor.&nbsp; The
foregoing obligations of the Contractor are in addition to the Contractor&#146;s
obligations under Paragraph 3.18.</font></p>
</dir>

<dir>
<p><font size=2>10.2.6&nbsp;&nbsp; The
Contractor shall designate a responsible member of the Contractor&#146;s
organization at the site whose duty shall be the prevention of accidents.&nbsp; This person shall be the Contractor&#146;s
superintendent unless otherwise designated by the Contractor is writing to the
Owner and Architect.</font></p>
</dir>

<dir>
<p><font size=2>10.2.7&nbsp;&nbsp; The
Contractor shall not load or permit any part of the construction or site to be
loaded so as to endanger its safety.</font></p>
</dir>

<dir>
<p><font size=2>10.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; HAZARDOUS
MATERIALS<br>
10.3.1&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>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 test 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&#146;s
reasonable additional cost of shut-down, delay and start-up, which adjustments
shall be accomplished as provided in Article 7.</font></p>
</dir>

<page>


<dir>
<p><font size=2>10.3.3 To the fullest extent permitted by law,
the Owner shall indemnify and hold harmless the Contractor, Subcontractors,
Architect, Architect&#146;s consultants and agents and employees of any of them from
and against claims, damages, losses and expenses, including but not limited to
attorneys&#146; 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 Subparagraph 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&nbsp; party seeking indemnity.</font></p>
</dir>

<dir>
<p><font size=2>10.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Owner shall not be&nbsp; responsible under
Paragraph 10.3 for materials and substances brought to the site by the
Contractor unless such material or substances were required by the Contract
Documents.</font></p>
</dir>

<dir>
<p><font size=2>10.5 &nbsp;&nbsp;&nbsp;&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>10.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; EMERGENCIES<br>
10.6.1&nbsp;&nbsp; In an emergency affecting safety
of persons or property, the Contractor shall act, at the Contractor&#146;s
discretion, to prevent threatened damage, injury or loss.&nbsp; Additional compensation or extension of time
claimed by the Contractor on account of an emergency shall be determined as
provided in Paragraph 4.3 and Article 7.</font></p>
</dir>

<p><font size=2>ARTICLE 11
INSURANCE AND BONDS</font></p>

<dir>
<p><font size=2>11.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CONTRACTOR&#146;S
LIABILITY INSURANCE<br>
11.1.1 The Contractor shall purchase form and maintain in a company or
companies lawful 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&#146;s
operations under the Contract and from 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 or them, or by anyone for
whose acts any of them may be liable:</font></p>
</dir>

<dir><dir>
<p><font size=2>.1 claims under workers&#146; compensation,
disability benefits and other similar employee benefit act which are applicable
to the Work to be performed;<br>
 .2 claim for damage because of bodily injury, occupational sickness or disease,
or death of the Contractor&#146;s employees;<br>
 .3 claims of damages because of bodily injury, sickness or disease, or death of
any person other than the Contractor&#146;s employees;<br>
 .4 claims for damages insured by usual personal injury liability coverage;<br>
 .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;</font></p>
</dir></dir>

<page>


<dir><dir>
<p><font size=2>.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;<br>
 .7 claims for bodily injury or property damage arising out of completed
operations; and<br>
 .8 claims involving contractual insurance applicable to the Contractor&#146;s
obligations under Paragraph 3.18</font></p>
</dir></dir>

<dir>
<p><font size=2>11.1.2 The insurance required by Subparagraph
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 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.</font></p>
</dir>

<dir>
<p><font size=2>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 Paragraph 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 Subparagraph
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&#146;s information and belief.</font></p>
</dir>

<page>


<dir>
<p><font size=2>11.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; OWNER&#146;S
LIABILITY INSURANCE<br>
11.2.1 The Owner shall be responsible for purchasing and maintaining the
Owner&#146;s usual liability insurance.</font></p>
</dir>

<dir>
<p><font size=2>11.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; PROJECT
MANAGEMENT PROTECTIVE LIABILITY INSURANCE<br>
11.3.1 Optionally, the Owner may require the Contractor to purchase and
maintain Project Management Protective Liability insurance from the
Contractor&#146;s usual sources as primary coverage for the Owner&#146;s, Contractor&#146;s
and Architect&#146;s various 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&#146;s
Liability Insurance under Clause 11.1.1.2 through 11.1.1.5.</font></p>
</dir>

