Lansing BWL: REO Town Construction RFP

page 1 of 26
Reo Town Plant Construction Manager Request for Proposal

Reo Town Plant
Lansing Board of Water and Light, 1232 Haco Dr. 2011-04-19 pwk
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com

Reo Town Plant Construction Manager
Request for Proposal

BWL Reo Town Plant
1203 S. Washington Ave
Lansing, MI 48910

Submittal Due Date:
May 19, 2011
2:00pm Local Time

Prepared by:

Kramer Management Group, Inc.
Owners Representative
1232 Haco Dr.
Lansing, MI 48912
517-702-6076

BWL Reo Town Plant Page 2 of 26

Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
Table of Contents
1 General Information & Requirements ...............................................................3
1.1 General Information ...............................................................................3
1.2 Public Information ..................................................................................3
1.3 Type of Contract .....................................................................................3
1.4 Clarifications and Interpretations ............................................................4
1.5 Submission Requirements .....................................................................4
1.6 Point-Of-Contact ....................................................................................5
1.7 No Reimbursement for Costs .................................................................5
1.8 Eligible Respondents .............................................................................5
1.9 Evaluation of Proposal ...........................................................................5
1.10 Owners Reservation of Rights ...............................................................5
1.11 Acceptance of Evaluation Methodology .................................................6
2 Project Summary ..............................................................................................6
2.1 General Scope of Work ..........................................................................6
3 Project Milestone Schedule ..............................................................................7
4 Requirements for Proposal ...............................................................................8
4.1 Criteria 1: Update of Qualifications ........................................................8
4.2 Criteria 2: Pre Construction Phase Services ..........................................8
4.3 Criteria 3: Construction Phase Services ................................................9
4.4 Criteria 4: Start Up and Commissioning Plan ........................................9
4.5 Criteria 5: Coordination of Information. ..................................................9
4.6 Criteria 6: Detailed Project Schedule .....................................................9
4.7 Criteria 7: LEED
Certification Support and Administration ...................10

4.8 Criteria 8: Site Logistics Plan ................................................................10
4.9 Criteria 9: Financial Proposal ................................................................10
4.10 Criteria 10: Alternate for CCIP ..............................................................10
4.11 Criteria 11: Understanding and Acceptance of Owners Agreement .....11
4.12 Criteria 12: Execution of Proposal Form ...............................................11
5 Format for Proposal ..........................................................................................11
5.1 General Instructions ...............................................................................11
6 Attachments ......................................................................................................13
6.1 Attachment A- Project Description .........................................................13
6.2 Attachment B- CM Scope of Work .........................................................19
6.3 Attachment C- Proposal Form ................................................................23
6.4 Attachment D Opinion of Probable Cost Template ..............................24
6.5 Attachment E General Conditions Cost Format ..................................25
6.6 Attachment F Site Survey (Plant and Depot) ......................................26
6.7 Attachment G Preliminary Design Concept .........................................26
6.8 Attachment H Permit to Install .............................................................26
6.9 Attachment I Proposed Agreement ...................................................26
6.10 Attachment J Preliminary Geotechnical Report ..................................26
6.11 Attachment K Labor Management Cooperation Agreement ................26


Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
1 General Information & Requirements

1.1 General Information
The Lansing BWL (Owner) is soliciting Proposals (Proposals) for selection of a
Construction Manger at Risk firm (CM) for the Reo Town Plant (Project), in
accordance with the terms, conditions, and requirements set forth in this Request for
Proposal (RFP). This RFP is part two of the three part selection process previously
described in the Request for Qualifications (RFQ).
Only the Recipients of this RFP previously selected by the Owner, through the
Qualifications step, to advance to the second step of this process will be allowed to
propose on this Project. As such, the Owner will not consider Proposals from
individuals that did not adequately respond to the RFQ and were not specifically invited
to respond to this RFP.
This RFP requires specific technical responses regarding the selected firms approach and
ability to provide the services required for this project. Based upon the review of this
Proposal, some or all of the respondents will be required to attend an interview with the
Owner to support their proposal and answer any additional questions.
The successful firm must demonstrate to the Owner that they best meet the Criteria
defined in this RFP, and the previously submitted RFQ.
After the interview process has been completed and by utilizing weighted average
selection criteria, the Owner may then identify the firm that provides the overall best
value to the Owner and request further clarifications of that firm, or enter into final
negotiations for a professional services Agreement for the Project.

1.2 Public Information
The BWL is subject to the Freedom of Information Act (MCL 15.231 et seq.). All
information, documentation, and other materials submitted in response to this solicitation
are considered non-confidential and/or non-proprietary and are subject to public
disclosure. The BWL will make the compiled information available for public inspection
at the end of its evaluation process.

1.3 Type of Contract
The selected firm shall enter into the Owners Agreement for Construction Management
Services included within this RFP. The Owner intends to execute this document as
provided herein except for the incorporation of information required to complete the
Agreement. Any requested modifications to the terms and conditions must be clearly
defined by the Respondent in their Proposal for consideration by the Owner. Requested
modifications to the Agreement should be limited and may be considered relevant in the
selection process. Owner will not consider any other form of agreement submitted by the
Respondent.


Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
1.4 Clarifications and Interpretations
Requests for information must be provided in writing to the Point of Contact and
submitted no later than May 9, 2011.
Any clarifications and/or interpretations of this RFP that materially affect and/or change
its requirements will be issued by a written Amendment by the Owner and sent to each
qualifying firm. Firms shall be responsible to acknowledge receipt of and incorporate
each into its Proposal.
Interpretations and/or clarifications in any other form, including oral statements, will not
be binding on the Owner and should not be relied on in preparing the Proposal
The Owner will allow all Respondents the opportunity to schedule an optional 1 hour
private consultation with the Owner for no more than 2 members of the Responding
team. This consultation will not allow for any presentation of marketing or proposal
information of any kind and is being offered solely for the benefit of allowing the
Respondent to ask detailed questions about the project. Any questions raised during this
consultation may be answered to all Respondents via Addendum to the RFP if such
questions require modifications to the requirements of the RFP. Respondents must
contact the Owner through the Point of Contact listed in this RFP to set up this
consultation.
Any other contact with the Owner, EA or Agents of the Owner during this solicitation,
other than through the P.O.C, may result in disqualification of Respondent from further
consideration.

1.5 Submission Requirements
The submission due date for sealed Proposals is Thursday May 19, 2011 at 2:00 P.M.
Local Time as specified on the Notice to Bidders. Any proposals received after the
established time and date will be returned unopened and excluded from consideration.
Firms shall be required to submit eight (8) copies of their Proposal which shall include
the following: eight (8) identical copies of the Proposal package, along with one (1)
electronic submittal copy in non-protected, Adobe PDF format. Each copy of the
Proposal package must include an original signature to be included on the Proposal
document submitted. Electronic copies shall be on a USB Flash Drive or DVD within the
sealed package.
Firms are hereby notified that the Owner will not acknowledge and/or receive Proposals
that are delivered and/or sent by telephone, facsimile (fax), or electronic mail (e-mail).
Firms are hereby notified that late Proposals will not be considered.
Proposals will not be returned to Respondent.
Proposal materials must be enclosed in a sealed envelope, box or container, and
addressed as specified in the Notice to Bidders, and received no later than the date and
time listed above.


Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
1.6 Point-Of-Contact
The Owner designates the following person as its representative and Point-of-Contact for this
RFP. Respondents shall restrict all contact with the Owner and direct all questions regarding this
RFP, including questions regarding terms and conditions, to the Point-of-Contact person.

Pete Kramer
Owners Representative
Reo Town Plant
1232 Haco Dr.
Lansing, MI 48912
Pete.kramer@kramerMG.com
517.702.6076

Ship/Mail Clearly Marked Proposals to:

Lansing BWL
Attn: Dan MacLennan
Manager, Purchasing and Warehouse Operations
Reo Town Plant- Proposal
1110 S. Pennsylvania
Lansing, MI 48912

1.7 No Reimbursement for Costs
Respondents acknowledge and accept that any costs incurred from their companys
participation in this RFP process shall be at the sole risk and responsibility of the
Respondent. Owner shall not reimburse or otherwise compensate Respondents for the
cost of submitting a Proposal.

1.8 Eligible Respondents
Only individual firms or lawfully formed business organizations may apply (this does not
preclude a firm from utilizing consultants). The Owner shall contract only with an
individual firm or a formalized business organization that submits a Proposal.
Respondents shall demonstrate proper registration and licensing of their firm related to
the services requested in this RFP.

1.9 Evaluation of Proposal
The evaluation of the Proposal shall be based on the requirements described in this RFP.
Following the Owners selection process, some or all of the respondents will then be
invited to the final stage (Part 3 Owners Selection Committee Interview).

1.10 Owners Reservation of Rights
The Owner may evaluate the Proposal based on the anticipated completion of all or any
portion of the Project. The Owner reserves the right to divide the Project into multiple

Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
parts (including the components of services outlined in this RFP), to reject any and/or all
Proposals and re-solicit for new Proposals, or to reject any and all proposals and
temporarily or permanently abandon the Project. Owner makes no representations,
written or oral, that it will enter into any form of agreement with any respondent to this
RFP for any project and no such representation is intended or should be construed by the
issuance of this RFP.

