MASTER CONSTRUCTION AGREEMENTCONTRACT NUMBER: R110824

THIS MASTER CONSTRUCTION AGREEMENT ("Agreement"), entered into and effective this 24th Day ofAugust, 2011, (the "Effective Date") is by and between SONY PICTURES STUDIOS INC. ("Company"), withoffices at 10202 W. Washington Blvd., Culver City, California 90232, , and IIOLWICK CONSTRUCTORS,INC. ("Contractor"), with offices at 1875 Century Park East, Motor Court Level, Los Angeles. California 90067.

WITNESSIETII

In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1DEFINITIONS: TILE CONTRACT DOCUMENTS

.1 The capitalized terms used herein shall have the meanings set forth herein or in the GeneralConditions of the Contract attached as Exhibit B hereto (herein referred to as the "General Conditions"). Unlessotherwise specified, references herein to numbered articles and paragraphs are to those in this Agreement.

1.2 The "Contract Documents" consist of this Agreement, the exhibits to this Agreement, the GeneralConditions, the Drawings (as identified in Exhibit 3 to Exhibit F), the Specifications (as identified in Exhibit 3 toExhibit F), all Addenda, all Modifications and all other documents enumerated on the attached "List of ContractDocuments" in Exhibit A. Such documents form the "Contract" and all are as fully a part thereof as if attached tothis Agreement or repeated herein.

1.3 The Contract Documents do not include bidding documents such as the Advertisement orInvitation to Bid, the Instructions to Bidders, sample forms, the Contractor's Bid or portions of Addenda as and tothe extent that they may relate to any of the bidding documents or bidding procedure.

1.4 An "Addendum" is a written or graphic instrument issued by the Company prior to the executionof the Agreement which sets forth additions, deletions or other revisions to the Contract Documents or clarificationsthereof.

1.5 A "Modification" may be accomplished by: (a) a Change Order, as hereinafter defined; (b) aDirective, as hereinafter defined; or (c) any other written amendment to the Contract signed by both parties. AModification may be made only after execution of the Agreement. No Directive shall be construed as a ChangeOrder or other Modification unless it expressly so states.

1.6 A "Change Order" is a written Modification executed by both parties and consisting of additions,deletions or other changes to the Contract. A "Directive" is a written Modification executed only by the Company,consisting of additions, deletions or other changes to the Contract. A Change Order may be accompanied by andlormay identify additional or revised Drawings, sketches or other written instructions which become and form part ofthe Contract Documents by virtue of the executed Change Order. A change in the Contract Time or the ContractSum shall only be implemented by a Change Order

nents shall apply: otherwise, the following order of precedence shall be used; the Agreement;the General Conditions; the Specifications; and the Drawings. If the Contractor is required to perform any extra orcorrective work to comply with the preceding sentence, it shall not be entitled to an increase in the Contract Sum orContract Time, and no claim shall result from such compliance. Subject to confirmation or approval by theCompany, large scale Drawings take precedence over smaller scaled Drawings. figured dimensions on the Drawingstake precedence over scaled dimensions, and noted items on the Drawings take precedence over graphicrenresentations

ARTICLE 2STATEMENT OF TIlE WORK

2.1 The Contractor agrees to perform the construction as described in this Agreement and subsequentWork Authorizations (collectively, the "Work") for one or more of the Company's facilities as the Company maydesignate (the "Project"), all in accordance with the terms and conditions of this Agreement and subsequent WorkAuthorizations, including without limitation the time limits set forth therein which the Contractor recognizes andacknowledges are of the essence. The terms and conditions of this Agreement shall apply to all Work and servicesperformed by Contractor pursuant to any "Work Authorization" (as defined herein) that may be entered intobetween Company and Contractor. Unless and until a Work Authorization is executed and delivered by the parties,Contractor is not authorized to provide any Work or services for any Project and Company has no obligation tomake any payments to Contractor for any Work performed. The form of Work Authorization is attached hereto asExhibit F, and such Work Authorization contains, among other things, the authorization to perform Work for aspecific Project, the time periods for performing such Work in accordance with the progress schedule, the applicableContract Documents and Plans and Specifications for such Project and the Contract Sum. The parties desire toestablish in advance the terms and conditions that will apply to any Work or services for a Project authorizedpursuant to any such work authorization agreement ("Work Authorization") entered into between the parties. Theterm of this Agreement shall be from the Effective Date through August 23, 2014.

2.1.1. A precise description of the nature, scope, and schedule of the Work to be performed bythe Contractor under this Agreement will be defined by subsequent individual Work Authorizations which will benumbered sequentially and will become addenda to this Agreement.

2.1.2. The Contractor shall submit written proposals for its various Work to be performed underthe individual Work Authorizations. Such proposals shall identify estimates of labor hours, expenses and other costsassociated with such performance by Contractor, Contractor shall provide and pay for all materials, tools,equipment, labor, professional and nonprofessional services, and shall perform all other acts and supply all otherthings necessary to fully and properly perform and complete the Work. The Company will issue appropriate writtenWork Authorizations for the performance of Work set forth therein and designating the "Company'sRepresentative," as defmed in Article 3, for purposes of that Work Authorization.

The Contractor shall further provide and pay for all related facilities described in any of the Work Authorizations,including all Work expressly specified therein and such additional work as may be reasonably inferred therefrom,saving and excepting only such items of work as are specifically stated in the Contract Documents not to be theobligation of the Contractor. The totality of the obligations imposed upon the Contractor by this Article and by allother provisions of the Contract Documents, as well as the structures to be built and the labor to be performed areincluded in the Work.

ARTICLE 3COMPANY'S REPRESENTATIVE

The Company's authorized representative ("Company's Representative") is identified in the Work Authorization,and whose mailing address is SONY PICTURES STUDIOS Inc., 10202 W. Washington Blvd., Culver City,California 90232: provided, however, that the Company may, witho

ARTICLE 4THE ARCHITECT/ENGINEER

The Architect/Engineer for the Project (herein the "ALE") will be assigned per Project in a Work Authorization,

MASTER CONSTRUCTION AGREEMENT(Boiler Plate Drafif Review)

CONTRACT NUMBER: R110824

THIS MASTER CONSTRUCTION AGREEMENT ("Agreement"), entered into and effective this 24th Day ofAugust, 2011, (the "Effective Date") is by and between SONY PICTURES STUDIOS INC. ("Company"), withoffices at 10202 W. Washington Blvd., Culver City, California 90232, , and HOLWICK CONSTRUCTORS,INC. ("Contractor"), with offices at 1875 Century Park East, Motor Court Level, Los Angeles, California 90067.

WITNESSETH

In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1DEFINITIONS: THE CONTRACT DOCUMENTS

.1 The capitalized terms used herein shall have the meanings set forth herein or in the GeneralConditions of the Contract attached as Exhibit B hereto (herein referred to as the "General Conditions"). Unlessotherwise specified, references herein to numbered articles and paragraphs are to those in this Agreement.

1 .2 The "Contract Documents" consist of this Agreement, the exhibits to this Agreement, the GeneralConditions, the Drawings (as identified in Exhibit 3 to Exhibit F), the Specifications (as identified in Exhibit 3 toExhibit F), all Addenda, all Modifications and all other documents enumerated on the attached "List of ContractDocuments" in Exhibit A. Such documents form the "Contract" and all are as fully a part thereof as if attached tothis Agreement or repeated herein.

1.3 The Contract Documents do not include bidding documents such as the Advertisement orInvitation to Bid, the Instructions to Bidders, sample forms, the Contractor's Bid or portions of Addenda as and tothe extent that they may relate to any of the bidding documents or bidding procedure.

1.4 An "Addendum" is a written or graphic instrument issued by the Company prior to the executionof the Agreement which sets forth additions, deletions or other revisions to the Contract Documents or clarificationsthereof.

1.5 A "Modification" may be accomplished by: (a) a Change Order, as hereinafter defined; (b) aDirective, as hereinafter defined; or (c) any other written amendment to the Contract signed by both parties. AModification may be made only after execution of the Agreement. No Directive shall be construed as a ChangeOrder or other Modification unless it expressly so states.

1.6 A "Change Order" is a written Modification executed by both parties and consisting of additions,deletions or other changes to the Contract. A "Directive" is a written Modification executed only by the Company,consisting of additions, deletions or other changes to the Contract. A Change Order may be accompanied by and/ormay identify addil

nflict exists within or between parts of the Contract Documents, or between the ContractDocuments and either applicable industry standards or applicable codes, ordinances or other legal requirements, themore stringent requirements shall apply; otherwise, the following order of precedence shall be used; the Agreement;the General Conditions; the Specifications; and the Drawings. If the Contractor is required to perform any extra orcorrective work to comply with the preceding sentence, it shall not be entitled to an increase in the Contract Sum orContract Time, and no claim shall result from such compliance. Subject to confirmation or approval by the

take precedence over scaled dimensions, and noted items on the Drawings take precedence over graphicrepresentations.

ARTICLE 2STATEMENT OF THE WORK

2.1 The Contractor agrees to perform the construction as described in this Agreement and subsequentWork Authorizations (collectively, the "Work") for one or more of the Company's facilities as the Company maydesignate (the "Project"), all in accordance with the terms and conditions of this Agreement and subsequent WorkAuthorizations, including without limitation the time limits set forth therein which the Contractor recognizes andacknowledges are of the essence. The terms and conditions of this Agreement shall apply to all Work and servicesperformed by Contractor pursuant to any "Work Authorization" (as defined herein) that may be entered intobetween Company and Contractor. Unless and until a Work Authorization is executed and delivered by the parties,Contractor is not authorized to provide any Work or services for any Project and Company has no obligation tomake any payments to Contractor for any Work performed. The form of Work Authorization is attached hereto asExhibit F, and such Work Authorization contains, among other things, the authorization to perform Work for aspecific Project, the time periods for performing such Work in accordance with the progress schedule, the applicableContract Documents and Plans and Specifications for such Project and the Contract Sum. The parties desire toestablish in advance the terms and conditions that will apply to any Work or services for a Project authorizedpursuant to any such work authorization agreement ("Work Authorization") entered into between the parties. Theterm of this Agreement shall be from the Effective Date through August 23, 2014.

2.1.1. A precise description of the nature, scope, and schedule of the Work to be performed bythe Contractor under this Agreement will be defined by subsequent individual Work Authorizations which will benumbered sequentially and will become addenda to this Agreement.

2.1.2. The Contractor shall submit written proposals for its various Work to be performed underthe individual Work Authorizations. Such proposals shall identify estimates of labor hours, expenses and other costsassociated with such performance by Contractor. Contractor shall provide and pay for all materials, tools,equipment, labor, professional and nonprofessional services, and shall perform all other acts and supply all otherthings necessary to fully and properly perform and complete the Work. The Company will issue appropriate writtenWork Authorizations for the performance of Work set forth therein and designating the "Company'sRepresentative," as defined in Article 3, for purposes of that Work Authorization.

The Contractor shall further provide and pay for all related facilities described in any of the Work Authorizations,including all Work expressly specified therein and such additional work as may be reasonably inferred therefrom,saving and excepting only such items of work as are specifically stated in the Contract Documents not to be theobligation of the Contractor. The totality of the obligations imposed upon the Contractor by this Article and by allother provisions of the Contract Documents, as well as the structures to be built and the labor to be performed areincluded in the Work.

ARTICLE 3COMPANY'S REPRESENTATIVE

designating a different person or organization to act as its representative and soadvising the Contractor in writing, at which time the person or organization so designated shall be the Company'sRepresentative for purposes of this Contract.

ARTICLE 4THE ARCHITECT/ENGINEER

The A

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ARTICLE 5TIME OF COMMENCEMENT AND COMPLETION

5.1 The Contractor shall commence the Work promptly upon receipt of written notice to proceed fromthe Company ("Date of Commencement"), shall substantially complete the Work on or before the substantialcompletion date established in each Work Authorization, and shall achieve final completion on or before the finalcompletion date established in each Work Authorization (such period of time is herein referred to as the "ContractTime"), in accordance with such interim milestone dates (herein the "Milestones") as may be specified in theContract Documents. The Contract Time and any such Milestones are of the essence of the Contract.

5.2 lf any Work is performed by the Contractor prior to the execution of this Agreement based onreceipt of written notice to proceed, all such Work performed shall be in accordance with and governed by theContract Documents.

5.3 The Contractor acknowledges that the Company has made no warranties to the Contractor, expressor implied, that the Contractor will be able to follow a normal, orderly sequence in the performance of the Work orthat there will be no delays in, or interference with, the Work except when delays are out of Contractor's control.

ARTICLE 6CONTRACT SUM

6.1 Provided that the Contractor shall completely perform all of its obligations under the ContractDocuments, and subject only to additions and deductions by Change Order or as otherwise provided in the WorkAuthorization, the Company shall pay to the Contractor, in current funds and at the times and in the installmentshereinafter specified, the "Contract Sum" consisting of the Reimbursable Cost of the Work as defined in Article 7and the Fixed Fee as more specifically defined in each Work Authorization (the "Fixed Fee") to cover theContractor's profit and all of the Contractor's general administrative costs, and overhead, whether foreseen orunforeseen, incurred by the Contractor in connection with the performance of the Work, other than those costs forwhich the Contractor is entitled to reimbursement pursuant to the provisions of Article 7 and the WorkAuthorization. If expressly provided in the Work Authorization, Contractor agrees that for the applicable Project, inno event shall the sum of the Reimbursable Cost of the Work plus the Fixed Fee exceed the amount designatedtherein as the "Guaranteed Maximum Price", as such may be adjusted pursuant to Change Orders.

6.2

Payment of the Contract Sum shall be subject to all the provisions of the Contract Documents.

ARTICLE 7COSTS TO BE REIMBURSED

7.1 In addition to the Fixed Fee payable under Article 6 the Company agrees, subject to the provisionsof Paragraphs 7,2, 7.3, and the Work Authorization, to reimburse the Contractor in current funds for the followingitems of cost necessarily incurred for the proper performance of the Work prior to final acceptance thereof byCompany, such costs to be at rates not higher than the standard rates paid in the locality of the Work except with theprior consent of the Company (such costs are herein referred to as the "Reimbursable Cost of the Work"):

project. The base labor rate shall include thecosts of all fringe benefits which shall include medical benefits, pension fund, profit sharing, social security, andunemployment insurance. Vacation and holiday pay shall be paid as a normal work day/week.

Payments made and obligations incurred for or in connection with: the transportation,tion of all materials and equipment, into the Work as required to be performed under the

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the Contract Documents; for providing storage facilities away from the Job Site, if specifically required under theContract Documents; and for or in connection with surety bonds (the cost thereof is to be reimbursed by Companypursuant to the General Conditions), fees, royalties (payable to entities other than Contractor or its affiliates) andpermits required by law.

(c) Cost of fuel, power, light, and water used during construction; cost of all telephone andtelegraph charges incurred by Contractor at the Job Site in connection with the Work (subject to the approval of theCompany as to the number of lines and telephone instruments placed on the Job Site); cost of progress photographsand negatives; cost of temporary fences, guard rails, scaffolds; cost of expressage, cost of Job Site office furnishings,typewriter, calculator, facsimile machine, calculator, supplies and other similar type items; and cost of removal of alldebris.

(d) Rental charges of necessary equipment and tools, exclusive of Small Tools, ConsumableMaterials and Supplies (as described in Attachment A), which are provided by the Contractor and Subcontractors atthe Job Site, whether the same are owned by the Contractor or shall be rented from others, for such time as they arein actual use on the Work. The guaranteed rate of equipment so rented and the rate of such rentals (including freightand delivery costs thereon and all operating expenses except labor), shall be approved by the Company before anycommitments are made and shall in no event be higher than the standards of rates paid in the locality for similarequipment. Rental rates for all equipment shall include general maintenance, lubrication, gas, oil and spare partsand insurance for loads being handled by such equipment. No rental is to be paid if equipment is not workingbecause it is under repair.

(e) Cost of data processing services and computerized scheduling programs and equipmentrequired in performance of this Agreement. A schedule of rates is attached hereto as Exhibit G.

(f) Such travel and subsistence expenses of the Contractor's employees as are reasonable,necessary and specifically approved by the Company in writing and in advance.

(g) Payments made and obligations incurred to Subcontractors in accordance with therequirements of the subcontracts, less all back charges collected or retained from Subcontractors.

(h) All other items the cost of which the Contract Documents specifically provide shall bereimbursed to the Contractor, and any additional items which the Company may from time to time approve inwriting for reimbursement.

7.2

The following items shall be credited against and deducted from the costs to be reimbursed to theContractor pursuant to Paragraph 7.1:

(a) Proceeds of sale of all tools (other than Small Tools), surplus materials, supplies,equipment, and temporary structures which have been included in the Reimbursable Cost of the Work remainingafter completion, whether such sale is made to the Company, the Contractor, or a third party. All such tools,materials, equipment, and temporary structures shall be sold by the Contractor, at prices approved by the Company.

(b) Discounts earned by the Contractor if advanced payments are provided to Contractor for

(c) Reasonable market value, as certifiedals, supplies, tools (other than Small Tools) and equipmen

Con completion of the Work retained by the Contractor.

the Contractor.(d)

The full amount of deposits made and charged against the Work, which are returned to

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together with all other refunds, returns, or credits received for return of the foregoing or on bond premiums (if suchpremiums are to be reimbursed to Contractor under Paragraph 7.1), insurance, State or Local taxes or otherwise.

(F)

Any loss or damage of item due to the fault of Contractor or its Subcontractors, which iseither reimbursable to the Contractor, or will be reimbursed by the Contractor's insurance.

7.3

All costs for or in connection with the following items are included in and covered by the FixedFee and shall not be reimbursed to the Contractor.

(a)

Except as otherwise specifically provided in this Article 7, services of any personsemployed during the execution of the Work not stationed at the Job Site.

(b) Cost of capital employed or money borrowed.

(c) Overhead or general expenses of any kind, except those for which reimbursement to theContractor is specifically provided for elsewhere in the Contract.

(d) Work and expenses of the Contractor's main office or any branch or field office (otherthan the Job Site offices) including estimating, and off-site accounting departments, except those for whichreimbursement is specifically provided for elsewhere in this contract.

(e) Any costs, expenses or damages resulting directly or indirectly from the breach of anyguarantee or warranty contained in the Contract Documents (including those contained in the attached GeneralConditions), the Contractor's or its Subcontractors' failure to properly and fully perform its obligations under theContract, or the act or omission of the Contractor, its officers, executives, principals, agents, employees,Subcontractors or Sub-subcontractors, whether incurred for making good defective work, disposal of materialwrongly supplied, making good damage to property, or otherwise.

(f) Any other costs which are not specifically and expressly described in Paragraph 7.1 andstated to be reimbursable to Contractor under this Contract or which are to be borne by Contractor under any otherprovision of the Contract Documents.

7.4

All approvals of the Company relating to costs shall be effective only if in writing.