<page>


<dir>
<p><font size=2>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.</font></p>
</dir>

<dir>
<p><font size=2>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&#146;s Liability Insurance coverage under
Paragraph 11.1.</font></p>
</dir>

<dir>
<p><font size=2>11.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; PROPERTY
INSURANCE<br>
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&#146;s risk
&#147;all-risk&#148; or equivalent 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 Paragraph 9.10 or until no person or entity other than the Owner has an
insurable interest in the property required by this Paragraph 11.4 to be
covered, whichever is later. This insurance shall include interest of the
Owner, the Contractor, Subcontractors and Sub-subcontractors in the Project.</font></p>
</dir>

<dir>
<p><font size=2>11.4.1.1 Property insurance shall be on an
&#147;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&#146;s and Contractor&#146;s services and expenses
required as a result of such insured loss.</font></p>
</dir>

<dir>
<p><font size=2>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 interest 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.</font></p>
</dir>

<page>


<dir>
<p><font size=2>11.4.3 If the property insurance requires
deductibles, the Owner shall pay costs not covered because of such deductibles.</font></p>
</dir>

<dir>
<p><font size=2>11.4.1.4 The property insurance shall cover
portions of the Work stored off the site, and also portions of the Work in
transit.</font></p>
</dir>

<dir>
<p><font size=2>11.4.1.5 Partial occupancy or use in accordance
with Paragraph 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&nbsp; 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.</font></p>
</dir>

<dir>
<p><font size=2>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 interest of the Owner, Contractor, Subcontractor and
Sub-subcontractors in the Work, and the Owner and Contractor shall be named
insureds.</font></p>
</dir>

<dir>
<p><font size=2>11.4.3 Loss of Use Insurance. The Owner, at the
Owner&#146;s option, may purchase and maintain such insurance as will insure the
Owner against loss of use of the Owner&#146;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&#146;s property, including consequential losses due to
fire or other hazards however caused.</font></p>
</dir>

<dir>
<p><font size=2>11.4.4 If the Contractor requests in writing
that insurance for risk 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.</font></p>
</dir>

<dir>
<p><font size=2>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 Subparagraph 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.</font></p>
</dir>

<dir>
<p><font size=2>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 Paragraph 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.</font></p>
</dir>

<page>


<dir>
<p><font size=2>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&#146;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 Paragraph 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&#146;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 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.</font></p>
</dir>

<dir>
<p><font size=2>11.4.8 A loss insured under Owner&#146;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 Subparagraph 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.</font></p>
</dir>

<dir>
<p><font size=2>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&#146;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 Paragraph 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.</font></p>
</dir>

<page>


<dir>
<p><font size=2>11.4.10 The Owner as fiduciary shall have power
to adjust and settle a loss with insureds unless one of the parties in interest
shall object in writing within five days after occurrence of loss to the
Owner&#146;s exercise of this power; if such objection is made, the dispute shall be
resolved as provided in Paragraph 4.5 and 4.6. The Owner as fiduciary shall, in
the case of arbitration, make settlement with insureds in accordance with directions
of the arbitrators, If distribution of insurance proceeds by arbitration is
required, the arbitrators will direct such distribution.</font></p>
</dir>

<dir>
<p><font size=2>11.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; PERFORMANCE
BOND AND PAYMENT BOND<br>
11.5.1 The Owner shall 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 in the date of execution of the Contract. The approved Form of Bond
shall be attached hereto and made a part hereof as Addendum B-1</font></p>
</dir>

<dir>
<p><font size=2>11.5.2 Upon the request of any person or entity
appearing to be a potential beneficiary 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.</font></p>
</dir>

<p><b><font size=2>ARTICLE 12 UNCOVERING AND
CORRECTION OF WORK<br><br></font></b></p>

<dir>
<p><font size=2>12.1 UNCOVERING OF WORK<br>
12.1.1 If a portion of the Work is covered contrary to the Architect&#146;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&#146;s
examination and be replaced at the Contractor&#146;s expense without change in the
Contract Time.</font></p>
</dir>

<dir>
<p><font size=2>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&#146;s expense. If such Work is not in accordance with the
Contract Documents, correction shall be at the Contractor&#146;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.</font></p>
</dir>

<dir>
<p><font size=2>12.2 CORRECTION OF WORK<br>
12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION<br>
12.2.1.1 The Contractor shall promptly correct Work rejected by the Architect
or failing to confirm 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&#146;s services and expenses made necessary thereby, shall be at the
Contractor&#146;s expense.</font></p>
</dir>