1.11 Acceptance of Evaluation Methodology
By submitting its Proposal in response to this RFP, respondent accepts the Owners
evaluation process and acknowledges and accepts that determination of the most
qualified firm(s) and the best value to the Owner will require subjective judgments by
the Owner related to the evaluated firms response to the Criteria outlined in section 4 of
this RFP. Respondent hereby waives any claim against the Owner related to this
evaluation method.

2 Project Summary

2.1 General Scope of Work

Generally, the scope of the CM services under this RFP will include all Pre-Construction,
Construction, Start Up, Commissioning, Performance Testing, Certifications, and Close out
responsibilities for the completion of the Reo Town Plant in its entirety, including but not limited
to the general elements summarized below.
Infrastructure, Utilities, and Site Improvements for entire BWL property including
connection to the public infrastructure (including Depot site improvements and utilities)
Building Structure, Architecture, Enclosure, Mechanical, Electrical, and Plumbing, for
the Plant facility
Core and Shell for approximately 45,000 sf office as a component of the Plant facility
Expedite delivery, Receive, Inspect, Properly Store, Install, Start up, and Commission all
Equipment Provided by the Owner.
Provide the Balance of Plant and all Systems required for completed facility
Start Up, Commissioning, Performance Testing, and Transition (Turn Over, Training) for
all Plant systems.
Plant Switchyard and On-Site Structures required to connect to existing 138 kV
transmission systems.
Outgoing Steam Line construction from the Plant to the Property Line.
All other CM work required for a complete and operational facility not specifically
excluded in the following section.

More detailed CM Scope of Work assignments and responsibilities are described in Attachment
B to this RFP and the Agreement.

Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com

Services specifically excluded from the Work requested under this RFP are:
Construction Management services for the commercial interiors of the 45,000 sf Plant
Office Building.
Construction Management services for the adaptive reuse of the historic Grand Trunk
Western Depot
Offsite Utilities and Infrastructure projects required beyond the Owner's Property Line, or
otherwise provided by the Owner except for the connection of site utilities to the public
infrastructure.
Decommissioning and Demolition work in the Existing Moores Park Station.

3 Project Milestone Schedule

The following schedule outlines the general milestones required for the design and construction
of the Reo Town Plant subject to adjustment and modification by the Owner. This schedule is
subject to the final negotiation of major equipment procurement dates. Proposals must address
any anticipated modifications to this schedule.

Activity Completion Date
Issued CTG/STG/HRSG Bid Packages April 18, 2011
Issued CM RFP April 19, 2011
CTG/STG/HRSG Bids Due May 6, 2011
CM Proposals Due May 19, 2011
CM Interviews May 26, 2011
Award CM Contract June 1, 2011
Award CTG/STG/HRSG Purchase Orders June 1-June 15, 2011
Owners Commencement of onsite Construction Activities (Steam Vault) June 15, 2011
Bid/Award Piling and Site Utilities/Infrastructure Packages July 1/July 30, 2011
CM Commence On Site Construction Activities August 1, 2011
Receive Foundation, Structure, Enclosure bid package August , 2011
Receive Balance of Plant Bid Documents December, 2011
Submit GMP Proposal January 30, 2012
Receive CTG/STG/HRSG Equipment June/July 2012
Mechanical Completion of Plant April 1, 2013
Substantial Completion/Commercial Operations Date June 1, 2013
Final Completion & Close Out August 1, 2013


Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
4 Requirements for Proposal

Respondents shall carefully read the information contained in the following Criteria and submit a
response to all questions in this section, formatted as directed in Section 5Format Requirements
for Proposal. Incomplete Proposals may be considered non-responsive and rejected in their
entirety.

4.1 Criteria 1: Update of Qualifications
Based on the additional information provided in this RFP, Respondent may update
previously submitted Qualifications to reflect the current understanding of the Project
Requirements.
Re-submit team member chart and/or description of individual team member
responsibilities identifying any changes from the previously submitted Qualifications.
For any team members, who are not full time employees of the Respondent, provide
specific details as to the contractual relationship between the CM and the individual team
members or consultants. Describe sufficiently the contractual obligation such individuals
or consultants have to the Owner and how the performance of such services are to be
guaranteed to the satisfaction of the Owner.

4.2 Criteria 2: Pre Construction Phase Services
Provide your approach for pre construction phase services on this project. Specifically
address your work plan and description of tasks required to ensure the project is planned
in accordance with the Owners Operating Characteristics, the Construction Documents
and within the Owners required Budget and Schedule.
Describe your approach to secure the performance of sub contractors. If products other
than PLM Bonds are proposed for this project, provide a description of the methods
proposed and the costs of such products. Include the costs of such products in your
opinion of probable cost.
Provide your opinion of probable cost for the completion of the Plant in the format
requested in Attachment D. The Owner has just released bidding documents for the
CTG, HRSG, and STG Equipment packages. Therefore Respondents must not contact or
request preliminary pricing from vendors for those three items, or interfere with that
bidding process in any way. Any opinion of cost on those three items must be provided
based on your historical data and experience as a qualified bidder for this work.
Maintain the separation of costs for all other Major Equipment being provided by the
Owner. Identify your anticipated Cost of the Work as described in the Agreement.
Include the cost of your services and associated items, proposed as multipliers to the Cost
of Work, as required in Criteria 9.
Describe your proposed methodology for providing a Guaranteed Maximum Price
Proposal as described in the Agreement in accordance with the Milestone Schedule.
Specifically address your approach to establishing the GMP Contingency.


Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
4.3 Criteria 3: Construction Phase Services
Describe your approach for construction phase services on this project. Specifically
address your work plan and description of tasks required to ensure the project is
completed in accordance with the Construction Documents.
Describe your understanding of the critical issues, administrative challenges, and
opportunities associated with providing services for the Project and your strategy for
managing and resolving these issues.
Discuss how your approach may be unique or more beneficial to the Owner than others.

4.4 Criteria 4: Start Up and Commissioning Plan
Provide your work plan and description of tasks for the Start Up and Commissioning
Responsibilities required for this project. Describe specifically if these services are
being provided by your own staff members, or through start-up and commissioning
consultants or leased employees.
Describe how your team will interact with the EA and the Owners Operators during this
phase.
Describe specific examples where the staff proposed on this project has successfully
managed the start up of similar cogeneration facilities. Describe in such examples, your
understanding and experience with the requirements specific to the LM6000 and the
STG-800 Turbine systems being considered for this project, and the associated HRSG
/STG cycles unique to the Reo Town Plant. Describe if the staff for your start up team
would change based on the equipment selected by the Owner.
Describe why your team is best suited to manage this critical element of the project.

4.5 Criteria 5: Coordination of Information.
Describe your experience working with the Smart Plant design platform being used by
the EA on the Project. Discuss how you propose to coordinate the work of your staff and
trade contractors with this design platform.
What means and methods do you propose to use for the coordination of work between the
primary trade contractors on this project.

4.6 Criteria 6: Detailed Project Schedule
Describe your approach to establish and manage the Project Schedule and who will
provide the overall leadership of the project scheduling process. Discuss the tracking of
resources, manpower, and installation of commodities and critical components in the
scheduling process.
Based on the information provided in this RFP provide a detailed project schedule
identifying all critical path elements required to meet the milestone schedule.
Confirm that your proposed schedule reflects the most optimal schedule for the overall
financial benefit of the owner related to overtime and sequencing of work and will result
in the completion of the Project in a reasonable and expedient manner.

Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
Identify any recommended modifications to the proposed milestone schedule which may
prove financially beneficial to the Owner if accepted. Provide justification for any such
recommendation and the anticipated cost benefit to the Owner.

4.7 Criteria 7: LEED
Certification Support and Administration

The Owner intends to obtain LEED Certification for the Project. Describe the services
included in this Proposal related to the management of the LEED Certification process
for this Project.
Provide an alternate costs proposal to serve as the LEED Administrator for all projects on
the Owners Site. Include all services required to coordinate and administer the LEED
Certification process for this Project, as well as the Plant Offices, and the Depot
Renovation Projects. LEED Administrator would be responsible for incorporating all
required documentation and coordinate the LEED Certification requirements for all three
design teams, and construction teams related to those projects.

4.8 Criteria 8: Site Logistics Plan
Provide a detailed site logistics plan describing your approach to deal with the constraints
of the project site and requirements throughout all phases of the project. Provide your
plan for receipt, storage and installation of major and supplementary equipment. Identify
erection sequence and site requirements for critical project elements. Response may be
a combination of narrative and graphical descriptions of the plan.

4.9 Criteria 9: Financial Proposal
Based on the proposed Agreement, provide a detailed cost proposal for CM Services.
Respondent shall propose the cost for all services as described in Articles 4, 5 and 6 of
the Agreement. Provide proposed costs for the following categories.
Guaranteed Maximum Price for Pre Construction Services and Reimbursable
Expenses.
Guaranteed Maximum Price for CM Labor and General Conditions.
Construction Managers Fee.
Allowance for all Bonds and Insurance.
Proposed GMP Contingency
Propose changes to the base proposal for the alternate services requested in
Criteria 7 and 10.

4.10 Criteria 10: Alternate for CCIP
Describe your capability and approach to providing a contractor controlled insurance
program (CCIP) for the project including program coverage and structure, enrolling
subcontractors, and sharing of risk and reward with LBWL. Provide a brief cost/benefit
analysis including an estimate of fixed cost, contractor/sub-contractors deductions, and
variable (loss) costs and compare to the standard method currently described in the

Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
Agreement. Describe any additional services or charges that you would apply if you
provided a CCIP.
Describe your overall opinion related to the feasibility of this alternate.