ARTICLE 8RESERVED

ARTICLE 9CONTRACTOR'S REPRESENTATIONS,

WARRANTIES AND COVENANTS

9.1

The Contractor hereby represents and warrants to the Company that:

required by, the Contract Docume

the terms, covenants, conditio

'ork of the type described in, or

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(c) the Work shall be completed by qualified, trained, experienced and competent personnelin a professional and workmanlike manner using the best practices within the construction industry in accordancewith (i) generally prevailing and accepted industry standards; (ii) all requirements of any warranties applicable to theWork; and (iii) all laws, ordinances, regulations, rules and orders which bear upon the Contractor's performance ofthe Work;

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(d) all permanent equipment and materials used in connection with the Work shall be new(except if otherwise required by the Contract Documents) and the equipment, the materials, the labor and the Workshall be of the best quality, free from faults and defects and shall strictly conform to the Contract Documents;

(e) it has by careful examination satisfied itself as to: (i) the nature, location and character ofthe Job Site including, without limitation, the visible surface and conditions of the land and all structures andobstructions visible thereon, both natural and manmade, surface water conditions of the Job Site and the surroundingarea and, to the extent pertinent to the Work, all other conditions; (ii) the nature, location and character of thegeneral area in which the Job Site is located including, without limitation, its climatic conditions, the availability andcost of labor and the availability and cost of materials, tools and equipment; (iii) the quality and quantity of allmaterials, supplies, tools, equipment, labor and professional services necessary to complete the Work in the mannerrequired by the Contract Documents; and

(f) the Contract Documents covering the proposed Work to be done pursuant to thisAgreement are suitable and adapted for said Work, and the Guaranteed Maximum Price, if applicable, set forth isjust and reasonable for all the Work including all reasonably foreseeable risks, uncertainties, hazards and difficultiesfor said Work.

9.2 Contractor acknowledges that the Company is entering into this Agreement in reliance onContractor's special and unique abilities to with respect to the Work and services set forth in this Agreement, andthat the Contractor is experienced in the Work proposed and has bid the Work consistent with the Contractrequirements. Contractor accepts the relationship of trust and confidence established between it and Company bythis Agreement. It covenants with the Company that it shall: furnish its best skill and judgment and cooperate withthe Company in furthering the interests of the Company; furnish efficient business administration andsuperintendence and an adequate supply of workmen, equipment, tools and materials at all times; and perform theWork in the best and soundest way and in the most expeditious and economical manner consistent with the bestinterests of the Company.

ARTICLE 10APPLICATIONS FOR PAYMENT

10.1 The Contractor, on the first (1st) day of each calendar month (herein referred to as the "PaymentApplication Date"), shall deliver to the Company an "Application for Payment" showing in detail those items of cost(including, without limitation, those on account of labor, materials, tools and/or equipment) for which the Contractoris entitled to reimbursement under the provisions of Article 7, incurred by the Contractor and incorporated or used inthe Work or suitably stored at the Job Site during the period from and including the first (1st) day of the precedingcalendar month through and including the last day of the preceding calendar month, together with Contractororiginal payrolls for labor checked and approved by persons satisfactory to the Company, original daily time sheets,countersigned and dated by an authorized representative of the Company, showing the identity and trade of eachperson performing labor on the Work each day, a statement of all credits (under Paragraph 7.2) againstReimbursable Cost of the Work, and all receipted bills, invoices, waivers of mechanics and/or materialmen's liens ofthe Contractor, Subcontractors and suppliers and such other evidence of performance of the Work, the costs thereofand payment therefor satisfactory to the Company.

the Company a request for the payment of such noice together with an itemized statement of the discounts soughtand if. in its sole discretion, Company determines in writing that such request is appropriate for payment, it willapprove the request for payment.

ARTICLE 11PAYMENT OF COSTS TO BE REIMBURSED AND FIXED FEE

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progress payments to the Contractor on account of the costs for which the Contractor is entitled to reimbursementunder Article 7 of this Agreement. Each monthly payment shall be in an amount equal to ninety percent (90%) ofthe amount shown on the applicable Certificate for Payment and shall be paid on or before the twenty-fifth (25th)day of each calendar month or the twentieth (20th) day after receipt by the Company of the Contractor's Applicationfor Payment, whichever is later. The aggregate unpaid remainder of the amounts shown on all such Certificates forPayment shall be paid to the Contractor within sixty (60) days after issuance by the Company's Representative ofthe final Certificate for Payment, less such retainages as the Company's Representative shall determine arenecessary for all incomplete Work, unperformed Contract obligations and unsettled claims, provided, however, thatthe final payment shall in no event be due unless and until the Contractor shall have complied with all provisions ofthe Contract Documents including, without limitation, those contained in Paragraph 9.4 of the General Conditions.

11.2 At the time that each monthly reimbursement to the Contractor for certain costs is due pursuant toParagraph 11 .1, above, the Company shall in addition pay to the Contractor a pro rata share of the Fixed Fee basedon the percentage of completion of the Work, as determined by Company, until ninety percent (90%) of the FixedFee has been so paid. Thereafter no further payments on account of the Fixed Fee shall be due and payable until theremainder of the reimbursable costs are due and payable to the Contractor pursuant to the provisions of the lastsentence of Paragraph 11.1 of this Agreement, at which time the unpaid balance of the Fixed Fee shall also be paidto the Contractor subject, however, to the same retainages, limitations and conditions provided in said last sentenceof Paragraph 11.1.

11.3 Notwithstanding anything in this Article 11 to the contrary, within forty-five (45) days followingthe date of completion (as defined in California Civil Code Section 3260(c)), Company shall release to Contractorany retention withheld from Contractor, less one hundred fifty percent (150%) of the amount of any disputed items,including any unsettled claims and the cost of correcting incomplete or incorrect or defective Work.

ARTICLE 12CONTRACTOR'S RECORDS AND ACCOUNTING; AUDIT

12.1 The Contractor shall retain records of all bids received by it, shall keep same available to theCompany and shall deliver copies thereof, certified as accurate by the Contractor, upon reasonable notice toContractor

12.2 The Contractor shall submit, prior to starting the Work, a job organization chart and the salaryrates and bonus structure, if any, of supervisory personnel to be employed on the Work, which shall be subject to theCompany's approval. The Contractor shall carefully check all material, equipment, supplies and labor entering intothe Work and shall keep such full and detailed accounts as may be necessary to the best financial interests of theCompany. The Contractor's system of accounting shall be such as is satisfactory to the Company. Invoices shall besecured in duplicate by the Contractor, checked by the Contractor, and subject to the periodical approval of theCompany. The original invoice shall be retained by the Contractor and the duplicate copy shall be forwarded to theCompany as required by Article 10.

12.3 The Contractor shall afford, and shall cause its Subcontractors and Sub-subcontractors to afford,access to the Company at all reasonable times and upon reasonable notice to any accounting books and records,correspondence. instructions, invoices re

ARTICLE 13TERMINATION

exceeds the costs and expenses incurred by or on behalf of the Company in finishing the Work, includingcompensation for any additional engineering, management and administrative services, such excess shall, upon thecompletion of the Work, be paid to the Contractor. If such costs exceed such unpaid balance, the Contractor shallpay the difference to the Company upon demand.

ARTICLE 14LEGAL PROCEEDINGS

14.1 THE INTERNAL SUBSTANTIVE LAWS (AS D1STINGUISHED FROM THE CHOICE OFLAW RULES) OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA APPLICABLETO CONTRACTS MADE AND PERFORMED ENTIRELY IN CALIFORNIA SHALL GOVERN (i) THEVALIDITY AND INTERPRETATION OF THE CONTRACT, (ii) THE PERFORMANCE BY THE PART1ES OFTHEIR RESPECTIVE OBLIGATIONS UNDER THE CONTRACT, AND (iii) ALL OTHER CAUSES OFACTION (WHETHER SOUNDING IN CONTRACT OR IN TORT) AR1SING OUT OF OR RELATING TO THECONTRACT (OR CONTRACTOR'S ENGAGEMENT AND/OR WORK HEREUNDER) OR THETERMINATION OF THE CONTRACT (OR OF CONTRACTOR'S ENGAGEMENT AND/OR WORK).

14.2 All actions or proceedings arising in connection with, touching upon or relating to this Contract,the breach thereof and/or the scope of the provisions of this Article 14 (a "Proceeding") shall be submitted to JAMS("JAMS") for binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in disputeis over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 orless (as applicable, the "Rules") to be held solely in Los Angeles, California, U.S.A., in the English language inaccordance with the provisions below.

14.2.1. Each arbitration shall be conducted by an arbitral tribunal (the "Arbitral Board")consisting of a single arbitrator who shall be mutually agreed upon by the parties. If the parties are unable to agreeon an arbitrator, the arbitrator shall be appointed by JAMS. The arbitrator shall be a retired judge with at least ten(10) years experience in commercial matters. The Arbitral Board shall assess the cost, fees and expenses of thearbitration against the losing party, and the prevailing party in any arbitration or legal proceeding relating to thisContract shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney's fees).Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in such other manner as theArbitral Board determines is required in order for this arbitration clause to be enforceable under applicable law. Theparties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of CivilProcedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings thatthe material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonableunder the circumstances, and (b) discovery shall be limited to depositions and production of documents unless theArbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficientmethod of obtaining the information sought.

14.2.2. There shall be a record of the proceedings at the arbitration hearing and the ArbitralBoard shall issue a statement of decision ("Statement of Decision") setting forth the factual and legal basis for theArbitral Board's decision. If neither party gives written notice requesting an appeal within ten (10) business daysafter the issuance of the Statement of Decision, the Arbitral Board's decision shall be final and binding as to allmatters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court

bitrators (the "Appellate Arbitrators"), each of whom shall have the same qualifications and beselected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief withinthirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30)days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying thesame standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a California Courtof Appeal reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitratorsshall in all cases issue a final award and shall not remand the matter to the Arbitral Board. The decision of the

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jurisdiction over Contractor, which may be made ex parte, for confirmation and enforcement of the award. Theparty appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the feesof the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision ofthe Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determinedby the Appellate Arbitrators.

14.2.3. Subject to a party's right to appeal pursuant to the above, neither party shall challenge orresist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the AppellateArbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The ArbitralBoard shall have the power to enter temporary restraining orders and preliminary and permanent injunctions.Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to anymatter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for theenforcement of the Arbitral Board's award; pyjded, however, that prior to the appointment of the Arbitral Board orfor remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a courtof competent jurisdiction in Los Angeles County, California or, if sought by Company, such other court that mayhave jurisdiction over Contractor, without thereby waiving its right to arbitration of the dispute or controversy underthis section. Notwithstanding anything to the contrary herein, Contractor hereby irrevocably waives any right orremedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin orrestrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of anymotion picture, production or project related to Company, its parents, subsidiaries and affiliates, or the use,publication or dissemination of any advertising in connection with such motion picture, production or project. Allarbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public andconfidential and all records relating thereto shall be permanently sealed, except as necessary to obtain courtconfirmation of the arbitration award. The provisions of this Article 14 shall supersede any inconsistent provisionsof any prior agreement between the parties.

ARTICLE 15USE OF COMPANY'S NAME/CONFIDENTIALITY

15.1 All Specifications, Plans, Drawings, and other information submitted to Contractor by Companyor prepared for or in connection with the performance of the Work shall be held confidential by Contractor and shallnot, without the prior written consent of Company, be used for any purposes other than the performance of theWork. Company's name or insignia, photographs of the project, or any other publicity pertaining to the project shallnot be used in any magazine, trade-paper, newspaper, or other medium without the prior express written consent ofCompany. Each subcontract shall contain a similar clause which in substance will provide that each Subcontractorshall be held to the confidentiality terms described in this Clause.

15.2 Contractor acknowledges that all information disclosed to Contractor for the purpose ofperforming services, or which comes to the attention of Contractor during the course of performing such services,constitutes a valuable asset of and is proprietary to Company. Contractor also acknowledges the fiduciaryrelationship of Company and employees to their respective clientele and their obligation to keep records confidentialand proprietary. The foregoing shall not be construed to prevent the disclosure of such information in response toany legal process or to the officer or agent of any governmental authority in the exercise of its lawful duties andauthority.

nable steps necessary to insure fulfillment o

15.4 The Contractor shall not be allowed to undertake or allow any photography on or about the JobSite or the Project absent written permission of the Company, which permission the Company may withhold in itssole discretion.

I 55

9

ARTICLE 16INDEMNIFICATION

16.1 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold Company, andthe Company's Representative, the parent, subsidiary, related and affiliated companies of each and the officers,directors, agents, employees and assigns of each (the "Jndemnitees"), harmless from and against any and all claims,demands, liabilities, costs, damages, liens, suits, judgments, losses or expenses of any nature whatsoever (includingactual attorneys fees) (collectively, "Claim") arising directly or indirectly, in whole or in part, from or out of any:

(i) Act or omission of Contractor, its officers, directors, agents, employees, any contractor,Subcontractor or sub-consultant of any tier or anyone directly or indirectly employed by any of them or anyone forwhose acts any of them may be liable;

(ii) Any injury, including but not limited to, bodily injury, personal injury, emotional injury,sickness or disease, or death to persons, including but not limited to any employees or agents of Contractor,Company, or any independent contractor, Subcontractor or Sub-subcontractor andlor damage to property of anyone(including loss of use thereof), caused or alleged to be caused in whole or in part by any act or omission ofContractor, its Subcontractors, or anyone directly or indirectly employed or engaged by Contractor, contracting orsubcontracting by or under Contractor, or anyone for whose acts Contractor may be liable, regardless of whethersuch injury or damage is caused in part by a party indemnified hereunder, including the active or passive negligenceof an Indemnitee;

(iii) Penalties imposed on account of the violation of any law, order, citation, rule, regulation,standard, ordinance or statute, caused by the action or inaction of Contractor or its Subcontractors, or anyonedirectly or indirectly employed or engaged by Contractor or contracting or subcontracting by or under Contractor oranyone for whose acts Contractor may be liable;

(iv) Infringement of any patent, trademark, or copyright, or violation of trade secret or otherproprietary right by any structure or equipment, contracted, modified or incorporated by or on behalf of theCompany pursuant to this Contract arising out of the Work, except to the extent arising out of intellectual propertysupplied by Company to Contractor;

(v) Any failure of Contractor or any of its Subcontractors or subconsultants of any tier toperform and complete the Work in strict compliance with the Contract Documents (unless such failure has beenspecifically waived by the Company in writing);

11.7, below;(vi)

Failure of Contractor to comply with the insurance provisions contained in Paragraph

Any breach of Contractor's representations and warranties hereunder; or

(viii)

Any failure of Contractor to comply with the obligations required on its part to beperformed hereunder.

mpany informed of, and shall consult with Company in connection with, the progress of any investigation,defense or settlement, and (b) Contractor shall not have any right to, and shall not without Company's prior writtenconsent (which consent will be in Company's sole and absolute discretion), settle or compromise any claim if suchsettlement or compromise (i) would require any admission or acknowledgment of wrongdoing or culpability byCompany or any Indemnitee, (ii) would, in any manner, interfere with, enjoin, or otherwise restrict any projectand/or production of Company or any Indemnitee or the release or distribution of any motion picture, television

10

16.3 The indemnification provisions of this Article 16 shall extend to Claims occurring after thisContract is terminated as well as while it is in force. Such indemnity provisions apply regardless of any activeandlor passive negligent act or omission of any indemnitee, its agents, independent contractors or employees.Contractor, however, shall not be obligated under this Contract to indemnify Company to the extent that any Claimis caused by the sole negligence or willful misconduct of Company, or its agents, employees or independentcontractors who are directly responsible to Company, or for defects in design furnished by such persons. Theindemnities set forth in this Article 16 shall not be limited by the insurance requirements contained in the Contract.The provisions of this paragraph shall survive the expiration or sooner termination of the Contract.

ARTICLE 17GENERAL

17.1 This Contract may be assigned by Company at any time without Contractor's consent; withoutlimiting the generality of the foregoing, all warranties and guarantees in favor of Company under the ContractDocuments may be assigned without Contractor's consent by Company to any party designated by Company andsuch assignee may directly enforce any such warranty or guarantee. The Contractor shall not assign this Contract inwhole or in part without the prior written consent of the Company, which consent the Company may withhold in itssole discretion; nor shall this Contract be assignable by the Contractor by operation of law. The Contractor shall notassign any monies due or to become due to it hereunder without the prior written consent of the Company. TheCompany and the Contractor each binds itself and, to the extent permitted herein, its successors and assigns, to theother party and, to the extent permitted herein, the other party's successors and assigns, in respect to all covenants,agreement and obligations contained in the Contract Documents.

17.2 All notices (whether or not designated as such herein) which are required under this Contract to begiven between the parties pursuant to this paragraph shall be in writing and deemed given and, unless otherwiseprovided herein, effective (a) when delivered personally to an officer of the party to be served (including theContractor's Project Manager, in the case of the Contractor) or Company's Representative, (b) when deposited inthe United States Mail, or in a sealed envelope, with postage thereon prepaid, sent by registered or certified mail,return receipt requested, and addressed to the appropriate party at the address set forth in the Agreement or suchother address as may be designated by either party hereto by notice to the other, or (c) when transmitted by wire orfacsimile to the appropriate party at the aforesaid address (a complimentary confirming letter shall be mailed to theappropriate party on the same date).

17.3 The captions of divisions, sections, article, paragraphs, subparagraphs, clauses and the like in theContract Documents are for convenience only and shall in no way define the content or limit the meaning orconstruction of the wording of the divisions, sections, articles, paragraphs, subparagraphs, clauses and the like. Theparties agree that the Contract Documents shall not be construed more strictly against any party regardless of theidentity of their drafter.

17.4 Contractor, and all Subcontractors and Sub-subcontractors must adhere to the Immigration ReformControl Act of 1986 and shall maintain 1-9 forms regarding all employees. It is not the Company's obligation toinsure compliance with this law, however, the Company reserves the right to inspect and copy the Contractor's

I 75against any employee or applicant for employment on the basis of race, religion, color, sex or national origin. TheContractor shall take affirmative action to insure that qualified applicants are employed, and that employees aretreated during employment without regard to their race, religion, color, sex or national origin. The Contractor shallpost in conspicuous places, available to employees and applicants for employment, notices setting forth thesepolicies of non-discrimination.

shall promptly report to the Company the result of such "value engineering". If Company, in its sole and absolutediscretion, approves such value-engineering proposal, then Company may, in its sole discretion, implement suchproposal by issuing a Change Order in accordance with the terms of this Agreement.

17.7 Contractor agrees to make such revisions to this Agreement as may be reasonably required byCompany's lender for the Project ("Lender"), and Contractor agrees to comply with customary requirements ofconstruction and permanent lenders which may be imposed as a condition to payments due under this Contract.Contractor further agrees to execute a consent of the Company's assignment of this Agreement to Company'sLender within ten (10) days following a request therefor on such form as Lender may reasonably require.