<dir>
<p><font size=2>12.2.2 AFTER SUBSTANTIAL COMPLETION</font></p>
</dir>

<page>


<dir>
<p><font size=2>12.2.2.1 In addition to the Contractor&#146;s
obligations under Paragraph 3.5, if, within one year after the date of
Substantial Completion of the Work or designated portion thereof or after the
date of commencement of warranties established under Subparagraph 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 the 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 Paragraph 2.4.</font></p>
</dir>

<dir>
<p><font size=2>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.</font></p>
</dir>

<dir>
<p><font size=2>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 Paragraph 12.2.</font></p>
</dir>

<dir>
<p><font size=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.</font></p>
</dir>

<dir>
<p><font size=2>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&#146;s
correction or removal of Work which is not in accordance with the requirements
of the Contract Documents.</font></p>
</dir>

<dir>
<p><font size=2>12.2.5 Nothing contained in this Paragraph 12.2
shall be constructed to establish a period of limitation with respect to other
obligations which the Contractor might have under the Contract Documents.
Establishment o the one-year period for correction of Work as described in
Subparagraph 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 Documents may be sought to be enforced,
nor to the time within which proceedings may be commenced to establish the
Contractor&#146;s liability with respect to the Contractor&#146;s obligations other than
specifically to the Work.</font></p>
</dir>

<page>


<dir>
<p><font size=2>12.3 ACCEPTANCE OF NONCONFORMING WORK<br>
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.</font></p>
</dir>

<p><b><font size=2>ARTICLE 13 MISCELLANEOUS
PROVISIONS<br><br></font></b></p>

<dir>
<p><font size=2>13.1 GOVERNING LAW<br>
13.1.1 The Contract shall be governed by the law of the place where the Project
is located. Al actions shall be brought on the Circuit Court for Hancock
County.</font></p>
</dir>

<dir>
<p><font size=2>13.2 SUCCESSORS AND ASSIGNS<br>
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 Subparagraph 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.</font></p>
</dir>

<dir>
<p><font size=2>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&#146;s rights and obligations under the Contract Documents. The Contractor
shall execute all consents reasonably required to facilitate such assignment.</font></p>
</dir>

<dir>
<p><font size=2>13.3 WRITTEN NOTICE<br>
13.3.1 Written notice shall be determined to have been duly served of delivered
in person to the individual or 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.</font></p>
</dir>

<dir>
<p><font size=2>13.4 RIGHTS AND REMEDIES<br>
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.</font></p>
</dir>

<dir>
<p><font size=2>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 such action or failure to act constitutes approval
of or acquiescence in a breach thereunder, except as may be specifically agreed
in writing.</font></p>
</dir>

<page>


<dir>
<p><font size=2>13.5 TEST AND INSPECTIONS<br>
13.5.1 Test, inspections and approvals of portions of the Work required by the
Contract Documents or by law, 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
test, inspections and approvals with an independent testing laboratory or
entity acceptable to the Owner, or with the appropriate public authority, and
shall bear related cost of tests, inspections and approvals. The Contractor
shall give the Architect timely notice when and where test and inspections are
to be made so that the Architect may be present for such procedures. The Owner
shall bear costs of testing, inspections or approvals which do not become
requirements until after bids are received or negotiations concluded.</font></p>
</dir>

<dir>
<p><font size=2>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 Subparagraph
13.5.1, the Architect will, upon written authorization form 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 testing and inspection are to
be made so that the Architect may be present for such procedures. Such costs,
except as provided in Subparagraph 13.5.3, shall be at the Owner&#146;s expense.</font></p>
</dir>

<dir>
<p><font size=2>13.5.3 If such procedures for testing,
inspection or approval under Subparagraph 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'&#146; services and expenses
shall be at the Contractor'&#146; expense.</font></p>
</dir>

<dir>
<p><font size=2>13.5.4 &nbsp; Required
certificates of testing, inspection or approval shall, unless otherwise requires
by the Contract Documents, be secured by the Contractor and promptly delivered
to the Architect.</font></p>
</dir>

<dir>
<p><font size=2>13.5.5&nbsp;&nbsp;
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.</font></p>
</dir>

<dir>
<p><font size=2>13.5.6 Tests or inspections conducted pursuant
to the Contract Documents shall be made promptly to avoid unreasonable delay in
the Work.</font></p>
</dir>