4.11 Criteria 11: Understanding and Acceptance of Owners Agreement
Provide a statement of understanding and acceptance of the proposed Agreement between
the Owner and CM.
In order to facilitate and expedite execution of the Agreement, any requested
modifications to the Scope of Work, or Terms and Conditions specified in the Agreement
must be provided in the Proposal. Respondents may request reasonable modifications;
however substantial requested modifications or qualifications may affect the Owners
consideration for selection.

4.12 Criteria 12: Execution of Proposal Form
The Respondent must complete, sign and return the Proposal Form included as
Attachment F. The company official(s) who are authorized to commit to such a submittal
must sign this document. Failure to sign this form will subject the submittal to
disqualification.

5 Format for Proposal

5.1 General Instructions
Proposals shall be prepared simply and economically, providing a straightforward,
concise description of the firms ability to meet the requirements of this RFP. Emphasis
shall be on the quality, completeness, clarity of content, responsiveness to the
requirements, and an understanding of Owner's needs.
Proposals shall be a MAXIMUM of eighty (80) printed pages, including any appendix or
additional information for consideration. The cover, table of contents, divider sheets and
Proposal Form do not count as printed pages. Pages with printing on both sides shall be
considered as two (2) pages.
Respondents shall carefully read the information contained in this RFP and submit a
complete response to all requirements and questions in the order presented. Incomplete
Proposals will be considered non-responsive and subject to rejection.
Proposals and any other information submitted by respondents in response to this RFP
shall become the property of the Owner.
Proposals that are qualified with conditional clauses, alterations, items not called for in
the RFP documents, or irregularities of any kind are subject to rejection by the Owner, at
its option.
The Owner makes no representations of any kind that an award will be made as a result
of this RFP, or subsequent Interviews. The Owner reserves the right to accept or reject

Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
any or all Proposals, waive any formalities or minor technical inconsistencies, or delete
any item/requirements from this RFP when deemed to be in Owner's best interest.
Proposals shall include responses to all Criteria described in Section 4 of the RFP.
Failure to comply with all requirements contained in this RFP may result in the rejection
of the Proposals.


Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
6 Attachments

6.1 Attachment A- Project Description
In addition to the General Description of the Project provided in section 2 of the RFP, the
following information is provided to further define the Project.

1. Owners Legal Name
Lansing Board of Water and Light
1232 Haco Dr.
Lansing, MI 48912

2. Site Definition
The Project Site is commonly defined as 1203 S. Washington Avenue, Lansing,
MI 48910
The Property limits are as provided on Attachment C
Zoning for this project falls under two categories. The western 90 of the
property is zoned F-Commercial District. The balance of the Site to the East is
zoned H-Light Industrial. Zoning interpretations have been conducted allowing
for the Reo Town Plant to be constructed under Light Industrial zoning.

3. Required Operating Characteristics

This project is designed to replace two major production assets in the BWLs central steam and
electric operations. The most immediate replacement will be the Moores Park steam production
plant. Additionally, the new plant will eventually replace electric capacity and energy
production from Eckert electric generating units 1, 2, and 3.

Steam Production Requirements

The Owner has maintained a central steam supply system for 91 years. The central steam system
consists of the Moores Park steam production facility and a distribution system comprised of two
geographical sections.

The Moores Park steam production facility is located adjacent to the Eckert electric generating
plant. Moores Park consists of four stoker bottom, coal fired boilers that produce steam, but not
electricity. The steam produced at Moores Park is used to supply heat and hot water to buildings
in downtown Lansing.

The distribution systems first geographical area, the downtown central steam loop, consists of
12 miles of distribution mains including a 12 inch and an 18 inch high pressure transmission

Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
main that encompass an 80 square block area. This section also feeds a major industrial
customer through two dedicated 12 inch high pressure mains. The second section, supplied by a
20 inch high pressure main, served three major industrial facilities, which are now all closed.
This section has been capped but remains in place for possible future development of the former
industrial sites.

Currently, the BWL has approximately 225 steam customers in its downtown central steam loop,
with maximum demand of approximately 300,000 pounds of steam per hour and 1,000,000 Mlbs
of steam consumption per year. Steam sales declined sharply from 2005 to 2008 with the
retirement of major industrial facilities in Lansing. Sales have stabilized since 2008 and are
expected to grow very modestly with the addition of new customers. Steam production load
curves are shown below:

Maximum send out to our customers is assumed to be 300,000 lbs/hr. It is assumed that the
proposed plant equipment can be over-fired to meet the peak demand. Total send out steam for
the composite years is about 989,000 Mlbs

Actual steam production is the sum of send out and internal uses. Internal uses include steam for
deaeration, feed water heating and blow down. Send out production conditions are 275 psig at
dual temperatures of 480F and 650F.
Steam Production Load Duration Curve
Steam Leaving Moores Park to all Customers
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000
Hour of Year
S
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P
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F
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,

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FY 2004 FY 2005 FY 2006 FY 2007 FY 2008 FY 2009

Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com

Since steam must be produced locally, the Plant will be designed to meet maximum load with the
largest steam producer out of service. Thus the system consists of three half sized units each
capable of producing at least 150,000 lb/hr for a total capacity of 450,000 lb/hr. This could be
any combination of gas fired boilers and gas turbines with heat recovery steam generators.

Electric Generation Requirements
The BWL currently has a maximum retail demand of approximately 500 MW and retail sales of
approximately 2,200,000 MWhs annually. The BWL also sells electric energy and capacity to
wholesale customers. Annual sales are approximately 1,100,000 MWhs annually.

All of the BWLs generating units are base load coal fired units, six at the Eckert plant and one
unit at Erickson. Three of the Eckert units are relatively small, each with 40 MW gross capacity,
and lack reheat cycles and are, therefore, comparatively inefficient. The BWL anticipates
retiring these units by the end of 2015 due to their relative inefficiency, high fixed operation and
maintenance costs, and projected environmental retrofit costs. The BWL also has a power
purchase agreement for approximately 150 MW of capacity and energy from Detroit Edisons
Belle River generating plant.

The anticipated electric generation configuration consists of two combustion turbine generators
(CTG), each paired with a heat recovery steam generator (HRSG), and a steam turbine generator
(STG), with condenser. The steam turbine will be used when excess steam is available due to
low central steam demand conditions. This will allow quicker steam load following and increase
electric generation and capacity.

In order to meet peak electric needs and qualify to provide ancillary services, each combined
cycle combination will include a bypass stack for combustion turbine electricity production only.
Otherwise, it is anticipated that the combined cycle operation, making full use of the steam
turbines, will occur for the months of June through September. Actual combined cycle operation
will depend on market and demand conditions.

4. Local Building Authority
The project is within the jurisdiction of the City of Lansing, and must adhere to all
local building codes and requirements of the Authority.
5. Office Building Requirements
This Project must incorporate general office space for approximately 180 BWL
employees.
Programming and specific office uses have not yet been developed, but are
anticipated to require approximately 45,000 gross square feet. This office space
does not include office or program space required for plant operations or

Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
maintenance functions. Plant specific office and maintenance functions will be
provided within the Plant Facility.
6. Building Architecture
The building is intended to fit in well with the Reo Town district and the
neighboring areas.
The Owner desires the building to be constructed with durable exterior materials
similar to the other BWL owned properties in the downtown Lansing area. Long
term life cycle costs for building exterior materials are important. Stone, brick,
precast concrete, glass & metals, or other suitable durable materials will be
considered.
The building shall also be aesthetically pleasing and functionally appropriate.
7. Site and Infrastructure Description
Outgoing Steam Delivery shall be designed by the Owner. The exiting steam will
be provided in two 12 delivery lines each at the same pressure, but will provide
steam to the district at 480F and 650F. The CM shall install all steam lines from
the Plant to the Property Limit and coordinate with the Owner and the Owner's
Contractor for the transition of work to the Owners off site utility contractor.
New Water Services for the plant shall be designed and constructed by the Owner
to the meter inside the Plant or to the flange for the fire protection system. The
CM shall coordinate with the Owner for the installation of such lines. This
includes all domestic, fire protection, or process water sources for the Project.
The Permanent Natural Gas service shall be provided by Consumers Energy and
will enter the site from South Street. The service is currently being designed as a
12 service, providing a nominal 250psi to the Project. The CM shall coordinate
with the Owner and Consumers Energy regarding the installation of this line and
metering structures on the site.
All telecommunications and miscellaneous services shall be provided by the
Owner to an appropriate location within the Plant. The CM shall coordinate with
the EA to provide sufficient site and building infrastructure to facilitate the
installation of all telecommunications requirements by the Owners vendors.
Site storm and sanitary systems shall be provided by the CM to tie into the City of
Lansing utility systems. CM shall coordinate with the Owners other Contractors
and the City of Lansing to connect all utility lines from the Plant property to the
public infrastructure system.
All site utility descriptions apply to both the Plant and the Depot facilities.
8. Owners Other Projects
Coinciding with the Work described in this RFP, the Owner intends to enter into a
separate General Contract Agreement or Agreements for the adaptive reuse and
renovation of the Reo Town Depot. The Depot is located on a separate legal

Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
parcel, adjacent to the Reo Town Plant. The work on this Depot is intended to
begin in the summer of 2011 with the replacement of the building roof and
structural repairs. The balance of work for the renovation of the depot will start in
the first quarter 2012. The Depot Project includes connection to Utilities starting
at 5 outside of the building and all Architectural, Structural, Mechanical and
Electrical work inside the building. All Site Improvements outside the building
footprint remain in the scope of the Plant Construction Manager.
The Owner intends to enter into a separate General Contract Agreement for the
interior construction related to the commercial interiors for the Reo Town Offices.
The Offices will be located in the approximately 45,000 gsf core and shell office
building provided by the Reo Town Plant CM. The CM shall be required to assist
in the coordination of the transition points between the CMs trade contractors
and the Office General Contractor to ensure proper definition and coordination of
work is provided in the respective bid packages prior to issuing for construction
bids.
The Owner intends to enter into a separate General Contract Agreement for the
construction of the off site steam utility distribution work required to tie the Reo
Town Plant steam system into the existing distribution system .
9. Equipment Procurement
The Owner intends to directly purchase the following Major Equipment packages
in coordination with the EA. The CM shall be required to receive, inspect,
properly store, install, commission and start up all equipment provided by the
Owner as described in the Scope of Work and the Agreement. All other
equipment shall be furnished and installed by the CM. For the equipment
currently out for bids, Respondents may download the major equipment bid
documents on the Lansing BWL website.
i. Combustion Turbine Generators (currently out for bids)
ii. HRSGs (currently out for bids)
iii. Steam Turbine Generators (currently out for bids)
iv. Steam Condensers
v. Auxiliary Boiler
vi. Gas Compressors
vii. Cooling Tower
viii. Water Treatment System
ix. Boiler Feed Pumps
x. Black Start Generator
xi. 138kV Switchyard
xii. Step-Up Transformers
xiii. DCS
xiv. 15kV Switchgear
xv. CEMS
xvi. Sample Panel

Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com

10. Labor Management Cooperation Agreement
The Owner intends to require the CM to enter into a Labor Management
Cooperation Agreement with the Michigan Construction Building Trades for this
project so long as terms consistent with those currently in effect on similar
projects in the region are negotiated to the satisfaction of the Owner. A copy of
the basic Agreement intended for this project is provided as Attachment K.
The General Contractor for the Reo Town Office interiors shall be required to
independently accept and execute the final Labor Management Cooperation
Agreement negotiated by this CM for their work within the Office Core and Shell.
The General Contractor or Contractors for the Depot Renovation will be required
to provide their work under current prevailing wage requirements. Final
negotiations between the CM and the Building Trades must accommodate this
requirement as a prerequisite for establishing an Agreement on the Plant.


Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
6.2 Attachment B- CM Scope of Work
For further clarification to the General Responsibilities described in section 2 of the RFP, and the
Agreement, the following items are identified, to describe in more detail, the required Scope of
Work for the CM. They shall not be interpreted to be inclusive of all services or obligations of
the CM, and are meant to augment the services required in the Agreement. The CM shall be
responsible for all Procurement and Construction Work required, complying with the Contract
Documents and the Agreement, other than for those responsibilities specifically excluded or
noted as to be provided by others.

Pre-Construction Phase
1. Provide all Preconstruction phase services as described in the Agreement.
2. Perform constructability reviews, and provide comments and recommendations as design
develops.
3. Perform detailed estimating throughout project duration including for various sub-elements
of the project as needed or directed by the Owner to facilitate decision making.
4. Provide value analysis and value engineering services, including life cycle cost analysis and
recommendations for cost savings.
5. Negotiate and execute the Labor Management Cooperation Agreement for the benefit of the
Owner as described in this RFP.
6. Receive technical specifications and construction documents from EA and prepare bid
packages for procurement of all equipment, labor and services required for a complete
project. All bid packages must be established to allow for the maximum competitive benefit
to the Owner. Where possible, create bid packages appropriate to allow for involvement of
locally available trade contractors and labor. Manage procurement responsibilities in
accordance with the requirements of the Owner.
7. Prequalification of bidders as may be necessary for critical elements of the project.
8. Procure Design/Build trade contracts for select items of work as specified in the Contract
Documents.
9. Develop project specific Division 00 and Division 01 front-end specifications and scope of
work assignments for all subcontracted work, and submit to Owner and EA for review,
comment and approval prior to issuing for bids.
10. Prepare and maintain a comprehensive project budget including Owner direct costs related to
the Plant in a format accessible by the Owner.
11. Provide all project planning activities as required to support LEED Certification for the
Work.
12. Provide and Maintain schedules for various levels of detail, including but not limited to:
a. Master Project Schedule describing engineering, procurement, and construction
activities for the entire project.

Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
b. Detailed commodities installed report for major elements of the work tracking
projected installation quantities/manpower vs. actual installed quantities. These
reports must be prepared and managed for all critical balance of plant elements.
c. Detailed start-up and commissioning schedule
13. Prepare a Guaranteed Maximum Price Proposal for the Work in accordance with the
Agreement at a time determined to be most beneficial by the Owner.

Procurement Management
14. Provide all procurement management services for equipment provided under this Agreement.
15. Procure equipment under reasonably available commercial terms most beneficial to the
Owner related to cost, schedule, performance and warranty.
16. Ensure all Engineered Drawings provided under this Agreement are expedited to allow for
timely completion of the EAs subsequent design responsibilities. Process all approval
documents as required by the EA to coordinate with their document control system.
17. Assist the EA in expediting delivery of Owner provided equipment following approval of
Engineered Drawings as necessary to maintain project schedule.
18. Maintain detailed procurement status logs and report on a bi-weekly basis.
19. Manage all Receipt, Inspection, and Storage of all Equipment including major equipment
provided by the Owner.

Construction and Contract Management
20. Provide overall management and control of the entire Project Site including all perimeter
security and site logistics as required.
21. Provide all construction responsibilities as required to construct and complete the Facility as
an operable and maintainable cogeneration facility in accordance with Prudent Utility
Practices and the Construction Documents.
22. Manage the erection and installation and start up of all equipment and materials including
major equipment provided by the Owner.
23. Provide testing services for all equipment and systems
24. Temporary construction facilities and services including site security measures.
25. Maintain as built documentation of all systems on a monthly basis.
26. Maintenance of the Soil Erosion and Sedimentation Control Plan
27. Maintain site and facilities in a clean and orderly state.
28. Provide all equipment, tools, construction materials and craft labor until all testing is
complete
29. Provide all Construction Management activities required to support the LEED Certification
process and forward all documentation to the LEED Administrator. Coordinate all LEED
Certification activities with those of the Owners other Consultants or Contractors.

Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
30. Coordinate with the Owners other Contractors to provide access to other Projects on site
ensuring productivity and cooperation for all parties to the benefit of the Owner. Provide for
a separate dedicated entrance to the Depot Site from Washington Avenue.
31. Provide a single site Waste Management Plan incorporating all waste and debris for the Reo
Town Plant, Plant Office Interiors, and the Depot Renovation projects in accordance with the
requirements for LEED Certification. Provide all Waste Management Documentation to the
LEED Administrator.
32. Provide a separate and dedicated office trailer for the Owner on site and in close proximity to
the CM. Allow for meeting space for up to 8 people with white board wall and office space
for up to three. Provide all furniture, temporary power, security, and wireless internet
connection as required by the Owner. Provide 4 dedicated adjacent parking spaces for
Owners use.
33. CM shall be responsible for the cost and replacement of any spare parts used or lost by the
CM or its subcontractors from the Owners stock prior to Substantial Completion for all
equipment provided by the Owner, or the CM.
34. The CM shall coordinate with the Owner and Owners vendors to provide all lubricants and
chemicals associated with construction and start up of the facility, the cost of which shall be
by the Owner.
35. Provide site specific safety plan for the project and provide a designated Safety Officer on
site for the duration of significant construction activities. Safety Officer shall coordinate with
Owners other Contractors working on site to ensure all construction activities are conducted
in accordance with the highest standard of care. Provide notification to Owner of all safety
incidents, and provide copy of all reports to owner within two days of submitting reports
pursuant to MIOSHA requirements.
36. Provide quality control services and enforcement of quality standards for all construction
activities to assure compliance with design documents and specifications, including but not
limited to:
a. Shop fabrication inspections and reporting, as required
b. Material and equipment receiving inspections and reporting
c. Construction installations and workmanship, certifications and reporting as specified
d. Start-up testing and commissioning compliance and reporting
e. Plant and major equipment performance testing and reporting
f. Environmental emissions testing as required by the Permit to Install.

Start Up, Testing, Commissioning
37. Develop, schedule, and execute the Start Up Plan, and Testing Protocol as required in the
Agreement. Coordinate with Owner and Owners designated operators during all start up,
commissioning, and performance testing activities.

Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
38. Coordinate and schedule all activities related to all equipment vendors whether provided by
the CM or Owner.
39. Maintain documentation of all start-up, commissioning and testing activities and results
40. Perform and document performance testing for both overall plant performance and major
equipment performance.
41. Maintain overall responsibility for the Plant and activities on site until Substantial
Completion.