17.8

In performing the Work, Contractor shall comply with the SPS Lot Rules contained in Exhibit Eattached hereto.

CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THECONTRACTORS STATE LICENSE BOARD, WHICH HAS JURISDICTION TO INVESTIGATECOMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OROMISSION IS FILED WITHIN FOUR (4) YEARS OF THE DATE OF THE ALLEGED VIOLATION. ACOMPLAINT REGARDING A LATENT ACT OR OMISSION PERTAINING TO STRUCTURAL DEFECTSMUST BE FILED WITHIN TEN (10) YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANYQUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR,CONTRACTORS STATE LICENSE BOARD, P.O. BOX 26000, SACRAMENTO, CALIFORNIA 95826.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed the day and year firstabove written.

CONTRACTOR

SONY PICTURES STUDIOS INC.

Authorized

Authorid

PrintName

Title

'S

California Contractor'sLicense No:

Simon R. BakerPrint Name Senior Vice President

Title

Corporate Treasurer

12

SCHEDULE A TO MASTER AGREEMENT

LIST OF ITEMS TO BE CLASSED AS SMALL TOOLS AND PROVIDEDBY CONTRACTOR OR SUBCONTRACTORS AS PART OF DIRECT COSTS

AdzeAgitatorAnvilsAugersAxesBars-Nail, Crow, PinchRailroad, Wrecking, Etc.Barricades-PersonnelBelts-SafetyBenders, Pipe, Tubing, Conduit, RailBlasting DetonatorsBlocks-Tackle, Snatch, ChainRope, CableBoring MachinesBolt Cutter with InitialSupply of JawsBracesBracketsBuggies-Concrete, Pipe, Etc.Bull Cutters and PointsCable GripsCalipers-MicrometersCar-MoverCarts-Concrete, Cylinder Pipe, Welding, Etc.Caulking GunChainChainfallsChiselsCircuit TesterChokersChutes-Concrete, MetalClamps-Welding "C," Form,Cable, Etc. except where rented from othersConcrete finishing toolsGuns-Paint, Grease, Graphite, CaulkingGuns-Power or Powder ActuatedHacksaw Frames with InitialSupply of BladesHammers-Hand, Air, ElectricHard-hats

Come-AlongsConveyor-Brick, Lumber, Etc.Conduit HickeysCutters-Gasket, Pipe, Bolt,Metal, RailCutting Tools-Pipe Mach.Dies, Die Heads, StocksDollies-Pipe Roller, Timber, Etc.Drills-Electric, Hand, AirDrafling Tools and EquipmentEdgersElectrode HolderEmery Wheel Stands and MotorsExtension CordsExtractors-PipeFansFire Extinguisher-IncludingInitial ChargeFire PotsFire Resistant CurtainsFirst Aid Kit with InitialSuppliesFlaring ToolsFlaresFlashlightsFloatsForgeForks-Hay, CokeFurnaceGaugesGas Masks with InitialCartridgeGrinders with Initial Supply of WheelsMarking Tape MachineMattocksMauls-Track or SpikeMeters-Electrical, Flow, Temperature, Etc.Mixer-Mortar, Concrete, Etc.Mortar BoxNo

Desks, Chairs, Cabinets, CalculatoiAdding Machines, Check Writers,Typewriters, Copy Machines,Air Conditioners, Hooks-Cant,Timber, Etc.Paving Breakers, Hammers

HoesHoists-Cable, ChainHoppersHorns-SignalHose-Air, Water up to I in.

Horses-Saw, Barricades, Etc.Iron-Soldering, Yarning, CaulkingJack Hammer with Initial Supply of BitsJack RodsJacks-Hand, Ratchet, Hydraulic, Screw, ReelKettle-Tar, AsphaltKnivesKnock-Out ToolsLadders-Step and ExtensionLanterns, Portable FloorLightsLead Pots and LadlesLevels-Hand, Carpenters,MasonsMalletsMandrel-Hole SawRegulators-all cases-with Test Equipmentincluding Gauges and Fittings unlesspart of Rental EquipmentRivet SetsRods-Line, LevelSafety Equipment-Stretchers,Brazing, Oxygen, Acetylene,Hard Hats, Goggles, HelmetsSalamandersSandersSaws-Hand and Power-with InitialSupply of BladesScalesScoopsScreens-Sand, Etc.ScrewdriversShacklesSheavesShovels and SpadesSleeves-DrillSlingsSnipsSpray Unit-Form Oil, Concrete Curing, Etc.SpadesSpreaders, ChainSprings-Bending

PicksPins-Drift, TaperPipe Threading, Bending and Cutting MachinePipe RollersPlanersPliers-all kindsPlowsPlugsPlumb BobsPortable GeneratorPost-Hole DiggerPotsPullers-Gear or WheelPumpsPunches, Punch SetsRakesRaingear-Jncluding Boots, Hats, CoatsRams-HydraulicRatchetsReamersPlugs, Valves, Meters, Etc.Threaders-Pipe and BoltTongsTool BoxesTorches-Gas and BlowTorch-Welding, Cutting, Etc.TrolleysTrowelsTrucks, HandTubsTurnbucklesVacuum CleanerVises and StandsWagons-Form, Farm, Pipe, Etc.Water CoolersWheelbarrowsWelding Devices for Cadweldingand Spot WeldingWinch-with CablesWire Cutters, StrippersWedgesWrenches

StovesStencilsTampersTanks-Fuel, Oil, PaintTapes, MeasuringTelephone SetsPortable

Steel WoolStrawSweeping CompoundsTape-Friction, Rubber, Masking(note salvage value)Tarpaulins

Respirator-Pads and FiltersRock Salt and De-Icing CompoundsRope-All KindsRust PreventativesSalt TabletsSand Paper and Discs

ScrewsSharpening StonesSignsSoapSoapstoneSplice Kits

LIST OF ITEMS TO BE CLASSED AS CONSUMABLE MATERIALS AND SUPPLIES PROVIDED BYCONTRACTOR OR SUBCONTRACTORS AS PART OF DIRECT COSTS

AbrasivesAdhesives, Glue, Tape, Etc.BadgesBarrelsBatteries-DryGrinding WheelsHand LinesBlades-Hacksaw, SawBlasting CapsBolts, Nuts and WashersBroomsBrushes, Scrub, Paint, WireBucketsCarbideCarborundum-Stone and BladesCartridges-Stud GunChalk and Chalk LinesChamoisCharcoalCleaning Compounds and FluidsCoal and Coke CrayonsCups-DrinkingDisinfectantsDispensers-Salt, Towel, Cup, Tissue, Etc.Drop Cloths (note salvage value)Drums (note salvage value)Electric Light BulbsEmery PaperFire Extinguisher RechargeFirst Aid Supplies- ReplacementsFuses

Gases-Welding, Testing, PurgingGlovesGraphiteGrinding CompoundBits-Drill, Reamer, Jackhammer Handles-ReplacementsHard Hat LinersHardware ClothHaspsHingesIceInsecticidesKeelKeysNails, Brads, TacksLocksLumber-All Kinds, Dunnage, Cribbing, Etc.(note salvage value)MopsOffice Supplies-Paper, Etc.Oil CansPaint-Brushes, PotsPadlocksPailsPaper-Towel, Toilet, Wrapping, Etc.Files-All SizesPinsPreservatives

EXHIBIT AR110824

LIST OF CONTRACT DOCUMENTS

This Exhibit A is attached to and made a part of the Master Construction Agreement dated as of August 24, 2011,between SONY PICTURES STUDIOS Inc. ("Company") and Holwick Constructors, Inc. ("Contractor"),

The Contract Documents consist of the following:

1.

The Agreement

2.

EXHIBIT A -

List of Contract Documents

3.

EXHIBIT B -

General Conditions of the Contract

4.

EXHIBIT C -

Change Order Form

5.

EXHIBIT D -

Close-Out Change Order Form and attachments thereto

6.

EXHIBIT E -

Fees, Compensation and Lot Rules

7.

EXHIBIT F -

Work Authorization and attachments thereto, including Drawings andSpecifications

8.

EXHIBIT G -

Schedule of Rates for Data Processing Services and Computerized SchedulingPrograms

EXHIBIT BR110725

GENERAL CONDITIONS OF THE CONTRACT

This Exhibit B is attached to and made a part of the Master Construction Agreement dated as of August 24, 2011.between SONY PICTURES STUDIOS Inc. ("Company") and Holwick Constructors, Inc. ("Contractor").

ARTICLE 1DEFINITIONS

ii

The capitalized terms used herein shall have the meanings set forth herein or in the Agreement, asapplicable.

{SPS Note: Contract is already defined on the first page of this document.]1.3 THE COMPANY. The term"Company," whenever it appears in the Contract Documents, means the Company and/or the Company'sRepresentative acting on behalf or for the benefit of the Company (except as otherwise specified in the ContractDocuments or as the context otherwise requires); provided, however, that with respect to any provisions of theContract which require the Contract to provide insurance for the protection of the Company or to release theCompany from, or waive, any claims the Contractor may have against it, the term "Company" shall mean theCompany and the Company's Representative, and the parent, related, affiliated and subsidiary companies of theCompany (if any) and the officers, directors, shareholders, agents, employees and assigns of each and shall, to theextent applicable, include the parent, related, affiliated and subsidiary companies of the Company's Representativeand the officers, directors, shareholders, agents, employees and assigns of each.

1.4

Reserved.

1.5

SUBCONTRACTOR; SUB-SUBCONTRACTOR.

1.5.1 A Subcontractor is a person or organization having a direct contract with the Contractor toperform any of the Work at the Job Site or to supply any materials or equipment to be incorporated in, or utilized inconnection with, the Work.

1.5.2 A Sub-subcontractor is a person or organization having a direct or indirect contract (on any tier)with a Subcontractor to perform any of the Work at the Job Site or to supply any materials or equipment to beincorporated in, or utilized in connection with, the Work.

1.6

THE JOB SITE. The Job Site shall mean the area in which the Work is to be performed and such otherareas as may be designated by the Company for the storage of the Contractor's materials and equipment.

1.7

THE PROJECT. The Project is the total construction of which the Work may be the whole or a part.

1.8

Reserved.

I 9

PROVIDE. Excent as the context otherwise reonre.. the term "nrnvide" memic t fI,rnich fbrt

1.10

PLANS. Wherever the words "Plan" or "Plans" are used in the Contract Documents, they shall beconstrued as having the same meaning as Drawing or Drawings (as referred to in the Agreement).

1 11

SPECIFICATIONS. The Specifications shall include those referred to in the Agreement and the WorkAuthorization.

2.1

EXECUTION, INTENT AND INTERPRETATIONS.

2.1.1 The Contractor warrants and represents that, in executing the Agreement and undertaking theWork, it has not relied upon any oral inducement or representation by the Company, the Company's Representativeor any of their officers or agents as to the nature of the Work, the Job Site, the Project conditions or otherwise.

2.1.2 The Contract Documents are complementary, and what is required by any one shall be as bindingas if required by all. If the Contract Documents do not specifically allow the Contractor a choice as to quality orcost of items to be furnished, but could be interpreted to permit such choice, subject to confirmation or approval bythe Company, they shall be construed to require the Contractor to furnish the best quality. Words and abbreviationswhich have well-known technical or trade meanings are used in the Contract Documents in accordance with suchrecognized meanings.

2.1.3

Reserved.

2.1.4 The organization of the Specifications into divisions, sections and articles, and the arrangement ofDrawings, are not intended to influence the Contractor in its division of the Work among Subcontractors or itsestablishment of the extent of the Work to be performed by any trade.

2.1.5 Drawings shall show dimensions, positions, materials and kinds of construction. Specificationsshall describe quality of materials, workmanship and methods. Work indicated in the Drawings and not mentionedin the Specifications, or vice versa, shall be performed as though fully set forth in both. Work lacking in detail orspecificity shall be the same as similar parts that are detailed, are specific, or are marked. The Contractor shallsubmit a written request to the Company for any interpretations necessary for the proper execution or progress of theWork. Such interpretations shall be issued in writing.

2.1.6 If conditions are encountered at the site which are (1) subsurface or otherwise concealed physicalconditions which differ materially from those indicated in the Contract Documents or (2) unknown physicalconditions of an unusual nature, which differ materially from those ordinarily found to exist and generallyrecognized as inherent in construction activities of the character provided for in the Contract Documents, then noticeby the observing party shall be given to the other party promptly before conditions are disturbed and in no eventlater than 21 days afler first observance of the conditions. The Company will promptly investigate such conditionsand, if they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for,performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or ContractTime, or both. If the Company determines that the conditions at the site are not materially different from thoseindicated in the Contract Documents or those ordinarily found to exist, and that no change in the terms of theContract is justified, the Company shall so notify Contractor in writing, stating the reasons. Claims by Contractor inopposition to such determination must be made within 21 days afler the notice of the decision. If the conditionsencountered are materially different, the Contract Sum and Contract Time shall be equitably adjusted, but if theCompany and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shallbe subject to further proceedings pursuant to Paragraph 12.4.

nd maintain current "as-built" Plans to be provided to the Companythis Agreement. The Company may inspect and copy such Plans at

2.1,7

,The Contractor shall develop

eCompany or the Company's Representative are and shall remain the Company's property. They are not to bepublished or used by the Contractor on any other project and, with the exception of one complete set for theContractor, are to be returned to the Company upon completion of the Work.

NO ORAL WAIVER. The provisions of this Contract cannot be amended, modified, varied or waived in;pect except by a Modification signed by the Company. The Contractor is hereby given notice that no person

matters specifically and expressly stated thereby to be waived, approved or consented to and shall not relieve theContractor of the obligation to obtain any future waiver, approval or consent. Despite any prior waiver, approval orconsent as to any particular matter the Company may at any tim require strict compliance with the ContractDocuments as to any succeeding obligation respecting the same matter or as to any other matter.

ARTICLE 3COMPANY

3.1

EASEMENTS. The Company shall obtain and pay for any easements required for permanent structures.

3.2

ACCESS. The Company shall at all times have access to the Work at each and every stage of preparationand progress. The Contractor shall provide facilities (including, without limitation, roadways) for such access.

3.3

GENERAL.

3.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of theContract Documents or fails to carry out Work in accordance with the Contract Documents and if Contractor failswithin a seven (7) day period after receipt of written notice from the Company to commence and continue correctionor such failure with diligence and promptness, the Company may issue a written order to the Contractor to stop theWork, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Companyto stop the Work shall not give rise to a duty on the part of the Company to exercise this right for the benefit of theContractor or any other person or entity. Company's exercise of the right described in this Subparagraph 3.3.1 shallnot give rise to any extension of the Contract Time nor shall the Contract Sum include any sums, costs, or chargesdirectly attributable to Company's exercise of this right.

3.3.2 If the Contractor fails to carry out the Work in accordance with the Contract Documents and failswithin a seven (7) day period after receipt of written notice from the Company to commence and continue correctionof such failure with diligence and promptness, the Company, without prejudice to other remedies the Company mayhave, may correct such deficiencies. In such case an appropriate Change Order shall be issued deducting frompayments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, includingCompany's expenses and compensation for the AlE's additional services made necessary by such failure. Ifpayments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay thedifference to the Company.

3.3.3

The rights stated in this Article 3 and elsewhere in the Contract Documents are cumulative and notin limitation of any rights of the Company (I) granted in the Contract Documents, (2) at law, or (3) in equity.

3.3.4 In no event shall the Company have control over, charge of, or any responsibility for constructionmeans, methods, techniques, sequences or procedures or for safety precautions and programs in connection with theWork, notwithstanding any of the rights and authority granted the Company in the Contract Documents.

3.3.5 Company has the authority to reject the Work which does not conform to the Contract Documents.Whenever, in its opinion, Company considers it necessary or advisable for implementation of the intent of theContract Documents, Company will have the authority to require special inspection or testing of the Work in

Company to Contractor, any Subcontractor, any of their agents or employees, or any other person performing any othe Work.

ARTICLE 4THE COMPANY'S REPRESENTATIVE

ONTRACTURAL RELATIONSHIPS.

Company's Representative shall be deemed to be a third party beneficiary of those obligations of the Contractor tothe Company's Representative as imposed by the Contract Documents (including, but not limited to, the Company'sRepresentative's rights pursuant to Paragraphs 7.2 and Articles 10 and 11 of these General Conditions).

4,2 ROLE. Except as otherwise provided in the Contract Documents, and until the Contractor is notified inwriting to the contrary, all actions to be taken by, all approvals, notices, consent, directions and instructions to begiven by, all notices and other matters to be delivered to, all determinations and decisions to be made by and, ingeneral, all other action to be taken by, or given to, the Company shall be taken, given and made by, or delivered orgiven to, the Company's Representative in the name of and on behalf of the Company, provided, however, that theCompany (and not the Company's Representative) shall be solely obligated to the Contractor for all sums requiredto be paid by the Company to the Contractor hereunder. If the Company's Representative is an organization, then itshall, in turn, act though such person or persons as it may designate in writing from time to time. Only those sodesignated are authorized to grant on behalf of the Company any approval, consent or waiver with respect to theContract Documents or the Work, or to otherwise act for the Company in any capacity whatsoever.

ARTICLE 5CONTRACTOR

5.1 REVIEW OF CONTRACT DOCUMENTS. In addition to the representations and warranties containedin Article 9 of the Agreement, the Contractor acknowledges that prior to execution of the Work Authorization it hasthoroughly reviewed and inspected the Contract Documents, and satisfied itself regarding any error, inconsistency,discrepancy, ambiguity, omission, insufficiency of detail or explanation. The Company shall not be responsible forany costs, nor liable to the Contractor for any damage, resulting from any such matter that the Contractor reasonablyshould have discovered. The Contractor shall perform no portion of the Work at any time without approvedContract Documents or, where required, shop drawings, product data, or samples, for such portions bearing theA/E's appropriate action stamp. Work performed in violation of this provision shall be at the Contractor's risk.Nothing in this Paragraph 5.1 shall in any way limit the effects of Article 9 of the Agreement.

5.2

SUPERVISION AND CONSTRUCTION PROCEDURES.

5.2.1 The Contractor shall supervise and direct the Work, using its best skill and attention. TheContractor shall be solely responsible for all construction means, methods, techniques, sequences, coordination,scheduling (subject to Article 8, below) and procedures, for all cleamup and for all safety and weather precautionsand programs, in connection with the Work.