<dir>
<p><font size=2>13.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
INTEREST<br>
13.6.1&nbsp;&nbsp;  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 from time to time at the place where the Project is located.</font></p>
</dir>

<page>


<dir>
<p><font size=2>13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD<br>
13.7.1 As between the Owner and Contractor:</font></p>
</dir>

<dir>
<p><font size=2>.1 Before Substantial Completion. As to act or
failures to act occurring prior to the relevant date of Substantial Completion,
any applicable statute of limitations shall commence to turn 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;<br>
 .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<br>
 .3 After Certificate for Payment. As to act 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 turn 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 Paragraph 3.5, the date of any correction of the Work
or failure to correct the Work by the Contractor under Paragraph 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.</font></p>
</dir>

<p><b><font size=2>ARTICLE 14 TERMINATION OR
SUSPENSION OF THE CONTRACT<br><br></font></b></p>

<dir>
<p><font size=2>14.1 TERMINATION BY THE CONTRACTOR<br>
14.1.1 If the Work is stopped for a period of 60 days under final,
non-appealable order of any court or other public authority having
jurisdiction, through no act or fault of the Contractor or a subcontractor or
their agents or employees or any other person performing portions of the Work
under Contract with the Contractor, then the Contractor may, upon 14 days
written notice to the Owner and the Architect, terminate the Contract and
recover from the Owner payment of all work properly executed.</font></p>
</dir>

<dir>
<p><font size=2>14.1.2 &amp; 14.1.3 [Intentionally Omitted]</font></p>
</dir>

<dir>
<p><font size=2>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 person performing portions of the
Work under contract with the Contractor because the Owner has persistently
failed to fulfill the Owner&#146;s obligations under the Contract Documents with
respect to matters important to the process of the Work, the Contractor may,
upon seven additional days&#146; written notice to the Owner and the Architect,
terminate the Contract and recover from the Owner as provided in Subparagraph
14.1.3.</font></p>
</dir>

<page>


<dir>
<p><font size=2>14.2 TERMINATION BY THE OWNER FOR CAUSE<br>
14.2.1 The Owner may terminate the Contract if the Contractor:<br>
 .1 persistently or repeatedly refuses or fails to supply enough property
skilled workers or proper materials;<br>
 .2 fails to make payment to Subcontractors or suppliers for materials or labor
in accordance with the respective agreements between the Contractor and the
Subcontractors;<br>
 .3 persistently disregards laws, ordinances, or rules, regulations or orders of
a public authority having jurisdiction; or<br>
 .4 otherwise is guilty of material breach of a provision of the Contract
Documents.</font></p>
</dir>

<dir>
<p><font size=2>14.2.2 When any of the above reasons exist, the
Owner, upon certification by the Architect that sufficient cause exist to
justify such action, may without prejudice to any other rights or remedies of
the Owner and after giving the Contractor and the Contractor&#146;s surety, if any,
seven days&#146; written notice, terminate employment of the Contractor and may,
subject to any prior rights of the survey:<br>
 .1 take possession of the site and of all materials, equipment, tools, and
construction equipment and machinery thereon owned by the Contractor;<br>
 .2 accept assignment of subcontracts pursuant to Paragraph 5.4; and<br>
 .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.</font></p>
</dir>

<dir>
<p><font size=2>14.2.3 When the Owner terminates the Contract
for one of the reasons stated in Subparagraph 14.2.1, the Contractor shall not
be entitled to receive future payments until the Work is finished.</font></p>
</dir>

<dir>
<p><font size=2>14.2.4 If the unpaid balance of the Contract Sum
exceeds costs of finishing the Work, including compensation for the Architect&#146;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 shall survive termination of the Contract. The cost of
finishing the Work include, without limitation, all reasonable attorney&#146;s fees,
additional title costs, insurance, additional interest because of any delay in
completing the Work, and all other direct and indirect consequential costs
incurred by the Owner by reason of the termination of the Contractor as stated
herein.</font></p>
</dir>

<dir>
<p><font size=2>14.2.5 In the event of termination, the Owner
may assess the Contractor attorneys&#146; fees, cost, expenses, including but not
limited to, employee time attributable to said event, and the Contractor shall
immediately reimburse the Owner for the same. In the event that the Contractor
fails to adhere to a contractual provision or other requirements of the
Contract Documents, whether the subject provision is material or not, to the
extent the Owner incurs attorneys&#146; fees, professional fees, costs or expenses,
of any kind in the Owner&#146;s attempt to enforce such provisions, the Contractor
shall be liable to the Owner for the same. In such event, the Owner may deduct
such amounts from any Application for Payment, retainage or otherwise invoice
the Contractor.</font></p>
</dir>