Close Out and Turnover
42. Coordinate all closeout requirements including all subcontractors, vendors and equipment
suppliers.
43. Coordinate with the EA to provide all Owner Training and Documentation required for
proper turnover of all Plant systems and documentation.
44. Assemble final operations and maintenance manuals, as approved by the plant engineer and
Owner. Provide two (2) final bound set of all operations and maintenance manuals, and one
consolidated and organized electronic file copy in an efficiently organized format suitable for
ease of use by the Owner. Organize documents so that the Plant Operations are organized
separately from the Office Building Systems.
45. Maintain project closeout logs and project documentation, and assemble into organized files
for final transfer to Owner.
46. Coordinate with the EA to provide final As Built documentation in electronic form.


Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
6.3 Attachment C- Proposal Form
Provide the following business and contact information:

Legal Name:

Federal ID or Social Security Number:

Address:

State of Incorporation

City:

State & Zip:

Primary E-Mail:

Type of Organization: __ Corporation __ LLC __ LLP __ Sole Proprietor __
Partnership __ S-Corporation

__ Other (Explain)
Office Phone:

Alternate Office Phone:

Office Fax:

Primary Contact:

Contact Phone:

Contact Fax:

Contact Mobile:

Contact E-Mail:

Website URL:

The undersigned Bidder hereby acknowledges receipt of the following addenda:

Enter addenda numbers if applicable
The undersigned Bidder states that this proposal is made in conformity with the Proposal Documents and
agrees that, in the event of any discrepancies or differences between any conditions of their proposal and
the Proposal Documents, the provisions of the latter shall prevail. No verbal or written agreements or
understandings considered or entered into prior to signing of a contract in the form of a purchase order,
shall be binding after the signing of the contract unless incorporated in the contract.
The undersigned Bidder certifies that this proposal is made in good faith, without collusion or connection
with any other person or persons submitting proposals for the work.

Company Name:
Signature:
Name:
Title:
Date:

END OF PROPOSAL FORM


Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com

6.4 Attachment D Opinion of Probable Cost Template

Provided in the documents attached to this RFP.


Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
6.5 Attachment E General Conditions Cost Format

Respondent shall utilize the following format to propose Pre-Construction and Construction
General Conditions as requested in the RFP. Provide the Construction Managers Personnel and
Staffing Plan, and the General Conditions Costs Budget as described in section 5.3 of the
Agreement. Respondent shall propose all reasonably appropriate General Conditions Costs
based on their experience with similar projects and in accordance with the Milestone Schedule.
Provide detailed breakdown of all costs not otherwise anticipated to be included in the Cost of
the Work.

Staff Position Hours/Wk # Weeks Hourly Rate Total Cost

General
Conditions Item
Quantity Unit Rate Total Cost


Reo Town Plant
Lansing, MI 48912 Ph: (517) 702-6076 Fax: (517) 702-6855
www.lbwl.com
The following Attachments are included in this RFP

6.6 Attachment F Site Survey (Plant and Depot)

6.7 Attachment G Preliminary Design Concept

6.8 Attachment H Permit to Install

6.9 Attachment I Proposed Agreement

6.10 Attachment J Preliminary Geotechnical Report

6.11 Attachment K Labor Management Cooperation Agreement

END OF SOLICITATION
REO TOWN PLANT
Opinion of Probable Costs Plant Grade Level (sf) 45,000
Prepared by: Plant Mezzanines (sf) 28,800
Corporate Offices (sf) 45,000
Nominal Electrical Output (kW) 108,000
Gross Steam Output (pph) 300,000
Descriptions
Owner Provided Equipment Totals
Combustion Turbine Generators
Heat Recovery Steam Generators with Stacks
Steam Turbine Generators
Fuel Gas Compressors
Auxiliary Boiler
Cooling Tower
Steam Surface Condensers
Water Treatment System
Boiler Feed Pumps
Step-up Transformers
15kV Switchgear
Distributed Control System
Black-Start Gas Generator
138kV Switchyard
CEM Equipment
Sample Panel
Subtotal 0
Cost of the Work
Equipment /
Materials Installation Totals
Install Owner Supplied Equipment 0
Plant Building Core & Shell 0
Office Building Core & Shell 0
Balance of Plant Equipment 0
Instrumentation and Controls 0
Electrical Work 0
Mechanical Work 0
Balance of Plant Work 0
Site Improvements/Infrastructure 0
Subtotals 0 0 0
General Conditions Cost
Preconstruction Services and Reimbursables
Construction Manager's Personnel Labor
General Conditions Costs
Subtotal 0
Contingency
Contingency
Subtotal 0
Subtotal 0
Indirect Costs % Multiplier
Construction Manager's Fee
Permits and Insurance Allowance
PLM Bonds Allowance
Total 0
Proposed Gross Values
1 of 1
Center Post of
Sec. 21 (See Sheet 3)
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E-W 1/4 Line
N.E. 1/4 of Section 21,
T. 4 N., R. 2 W.,
City of Lansing ,
Ingham County, Mich.
N.W. 1/4 of Section 21,
T. 4 N., R. 2 W.,
City of Lansing ,
S.E. 1/4 of Section 21,
T. 4 N., R. 2 W.,
City of Lansing ,
S.W. 1/4 of Section 21,
T. 4 N., R. 2 W.,
City of Lansing ,
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*Note: The Surveyed Parcel shown is part of a 5.3062 acre parcel (City of Lansing
Parcel No. 33-01-01-21-261-004). A Lot Split Application must be submitted
to the City of Lansing (and approved) before this parcel split can take effect.
NORTH
NORTH
face of brick
Cen. Post
S. Grand Ave. (82.5')
S. Washington Ave.
(115.5' P.)
Platt St.
E
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82.40' M.
82.35' M.
82.25' M.
82.75' M.
Fd. P. top I.P.
Fd. 1/2" bar in gravel driveway
82.60' M.
Fd. bar with cap L. Bryan #25832
Set 3/4" I.P. with alum. cap #30897
Set 3/4" I.P. with
alum. cap #30897
S 0004'11" E 200.00' M.
N 0004'11" W 8.00' Calc.
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Block 203,
Orig. Plat of Lansing
Block 202,
Block 209,
Block 201,
Vac. S. Grand Ave.
33' Alley
Notes:
1. Per F.E.M.A. N.F.I.P. Flood Insurance Rate Map
(Community Panel No. 260090 0006 B), part of
the extreme east end of the Surveyed Parcel is
within the 100 Year Floodplain and/or the 500
Year Floodplain of the Red Cedar River.
2. Most site improvements existing on this parcel
catch basins, storm sewer lines, utility poles
and utility lines, etc.) are not shown on this survey.
of Sec. 21
Surveyed Parcel (shaded)
TelCom Bldg. Easement Area (cross-hatched)
(*Ref. L. 2646, PP. 976-978 of Ingham Co., Mich. deeds)
15 ft. wd. TelCom Bldg. ngress/Egress Ease. Area
(*Ref. L. 2646, PP. 976-978 of Ingham Co., Mich. deeds)
15 ft. wd. TelCom Bldg. ngress/Egress Ease. Area
(*Ref. L. 2804, P. 609 of Ingham Co., Mich. deeds)
10 ft. wide x 79 ft. long Drainage Ease. Area
(*Ref. L. 2824, P. 1048 of Ingham Co., Mich. deeds)
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(formerly Lee St.)
*65.83' C. North of 1/4 Line
(formerly Lee St.)
face of brick
W. South
Street
(incl. fencing, asphalt paving, curb & gutter,
F-8
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191.93' M.
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Set 3/4" I.P. with alum. cap #30897
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Set 3/4" iron pipe with alum. cap #30897
*Did not set -
*Did not set - in fenced & secured yard
210.45' Calc.
metal-sided bldg. (enc.)
NORTH
Scale: 1 inch = 30 feet
4
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in unstable slope
S 7015'41" E
Zayo Bandwith
10 ft. wide x 79 ft. long Drainage Ease. Area (shaded)
*Ref. L. 2824, P. 1048 of Ingham Co., Mich. deeds
Owner: Kris J. Keller
Owner:
Christman Constructors
Owner:
Surveyed
Parcel
Bandwith yard onto
*1 ft. enc. of Zayo
Surveyed Parcel
1'
8
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N 8946'19" E 185.00'
Set 3/4" iron pipe with alum. cap #30897
*Did not set -
*Did not set - in fenced & secured yard
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metal-sided bldg. (enc.)
NORTH
Scale: 1 inch = 30 feet
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Zayo Bandwith
10 ft. wide x 79 ft. long Drainage Ease. Area (shaded)
*Ref. L. 2824, P. 1048 of Ingham Co., Mich. deeds
Owner: Kris J. Keller
Owner:
Christman Constructors
Owner:
Surveyed
Parcel
Bandwith yard onto
*1 ft. enc. of Zayo
Surveyed Parcel
1'
Center Post of
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E-W 1/4 Line
N.E. 1/4 of Section 21,
T. 4 N., R. 2 W.,
City of Lansing ,
N.W. 1/4 of Section 21,
T. 4 N., R. 2 W.,
City of Lansing ,
S.E. 1/4 of Section 21,
T. 4 N., R. 2 W.,
City of Lansing ,
S.W. 1/4 of Section 21,
T. 4 N., R. 2 W.,
City of Lansing ,
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*Notes: 1. The Surveyed Parcel shown is part of a 5.3062 acre parcel (City of Lansing
Parcel No. 33-01-01-21-261-004). A Lot Split Application must be submitted
to the City of Lansing (and approved) before this parcel split can take effect.
2. Most site improvements existing on this parcel (including fencing, asphalt paving,
curb & gutter, catch basins, storm sewer lines, utility poles and
utility lines, etc.) are not shown on this survey.
NORTH
Cen. Post
S
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E. South St. (82.5' P.)
Canadian National Railway
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S 8946'19" W 2609.34' Meas.
115.42' M.
Sparrow's Subdivision
of Block 200 of the Orig. Plat
Block 201,
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Set 3/4" I.P. with
Found 1/2" rod
(Surveyed Desc.
Point of Beginning)
Parcel (shaded)
S 8947'17" W 371.90' Meas.
221'
bldg. overhang
bldg. overhang
Cov.
Porch
*Outline of brick depot bldg.
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3.55' brick bldg. corner enc. onto R.R. land
3.2' brick bldg. corner enc. onto R.R. land
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*For conditions of the vacation of S. Grand Ave. (formerly Lee St.),
refer to Lansing City Council Proceedings of Jan. 8, 1912)
1
Found 1/2" rod 1 (Surveyed Desc. Point of Beginning)
S.W. 1.24' to the near, N.E. corner of a "KMC fiber optic cable vault
West 8.05' to the east edge of the 5 ft. wide concrete sidewalk
South 33.33' to the centerline of the northerly of 2 rail tracks
South 46.65' to the centerline of the southerly of 2 rail tracks
2
2 Set masonry nail in asphalt drive
N. 12.8' to vertical rail section buried in lawn area behind curb
3
4
Set 3/4" I.P. with alum. cap #30897 3
S. 5.85' to E-W 6 ft. high chain link fence
S.E. 10.2' to the center of a corner post at
northeast cor. of 6 ft. high chain lk. fc.
Set 3/4" I.P. with alum. cap #30897 4
S. 13.75' to E-W 6 ft. high chain link fence
E. 10.25' to N-S 6 ft. high chain link fence
S. 45.55' to the centerline of the southerly
of 2 rail tracks
NORTH
6.7 Attachment G Preliminary Design Concept