5.2.2 The Contractor shall employ a competent representative and necessary assistants who shall be inattendance at the Job Site during the progress of the Work and who shall be satisfactory to the Company. TheContractor shall so designate a sufficient number of Project representatives that there shall be at least one authorizedrepresentative on the Project Site at all times during which the Work is being performed, including, withoutlimitation, a project manager (hereinafter referred to as the "Project Manager") who shall at all times have authorityto act (in all capacities necessary for the Work) for and bind the Contractor. The Contractor shall remove any of itsemployees or agents (including, without limitation, the Project Manager) from the Project upon instruction from theCompany. The Project Manager shall not be changed except with the consent of the Company unless the Project

ceases to be in the Contractor's employ.

ie manner as if they were the acts and omissions of persons directly employed by the

5.2.4 The Contractor shall not be relieved of its obligations to perform the Work in accordance with theContract Documents either by the activities or duties of the Company in its administration of the Contract, including,without limitation, by any inspections or tests required or performed under Paragraph 5.7, or by approva

the Contract Documents, the payment of any monies, the delivery of any materials or any other matter whatsoever,the Contractor shall not be relieved of its obligations to pursue the Work diligently under the Contract Documentspending the determination of such dispute, controversy or other question.

5.2.5 The Contractor shall establish, implement and supervise the submission of shop drawings andother submittals (of any type) in accordance with the Schedule and any Milestones. The Contractor shall note anyvariances between any such shop drawings or other submittals and the Contract Documents for the benefit of theCompany at the time of submission. No approval or other similar action regarding any such submission shall bebinding in any way upon the Company.

5.3

MATERIALS AND EQUIPMENT.

5.3.1 The Contractor, if so directed by the Company, shall cause any or all materials and equipment tobe manufactured in advance, and be suitably warehoused and protected by Contractor either at the factory or at someother location approved in advance by Company (in a bonded facility if so requested by Company) at theContractor's cost and risk. Such material and equipment stored off-site shall be insured in accordance with theprovisions of Article 11 hereof, at Contractor's cost. The Contractor shall cause all materials and equipment to bedelivered to the Job Site in accordance with any schedule or schedules therefore established from time to time andapproved by the Company and, in any event, in a manner which will assure the timely progress and completion ofthe Work but will not encumber the Job Site unreasonably. Materials delivered to the Job Site for incorporation inthe Work shall not be removed from the Job Site without the written consent of the Company.

5.3.2 The Company, from time to time during the performance of the Work and without any liability orobligation whatsoever to the Contractor or any of its Subcontractors or Sub-subcontractors, may direct theContractor to relocate, or cause to be relocated, to any other location on or off the Job Site, as designated by theCompany, any materials, equipment, office or storage trailers, storage sheds or the like brought onto the Company'sproperty by the Contractor, or any of its Subcontractors or Sub-subcontractors, with which directions the Contractorshall promptly comply. Should such relocation not be completed within the time therefore established by theCompany, the Company may accomplish such relocation and deduct or offset the costs incurred by it inaccomplishing the same against any amounts then or thereafter due to the Contractor.

5.3.3 The Contractor shall give, or shall require its Subcontractors and their Sub-subcontractors to give,full and accurate quality, performance and delivery status reports, in a form satisfactory to the Company, regardingany materials and equipment, or such other data with respect thereto as may be requested by the Company, and shallobtain for the Company the written assurances of any manufacturer that its material or equipment is designed, andappropriate, for the use intended.

5.4 WARRANTY. The Contractor warrants to the Company that all materials and equipment furnished underthis Contract shall be new unless otherwise specified, and that all Work shall be of good quality, free from faults anddefects and in conformance with the Contract Documents. All Work not so conforming to these standards may beconsidered defective. This warranty is not limited by the provisions of Paragraph 14.2 of these General Conditionsor Article 9 of the Agreement. All warranties and guarantees from Subcontractors or Sub-subcontractors (including,without limitation, manufacturers) shall be assignable to the Company regardless of whether it is so stated therein,and the Contractor agrees to assign all such warranties and guarantees to the Company and deliver them pursuant to

5,5

TAXES; FEES AND LICENSES; ROYALTIES AND PATENTS.

5.5.1 The Contractor shall pay, or cause to be paid, all import duties and sales, consumer, use, excise,value added and ad valorem taxes required to be paid in connection with the Work or upon materials, tools orequipment brought to the Job Site or used in the Work. If any of the foregoing taxes are not paid in a timelymanner, the Company may withhold the amount of any such taxes from any amounts owing to the Contractor under

Documents, submit the amount so withheld to be appropriate taxing authority on behalf of the

5.5.2 The Contractor shall pay all royalties and license fees incident to the use of any invention, design,process or device which is the subject of patent rights or copyrights held by others, all of which shall be deemedincluded in the Contract Sum. The Contractor shall not unlawfully use or install any patented or copyrighted articleand shall indemnify the Company from any breach of this Section 5.5.2 in accordance with Article 16 of theAgreement. In the event of any injunction or legal action arising out of any such infringement which has the effectof delaying the Work, the Company may require the Contractor to substitute such other articles of like kind as willmake it possible to proceed with an complete the Work, and all costs and expenses occasioned thereby shall beborne by the Contractor.

5.6 COMPLIANCE WITH LAWS. The Contractor, at its cost and expense, shall comply with each andevery Federal, state and local law, ordinance, code, rule and regulation, as well as the lawful order or decree of anypublic or quasi-public authority, bearing on the performance of the Work specifically including, but not limited to,those specified in Subparagraph 10.1 .2, and all applicable building codes. It shall be the responsibility of theContractor to familiarize itself with all of the same. The Contractor shall notify the Company, immediately uponlearning (and, without limiting the duty of such prior notice, continuously thereafter) of any instances where theContract Documents are, or where the Contractor believes the Contract Documents are, not in compliance with thesame.

5.7

TESTS.

5.7,1 If the Contract Document, or any laws, ordinances, rules, regulations or any orders or decrees ofany public or quasi-public authority having jurisdiction, or common practice in the industry, require or dictate thatthe Contractor have any portion of the Work inspected, tested or approved, the Contractor shall advise the Companyin a timely manner (in writing, if practicable) of its readiness and of the date arranged so that the Company mayobserve such inspection, testing or approval. The Contractor shall bear all costs of such inspections, tests andapprovals except as otherwise specified.

5.7.2 The Company may require any special inspection, testing or approval of the Work not includedunder Subparagraph 5.7.1, or any more stringent inspection, testing or approval thereof, in which event it shallinstruct the Contractor to order such inspection, testing or approval, and the Contractor shall advise the Company ina timely manner (in writing, if practicable) as in Subparagraph 5.7.1. If such inspection or testing reveals a failureof the Work or the performance thereof to comply with the more stringent of: (a) the requirements of the ContractDocuments; (b) applicable industry standards; or (c) applicable laws, ordinances, codes, rules, regulations or ordersor decrees of any public or quasi-public authority having jurisdiction, or reveals any defect in the Work, theContractor shall bear the costs of such inspection or testing and all costs to correct the Work to the satisfaction of theCompany, which, if incurred by the Company, may be deducted or offset by the Company against any amounts thenor thereafter due to the Contractor. If such inspection or testing proves that the Work was performed properly, theCompany shall bear the costs of such inspection or testing.

5.7.3

Required certificates of inspection, testing or approval shall be secured by the Contractor andpromptly delivered by it to the Company.

GENERAL. The duties and responsibilities of the Contractor as set forth in this Article 5 are in additionin lieu of, other duties and responsibilities of the Contractor enumerated elsewhere in these Contract

5.9.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Workby the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate someportion of the Work.

59.2

Product Data are illustrations, standard schedules, nerformance

5.8

5.9.3

Samples are physical examples which illustrate materials, equipment or workmanship andestablish standards by which the Work will be judged.

5.9.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Thepurpose of their submittal is to demonstrate for those portions of the Work for which submittals are required by theContract Documents the way by which the Contractor proposes to conform to the information given and the designconcept expressed in the Contract Documents.

5.9.5 The Contractor shall review for compliance with the Contract Documents, approve and submit tothe Company and A/E, Shop Drawings, Product Data, Samples and similar submittals required by the ContractDocuments with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities ofthe Company or of Separate Contractors, as defined in Article 7. Submittals which are not marked as reviewed forcompliance with the Contract Documents and approved by the Contractor may be returned by the A/E withoutaction.

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

5.9.7 The Contractor shall perform no portion of the Work for which the Contract Documents requiresubmittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittalhas been approved by the A/E.

5.9.8 The Work shall be in accordance with approved submittals except that the Contractor shall not berelieved of responsibility for deviations from requirements of the Contract Documents by the Company's or A/E'sapproval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specificallyinformed them, in writing, of such deviation at the time of submittal and (I) the A/E has given written approval tothe specific deviation as a minor change in the Work, or (2) a Change Order or Directive has been issued authorizingthe deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings,Product Data, Samples or similar submittals by the AlE's approval thereof.

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

5.9.10 The Contractor shall not be required to provide professional services which constitute the practiceof architecture or engineering unless such services are specifically required by the Contract Documents for a portionof the Work or unless the Contractor needs to provide such services in order to carry out the Contractor'sresponsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not berequired to provide professional services in violation of applicable law. If professional design services orcertifications by a design professional related to systems, materials or equipment are specifically required of theContractor by the Contract Documents, the Company and the AlE will specify all performance and design criteria

and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bearsuch professional's written approval when submitted to the AlE. The Company and the A/E shall be entitled to relyupon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such designprofessionals, provided the Company and AlE have specified to the Contractor all performance and design criteriathat such services must satisfy. The A/E will review, approve or take other appropriate action on submittals only forthe limited purpose of checking for conformance with information given and the design concept expressed in the

uocumens. inc uontractor snait not be resnonsthle tar the adeauacv at the nerfnrmnre nr d

ARTICLE 6SUBCONTRACTORS

6.1 GENERAL. Nothing contained in the Contract Documents shall create any contractual relationshipbetween the Company or the Company's Representative and any Subcontractor or Sub-subcontractor. However, itis acknowledged that the Company and Company's Representative are intended third party beneficiaries of theobligations of the Subcontractors and Sub-subcontractors related to the Work and the Project.

6.2

AWARD OF SUBCONTRACTS.

6.2.1 The Contractor, prior to awarding any subcontract, shall notify the Company in writing of thenames of all Subcontractors proposed for the several parts of the Work and shall include with any such notice thecompleted insurance information form and any insurance certificates required by this Contract for any proposedSubcontractor. The Company may also require such lists and information regarding any proposed Sub-subcontractors. The Contractor shall also advise the Company in writing of any Subcontractor or Sub-subcontractorwith which it shares any business relationship or financial interest, and of the nature and extent of any suchrelationship or interest. No Subcontractor or Sub-subcontractor shall be engaged if objected to by the Company inits sole and absolute discretion. The Company shall not be liable to the Contractor in any manner arising out of theCompany's objection to a proposed Subcontractor or Sub-subcontractor. The Contractor shall not terminate theemployment of a Subcontractor or Sub-subcontractor engaged in the Work prior to the expiration of that subcontractwithout good cause shown and the Company's prior approval after reasonable notice of the Contractor's intent to soterminate.

6.2.2 The Company, without any responsibility or liability whatsoever, may require the Contractor toutilize any person or organization for any portion of the Work as a Subcontractor or a Sub-subcontractor (hereinreferred to as a "Nominated Subcontractor" or "Nominated Sub-subcontractor") provided the Company gave noticeof its intention to so nominate any such Subcontractor or Sub-subcontractor prior to execution of the Agreement.The Contractor shall assume full responsibility for any such Nominated Subcontractor or Nominated Sub-subcontractor.

6.2.3 The Company may participate in any Subcontractor or Sub-subcontractor procurement activities,provided the Company has informed the Contractor and allowed the Contractor the opportunity to participate andconcur with such activities, the Contractor shall assume full responsibility for the results of any such activitiesincluding, without limitation, full responsibility for the Subcontractors' or Sub-subcontractors' awarded portions ofthe Work as a result thereof.

6.2.4 The Company may assign to the Contractor after Contractor acceptance any contracts or purchaseorders entered into between the Company and any other person or organization in any way related to the Project orthe Work, at any time, in which event the Contractor shall assume full responsibility for such person or organizationand its portion of the Work as if such person or organization was originally a Subcontractor. Such assignment mayoccur by Change Order or other Modification to the Contract, and any increase in the Contract Sum shall begoverned by Article 12.

6.3

SUBCONTRACTUAL RELATIONS.

a reference to this Contract and shall incorporate the terms and conditions hereof to the full extent applicable to theportion of the Work covered thereby. Each Subcontractor must agree, for the benefit of the Company, to be boundby, and to require each of its Sub-subcontractors to be bound by, such terms and conditions to the full extentapplicable to its portion of the Work. Each subcontract awarded hereunder by Contractor is hereby assigned byContractor to Company, provided however that such assignment is effective only after termination of the Contractby Company (in whole or in part) and only as to those Subcontractors which the Company affirmatively accepts by

63.2 Each subcontract shall provide for its termination by the Contractor if in the Company's opinion,the Subcontractor fails to materially comply with the requirements of the Contract Documents insofar as the samemay be applicable to its portion of the Work; and each Subcontractor shall be required to insert a similar provisionin each of its sub-subcontracts. In the event of any such failure by a Subcontractor or Sub-subcontractor to complywith the requirements of the Contract Documents, such Subcontractor or Sub-subcontractor, as the case may be,shall be removed immediately from the Work and shall not again be employed on the Work, The Contractor shallbe responsible for all costs and expenses arising out of, and shall indemnify the Company on account of, any suchfailure by a Subcontractor or Sub-subcontractor specifically including, without limitation, a failure to pay for labor,(including applicable fringe benefits) or materials.

6.4

PAYMENTS TO SUBCONTRACTORS.

6.4.1 Unless the Company otherwise agrees or the Contract Documents otherwise provide, theContractor shall pay each Subcontractor, upon receipt of payments from the Company, an amount equal to thepercentage of completion allowed to the Contractor on account of such Subcontractor's portion of the Work, less apercentage thereof equal to the percentage retained from payments to the Contractor. The Contractor shall alsorequire such Subcontractor to make similar payments due to any Sub-subcontractor.

6.4.2 If the Company fails to approve a Contractor's Application for Payment, as hereinafter provided,for any cause which is the fault of the Contractor and not the fault of a particular Subcontractor, the Contractor shallnevertheless pay that Subcontractor for its portion of the Work to the extend completed, less the retained percentage,such payment to be made no later than the date payment to the Contractor would otherwise have been made by theCompany.

6.4.3 The Contractor shall pay each Subcontractor its proper share of any insurance monies received bythe Contractor under Article II, and it shall require each Subcontractor to make similar payments due to a Sub-subcontractor.

ARTICLE 7SEPARATE CONTRACTS

7.1 COMPANY'S RIGHT TO AWARD SEPARATE CONTRACTS. The Company reserves the right toaward other contracts in connection with the Project or other work on the Job Site on any terms and conditionswhich the Company may from time to time determine in its sole discretion (hereinafter referred to as "SeparateContracts"; and such other contractors are hereinafter referred to as "Separate Contractors").

7.2

MUTUAL RESPONSIBILITY OF CONTRACTORS.

7.2.1 The Contractor shall afford all Separate Contractors and the Company reasonable opportunity forthe introduction and storage of their materials and equipment and for the execution of their work and shall properlycooperate, connect and coordinate the Work with such other work as shall be in the best interest of the Project asdetermined by the Company.

and report shall constitute an acceptance of the Company's or Separate Contractor's work as fit andproper to receive the Work, except as to defects which may develop in the Company's or Separate Contractor'swork after completion of the Work and which the Contractor could not have discovered by its inspection prior to thecompletion of the Work.

72.3

Should the Contra

Contractor shall attempt to settle said claim with such Separate Contractor prior to such Separate Contractor'sinstitution of litigation or other proceedings against the Contractor. If so requested by the parties to the dispute, theCompany may, but shall not be obligated to, arbitrate the dispute, in which event the decision of the Company shallbe final and binding on the parties to the dispute. If any Separate Contractor sues the Company or the Company'sRepresentative on account of any damage, delay or interference caused or alleged to have been so caused by theContractor, the Company shall notify the Contractor, who shall indemnify the foregoing regarding such proceedingsat the Contractor's expense.

7.2.4 Should any Separate Contractor cause damage to the Work or to the property of the Contractor orcause delay or interference with the Contractor's performance of the Work, the Contractor shall present to suchSeparate Contractor any claims it may have as a result of such damage, delay or interference (with an informationcopy to the Company) and shall attempt to settle its claim against such Separate Contractor prior to the institution oflitigation or other proceedings against said such Separate Contractor, If so requested by the parties to the dispute,the Company may, but shall not be obligated to, arbitrate the dispute, in which event the decision of the Companyshall be final and binding on the parties to the dispute.

7.2.5 If a dispute arises between the Contractor and any Separate Contractor as to the responsibility forcleaning as required by the Contract Documents, the Company may clean and charge the cost thereof to theresponsible Contractor, or apportion it among the several responsible Contractors, which the Company shalldetermine to be just.

ARTICLE 8TIME

8.1

DEFINITIONS.

8.1 . I

Whenever the word "day" is used in the Contract Documents, it shall mean a calendar day unlessotherwise specifically provided.

8.1.2 Substantial completion of the Work ("Substantial Completion") shall be the date, certified by theCompany, when all construction is sufficiently complete in accordance with the Contract Documents that theCompany, if it so elects, may occupy and use the Work or designated portion thereof for the purpose for which itwas intended, and the issuance of a certificate of occupancy (or its functional equivalent) from the governmentalauthorities exercising jurisdiction over the Project.

8.1.3 Final completion of the Work ("Final Completion") shall be the date, certified by the Company,when all construction is complete in accordance with the Contract Documents and that the Contractor has completedall punchlist items of Work which the Company may identify prior to or after Substantial Completion.

8.2

PROGRESS AND COMPLETION; SCHEDULING.

8.2.1 All times and dates stated in the Contract Documents including, without limitation, those for thecommencement, prosecution, Milestones, Substantial Completion and Final Completion of the Work and for thedelivery and installation of materials and eauinment. are of tl

the Contract Time, The scheduling of the Work shall be performed and monitored by the Contractor utilizing amethod to be chosen by the Company. The Contractor (and its Subcontractors, if the Company requires) shallfurnish all scheduling information requested by the Company (in such form and detail as requested for the particularportion of the Work; herein referred to as the "Schedule" or Schedules") within two (2) weeks of the Company'srequest, shall revise the same from time to time thereafter when so requested by the Company, and shall attend suchmeetings concerning scheduling as the Company may call from time to time. The Contractor shall comply with any

6v2

BI1

respect to any portion of the Work for which a Schedule has not been established, only after Company has givenwritten direction to proceed, Contractor shall commence such portion of the Work within three (3) days of the dateon which the Company directs such commencement, and Contractor shall thereafter prosecute and complete thesame with all due diligence or as otherwise directed by the Company. Neither the scheduling information submittedby the Contractor or its Subcontractors, the acceptance or approval thereof by the Company nor the establishment orimplementation of, or failure to establish or implement, Schedules by the Company, shall relieve the Contractor ofits obligation to perform and complete the Work in a timely manner or to otherwise perform in accordance with theContract Documents.