<page>


<dir>
<p><font size=2>14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE<br>
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.</font></p>
</dir>

<dir>
<p><font size=2>14.3.2 The Contract Sum and the Contract Time
shall be adjusted for increase in the cost and time caused by suspension, delay
or interruption as described in Subparagraph 14.3.1. The Cost of finishing the
Work include, without limitation, all reasonable attorney&#146;s fees, additional
title costs, insurance, additional interest because of any delay in completing
the Work, and all other direct and indirect consequential costs incurred by the
Owner by reason of the termination of the Contractor as stated herein.
Adjustment of the Contract Sum shall include profit. No adjustment shall be
made to the extent:<br>
 .1 that performance is, was or would have been so suspended, delayed or
interrupted by another cause for which the Contractor is responsible; or<br>
 .2 that an equable adjustment is made or denied under another provision of the
Contract.</font></p>
</dir>

<dir>
<p><font size=2>14.4 TERMINATION BY THE OWNER FOR CONVENIENCE<br>
14.4.1 The Owner may, at any time, terminate the Contract for the Owner&#146;s
convenience and without cause.</font></p>
</dir>

<dir>
<p><font size=2>14.4.2 Upon receipt of written notice from the
Owner of such termination for the Owner&#146;s convenience, the Contractor shall:<br>
 .1 cease operation as directed by the Owner in the notice;<br>
 .2 take actions necessary, or that the Owner may direct, for the protection and
preservation of the Work; and<br>
 .3 except for Work directed to be performed prior to he effective date of
termination stated in the notice, terminate all existing subcontracts and
purchase orders and enter into no further subcontracts and purchase orders.</font></p>
</dir>

<dir>
<p><font size=2>14.4.3 In case of such termination for the
Owner&#146;s convenience, the Contractor shall be entitled to receive payment from
the Owner on the same basis provided in Subparagraph 14.1.1</font></p>
</dir>

<dir>
<p><font size=2>14.4.4 In the event the Owner elects to
terminate the Contractor for cause, the Owner may recover as part of its
damages any and all professional fees, including but not limited to,
architectural fees and attorneys&#146; fees, costs and expenses. The Owner shall
have the right to set off said amounts against any amount alleged to be due and
owing to the Contractor on the base amount of the contract. Further, should the
Contractor fail to achieve completion promptly, upon written recommendation by
Architect, the Owner may, for cause, terminate the Contractor, complete the
work, and recover against the Contractor any and all amounts that the Owner
incurs, including but not limited to, any and all professional fees (including
but not limited to, architectural, construction management and legal fees,
expenses and costs).</font></p>
</dir>

<page>


<dir>
<p><font size=2>14.5 In the event that the Owner declares the
Contractor on default and the Contractor&#146;s surety fails to adhere to its
obligations under the performance bond, payment bond, or the maintenance bond
the surety shall be liable to the Owner for any attorneys&#146; fees, professional
fees, or other costs or expenses incurred by the Owner in connection with the
Owner&#146;s pursuit of its rights under the performance bond, payment bond and/or
applicable law, including the cost of all litigation, including but not limited
to, attorney&#146;s fees, professional fees, and costs.</font></p>
</dir>

<dir>
<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To
the extent any Contractor sues the Owner and the Owner prevails in such
litigation the Contractor shall be responsible for all o the Owner&#146;s damages
including but not limited to any and all professional fees (Architectural fees,
consulting fees and legal fees, expenses and costs).</font></p>
</dir>

<dir>
<p><font size=2>14.6 In the event that the Owner terminates the
Contract due to its failure to obtain financing, then the Contractor shall not
be entitled to any damages, costs and/or expenses, including but not limited
to, attorneys&#146; fees and/or expenses.</font></p>
</dir>

<dir>
<p><font size=2>14.7 In the event that the Owner terminates the
Contract due to litigation, then the Contractor shall be entitled to recover only
for any Work already performed and shall not be entitled to recover any
expenses, damages, loss of profits (anticipated or otherwise) or charges of any
nature whatsoever (including but not limited to, attorneys&#146; fees).</font></p>
</dir>

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