Table of Contents

Plant and Office Building Narratives
Proposed Site Plan SK-C001-E
Proposed Ground Floor General Arrangement SKM210A
Proposed Upper Floors General Arrangements SKM210B
Proposed Roof Plan General Arrangement SKM210C
Preliminary Facility Elevation Sketch SKM005
Proposed Control Room Layout SKJ001-A
Proposed Electronics Room Layout SKJ002-A
Preliminary Equipment List for CM Package, Rev. A

1
REO TOWN PLANT AND OFFICE BUILDING

The Reo Town Project consists of a 110 MW nominal Combined Cycle Power Plant and an Office
Building. The Project is located in Lansing MI, at the intersection of South Washington Ave and East
South Street. The Reo Town Plant will house the majority of the generating equipment necessary for
Plant operations. The Office Building front faade is located on South Washington Ave; the Plant is
located directly east of the Office Building. The Reo Town Plant is approximately 150 feet by 300 feet;
the Reo Town Office Building is approximately 115 feet by 150 feet.

Roof elevations vary along the length of the Plant, with a maximum roof height in the HRSG area
approximately 92 feet above the Ground Floor. The top of the cooling tower, located on the HRSG area
roof, is 148 feet above the Ground Floor. The HRSG and by-pass stack height is 160 feet above the
Ground Floor.

The exterior architectural treatment for both the Plant and Office Building will be selected to provide a
uniform cohesive appearance. The exterior walls will be brick-faced masonry, tied to the
superstructure.

Reo Town Plant
The Reo Town Plant is sub-divided into three distinct areas, as follows:

Steam Turbine, Control Room, Maintenance and Storage Areas

The Steam Turbine, Control Room, Maintenance and Storage Areas occupy the western portion of the
Plant. This area occupies approximately 96 feet of the overall Plant length, and includes a Ground Floor,
Second Floor, and Third Floor; the roof height is approximately 70 feet above the Ground Floor.

The Ground Floor area includes the Steam Turbine Generator (STG) pedestal and Condenser, a Water
Treatment Area, Black Start Generator, Auxiliary Boiler and ancillary support equipment.

The Second Floor includes the Control Room, Electronics Room, Offices, Lunch Room and Restroom
facilities. This floor extends east to the STG area, and serves as the STG operating floor area.

The Third Floor includes Maintenance Shops, Storage Rooms, a Back-Up Control Center, and Locker
Room facilities.

Stairwells will be located within this area to allow access to all floors.

HRSG Area
The Heat Recovery Steam Generator (HRSG) area is located in the central portion of the Plant, and
occupies approximately 120 feet of the overall Plant length. This portion of the Plant includes two
HRSGs, Chemical Feed Area, Boiler Feed Pumps and various other equipment areas. Within this area,
the roof height is approximately 92 feet above the Ground Floor.

A stair and elevator located in the HRSG area will provide access to the roof, and will also provide access
to the Second Floor Control Room Area and the Third Floor Maintenance and Storage Areas.

CTG Area
The Combustion Turbine Generator (CTG) area occupies the eastern portion of the Plant, and occupies
approximately 84 feet of the overall Plant length. This portion of the Plant includes two CTGs, PCMs,

2
and ancillary support equipment. Within this area, the roof is located approximately 40 feet above the
Ground Floor. Two CTG Inlet Filters are located above the roof in this area of the Plant.

Electrical Room
A separate Electrical Room is located adjacent to the east wall of the Plant, and includes transformers,
switchgear, MCCs, UPS and a Battery Room. The Electrical Room is approximately 50 feet wide, with the
roof located approximately 25 feet above the Ground Floor.

Reo Town Office Building
The Reo Town Office Building is located adjacent to the Reo Town Plant. The Building will include offices
and covered parking on the Ground Floor. As required by the final program requirements, two to three
floors of office space will be required above the Ground Floor.

REO TOWN PLANT STRUCTURE

Superstructure
The Reo Town Plant superstructure will be structural steel braced frame construction. Roof support will
be provided by purlins, supported on girder or truss chord members. Vertical and horizontal bracing will
be provided to transfer horizontal loads to the foundation system. All interior steel will be painted; all
exterior steel will be galvanized.

The roof of the Plant will be galvanized steel metal roof deck, with membrane roofing system above.

The cooling towers will be supported on a superstructure system located above the roof, and will be
enclosed by a screen wall on all sides.

Floor Systems
The Ground Floor will be a concrete slab; elevated floors will be concrete filled metal decking floor slabs,
with steel grating located as required for equipment access and maintenance. Top surface of concrete
floor slabs will be steel trowel finished, surface hardened and sealed. Floors will be sloped to trench
drains in areas where leakage is probable or wash down is usual.

All floor drain water will be collected in sumps, and discharged into the site waste water system by
pumping or by gravity. Sumps will be covered with checkered plate; trenches will be covered with
grating.

Foundation Systems
Pending results of the geotechnical investigation, it is anticipated that the Plant foundation system will
be pile-supported, and the ground floor slab will be a pile supported structural slab system.

REO TOWN OFFICE BUILDING STRUCTURE

The Reo Town Office Building superstructure will be structural steel moment braced frame and/or
masonry shear wall construction. The Ground Floor will be a concrete slab on grade; elevated floors
will be concrete filled metal decking floor slabs. Pending results of the geotechnical investigation, the
foundation system will be either grade supported or pile-supported foundations.

3
REO TOWN PLANT OFFICE BUILDING CORE AND SHELL WORK

The following description outlines the basic requirements of the Plant Office Building Core and Shell
Work.
a. Building structure, envelope, vertical circulation, core toilet rooms(unfinished)
b. Base structure, including foundations, beams, columns, floor slabs, and roof structure
c. Building envelope includes insulated exterior walls, exterior glazing, and roofing system
d. Vertical circulation, including elevators (finished) and stairs and related
shafts(unfinished)
e. Electrical and mechanical main equipment (i.e. heat source, cooling source, air handlers,
pumps, control systems, sub metering etc.)
f. Fire protection pumps, standpipes, sprinkler system and central fire alarm system, all
valved and/or stubbed into the future office space
g. Core areas for each floor, including elevators, shafts, toilet rooms, potable domestic
water riser(s), properly sized sanitary and storm drain systems, electrical distribution
panels, designated connection point to the central fire alarm system, and a distribution
backboard within a wire closet
h. Work required to effect proper transition between Core and Shell and Office Interior
Work.

Plant Facility support spaces (i.e. control room, locker rooms, break room, related corridors and
inside parking) are not part of the 45,000sf of office spaces and shall be finished complete as
part of the CMs scope of work

All site improvements are part of this CMs scope of work

Elements NOT included in building core and shell Work that will be part of the offices interior
build-out & finishes:
a. Gypsum wallboard on exterior perimeter walls and interior core walls
b. All interior building finishes, including all ceilings, walls, floors, toilet rooms, stair wells,
doors, fit-out elements, etc. (except elevator interiors included above)
c. Electrical and mechanical distribution systems and components (i.e. ductwork,
plumbing, conduit, cabling, sensors, fixtures, grills, finish elements, etc.)
d. Security system, payment center related systems (i.e. air tube transfer system), office
related communications systems, etc.