8.2.3 Float or slack time associated with any one chain of activities is defined as the amount of timebetween earliest start date and latest start date or between earliest finish date and latest finish date for such activities,as set forth in an approved Schedule for the Work (assuming the critical path method is used), including anyrevisions or updates thereto. Float or slack time is not for the exclusive use or benefit of either the Company or theContractor. However, if float time associated with any chain of activities is expended but not exceeded by anyactions attributable to the Company, the Contractor shall not be entitled to an extension in the Contract Time.

8.3

DELAYS, EXTENSIONS OF TIME AND OVERTIME.

8.3.1 If Contractor is delayed in the performance of the Work by any act or neglect of Company or A/E,or by an employee, agent or representative of Company, or by the combined action of workmen (either thoseemployed on the Work or in any industry essential to the conduct of the Work) not caused by or resulting fromdefault, negligence or collusion on the part of Contractor or its Subcontractors of every tier, or if Contractor isdelayed by Separate Contractors, or by unusually severe weather conditions not reasonably anticipated for thelocale, or by concealed conditions, or by fire, unavoided casualties, acts of God, "Excusable Labor Disputes" or"Excusable Transportation Delays" (as those terms are defined below), or national emergency (collectively"Delays"), then the Contract Time shall be extended by Change Order for a period equal to the length of such Delay(in working days) as measured on the critical path of the Schedule if, within seven (7) days after the commencementof any such Delay, Contractor delivers to Company a written notice of such Delay stating the nature thereof, andwithin seven (7) days following the expiration of any such Delay, Contractor provides a written request forextension of the Contract Time by reason of such Delay, and such extension is approved by Company, whichapproval shall not be unreasonably withheld, and the Delay is included in those items for which an extension of theContract Time is appropriate pursuant to the provisions of this Subparagraph 8.3.1. As used herein, the term"Excusable Labor Dispute" shall be defined as any labor dispute directed against an entire industry or any labordispute that is not directed solely against the Project, the Contractor, or any Subcontractors or suppliers (such thatsecondary or sympathy strikes directed solely against the Project are not an Excusable Labor Dispute), and whichprevents Contractor from obtaining labor or materials necessary for performance of the Work and actually delays theperformance of the Work, provided, however, that suitable substitute materials or labor are not reasonablyobtainable. As used herein, the term "Excusable Transportation Delay" shall be defined as any labor disputedirected against an entire industry, or any labor dispute that is not directed solely against the Project, the Contractor,or any Subcontractors or suppliers (such that secondary or sympathy strikes directed solely against the Project arenot an Excusable Transportation Delay), or other delay not within the reasonable control of Contractor whichprevents the transportation of necessary materials to the Project and actually delays the performance of the Work,provided, however, that suitable substitute transportation for such materials is not reasonably available.

ithstanding anything in this Section 8.3.1 to the contrary, in no event si

;uch notices are required shall be decreased by one (1) day for each day (beyond applicable seven(7) day period) Contractor fails to deliver any required notice to Company. In the case of a continuing cause ofDelay of a particular nature, Contractor shall be required to make only one such request for extension with respectthereto. No Delay of the Contract Time (or right on the part of Contractor to secure any such Delay) pursuant to thisSubparagraph 8.3.1 shall prejudice any right Company may have under the Contract or otherwise, to terminate the

B 12

8.3.2 Extension of the Contract Time, to the extent permitted under Subparagraph 8.3.1, shall be thesole remedy of the Contractor for any Delays, except for Delays ("Compensable Delays") which are (i) the result ofa Company initiated Change Order affecting the scope of the Work (and not a Change Order under Section 8.3.1extending the time for performance), (ii) due to concealed conditions, or (iii) caused by the wrongful acts oromissions of the Company and only to the extent such acts or omissions continue after the Contractor furnishes theCompany with notice that such act or omission is causing a Delay. In no event shall the Contractor be entitled toany recovery of consequential damages, lost opportunity costs, impact damages, or other similar remuneration, dueto a Delay or Compensable Delay. Contractor shall receive only its additional general conditions costs (withoutmark-up or fee) caused by the Compensable Delay.

8.3.3 Whenever, in the opinion of the Company, the Work falls behind Schedule due to the fault of theContractor or its Subcontractors of every tier, the Contractor, to the extent necessary to meet said Schedule, shallincrease its labor force and/or provide overtime, extra shifts, Saturday, Sunday and/or holiday work, and shall haveeach Subcontractor do likewise, all at no additional cost to or compensation from the Company. Further, theCompany shall have the right to deduct or offset against any amounts then or thereafter due to the Contractor, or tobe reimbursed by the Contractor for, any additional costs the Company may incur as a direct result of said increasein labor force or overtime, extra shifts, Saturday, and Sunday and/or holiday work.

8.3.4 The Company, in its sole discretion and expense and for any reason, may direct the Contractor toaccelerate the Schedule of performance by providing overtime, extra shifts, Saturday, Sunday and/or holiday workand/or by having all or any Subcontractors or Sub-subcontractors designated by the Company provide overtime,extra shifts, Saturday, Sunday and/or holiday work.

8.3.4.1 In the event of overtime, extra shifts, Saturday, Sunday or holiday work by theContractor's own forces pursuant to this Subparagraph 8.3.4, the Company's sole and exclusive obligations to theContractor (except as hereinafter provided) on account thereof shall be to reimburse the Contractor for the directcost to the Contractor of the premium time (or shift differential for any extra shifts) for all labor utilized by theContractor in such overtime, extra shifts, Saturday, Sunday or holiday work (but not for the straight time costs ofsuch labor), together with any Social Security and state or federal unemployment insurance taxes in connection withsuch premium time (or shift differential for an extra shifts).

8.3.4.2 In the event of overtime, extra shifts, Saturday, Sunday or holiday work by aSubcontractor pursuant to this Subparagraph 8.3.4, the Company's sole and exclusive obligation to the Contractor(except as hereinafter provided) on account thereof shall be to reimburse the Contractor for the direct cost to theSubcontractor for the premium time (or shift differential for any extra shifts) of all labor utilized in such overtime,extra shifts, Saturday, Sunday or holiday work (but not for the straight time costs of such labor), together with anySocial Security and state or federal unemployment insurance taxes in connection with such premium time.

8.3.4.3 Anything in the foregoing to the contrary notwithstanding, should the Company'sdirection to the Contractor to accelerate the Schedule of performance pursuant to this Subparagraph 8.3.4 require theContractor's or a Subcontractor's forces to work in excess of fifty (50) hours per week for a period in excess of four(4) consecutive weeks, the Company shall pay to the Contractor, for each consecutive week after the fourthconsecutive week in which the same forces are required to work in excess of fifty (50) hours, an additional amountequivalent to ten percent (10%) of the gross wages of Job Site labor, less payroll cost as defined in Subparagraph

and overhead, ripple ettuct or any other costs or expenses of any kind.Anything in this Subparagraph 8,3.4.3 to the contrary notwithstanding, the Company shall have no obligation tomake payments on account of overtime, Saturday, Sunday or holiday work ordered pursuant hereto unless: (a) theContractor shall submit to the Company, for the Company's review and approval, duly authenticated time ticketsevidencing the hours of overtime, Saturday, Sunday or holiday work performed pursuant to this Subparagraph

3 by the end of the day on which performed and recapped in summary form; and (b) the Contractor shallemen

Subparagraph 8343, the provision of this Subparagraph 8.3.4.3 calling for payments by the Company on accountthereof shall only apply to such work performed pursuant to this Subparagraph 8.3.4.3.

8.4 TEMPORARY SUSPENSION OF WORK. The Company shall have the authority to suspend the Work,in whole or in part, for such periods and such reasons as it may deem necessary or desirable, in its sole discretionincluding, without limitation: (a) unsuitable weather; (b) other conditions considered unfavorable for the suitableprosecution of the Work; (c) special events; andior (d) other conditions considered adverse to the best interests ofthe Company. Any such suspension shall be in writing to the Contractor. The Contractor shall immediately obeysuch orders of the Company and shall not resume the Work until so ordered in writing by the Company. No suchtemporary suspension of the Work, for periods of time up to seven (7) consecutive days, shall be the basis of a claimby the Contractor for any increase in the Contract Sum or for any other damages, losses, costs or expenseswhatsoever, all of which claims the Contractor hereby expressly waives. The Contractor shall be entitled to anextension of the Contract Time not to exceed the length of time that the Work was suspended provided the claim issubmitted in accordance with Paragraph 13.1 and the suspension is not due to an act or omission of the Contractor,any Subcontractor or Sub-subcontractor.

ARTICLE 9PAYMENTS AND COMPLETION

9.1

APPLICATION FOR PAYMENT; PASSAGE OF TITLE.

9.1 .1 The Payment Application Date shall be that day of each calendar month designated in theAgreement when the Contractor shall deliver the Application for Payment, as defined in the Agreement, to theCompany.

9.1.2 The Application for Payment shall be an invoice prepared by the Contractor and submitted to theCompany in accordance with the Contract Documents. It shall show in detail all monies properly payable to theContractor. The Application for Payment shall have, as attachments, waivers of mechanics' and materialmen's liensby the Contractor and its Subcontractors and Sub-subcontractors as of the date of submission of the Application forPayment, and such other evidence of performance of the Work, the costs thereof and payment therefore as theCompany may deem necessary or desirable. The submission of the foregoing waivers and other evidence shall beexpress conditions precedent to Contractor's entitlement to payment.

9.1.3 The Contractor warrants that title to all Work, materials and equipment covered by an Applicationfor Payment shall pass to the Company, free and clear of all liens, claims, security interests or encumbrances, uponthe tender of payment of the applicable Application for Payment by the Company to the Contractor, and that noWork, materials or equipment covered by an interest therein or an encumbrance thereon is retained by the seller orotherwise imposed by the Contractor or such other person. The passage of title to the Company as provided hereinshall not alter or limit the obligations and duties of the Contractor with respect to the Work and the materials orequipment incorporated therein or used in connection therewith as set forth in the Contract Documents.

9.2

APPROVALS OF APPLICATIONS FOR PAYMENT.

reviewed the construction means, methods, techniques, sequences, coordination or procedures, or the cleanliness ofthe Job Site, or the safety precautions and programs, in connection with the Work; (c) that it has made anyexamination to ascertain how or for what purpose the Contractor has used the monies previously paid on account ofthe Contract Sum.

Company, the Contractor shall remain totally obligated and liable for the performance of the Work in strictcompliance with the Contract Documents.

9.2.3 Subject to the Company's rights to deduct, offset or withhold as set forth in these GeneralConditions, after the Company has approved an Application for Payment, in whole or in part, it shall make paymentof the amount approved to the Contractor as provided in the Contract Documents.

9.3

PAYMENTS WITHHELD; COMPANY'S RIGHT TO MAKE DIRECT PAYMENTS FOR WORK.

9.3.1 The Company may withhold its approval of an Application for Payment, in whole or in part, ornullify the whole or any part of an approval previously given, if it determines that the Application for Paymentcovers portions of the Work which have not, in fact, been completed, or that it includes amounts for claims allegedlymade but not actually made (or subsequently withdrawn), and/or for which payment is not then due or if, and to theextend that, it deems it necessary or desirable to protect itself against loss or damage due to: (a) defective Work notremedied; (b) Subcontractor, Sub-subcontractor or other third-party claims or liens or reasonable evidence indicatingsuch probable third-party claims or liens for work which Contractor has previously received payment for; (c) failureof the Contractor to make payments to Subcontractors (or of Subcontractors to make payment to Sub-subcontractors) as required by the Contract Documents, or failure to provide lien waivers for previous payments; (d)inability, or reasonable doubt as to the ability, of the Contractor to complete the Work within the Contract Time, forthe unpaid balance of the Contract Sum or within the estimates prepared by the Contractor and submitted to andapproved by the Company; (e) damage to the Company or by the Contractor; (f) unsatisfactory prosecution of theWork by the Contractor, it Subcontractors or Sub-subcontractors; (g) failure of the Contractor to maintain the JobSite in a clean and safe condition; (h) failure of the Contractor to meet any other monetary obligation imposed uponit pursuant to the Contract Documents; or (i) failure of the Contractor to materially comply with any other provisionof the Contract Documents.

9.3.2 Company shall have the further right to pay sums due to any Subcontractor or vendor by jointcheck payable to Contractor and each such Subcontractor and Sub-subcontractor or vendor. Notwithstandinganything in this Subparagraph 9.3.2 to the contrary, the Company may elect, in the Company's sole discretion, tomake any payment due the Contractor on behalf of a Subcontractor of any tier jointly payable to the Contractor andsuch Subcontractor. The Contractor and such Subcontractor shall be responsible for the allocation and disbursementof funds included as part of any such joint payment. Any such joint payment shall constitute payment to theContractor, in the full amount of the joint payment, as if such joint payment were made to the Contractor alone. Inno event shall any joint payment be construed to create any contract between the Company and a Subcontractor.

9.4

SUBSTANTIAL COMPLETION AND FINAL PAYMENT.

9.4.1 At such time as the Work is Substantially Completed, the Contractor shall notify the Company inwriting and prepare and submit to the Company a list of items to be completed and/or corrected ("punch-list" items)and its final bill, including itemized projected amounts for any portions of the Work not yet completed. The failureto include any items on such "punch-list" shall not alter the responsibility of the Contractor to complete and/orcorrect the Work in accordance with the Contract Documents. When the Company, on the basis of an inspection,confirms the notification from the Contractor that the Work is Substantially Completed or, without being notified by

nit to the Company all documents and other matters required by the Contract Documents to be suContractor upon completion of the Work. The Certificate of Substantial Completion shall constitute a demand

for a formal billing (including all costs, claims or fees for any outstanding Change Orders or any other matter whichthe Contractor has not previously waived pursuant to the General Conditions, and itemized projections for anyincomplete Work), and the Contractor shall be deemed conclusively to have waived the right to payment of any suchitem, fee or cost of any kind not billed to the Company within thirty (30)

Certificate of Substantial Completion within the time fixed therein, the Company shall have the right to accomplishthe same and deduct or offset all costs thereof against any amounts then or thereafter due to the Contractor. If theamounts then or thereafter due to the Contractor are not sufficient to cover such costs, the Contractor shall pay thedifference to the Company. The Company's decision as to the Date of Substantial Completion shall be final andbinding.

94.2 Neither final payment nor any remaining retained percentage shall become due until theContractor submits to the A/F (I) an affidavit that payrolls, bills for materials and equipment, and otherindebtedness connected with the Work for which the Contractor or the Contractor's property might be responsible orencumbered (less amounts withheld by Contractor) have been paid or otherwise satisfied, (2) certificates andendorsements evidencing that insurance required by the Contract Documents to remain in force after final paymentis currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice hasbeen given to the Contractor, (3) a written statement that the Contractor knows of no substantial reason that theinsurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, ifany, to final payment, (5) if required by the Contractor, other data establishing payment or satisfaction ofobligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out ofthe Contract, to the extent and in such form as may be designated by the Contractor, and (6) all warranties,guarantees, operating manuals and record Drawings for the Project. If a Subcontractor or Sub-subcontractor refusesto furnish any release or waiver of lien required at any time and the Company under Paragraphs 9.1, 9.3 and 9.4, orfiles a claim of lien against the Company's property, the Contractor, if requested by the Company and at theContractor's expense, shall bond or otherwise discharge of record such lien within 10 days after notice of filing, ifany such lien is not so removed, Company's cost to remove same (including reasonable attorneys' fees) will be paidby Contractor upon demand, or at the option of Company, shall be deducted from any payment then due orthereafter becoming due from Company to the Contractor.

9.4.3

The making of final payment shall not constitute a waiver of any claims or rights by the Company.

9.4.4 The acceptance of final payment shall constitute a waiver of all claims by the Contractor exceptthose previously made in writing and identified by Contractor as unsettled at the time of the final Application forPayment and shall constitute a general release of the Company and the Company's Representative by the Contractor,except as to those claims previously made in writing and identified by Contractor as unsettled at the time the finalApplication for Payment is submitted to the Company.

9.4.5 Other data the Company may require establishing payment or satisfaction of all obligations of theContractor in connection with the Work including, without limitation, receipts of final satisfaction and releases andwaivers of lien and releases of any and all claims by the Contractor, Subcontractors and Sub-subcontractors as setforth in Exhibit D, Close Out-Change Order, and evidencing performance of the Work in accordance with theContract Documents. A release of the Company, the Additional Insured Parties, and Company's insurers from andagainst any claims under the insurance required to be provided by Company hereunder (except to the extent of anyclaims theretofore timely noticed to Company and its insurers which are owing but remain unpaid) and a release ofCompany, and the Additional Insured Parties from and against any claims between the Contractor and a SeparateContractor.

9.5

BENEFICIAL USE AND OCCUPANCY; PARTIAL SUBSTANTIAL COMPLETION,

ontractor (referred to herein as "Beneficial Occupancy"). The Company shall use its best efforts toprevent such occupancy from interfering with the performance of the remaining Work; provided, however, that theCompany shall be liable for any delays of any nature caused by such occupancy.

9.5.2

Beneficial Occupancy shall not constitute acceptance by the Company or the Company'stative of the completed Work or any portion thereof, shall not relieve the Contractor of its full

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9.5.3 Anything in this Paragraph 9.5 to the contrar,' notwithstanding, the Company may certify anyportion of the Work to be occupied or used hereunder to be Substantially Completed and, upon the Contractor'stimely completion or correction of the items on the "punch-list" with respect thereto, accept that portion of theWork. The provisions of Paragraph 9.4, except as they relate to the Contractor's obligations for "punch-list" items,shall not apply to a such Partial Substantial Completion.

ARTICLE 10PROTECTION OF PERSONS AND PROPERTY

10.1 RESPONSIBILITY FOR SAFETY AND HEALTH.

10,1.1 The Contractor shall be responsible for initiating, maintaining and supervising safety and anti-substance abuse precautions and programs in connection with the Work, and shall provide all protection to preventinjury to all persons involved in any way in the Work and all other persons, including without limitation, theemployees, agents, guests, visitors, invitees and licensees of the Company who may visit or be affected thereby.These precautions shall include, but in no event be limited to: the posting of danger signs and personal notificationto all affected persons of the existence of a hazard of whatever nature; the furnishing and maintaining of necessarytraffic control barricades and flagman services; the use, or storage, removal and disposal of require explosives orother hazardous materials only under the supervision of qualified personnel and after first obtaining permission ofall applicable governmental authorities; and the maintenance of adequate quantities of both hoses and operable fireextinguishers at the Job Site. The Contractor shall set forth in writing its safety and anti-substance abuse precautionsand programs in connection with the Work and, if requested by the Company, submit the same to the Company forreview. The Company may, but shall not be obligated to, make suggestions and recommendations to the Contractorwith respect thereto.

10.1.2 All Work, whether performed by the Contractor, its Subcontractors or Sub-subcontractors, oranyone directly or indirectly employed by any of them, and all equipment, appliances, machinery, materials, toolsand like items incorporated or used in the Work, shall be in compliance with, and conform to: (a) all applicable laws,ordinances, rules, regulations and orders of any public, quasi-public or other governmental authority relating to thesafety of persons and their protection against injury, specifically including, but in no event limited to, the FederalOccupational Safety and Health Act of 1970, as amended, and all rules and regulations now or hereafter in effectpursuant to said Act; and (b) all codes, rules, regulations and requirements of the Company and its insurance carriersrelating thereto. In the event of conflicting requirements, the more stringent shall govern.

10.1.3 The Contractor shall designate a responsible member of its organization at the Job Site as the"Project Safety Officer", whose duties it shall be to enforce the Contractor's safety and anti-substance abuseprograms, to assure compliance with the terms of this Article 10, and to prevent accidents. This person shall be theContractor's Project Safety Officer unless otherwise designated in writing by the Contractor and approved by theCompany. The Contractor shall further cause each of its Subcontractors and Sub-subcontractors to designate aresponsible supervisory representative to assist the Contractor's Project Safety Officer in the performance of his orher duties as aforesaid.

10.1.4 Should the Contractor fail to provide a safe area for the performance of the Work or any portionv shal

10.1.5 The Contractor shall provide, to each worker on the Job Site the proper safety equipment for theduties being performed by that worker and will not permit any worker on the Job Site who fails or refuses to use thesame, The Company shall have the right, but not the obligation, to order the Contractor to send a worker home forthe day or to discharge a worker for his or her failure to comply with safe practices or anti-substance abuse policies,with which order the Contractor shall promptly comply.

subcontractors or anyone directly or indirectly employed by any of them or for whose acts any of them may beliable, to comply with the provision of Paragraph 10.1. The Contractor shall not be relieved of its responsibilitiesunder this Paragraph 10.1 should the Company act or fail to act pursuant to its rights hereunder, nor shall theCompany thereby assume, nor be deemed to have assumed, any responsibilities otherwise imposed upon theContractor by this Contract in any manner whatsoever.

10.2 PROTECTION OF WORK AND PROPERTY; RESPONSIBILITY FOR LOSS.

10.2.1 The Contractor, throughout the performance of the Work, shall maintain adequate and continuousprotection of all Work and temporary facilities against loss or damage from whatever cause, shall protect theproperty of the Company and third parties from loss or damage from whatever cause arising out of the performanceof the Work and shall comply with the requirements of the Company and its insurance carriers and with allapplicable laws, codes, rules and regulations with respect to the prevention of loss or damage to property as a resultof fire or other hazards. The Company may, but shall not be required to, make periodic patrols of the Job Site as apart of its normal security program. In such event, however, the Contractor shall not be relieved of its aforesaidresponsibilities.

10.2.2 Until final acceptance of the Work by the Company pursuant to Paragraph 9.4, (unless and to theextend otherwise set forth in a Certificate of Substantial Completion), the Contractor shall have full and completecharge and care of and, except as otherwise provided in this Subparagraph 10.2.2, shall bear all risk of loss of, andinjury or damage to, the Work or any portion thereof (specifically including Company-furnished supplies,equipment or other items to be utilized in connection with, or incorporated in, the Work) from any causewhatsoever. The Contractor shall rebuild, repair, restore and make good all losses of, and injuries or damages to, theWork or any portion thereof (specifically including Company-furnished supplies, equipment or other items to beutilized in connection with, or incorporated in, the Work) before final acceptance of the Work. Such rebuilding,repair or restoration shall be at the Contractor's sole cost and expense unless the loss, injury or damage requiredsuch rebuilding, repair or restoration: (a) is directly due to errors in the Contract Documents which were notdiscovered by the Contractor and which the Contractor could not have discovered through the exercise of duediligence; (b) is caused by the Company (unless (i) such loss or damage would be covered by any policy or policiesof insurance which the Contractor is required to maintain hereunder, whether the Contractor actually maintains suchinsurance or not, or (ii) is otherwise covered by a policy or policies of insurance maintained by the Contractor,whether or not required hereunder); or (c) is caused by a hazard against which the Company is required to insureunder the provisions of Article 11 hereof; provided, however, that if the loss, injury or damage would not haveoccurred but for the negligent act or omission of the Contractor, any of its Subcontractors or Sub-subcontractors oranyone directly or indirectly employed by any of them or for whose acts any of them may be liable, the rebuilding,repair or restoration shall be at the Contractor's cost an expense to the extent of the deductible on said insurance.

10.3 SURFACE WATER. Surface water or other fluid shall not be permitted to accumulate excavations orunder structures. Should such conditions develop or be encountered, the water or other fluid shall be controlled andsuitably disposed of by means of temporary pumps, piping, drainage lines and ditches, dams or other methodsapproved by the Company in writing. The proposed location and coordination of temporary channels and conduitsconducting accumulated water from the Job Site shall be submitted to the Company for its prior written approval.All such work shall be done at the sole expense of the Contractor.

applicable, failing which the Company may immediately take whateveraction it deems necessary, including, but not limited to, suspending the Work as provided in Paragraph 8.4. TheCompany may deduct or offset any and all costs or expenses of whatever nature, including attorneys' fees, paid orincurred by the Company in taking such action against any sums then or thereafter due to the Contractor. TheContractor shall indemnify the Company against any and all costs of or expenses incurred pursuant to this Paragraph10.4, If the Contractor shall be entitled to any additional compensation or extension of time claimed on account of

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10.5 CLEANUP. The Contractor shall at all times keep the Job Site clean and free from accumulation of wastematerials or rubbish (including, without limitations, hazardous waste), caused by his performance of the Work, andshall continuously throughout performance of the Work remove and dispose of all such materials from the Job Siteand the Project. The Company may require the Contractor to comply with such standards, means and methods ofcleanup, removal or disposal as the Company may make known to the Contractor. In the event the Contractor failsto keep the Job Site clean and free from such waste or rubbish, or to comply with such standards, means andmethods, the Company may take such action and offset any and all costs or expenses of whatever nature paid orincurred by the Company in undertaking such action against any sums then or thereafler due to the Contractor. TheContractor shall notify the Company in advance of the generation, importation, storage, transportation, excavation ofdisposal, of any hazardous waste, toxic materials to contaminants of any type in connection with the Project.

10.6 COMPANY'S STANDARDS. The Company reserves the right, but assumes no duty, to establish andenforce standards, and to change the same from time to time, for the protection of persons and property, with whichthe Contractor shall comply, and to review the efficiency of all protective measures taken by the Contractor. Theexercise of or failure to exercise any or all of these acts by the Company shall not relieve the Contractor of its dutiesand responsibilities under this Contract, and the Company shall not thereby assume, nor be deemed to haveassumed, any such duties or responsibilities of the Contractor.

10.7 HAZARDOUS MATERIALS. Contractor shall not cause or permit any "Hazardous Materials" (as hereindefined) to be brought upon, kept or used in or about the job site except to the extent such Hazardous Materials: (i)are necessary for the performance of the Work, (ii) are required pursuant to the Contract Documents, and (iii) havebeen approved in writing by Contractor. Any Hazardous Materials allowed to be used on the project shall be used,stored and disposed of in compliance with all applicable federal, state and local laws relating to such HazardousMaterials. Any unused or surplus Hazardous Materials allowed to be used on the project shall be used, stored anddisposed of in compliance with all applicable federal, state and local laws relating to such Hazardous Materials.Any unused or surplus Hazardous Materials, as wells as any other Hazardous Materials which have been placed,released or discharged on the project by Contractor or any of its Subcontractors, employees, agents, suppliers orSub-subcontractors, shall be removed from the project at the earlier of(i) completion of the Work requiring the useof such Hazardous Materials, (ii) the completion of the Work as a whole, or (iii) within twenty-four (24) hoursfollowing Contractor's demand for such removal. Such removal shall be undertaken by Contractor at its sole costand expense, and shall be performed in accordance with all applicable laws. Any damage to the Work, the project orany adjacent property resulting from the improper use, or any discharge or release, Hazardous Materials shall beremedied by Contractor at its sole cost and expense, and in compliance with all applicable laws. Contractor shallimmediately notify Contractor of any release or discharge of any Hazardous Materials on the project. Contractorshall provide Contractor with copies of all warning labels on products which Contractor or any of its Subcontractorsor Sub-subcontractors will be using in connection with the Work, and Contractor shall be responsible for makingany and all disclosures required under applicable "Community Right-To-Know" laws. Contractor shall not clean orservice any tools, equipment, vehicles, materials or other items in such a manner as to cause a violation of laws orregulations relating to Hazardous Materials. All residue and waste materials resulting from any such cleaning orservicing shall be collected and removed from the project in accordance with all applicable laws and regulations.Contractor shall become aware, which relate to any Hazardous Materials on the project. Without limiting any otherindemnification provisions pursuant to law or specified in this Contract, Contractor shall indemnify, defend (atContractor's sole cost and with legal counsel approved by Contractor) and hold the Indemnitees harmless from andagainst any all claims, demands, losses, damages, injuries, deaths, disbursements, liabilities, obligations, fines,

mited in the United States Department of Transportation Hazardous Materials171.101) or listed by the Environmental Protection Agency as hazardous substances (40 CFR Part

302) and any amendments thereto and any substances, materials or wastes that are or become regulated underfederal, state or local law.

ARTICLE 11INSURANCE

Iii

1 1 1 1 The Contractor shall procure and maintain at its own cost and expense during the life of thisContract (and for two (2) years thereafter), the following types and minimum amounts of insurance:

(a) Commercial General Liability insurance, for bodily/personal injury and property damage liabilityin the limits of THREE MILLION DOLLARS ($3,000,000) per occurrence and THREE MILLION DOLLARS($3,000,000) in the aggregate. Policy will include blanket contractual liability, products/completed operations, broadform property damage to include care, custody and control of property of others, fire legal liability, independentcontractors, and blanket XCU coverage; Automobile Liability insurance with a combined single limit of ONEMILLION DOLLARS ($1,000,000) covering owned, non-owned or hired vehicles and applicable equipment to beused in the performance of the Work; Professional Liability (Errors & Omissions) insurance if Contractor will bedesigning andlor performing any other engineering, surveying, or other "professional service(s)" with limits no lessthan ONE MILLION DOLLARS ($1,000,000) per occurrence and THREE MILLION DOLLARS ($3,000,000) inthe aggregate. Claims-made policies are acceptable providing there is no lapse in coverage during the required termfor Contractor to carry insurance.

(b) An Umbrella or Following Form Excess Liability Policy(ies) to achieve the total limits in theabove policies will be acceptable.

(c) Statutory Workers' Compensation and Employer's Liability for the limit of ONE MILLIONDOLLARS ($1,000,000).

(d) Physical damage insurance covering owned or rented machinery, tools, equipment, office trailersand vehicles for 100% replacement cost value.

(e) Property insurance, including, without limitation, "All Risk" coverage for portions of the Workstored off-site or in transit for 100% replacement cost value.

(I)coverage.

Fidelity Bond or Crime Insurance Policy for $250,000 policy limits to include third party property

(g) Such other insurance as may be specified or directed by the Company.

11.1.2 The policies referenced in the foregoing clauses 11.1.1 (a), and (b) shall name Company, its parent(s),subsidiaries, licensees, successors, related and affiliated companies, and its officers, directors, employees, agents,representatives and assigns (collectively, including Company, the "Affiliated Companies") as an additional insuredsby endorsement and shall contain a Severability of Interest Clause. The policies referenced in the foregoing clauses11.1.1 (c), (d), and (e) shall provide a Waiver of Subrogation endorsement in favor of the Affiliated Companies, andall of the above referenced liability policies shall be primary insurance in place and stead of any insurancemaintained by Company, and ALL of the above policies will have a thirty (30) days prior written notice ofcancellation, non-renewal or material change to the Company. No insurance of Contractor shall be co-insurance,contributing insurance or primary insurance with Company's insurance. Contractor's insurance companies shall belicensed to do business in the state(s) and/or country(ies) where services are to be performed for Company and willhave an A.M. Best Guide Rating of at least A:VII or better; provided also that in the event that Contractor'sinsurer(s) is(are) based outside of the United

onsible for all deductibles and/or self insured retentions under their poli

11 1,3 Contractor will require its Subcontractors to purchase at their own cost and expense the same insurance asrequired of Contractor, or Contractor will require its Subcontractors to purchase at their own cost and expenseinsurance containing coverages and limits that are usual and customary in the Subcontractor's particular industry.Upon request by Company, Contractor will provide evidence of coverage in the form of certificates of insurance andendorcements of all of its Snhcontractorc' insnrance nolicips

11 1.4 Contractor must deliver to Company a certificate(s) of insurance and endorsements reflecting the aboveinsurance requirements in this Section 11.1: (a) before any Work or job is to begin, and (b) renewal certificates andendorsements at least seven (7) days prior to the expiration of Contractor's insurance policies. The certificate(s) andendorsements must be signed by an authorized representative of the insurance company or the insurance companyunderwriter.

11.1.5 Failure of Contractor to maintain the insurances required under this Section 11.1 or to provide certificatesof insurance, endorsements or other proof of such insurances reasonably requested by Company shall be a breach ofthis Contract and, in such event, Company shall have the right at its option to terminate this Contract withoutpenalty. Company shall have the right to designate its own legal counsel to defend its interests under said insurancecoverage at the usual rates for said insurance companies in the community in which any litigation is brought.

111.6 CLAIMS. The Contractor and its Subcontractors and Sub-subcontractors shall assist and cooperate inevery manner possible in connection with the adjustment of all claims arising out of the operations conducted underor in connection with the Work and shall cooperate with the insurance carrier or carriers of the Company and of theContractor, its Subcontractors and Sub-subcontractors in all litigated claims and demands which arise out of saidoperations and which the said insurance carrier or carriers are called upon to adjust or resist.

11.1.7 Other Insurance. If Contractor will be performing any "specialized" Work; e.g., asbestos/lead abatement,hazardous cleanup, hauling or any other environmental Work, Company will require insurance from the Contractorto cover the Work. If this section 11 .1 .7 is applicable, a separate amendment to the insurance requirements will beattached to this Agreement.

ARTICLE 12CHANGES IN THE WORK

12.1 CHANGE ORDERS AND DIRECTIVES. The Company, without affecting the validity of the ContractDocuments or any term or condition thereof, may issue Change Orders, or Directives, or give other orders andinstructions regarding the Work which may have the effect of ordering extra work or other changes in the Work byaltering, adding to or deducting from the Work, modifying the method or manner of its performance or otherwise(herein sometimes referred to as "Changes in the Work"). The Contractor shall comply with all such orders andinstructions issued by the Company. In any such event, the Contract Sum shall, where applicable, be increased ordecreased in the manner hereinafter set forth; provided, however, that if the Contractor should proceed with aChange in the Work upon an oral order, by whomsoever given, it shall constitute a waiver by the Contractor of anyclaim for an increase in the Contract Sum or extension of the Contract Time on account thereof. Upon receipt ofany such Change Order, or Directive or other order or instructions, the Contractor shall promptly proceed with theChange in the Work, even though the amount of any resultant increase or decrease in the Contract Sum has not yetbeen determined. All Changes in the Work shall be performed in accordance with the Contract Documents.

12.2 CHANGES REQUIRING AN INCREASE IN CONTRACT SUM. If any Change in the Work willresult in an increase in the Contract Sum, the Company shall have the right to require the performance thereof on alump sum basis, a unit price basis or a time and material basis, all as hereinafter more particularly described.

actor's proposal shall be itemized and segregated by labor and materials for the variocomponents of the Change in the Work (no aggregate labor total will be acceptable) and shall be accompanied bysigned proposals of any Subcontractors or Sub-subcontractors who will perform any portion of the Change in theWork and of any persons who will furnish materials or equipment for incorporation therein.

The portion of the prop ;al relatint r, whether by the Contractor's forces or those of its Su

such labor required by union and/or trade agreements if applicable) and up to fifteen percent (15%) of suchanticipated gross wages, but not payroll costs, as overhead and profit for any such entity actually performing theChange in the Work or a portion thereof. The portion of the proposal relating to materials may only include thereasonable anticipated direct costs to the Contractor, its Subcontractors or Sub-subcontractors (as applicable) ofmaterials to be purchased for incorporation in the Change in the Work, plus transportation and applicable sales oruse taxes, and up to fifteen percent (15%) of said direct material costs as overhead and profit for the entity actuallysupplying the materials. The proposal may further include the Contractor's or its Subcontractor's or Sub-subcontractor's reasonably anticipated direct rental costs in connection with the Change in the Work (either actualrates or discounted local published rates), plus up to six percent (6%) thereof as overhead and profit for the entityactually incurring such costs. If any of the items included in the lump sum proposal are covered by unit pricescontained in the Contract Documents, the Company may elect to use these unit prices in lieu of the similar itemsincluded in the lump sum proposal, in which event an appropriate deduction will be made in the lump sum amountprior to the application of any allowed overhead and profit percentages. No overhead and profit shall be applied toany unit prices. The lump sum proposal may only include up to six percent (6%) of the amount which theContractor will pay to any Subcontractor, and up to six percent (6%) of the amount which a Subcontractor will payto any Sub-subcontractor, for the Change in the Work as overhead and profit to the Contractor or Subcontractor(only a maximum of two contractual tiers of such markup may be included).

12.2.2 If the Company elects to have the Change in the Work performed on a unit price basis, its electionshall be based on a unit price proposal which shall be submitted by the Contractor to the Company with the timeestablished by the Company in the Company's request therefor (but the Company's request for a unit price proposalshall not be deemed an election by the Company to have the Change in the Work performed on a unit price basis).The Contractor's proposal shall itemize the quantities of each item of the Change in the Work for which there is anapplicable unit price contained in the Contract Documents. The quantities shall be itemized in relation to eachspecific Drawing. Unit prices shall be applied to net differences of quantities of the same item. Nothing hereincontained shall preclude the Company from requesting a lump sum proposal and a unit price proposal with respectto the same Change in the Work, in which event the Contractor shall submit both.

12.2.3 If the Company elects to have the Change in the Work performed on a time and material basis, thesame shall be performed, whether by the Contractor's forces or the forces of any of its Subcontractors or Sub-subcontractors, at actual cost to the entity performing the Change in the Work (without any charge foradministration, clerical expense, supervision or superintendence of any nature whatsoever, except foremen directlyinvolved in the Change in the Work, or the cost, use or rental of small tools, defined as tools with a cost or value ofless than $1,000, or equipment owned by the Contractor or any of its related or affiliated companies), plus fifteenpercent (15%) of gross wages (excluding payroll costs) of Job Site labor and direct material costs and six percent(6%) of rental costs (other than small tools or equipment owned by the Contractor or any of its related or affiliatedcompanies) as the total overhead and profit. Only the entity actually performing the Change in the Work or aportion thereof shall be entitled to a mark-up as aforesaid for overhead and profit, but the Contractor may include upto six percent (6%) of the amount it will pay to any Subcontractor, and a Subcontractor may include up to six (6%)of the amount it will pay to any Sub-subcontractor, (only a maximum of two contractual tiers of such markup maybe included), for the Change in the Work as overhead and profit to the Contractor or Subcontractor. The Contractorshall submit to the Company daily time and material tickets, to include the identification number assigned to theChange in the Work, the location and description of the Change in the Work, the classification, names and socialsecurity numbers of labor employed, the materials used, the equipment rented (not tools) and such other evid

y a non-authenticated ticket or invoice;ded, however, that the authentication of any such ticket or invoice by the Company shall not constitute anacknowledgment by the Company that the items thereon were reasonably required for the Change in the Work.