PROJECT: Reo Town Plant LIST NO.:
W.O. NUMBER: 03116-001 BY:
REV. NO.: A REV. DATE: 4/19/2011
EQUIPMENT ESTIMATED REMARKS AND REV.
UNIT SYS EQUIP SEQ # SUFFIX DESCRIPTION POWER REQM'T ESTIMATED EQUIPMENT SIZES NO.
0 PWS TK 001 Admin Area Potable Water Heater 4 kW 240 V Electrically heated tank A
0 IAS CR 001 A Air Compressor (A) 100 hp 350 scfm @ 125 psig A
0 IAS CR 001 B Air Compressor (B) 100 hp 350 scfm @ 125 psig A
0 IAS DR 001 A Air Dryer (A) --- 300 scfm net outlet flow @ 110 psig & -40F dewpoint - heatless type A
0 IAS DR 001 B Air Dryer (B) --- 300 scfm net outlet flow @ 110 psig & -40F dewpoint - heatless type A
0 IAS TK 001 Air Receiver --- 1,000 gallon vertical ASME tank rated at 150 psig A
0 SAX BO 001 Auxiliary Boiler 750 hp 150,000 lb/hr @ 300 psig & 650F A
0 SAX TK 001 Auxiliary Boiler Blowdown Tank --- Purchased under "Auxiliary Boiler" spec A
0 SAX DA 001 Auxiliary Boiler Deaerator --- Purchased under "Auxiliary Boiler" spec A
0 SAX PP 001 A Auxiliary Boiler Feedwater Pump A --- Purchased under "Auxiliary Boiler" spec A
0 SAX PP 001 B Auxiliary Boiler Feedwater Pump B --- Purchased under "Auxiliary Boiler" spec A
0 ACW PP 001 A Auxiliary Cooling Water Pump (A) 100 hp 2,500 gpm @ 100 ft TDH A
0 ACW PP 001 B Auxiliary Cooling Water Pump (B) 100 hp 2,500 gpm @ 100 ft TDH A
0 ACW PP 001 C Auxiliary Cooling Water Pump (C) 100 hp 2,500 gpm @ 100 ft TDH A
0 PWS SP 001 Battery Room Area Emergency Shower/Eye Wash 108 kW Electrically heat 25 gpm of potable water 29F A
1 FWS PP 001 A Boiler Feedwater Pump (1A) 150 hp 400 gpm @ 1000 ft TDH A
1 FWS PP 001 B Boiler Feedwater Pump (1B) 150 hp 400 gpm @ 1000 ft TDH A
2 FWS PP 001 A Boiler Feedwater Pump (2A) 150 hp 400 gpm @ 1000 ft TDH A
2 FWS PP 001 B Boiler Feedwater Pump (2B) 150 hp 400 gpm @ 1000 ft TDH A
1 CWS PP 001 A Circulating Water Pump (1A) 300 hp 11,000 gpm @ 75 ft TDH A
1 CWS PP 001 B Circulating Water Pump (1B) 300 hp 11,000 gpm @ 75 ft TDH A
2 CWS PP 001 A Circulating Water Pump (2A) 300 hp 11,000 gpm @ 75 ft TDH A
2 CWS PP 001 B Circulating Water Pump (2B) 300 hp 11,000 gpm @ 75 ft TDH A
0 PWS SP 001 City (Potable) Water Meter --- A
1 CTG CT 001 Combustion Turbine Generator (CTG) (A) & Accessories --- Purchased under "CTG" spec A
1 CTG TK 001 CTG False Start Drain Tank (A) --- 100 gallon CS tank designed for 50 psig @ 130F A
PRELIMINARY EQUIPMENT LIST FOR CM PACKAGE
BURNS AND ROE ENTERPRISES, INC.
TAG NUMBER
Preliminary Equipment List.xlsx 1 of 5 Printed Date: 4/19/2011
W.O. NUMBER: 03116-001 BY:
TAG NUMBER
1 CTG TK 002 CTG Water Wash Drain Tank (A) --- 1000 gallon CS tank designed for 50 psig @ 130F A
2 CTG CT 001 Combustion Turbine Generator (CTG) (B) & Accessories --- Purchased under "CTG" spec A
2 CTG TK 001 CTG False Start Drain Tank (B) --- 100 gallon CS tank designed for 50 psig @ 130F A
2 CTG TK 001 CTG Water Wash Drain Tank (B) --- 1000 gallon CS tank designed for 50 psig @ 130F A
0 CTG WK 001 CTG Water Wash Skid --- Purchased under "CTG" spec A
1 CNS PP 001 A Condensate Pump (1A) 50 hp 400 gpm @ 320 ft TDH A
1 CNS PP 001 B Condensate Pump (1B) 50 hp 400 gpm @ 320 ft TDH A
1 CNS TK 001 Condensate Storage Tank (1) --- 10,000 gals. A
2 CNS PP 001 A Condensate Pump (2A) 50 hp 400 gpm @ 320 ft TDH A
2 CNS PP 001 B Condensate Pump (2B) 50 hp 400 gpm @ 320 ft TDH A
2 CNS TK 001 Condensate Storage Tank (2) --- 10,000 gals. A
1 CNS CD 001 Condenser (1) --- A
2 CNS CD 001 Condenser (2) --- A
1 CNS PP 002 A Condenser Vacuum Pump (1A) 30 hp furnished with condenser A
1 CNS PP 002 B Condenser Vacuum Pump (1B) 30 hp furnished with condenser A
2 CNS PP 002 A Condenser Vacuum Pump (2A) 30 hp furnished with condenser A
2 CNS PP 002 B Condenser Vacuum Pump (2B) 30 hp furnished with condenser A
1 CWS CT 001 A Cooling Tower (1A) 75 hp 34 MMBTU/hr total heat load; 86F cooling water outlet A
1 CWS CT 001 B Cooling Tower (1B) 75 hp 34 MMBTU/hr total heat load; 86F cooling water outlet A
1 CWS CT 001 B Cooling Tower (1C) 75 hp 34 MMBTU/hr total heat load; 86F cooling water outlet A
2 CWS CT 001 A Cooling Tower (2A) 75 hp 34 MMBTU/hr total heat load; 86F cooling water outlet A
2 CWS CT 001 B Cooling Tower (2B) 75 hp 34 MMBTU/hr total heat load; 86F cooling water outlet A
2 CWS CT 001 B Cooling Tower (2C) 75 hp 34 MMBTU/hr total heat load; 86F cooling water outlet A
0 PWS SP 002
Cooling Tower Chem Feed Area Emergency Shower/Eye
Wash
108 kW Electrically heat 25 gpm of potable water 29F A
0 TCF CK 001 Cooling Tower Chem Feed Skid 5 hp A
Elevator 35 hp 3,500 lb. Capacity A
W.O. NUMBER: 03116-001 BY:
TAG NUMBER
0 FPS PP 002 Fire Pump Jockey 5 hp
20 gpm @ 125 psi TDH - Purchased under "Firewater Pumps and
Accessories" spec
A
0 FPS PP 001 Fire Pump Motor Driven 250 hp 2500 gpm @ 125 psi TDH A
0 FPS PP 002 Fire Pump Motor Driven 250 hp 2500 gpm @ 125 psi TDH A
0 FGS AC 001 Fuel Gas Accumulator --- Purchased with Compressors A
0 FGS CR 001 A Fuel Gas Compressor A 800 hp 8500 SCFM natural gas compressor from 250 to 700 psig A
0 FGS CR 001 B Fuel Gas Compressor B 800 hp 8500 SCFM natural gas compressor from 250 to 700 psig A
0 FGS TK 001 A Fuel Gas Condensate Drain Tank A ---
250 gallon ASME CS vessel designed for 125 psig @ 300F, Purchased with
Compressors
A
0 FGS TK 001 B Fuel Gas Condensate Drain Tank B ---
250 gallon ASME CS vessel designed for 125 psig @ 300F, Purchased with
Compressors
A
0 FGS FL 001 A Fuel Gas Filter/Coalescer A --- Purchased with Fuel Gas Compressors A
0 FGS FL 001 B Fuel Gas Filter/Coalescer B --- Purchased with Fuel Gas Compressors A
0 FGS CT 001 A Fuel Gas Fin-Fan Air Cooler A 50 hp Purchased with Fuel Gas Compressors A
0 FGS CT 001 B Fuel Gas Fin-Fan Air Cooler B 50 hp Purchased with Fuel Gas Compressors A
1 FGS FL 001 Fuel Gas Inlet Scrubber 1 --- Purchased with Fuel Gas Compressors A
2 FGS FL 001 Fuel Gas Inlet Scrubber 2 --- Purchased with Fuel Gas Compressors A
1 FGS FL 002 Fuel Gas Interstage Scrubber 1 --- Purchased with Fuel Gas Compressors A
2 FGS FL 002 Fuel Gas Interstage Scrubber 2 --- Purchased with Fuel Gas Compressors A
0 FGS SP 001 Fuel Gas Meter --- A
1 HRF HR 001 Heat Recovery Steam Generator (HRSG) (1) --- A
1 BBS TK 001 HRSG Blowdown Tank (1) --- 750 gal. (4.5' OD x 8' H) ASME CS vessel designed for 15 psig @ 300F A
2 HRF HR 001 Heat Recovery Steam Generator (HRSG) (2) --- A
2 BBS TK 001 HRSG Blowdown Tank (2) --- 750 gal. (4.5' OD x 8' H) ASME CS vessel designed for 15 psig @ 300F A
0 PWS SP 003 HRSG Chem Feed Area Emergency Shower/Eye Wash 108 kW Electrically heat 25 gpm of potable water 29F A
0 CCF CK 001 HRSG Chem Feed Skid 5 hp A
0 WWC SR 001 Oily Waste Separator --- Underground tank sized for 200 gpm gravity inflow of oily water A
0 WWC PP 001 A Oily Waste Separator Sump Pump (A) 5 hp 200 gpm @ 50 ft TDH, Purchased with Oily Waste separator A
0 WWC PP 001 B Oily Waste Separator Sump Pump (B) 5 hp 200 gpm @ 50 ft TDH, Purchased with Oily Waste separator A
W.O. NUMBER: 03116-001 BY:
TAG NUMBER
0 SWS PP 001 A Service Water Pump (A) 15 hp
200 gpm @ 150 ft. TDH
(City Water pressure can be as low as 35 psig)
A
0 SWS PP 001 B Service Water Pump (B) 15 hp
200 gpm @ 150 ft. TDH
(City Water pressure can be as low as 35 psig)
A
1 SHP ST 001 Steam Turbine Generator (STG) (1) & Accessories 50 hp A
2 SHP ST 001 Steam Turbine Generator (STG) (2) & Accessories 50 hp A
0 CTS PP 001 A Treated Water Forwarding Pump (A) 50 hp 650 gpm @ 220 ft TDH A
0 CTS PP 001 B Treated Water Forwarding Pump (B) 50 hp 650 gpm @ 220 ft TDH A
0 EHA CB 001 Power Circuit Breaker 1 1200 A A
0 SUT XF 001 A Step up Transformer (A) 65 MVA A
0 SUT XF 001 B Step up Transformer (B) 65 MVA A
0 SST XF 01 A1 13.8KV-4.16KV Service Station Transformer (A1) 3750 KVA A
0 SST XF 01 B1 13.8KV-4.16KV Service Station Transformer (B1) 3750 KVA A
0 SST XF 01 A2 13.8KV-480KV Service Station Transformer (A2) 2500 KVA A
0 SST XF 01 B2 13.8KV-480KV Service Station Transformer (B2) 2500 KVA A
0 EMC SG 001 A 13.8KV Switchgear (A) 4000 A A
0 EMC SG 001 B 13.8KV Switchgear (B) 4000 A A
0 EMA SG 01 A1 4.16KV Service Station Switchgear (A) 4000 A A
0 EMA SG 01 B1 4.16KV Service Station Switchgear (B) 4000 A A
0 ELA SG 01 A2 480V Service Station Switchgear (A) 4000 A A
0 ELA SG 01 B2 480V Service Station Switchgear (B) 4000 A A
1 ELA MC 1 A22 480V MCC (STG-1) 800 A A
2 ELA MC 1 B22 480V MCC (STG-2) 800 A A
0 ELA MC 1 B23 480V MCC (BOP) 800 A A
0 EGS GN 001 Black Start Gas Generator 1100 KVA A
0 UPS UP 001 Uninterruptible Power System Inverter 35 KVA A
W.O. NUMBER: 03116-001 BY:
TAG NUMBER
0 EDC BC 001 Battery Chargers (1) 150 A
0 EDC BC 002 Battery Chargers (2) 150 A A
0 EDC PN 001 125V DC Switchboard 800 A
0 EDC BA 001 Batteries 1496 Ah A
0 Switchyard Package 1200 A Bus Rating A
0 DCS 18 KVA see the control and electronics rooms for appx cabinet and console sizes A
0 CEMS 7 KVA 2 shelters, each appx 8' x 10' A
0 SAP SC 001 Steam and Water Sampling Panel 15 A appx 10' W x 8' Hl x 3' D A
0 Fuel Gas GC 5 A locally mounted 2' W x 3' H x 2' D A
0 Control Valves N/A A
0 Steam Conditioning Valves N/A A
0 Flow Elements N/A A
0 Electronic Transmitters N/A A
0 Local Gauges N/A A
0 Process Instruments N/A A
AIA
Document A133
TM
2009
Standard Form of Agreement Between Owner and Construction
Manager as Constructor where the basis of payment is the
Cost of the Work Plus a Fee with a Guaranteed Maximum Price