12.2.4 The Company shall have no obligation or liability on account of a Change in the Work except asspecifically provided in this Paragraph 12.2. If the Contractor fails to render any proposal within thirty (3(

upon the Contractor. Overhead and profit, as allowed under this Paragraph 12.2, shall be deemed to cover all costsand expenses of any nature whatsoever, including, without limitation, those for estimating, field operations,extended (Job Site and home office) overhead, unabsorbed (Job Site and home office) overhead, small tools, whichthe Contractor or any of its Subcontractors or Sub-subcontractors may incur in the performance of or in connectionwith a Change in the Work and which are not otherwise specifically recoverable by them pursuant to this Paragraph12.2

12.2.5 The Work pursuant to this Contract shall be performed by the Contractor at no extra cost to theCompany despite any order from the Company which designates or contemplates a portion of the Work as a Changein the Work.

12.3 CHANGES REQUIRING A DECREASE IN CONTRACT SUM. If any Change in the Work willresult in a decrease in the Contract Sum, the Company may request a quotation by the Contractor of the amount ofsuch decrease for use in preparing a Change Order. The Contractor's quotation shall be forwarded to the Companywithin twenty (20) days after the date of the Company's request or such longer period of time established by theCompany therein and, if acceptable to the Company, shall be incorporated in the Change Order. If not acceptable,the parties shall make every reasonable effort to agree as to the amount of such decrease, which may be based on alump sum properly itemized, on unit prices stated in the Contract Documents and/or on such other basis as theparties may mutually determine.

12.4 DISPUTES REGARDING CHANGES. If any dispute should arise between the parties with respect to anincrease or decrease in the Contract Sum as a result of a Change in the Work, the Contractor shall not suspendperformance of any such Change in the Work or the Work itself unless otherwise so ordered by the Company inwriting. The Company may, however, notify the Contractor of its determination regarding any such Change in theWork and, in the case of an increase, may thereafter pay to the Contractor up to 50% of the Company's reasonableestimate of the value of the Change in the Work as its sole obligation with respect to any such Change in the Workpending resolution of the dispute. The Contractor shall thereafter be subject to the terms of Paragraph 13.2regarding its claims for any difference.

12.5 FINAL SETTLEMENT. Agreement to any Change Order shall constitute a final settlement of all mattersrelating to the Change in the Work which is the subject to the Change Order, including, but not limited to, all directand indirect costs associated with such change and any and all adjustments to the Contract Sum and the ContractTime. In the event a Change Order increases the Contract Sum, Contractor shall include the Work covered by suchChange Order in Applications for Payment as if such Work were originally part of the Contract Documents.

ARTICLE 13CLAIMS

13.1 CLAIMS FOR EXTENSIONS OF CONTRACT TIME. Except as provided in Subparagraph 8.3.1,above, no claim by the Contractor for an extension of the Contract Time or any Milestones shall be consideredunless made in accordance with this Paragraph 13.1. The Contractor shall not be entitled to any extension of theContract Time or any Milestones as a result of any cause unless it shall have given written notice to the Companywithin fourteen (14) days following the commencement of each such condition or cause of the occurrence andprobably duration thereof, The Contractor hereby waives any claims for any such extensions not timely made in

13.2 CLAIMS FOR INCREASES IN CONTRACT SUM. Except as otherwise provided in Paragraph 12.2,no claim by the Contractor for an increase in the Contract Sum shall be considered unless made in accordance withthis Paragraph 13.2. The Contractor shall give the Company written notice of any such claim not later than fourteen(14) days after the occurrence of the event giving rise to the claim (including, without limitation, any Company

overhead, ripple effect, or expenses of any nature whatsoever which the Contractor, or its Subcontractors or Sub-subcontractors, may suffer or incur. Claims shall be made in writing and shall identify the instructions or othercircumstances that are the basis of the claim and shall set forth the Contractor's best estimate of the dollar amountclaimed. No claim shall be considered by the Company if the Contractor has otherwise waived its rights to file aclaim pursuant to the Contract Documents.

13.3 NO OTHER CLAIMS. The parties acknowledge that the provisions of Paragraphs 13.1 and 13.2 areincluded herein for the purpose of fixing and limiting the time within which, and the manner in which claims mustbe made; and that Paragraphs 13.1 and 13.2 do not grant to the Contractor any right to increases in the ContractSum, or extensions in the Contract Time or any Milestones, not otherwise permitted or provided by the other termsand provisions of the Contract Documents.

ARTICLE 14UNCOVERING AND CORRECTION OF WORK;COMPANY'S RIGHT TO CARRY OUT WORK

14.1 UNCOVERING OF WORK.

14.1.1 If any portion of the Work should be covered contrary to the instructions or request of theCompany or the requirements of the Contract Documents, the Contractor shall, if required by the Company, uncoversuch portion of the Work for the Company's observation and shall replace such Work all at the Contractor'sexpense.

14.1.2 If any portion of the Work should be covered prior to a specific request for observation orinstruction by the Company, the Company may request to see such Work, and it shall be uncovered by theContractor. If such Work is found to be in accordance with the Contract Documents and without defect, the cost ofuncovering and replacement shall, by appropriate Change Order, be charged to the Company. If such Work is foundto be defective or not in accordance with the Contract Documents, the Contractor shall bear such costs; provided,however, that if it is found that the condition was caused by a Separate Contractor employed as provided in Article7, the Contractor shall have the right to see reimbursement of the costs it incurs as aforesaid from said SeparateContractor.

14.2 CORRECTION OF WORK.

14.2.1 The Company shall have the authority to reject any portion of the Work which is defective or doesnot conform to the Contract Documents, and the Contractor shall promptly correct all Work so rejected by theCompany, whether observed before or after the Date of Substantial Completion and whether fabricated, installed orcompleted. In order that such corrective Work shall not interrupt or delay the Company's schedule for completionof the Project or, if applicable, disturb the occupants of the completed Project, the Contractor shall perform suchWork according to a schedule therefor established by the Company (which may provide that the same be performedon overtime, shift work, Saturdays, Sundays and/or holidays), utilizing in the performance thereof such manpoweras is necessary to complete the corrective Work in accordance with said schedule. The Contractor shall bear allcosts of correcting such rejected Work including, without limitation, compensation for any additional architecturaland engineering services made necessary tI

cuments, any of the Work is found to be defective or not inrdance with the Contract Documents, the Contractor shall correct it promptly after receipt of written instructions

to that effect from the Company unless the Company has previously given the Contractor a written acceptance ofsuch condition.

The Contractor shall remove from the Job Site all Work which is defective or non-conforming and

142.4 The Contractor shall bear the cost of making good all work of Separate Contractors (and any ofthe Company's other structures or facilities) destroyed or damaged by such removal or correction.

142.5 If the Contractor does not remove such uncorrected, defective or non-conforming Work within areasonable time fixed by written instructions to that effect from the Company, the Company may remove it and storethe materials and equipment at the expense of the Contractor. If the Contractor does not pay the cost of suchremoval and storage within ten (10) days thereafter, the Company may, upon ten (10) additional days writtennotification to the Contractor, sell such materials and equipment at public or private sale and account to theContractor for the net proceeds thereof, after deducting all the costs that should have been borne by the Contractor,including compensation for any additional architectural and engineering services and attorneys' fees made necessarythereby. If such proceeds of sale do not cover all costs which the Contractor should have borne, the difference shallbe deducted offset against any amounts then or thereafter due to the Contractor. If the amounts then or thereafterdue to the Contractor are not sufficient to cover such difference, the Contractor shall, upon demand, pay the same tothe Company. The obligations of the Contractor under this Subparagraph 14.2.5 shall be in addition to, and not inlimitation of, any obligations imposed on it by law, by any other provision of this Contract or by any warranty orguarantee under this Contract.

14.2.6 If the Contractor fails to correct any defective or non-conforming Work, the Company may correctit in accordance with Paragraph 14.3. In the event of a defect found after final acceptance of the Work by theCompany which the Contractor is obligated to correct pursuant to Subparagraph 14.2.2, the Company, at its option,after giving the Contractor an opportunity to correct such defect, may cause such corrective Work to be performedby others and charge the Contractor with the cost thereof. Such charge shall be due and payable by the Contractorupon demand. The Contractor's obligations under this Paragraph 14.2 shall survive the expirations or soonertermination of this Contract.

14.3 COMPANY'S RIGHT TO CARRY OUT WORK. If the Contractor fails to carry out the Work inaccordance with the Contract Documents or fails to perform any provision of this Contract, and such failure shallcontinue for a period of seven (7) days after written notification thereof from the Company (or if such failure cannotbe reasonably remedied within such seven (7) day period, and Contractor does not (in the sole determination ofCompany) undertake in good faith the remedy of the same within said period and thereafter proceed diligently tocompletion), then the Company, without prejudice to any other remedy the Company may have, may make goodsuch deficiencies; provided, however, that in the event of an emergency, as determined by the Company, nonotification shall be required. The Company shall have the right to take possession of such portion of the Job Site aswill enable it to make good such deficiencies and, in connection therewith, to utilize the materials, equipment, tools,construction equipment and machinery of the Contractor located on the Job Site. If the Company makes good anysuch deficiencies, the costs of correcting the same including, without limitation, compensation for additionalarchitectural and engineering services made necessary by such default, neglect or non-performance, shall bededucted or offset against any amounts then or thereafter due to the Contractor. If the amounts then or thereafterdue to the Contractor are not sufficient to cover such costs, then the Contractor shall, upon demand, pay thedifference to the Company.

14.4 ACCEPTANCE OF DEFECTIVE OR NON-CONFORMING WORK. If the Company prefers toaccept defective or non-conforming Work, it may do so instead of requiring its removal and correction, in whichcase an appropriate amount shall be offset against any amounts then or thereafi

ARTICLE 15TERMINATION OF CONTRACT

15.1

TERMINATION BY CONTRACTOR. If the Company should, without noti'ing the

terminate this Contract, and receive payment for Work properly performed in accordance with Paragraph 15.3,below. If the Company shall cure its said default within such fourteen (14) day period, then the Contractor's noticeof termination shall thereby be rendered ineffective, and this Contract shall continue in full force and effect. Prior totermination as aforesaid, the Contractor shall not delay or suspend the Work in whole or in part. Except ashereinabove provided, the Contractor expressly agrees that no default, act or omission of the Company shall entitlethe Contractor to cancel, rescind or terminate this Contract or suspend or abandon its performance of the Work.

15.2 TERMINATION BY COMPANY FOR CAUSE.

15.2.1 If the Contractor should become insolvent, file any bankruptcy proceedings, make a generalassignment for the benefit of creditors, suffer or allow appointment of a receiver, refuse, fail or be unable to makeprompt payment to Subcontractors, disregard applicable laws, ordinances, governmental orders or regulations or theinstructions of the Company, or if the Contractor should otherwise be guilty of a violation of, or in default under,any provision of the Contract, then the Company, without prejudice to any other right or remedy available to theCompany and after giving the Contractor and it surety, if any, three (3) days written notice, may terminate theContract and the engagement of the Contractor on the Project, take possession of the Job Site and of all materials,equipment, tools, construction equipment and machinery thereon owned by the Company and finish the Work bywhatever method the Company may deem expedient. In addition, without terminating this Contract as a whole, theCompany, under any of the circumstances set forth above, may terminate any portion of this Contract (by reducing,in such manner as the Company deems appropriate, the scope of the Work to be performed by the Contractor) andcomplete the portion of this Contract so terminated in such manner as the Company may deem expedient, takingpossession of such part of the Job Site and utilizing such materials, equipment, tools, construction equipment andmachinery owned by the Company as may be necessary to accomplish the same. The Contractor hereby grants tothe Company the further right: (a) to enter upon any premises or property other than the Job Site in order to takepossession of any materials, tools, equipment, machinery or other items intended for incorporation in the Work (orany portion thereof) or for use in the performance thereof and (b) to receive an assignment of such subcontracts asthe Company deems necessary or desirable at the time of termination of this Contract or a portion thereof

15.2.2 If this Contract is terminated pursuant to Subparagraph 15.2.1, the Contractor shall not be entitledto receive any further payment until the Work is completed, and the Company shall have the same right to retainmonies owing to the Contractor as it would have to retain such monies from and against final payments. Upon thecompletion of the Work, the Company shall make payment to the Contractor, if applicable, as provided in Article 13of the Agreement, or the Contractor shall reimburse the Company, as the case may be, as provided in Article 13 ofthe Agreement. If a portion of this Contract is terminated pursuant to Subparagraph 15.2.1, such termination shallnot be treated as a reduction in the scope of the Work pursuant to Article 12. Rather, in such event, the Companyshall deduct or offset against any monies then or thereafter due to the Contractor an amount determined by theCompany to be adequate to cover all costs and expenses it will incur in performing, or causing to be performed, theportion of this Contract so terminated. If the Company's costs and expenses prove to be less then the amountdeducted or offset, the Contractor shall be entitled to the difference unless otherwise provided herein. If the amountthen or thereafter due to the Contractor is less than the amount to be deducted or offset and/or if the Company'scosts and expenses prove to exceed the amount deducted or offset, the Contractor shall pay the difference to theCompany upon demand.

15.3 TERMINATION BY COMPANY WITHOUT CAUSE. Without limitation to the provisions ofParagraph 15.2, the Company shall have the right at any time, upon not less than three (3) days notice to theContractor, to terminate this Contract without cause and/or for the Company's convenience. Upon receipt of suchnotice of termination, the Contractor shall forthwith discontinue the Work and remove its equipment and employees

n the Job Site. In the event of termination under this Paragraph 15.3, the Contractor shall have the right, as its

materials that were ordered prior to Company's termination notice. In no event shall Company be responsible forContractor's lost profits or consequential damages. In addition, without terminating this Contract as a whole, theCompany, for its convenience, may terminate a portion of this Contract (by reducing, in such manner as theCompany deems appropriate, the scope of the Work to be performed by the Contractor), in which event suchtermination of a portion of this Contract shall be treated as a reduction in the scope of the Work pursuant to Article12.

ARTICLE 16MISCELLANEOUS PROVISIONS

16.1-16.3

Reserved

16,4 PERFORMANCE AND PAYMENT BONDS. Unless waived or otherwise agreed by the Company, theContractor shall furnish before commencing any Work hereunder (and if directed by the Company shall require allor certain of its Subcontractors to furnish) a bond covering the faithful performance of this Contract (or any suchsubcontract), as revised or modified from time to time, and a bond covering the payment of all obligations arisingthereunder, each in the full Contract Sum, as revised or Modified from time to time, and with such sureties licensedin California and as may be approved by the Company. The Company shall be named as an obligee on any suchbonds. If such bonds, or either of them, are stipulated in the bidding documents or in the Contract Documents, thepremium therefor shall be paid by the Contractor (or appropriate Subcontractors); but if required or increased inamount pursuant hereto subsequent to award of Contract or due to Changes in the Work, the premium therefor shallbe reimbursed by the Company. The Contractor shall deliver promptly, and in any event no later than ten (10) daysafter notice of award, to the Company any required bonds or amendments thereto. The Contractor's failure to timelyobtain and deliver the required bonds or amendments thereto shall constitute cause for the Company to terminatethis Contract (or for the Contractor to terminate the any subcontract). The Company shall not be obligated torespond to, and the Contractor shall assure that the Company is not sent, any job status inquiries from theContractor, any surety, or any of their accountant or independent auditors.

16.5 MAINTENANCE OF HARMONIOUS RELATIONS. The Contractor is hereby advised that anyportion of the Project, or other projects in proximity to the Project may be subject to, and governed by, certain unionor trade agreements. It is the policy of the Company to promote and maintain harmonious relationships inconnection with the Project. The Contractor and its Subcontractors and Sub-subcontractors shall follow this policy;and shall utilize only qualified persons or organizations in the performance of the Work, A qualified person ororganization is one: which is not likely to promote labor unrest on the Project; which shall abide by all local, stateand federal labor and employment relation rules, regulations and laws, whose financial stability is reasonablyassured throughout the duration of the Contract; and whose commitments to other projects are not likely to interferewith its ability to perform its portion of the Work efficiently and cost effectively. The Company reserves the right todisapprove, or to require the removal of, any person or organization who is being considered for, or has received, anaware to perform all or a portion of the Work but has failed to demonstrate the willingness or ability to follow thispolicy.

16.6 UNION AGREEMENTS. Regardless of the expiration of any collective bargaining agreement during theterm of this Contract which may affect the Contractor in any of its activities including, without limitation, with

the Work or the Project, the Contractor is obligated to man the job and properly and timely perform the

d actions to be taKer! ov inc uomnanv 111 resnonse tilereto and shall pertbrm any actionsrequested by the Company to eliminate, neutralize or mitigate the affects of such actions on the progress of theWork and the impact of such actions on the public access to the Company's facilities. It is the Contractor'sobligation, at the Contractor's own cost and expense, to take all steps available to prevent any persons performingthe Work from engaging in any disruptive activities such as strikes, picketing, slowdowns, job actions or workstoppages of any nature or ceasing to work due to picketing or other such activities, which steps shall include,

16.7

Reserved.

16.8

GENERAL.

16.8.1 Unless otherwise specified, article, paragraph and subparagraph references appearing in theseGeneral Conditions are to articles, paragraphs and subparagraphs herein.

16.8.2 Unless otherwise specifically provided herein, the Company may withhold any consents,approvals or waivers required of it pursuant to this Contract in its sole discretion.

END OF THE GENERAL CONDITIONS

EXHIBIT CRi 10725

CHANGE ORDER

This Exhibit C is attached to and made a part of the Master Construction Agreement dated as of August 24, 2011between SONY PICTURES STUDIOS Inc.("Company") and Hoiwick Constructors, Inc. ("Contractor").

CONTRACTOR NAME:

CONTRACT NUMBER:

CHANGE ORDER NO.:

DATE:

The Company hereby gives the Contractor a Change Order for, and the Contractor agrees to provide and perform, hematerials and Work described below:

SEE ATTACHED SCHEDULE A FOR DESCRIPTION OF WORK

1. Original Contract Sum:

$2. Previous Change Orders - No. ____________ thru ___________

$3. Adjusted Contract Sum thru Change Order No:

$4. Lump Sum Amount of this Change Order No:_____________

$5. Adjusted Contract Sum $6. Original Contract Time:7. Total Days Extension Granted by this Change Order:8. Adjusted Contract Time: -

Any funds payable to the Contractor hereunder are hereby declared to constitute trust funds in the hands of theContractor to be first applied to the payment of Subcontractors, laborers and materialmen, arid other cost ofconstruction, pursuant to law.

The total amount of this Change Order includes all applicable taxes, insurance, bond, delivery, supervision,overhead, profit, labor, labor impact, materials, changes, delays, acceleration and inefficiency, or any claimstherefore, and the Contractor hereby waives any and all claims for such items associated with or related to the Workcovered by this Change Order.

This Change Order represents the entire and integrated agreement between the parties, and supersedes all priornegotiations and qualifications, for this change in scope; but this Change Order and the Work contemplated hereinis, except as otherwise specifically provided herein, subject to all the terms and conditions of the Contract including,without limitation, those concerning payment.

COMPANY:

CONTRACTOR:

Authorized Signature

Authorized SignaturePrint Name:

Print Name:Title:

Title:Date: __________________

Date:______________________________________

(SCHEDULE A)CHANGE ORDER

DESCRIPTION OF WORK

CONTRACTOR NAME:

CONTRACT NUMBER:

CHANGE ORDER NO:

DATE:

rn

ition Value

INIT

EXHIBIT DR110725

CLOSE OUT-CHANGE ORDER

This Exhibit D is attached to and made a part of the Master Construction Agreement dated as of July 25, 2011between Sony Pictures Studio's Inc. ("Company") and DPR Construction Inc. ("Contractor").

CONTRACTOR NAMECONTRACT NUMBERCHANGE ORDER NO.:DATE:

This Close Out - Change Order and Documents, is made effective as of the

day of ___________, 20, by andbetween the Company and the Contractor.

WHEREAS, the parties desire to close-out the above referenced Contract based upon the Contract Documents as,and to the extent, modified below.

NOW THEREFORE, in consideration of the covenants hereinafter set forth, the parties agree as follows:1. The current status of the Contract is as follows:

ORIGINAL CONTRACT SUM

$___________

TOTAL NET CHANGE BY PREVIOUS CHANGE ORDER

$___________

CONTRACT SUM PRIOR TO THIS CHANGE ORDER

$____________

CONTRACT SUM INCREASE WITH THIS CHANGE ORDER $___________

FINAL CONTRACT SUM (Including this Change Order)

$________________

The Contractor certifies that all Work covered by the Contract and Change Orders No.

through

hasbeen completed in accordance with the terms of the Contract, including all punchlist items.INITIALS:

Contractor

Company

CONTRACTOR NAMECONTRACT NUMBERCHANGE ORDER NO.:

rms of this Close-Out Change Order, constitute material consideration and representations to the Company toinduce the Company into execution of this Close-Out Change Order.

67916v2

Di

CONTRACT CLOSE-OUT DOCUMENTS

Attachment "A" General ReleaseAttachment "B" Contractor's AffidavitAttachment "C" Waiver of Lien/Litigation ListAttachment "D" Contractor's Guarantee to Company

RETAINAGEWithin 30 working days after approval by Company of the Contract Close-Out Documents submitted byContractor hereunder and satisfaction by Company that Contractor shall have complied with all provisionsof the Contract Documents, final payment, constituting the entire unpaid balance of the Contract Sum shallbe paid by the Company to the Contractor, subject to Paragraph 11.3 of the Agreement.

4. The Contractor represents to the Company that:

4.1 There are no outstanding claims which the Contractor has against the Company or SeparateContractors, their subcontractors or sub-subcontractors, on the Project, and to the best of itsknowledge, there are no outstanding claims against Contractor, its Subcontractors or Sub-subcontractors, by Separate Contractors or their Subcontractors or Sub-subcontractors on the Project,except those specifically listed herein

4.2 Without limitation upon the indemnity provisions contained in the Contract, the Contractor shallremain responsible for and shall indemnify, defend and hold harmless the Company, from any and allactions and causes of actions, claims, suits, losses, liabilities, expense, damages, demands and rightswhatsoever made by Subcontractors, Sub-subcontractors, Separate Contractors, or any other thirdparties, arising out of or related to the Project.

4.3 If requested by the Company, the Contractor shall cooperate with the Company in gathering andproviding information to the Company regarding any claims by or against Separate Contractors.

5.0 The Contractor hereby certifies and warrants that all charges for labor, materials, supplies, equipment, lands,licensees, and other expenses under the Contract incurred up to and including the date hereof, for which theCompany might be sued or for which a lien might be filed, have been fully satisfied, paid in full and released,except for those names listed on the attached Contractor's Affidavit and that those listed on the Contractor'sAffidavit shall be fully satisfied, paid in full and released prior to final payment as provided herein.

6.0 All other obligations of the Contractor under the Contract Documents remain unchanged and shall survive thedisbursement of final payment and the closing hereon.

THE COMPANY:

THE CONTRACTOR:

Authorized Signature

Authorized SignaturePrint Name:

Print Name:

ATTACHMENT "A"CLOSE OUT - CHANGE ORDER

GENERAL RELEASE

CONTRACT NO. __________

FOR AND IN CONSIDERATION OF THE SUM OF 5, as TOTAL PAYMENT, the undersigned, herebyfully and forever releases, acquits and discharges SONY PICTURES STUDIOS INC., its related and affiliatedcompanies, and their agents, employees, consultants, officers, directors, successors and assigns, all of whom arehereinafter referred to as "Releasee", from all manner of action and causes of action, suits, claims, judgments,liabilities, demands, expenses, damages and rights whatsoever, in law or in equity, now existing or which mayhereafter accrue in favor of the undersigned including, without limitation, any and all liability arising out of or inconnection with that certain construction Contract dated Contract Number between SONYPICTURES STUDIOS INC. and ______________ and all work, labor and materials furnished, performed orprovided pursuant thereto or otherwise for the __________________________________________

The undersigned covenants that except for actions and suits based upon breaches of the terms of this Release, it shallnot commence or prosecute any action or suit in law or in equity, against the Releasee on account of any action orcause of action which now exists or which may hereafter accrue in its favor.

In addition to any other liability which shall accrue upon the breach of the covenants contained herein, undersignedshall be liable to pay all reasonable attorneys' fees and costs incurred by the Release in the defense of any suchaction or suit.

The undersigned hereby expressly acknowledges that it is familiar with the provisions of Section 1542 of theCalifornia Civil Code, which provides as follows:

A general release does not extend to claims which the creditor does notknow or suspect to exist in his or her favor at the time of executing the release,which if known to him or her must have materially affected his or her settlementwith the debtor.

BEING AWARE OF THIS STATUTE, THE UNDERSIGNED HEREBY EXPRESSLY AND KNOWINGLYWAIVES AND RELINQUISHES ANY RIGHTS THE UNDERSIGNED MAY HAVE UNDER THIS STATUTE,AS WELL AS UNDER ANY OTHER STATUTE OR PRINCIPLE OF LAW OR EQUITY OF THE SAME ORSIMILAR EFFECT IN FORCE ANYWHERE IN THE WORLD, WITH REGARD TO THE RELEASES SETFORTH HEREIN, AND THE UNDERSIGNED AGREES THAT NO SUCH STATUTE OR PRINCIPLE OF LAWOR EQUITY IN FORCE ANYWHERE IN THE WORLD, INCLUDING SECTION 1542 OF THE CALIFORNIACIVIL CODE, SHALL AFFECT THE VALIDITY OR SCOPE OR ANY OTHER ASPECT OF THE RELEASESSET FORTH HEREIN.

WITNESS our hands this _________of_______________________ , 200_.

WITNESSES:

CONTRACTOR:

Print Name & Title

STATE OF____

COUNTY OF

The foregoing instrument was acknowledged before me this _____ day ofby

as

on behalf of the

_____

NOTARY PUBLIC

___________________County

My Commission Expires: _________

INITIALS:

ATTACHMENT "B"CLOSE OUT - CHANGE ORDERCONTRACTOR'S AFFIDAVIT

FROM:

TO:

SONY PICTURES STUDIOS INC.

The undersigned, being duly sworn, upon his oath deposes and says:

That he is over the age of eighteen (18) years, has personal knowledge of the following facts, is authorizedto make this Affidavit on behalf of the Contractor named above, and that this Affidavit is, in fact, made onbehalf of said Contractor.

2. That this Affidavit is made with respect to Contract No

, dated__________________, 19_, for

3. That all Work performed under the above Contact through the date of this Affidavit has been performed inaccordance with the terms of said Contract.

4. That the Contractor covenants and warrants that all labor, materials, equipment, services, and other itemsincluding, without limitation, all amounts due and owing to all persons, firms, corporations, union welfareor benefit funds (if any), furnished pursuant to the above Contract and any additions or changes thereto,have been paid in full as of the date of this Affidavit, and that waivers of lien through the date of thisAffidavit have been obtained from all persons, firms and corporations who have furnished services, labor,materials, equipment and supplies, except as otherwise indicated in Schedule A attached.

CONTRACTOR:

Authorized Signature

Print Name & Title

Subscribed and sworn to before me, this _______ day of

, 19.

NOTARY PUBLIC

___________________County My Commission Expires:

SCHEDULE A)CLOSE OUT CHANGE ORDERCONTRACTOR'S AFFIDAVIT

DATE:

FROM:

TO:

RE:

The following are ALL the amounts due and owing to all persons, firms, corporations and union welfare and benefitfunds (if any) who have furnished services, labor, materials, equipment or supplies, with respect to the abovereferenced Contract. All amounts, represent, the total amount due and owing as of the date hereof AND anycontested, claimed, or unissued credits are specifically noted next to the amounts due and owing.

NAME

AMOUNT DUE AND OWING OTHER

ATTACHMENT "C"CLOSE OUT - CHANGE ORDER

WAIVER OF LIEN/LITIGATION LIST

CONTRACTOR:CONTRACT NO.:

All of the following have filed one or more of the following Notices:

(NTC) NOTICE TO CONTRACTOR(NTO) NOTICE TO COMPANY(NONP)(NONP) NOTICE OF NON-PAYMENT(C OF L) CLAIM OF LIEN

Pursuant to the General Conditions, provide such releases, waivers, or satisfactions of lien (or other documentation)in such form as the Company may require for the following:

TYPE

COMPANY FILING NOTICE

UNDER AN ORDER GIVEN BY:

ATTACHMENT "D"CLOSE OUT CHANGE ORDER

CONTRACTOR'S GUARANTEE TO COMPANY

DATE:

TO:

PROJECT:

In consideration of the above referenced Contract and pursuant to the provisions thereof, the undersigned herebyguarantees to the Company, its successors and assigns, and any and all Work which the undersigned has contractedto perform, or cause to be performed, pursuant to the above-referenced Contract against any defects inworkmanship, materials andlor equipment. Such Work is defined in the Contract Documents and is generallydescribed as follows:

DESCRIBE WORK HERE:

In addition to the foregoing guarantee, the undersigned agrees to repair and/or, at the option of the Company, replaceat its own cost and expense any or all of the aforesaid Work that within a period of one (1) year from the date ofSubstantial Completion (or such longer period of time as may be prescribed by law or otherwise specified in theContract Documents) may prove to be defective in workmanship, material and/or equipment or in any way not be instrict accordance and compliance with the Contract Documents, together with any adjacent structures or facilitieswhich have been displaced or damaged by so doing or which may have been damaged as a result of any defect inworkmanship, material and/or equipment or the failure of the Work to comply with the Contract Documents. Allsuch repairs and/or replacements shall be performed in accordance with all agreements, terms, conditions, covenantsand provisions of the Contract Documents pursuant to which the said Work was performed, except that such repairsand/or replacements shall be without cost to the Company, its successors or assigns, or to any related company ofthe Company.

Should the undersigned fail to perform its obligations under this Guarantee promptly after being given notice of adefect by the Company, then the Company may, at its option, perform such corrective work or cause it to beperformed by others and charge the undersigned with the cost thereof, provided, however, that if, in the solejudgment of the Company, an emergency exists as a result of any such defect which, in the Company's opinion,requires more immediate corrective action than the undersigned is able to provide, then the Company may, withoutnotice to the undersigned, perform such corrective work or cause it to be performed by others and charge theundersigned with the cost thereof.

By:

Title:

Local Representative to Contact For Service:

Name:

Address:

563 2 p619 62

D8

EXHIBIT EFEES, COMPENSATION AND LOT RULES

R110725

This Exhibit E is attached to and made a part of the Master Construction Agreement dated as of August 24, 2011between SONY PICTURES STUDIOS Inc.("Company") and Hoiwick Constructors, Inc. ("Contractor").

1.0 Term1.1 From August 24. 201! until August 23, 2014, or until earlier termination of the Agreement, whichever is first.

2.0 Compensation:

2.1 All self performing labor and normal tools as well as associated corporate overhead are included in these rates.Normal time is understood to be all hours, Monday through Saturday. Rates are in effect for the term of thisAgreement.

Contract rates for Labor Standard Overtime Double-TimeClass Rate Rate Rate Rate01 Laborer $25.00 $37.50 $50.0002 Laborer Foreman03 Carpenter

04 Carpenter Foreman__________ __________ ______________

05 Superintendent $75.00 $75.00 $75.0006 Project Accountant $100.00 $100.00 $100.0007 Field Office Coordinator

__________08 Project Engineer $100.00

___________

$100.00_______________

$100.0009 Project Manager $175.00 $175.00 $175.0010 Mechanical Coordinator11 Estimator

__________

$175.00___________

$175.00_______________

$175.0012 Senior Estimator

__________13 Project Executive

__________

___________ _______________

14 Principal $250.00___________

$250.00________________

$250.0015 Safety

16 Courier_________ __________ ______________

17 Warehouse__________ ___________ _______________

18 Summer Intern/Field Eng._________

19 Information Systems Personnel__________ ______________

2.2 Fixed Fee Structure

than

Over $1,000,000 Between 10and 15 Weeks

1% 10%

avment Terms

3.1 Payment N30 days' upon completion of each work authorization.3.2 Retention is paid N-45 days' after completion of the scope of work covered in each work authorization.3.4 Contractor's Supervisor shall prepare daily T & M tickets to be signed by an authorized Company'srepresentative.

3.5 All labor and material quotes and invoices must be provided in detail by number of hours per position and themarkup authorized for rental, materials and disposal.

4.0 Lot RulesContactor must perform or provide the following information prior to receiving authorized entry to Company'sfacilities:

4.1 Learn and understand all lot rules and regulations regarding recycling, waste management, parking, fire safety,security, general conditions and other lot requirements.4.2 Provide MSDS reports if paint, solvent or chemicals are used in services;4.3 Provide manufacturer's warranty certificate if product; and4.4 Submit preventative maintenance proposal to project manager if applicable.

5.0 Supplier GuidelinesContractor is aware of and must comply with Company's supplier guidelines and policies, including itsISO1400I program per paragraph 6.2 while on Company property. Company's supplier guidelines can befound at: (ipj/jieipQn.cQfli).

6.0 Environmental Protection

6.1 Contractor agrees that all cleaning materials used on the premises will be those certified biodegradable and willreturn to their natural state within fifteen (15) days after entering the sewage system. Contractor will abide byany and all State and Federal environmental protection regulations existing or hereafter enacted during the termof this Agreement. Material safety data sheets shall be posted for all Contractor employees with copies suppliedto Company.

6.2 150 14001By reference herein, Contractor shall follow the established Company ISO 14001 guidelines in the performanceof its Work. Complete copies of each ISO guidelines shall be kept on file in the Safety Office.

Document Type Control Number or TitleReference

Level 3 150 14001 procedure SPE-6030A1 Objectives and Targets(SPE)

Level 3 ISO 14001 procedure__________________

SPE-6060A1___________________

General Record keeping(SPE)____________________Level 2 ISO 14001 procedure SPE-6062A1

______________________

Personal Protective(SPE)Level 2 ISO 14001 procedure

___________________

SPE-6070A1 Waste ManagementL(SPE)

e

2 ISO

0

pro cd r FSL207 A Nato

1 R

u c

aAZ Eney CiscratiorI evcl 3 ISO 14001 proceduro SPE 6078AI Construction andContractor Guidelines

EXHIBIT FRI 10725

WORK AUTHORIZATION

This Exhibit F is attached to and made a part of the Master Construction Agreement dated as of August 24, 2011between SONY PICTURES STUDIOS Inc.("Company") and Holwick Constructors, Inc. ("Contractor").

Work Authorization No.:

Date:

Project: __________________

NOW, THEREFORE, the parties do hereby mutually agree as follows:

A. The Project is located in __________________________

B. Contract Documents. Contractor shall perform the Work in strict compliance with the ContractDocuments, which consist of this Work Authorization, the Master Agreement (including the exhibits containedtherein), Exhibit 1, Progress Schedule; Exhibit 2, Cost; Breakdown of the Contract Sum; and Exhibit 3, ContractDocuments.

C. Contractor shall furnish all labor. material, equipment, services and competentsupervision incidental thereto necessary to perform all Work as shown on or reasonably inferable from the ContractDocuments. Contractor shall perform all Work in accordance with the specifications and requirements of the City of________________ County of ________________,and any other governmental agencies having jurisdiction thereof.Where provisions of pertinent codes and standards conflict with the specifications described herein, the morestringent provisions will govern.

D. Contract Sum. The Contract Sum for the Work shall be as set forth in Exhibit 2 attached hereto.

E. Commencement and Completion of Work. Upon execution of this Work Authorization,Contractor shall immediately commence the Work in accordance with the Contract Documents, and shall completethe Work in accordance with the schedule attached as Exhibit I hereto.

F. Project Representative. Company's representative is

whosetelephone number is (310) 244-1500.

[No payments in excess of the above GMP Fee amounts will be made unless such costs have the prior writtenapproval of Company.] Invoices shall be submitted monthly indicating the percentage of Services completed.Invoices should be addressed to the following address

a 90232

Please reference the above Work Authorization Number on all invoices to ensure timely payment.MAXIMUM VALUE OF THIS WORK AUTHORIZATION:

136 916w

F ,

the terms of the Master Agreement and the direction provided by the Companys Representative,who can be reached at (310)244-1500.

CONTRACTOR:

CONTRACTOR NAMEAuthorized Signature:Print Name/Title:Date

COMPANY:

SONY PICTURES STUDIOS INC.Authorized Signature:Print Name/Title:Date:

Architect's name and address:

Contractor's California License No.

Company's Construction Lender's address:

696v

14

EXHIBIT I TO EXHIBIT F, WORK AUTHORIZATION

PROGRESS SCHEDULE

[Include Commencement and Completion Dates]

EXHIBIT 2 TO EXHIBIT F, WORK AUTHORIZATION

COST BREAKDOWN OF THE CONTRACT SUM

[Include Fixed Fee + GMP, if applicable]

EXHIBIT 3 TO EXHIBIT F, WORK AUTHORIZATION

CONTRACT DOCUMENTS

LIDENTIFY ALL PLANS, DRAWINGS, AND SPECIFICATIONS,AND REPORTS APPLICABLE TO THE WORKI