AIA Document A133 2009 (formerly A121CMc 2003). Copyright 1991, 2003 and 2009 by The American Institute of Architects. All rights
reserved. WARNING: This AIA

Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA

Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
maximum extent possible under the law. This draft was produced by AIA software at 14:03:32 on 06/25/2010 under Order No.1486758953_1 which
expires on 01/16/2012, and is not for resale.
User Notes: Error! Unknown document property name. (928539699)

1

ADDITIONS AND DELETIONS:
The author of this document
has added information
needed for its completion.
The author may also have
revised the text of the
original AIA standard form.
An Additions and Deletions
Report that notes added
information as well as
revisions to the standard
form text is available from
the author and should be
reviewed.
This document has important
legal consequences.
Consultation with an
attorney is encouraged with
respect to its completion
or modification.
AIA Document A2012007,
General Conditions of the
Contract for Construction,
is adopted in this document
by reference. Do not use
with other general
conditions unless this
document is modified.
ELECTRONIC COPYING of any
portion of this AIA

Document
to another electronic file is
prohibited and constitutes a
violation of copyright laws
as set forth in the footer of
this document.

AGREEMENT made as of the ____ day of _______ in the year 2011

BETWEEN the Owner:

1232 Haco Drive
Lansing, Michigan 48912

and the Construction Manager:

for the following Project:

New natural gas fired cogeneration facility, commonly known as the Reo Town Plant,
located at 1203 S. Washington Avenue, Lansing, Michigan

The Engineer/Architect (the E/A):

Burns and Roe Enterprises, Inc.
800 Kinderkamack Road
Oradell, New Jersey 07649

The Owners Representative:

Pete Kramer

The Owner and Construction Manager agree as follows.




2

TABLE OF ARTICLES

1 GENERAL PROVISIONS

2 CONSTRUCTION MANAGERS RESPONSIBILITIES

3 OWNERS RESPONSIBILITIES

4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES

5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES

6 COST OF THE WORK FOR CONSTRUCTION PHASE

7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES

8 INSURANCE AND BONDS

9 DISPUTE RESOLUTION

10 TERMINATION OR SUSPENSION

11 MISCELLANEOUS PROVISIONS

12 SCOPE OF THE AGREEMENT

ARTICLE 1 GENERAL PROVISIONS
1.1 The Contract Documents
1.1.1 The Contract Documents (collectively, the Contract) consist of this Agreement, including the Exhibits
attached hereto, Conditions of the Contract (General, Supplementary and other Conditions), Drawings,
Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement,
and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of
the Contract as if attached to this Agreement or repeated herein. Upon the Owners acceptance of the Construction
Managers Guaranteed Maximum Price Proposal, the Contract Documents will also include the documents
described in Section 2.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by
the E/A and furnished by the Owner as described in Section 2.2.8. The Contract represents the entire and integrated
agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written
or oral.

1.1.2 If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement,
this Agreement shall govern.

1.2 Relationship of the Parties
The Construction Manager accepts the relationship of trust and confidence established by this Agreement and
covenants with the Owner to cooperate with the E/A and exercise the Construction Managers skill and judgment in
furthering the interests of the Owner; to furnish efficient construction administration, management services and
supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an
expeditious and economical manner consistent with the Owners interests. The Owner agrees to furnish or approve,
in a timely manner, information required by the Construction Manager and to make payments to the Construction
Manager in accordance with the requirements of the Contract Documents.

1.3 General Conditions
For the Preconstruction Phase, AIA Document A2012007, General Conditions of the Contract for Construction,
shall apply only as specifically provided in this Agreement. For the Construction Phase, the general conditions of the
contract shall be as set forth in A2012007, as modified, which document is attached hereto as Exhibit J and
incorporated herein by reference. The term Contractor as used in A2012007 shall mean the Construction
Manager.



3

1.4 Project Description
1.4.1 The Project is described in Exhibit A attached hereto. The Project Site is described in Exhibit B attached
hereto. The Project shall be completed in accordance with the Milestone Schedule attached hereto as Exhibit C,
subject to adjustment in accordance with the Contract Documents. The Owner intends to engage separate
contractors and vendors to perform portions of the work for the Project, which separate contractors and vendors are
listed on Exhibit D attached hereto.

1.4.2 The following items are specifically excluded from the scope of Project under this Agreement:

(i) General office interiors of the 45,000 square foot Plant Office building not related to Plant
operations;

(ii) Adaptive reuse of the historic Grand Trunk Western Depot;

(iii) Off-site utilities and other infrastructure projects not identified in this Agreement;

(iv) Decommissioning and demolition of the existing Moores Park Station;

(v) The Owners FF&E (other than coordination with Owners installers);

(vi) Telecommunications, AV and paging systems (except that all raceway, cables and terminals for
these systems are included);

(vii) Security system and equipment (except that raceway and infrastructure are included); and

(viii) Removal or remediation of Hazardous Materials, if any, existing at the Project Site.

ARTICLE 2 CONSTRUCTION MANAGERS RESPONSIBILITIES
The Construction Managers Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2. The
Construction Managers Construction Phase responsibilities are set forth in Section 2.3. The Owner and
Construction Manager may agree, in consultation with the E/A, for the Construction Phase to commence prior to
completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction
Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the
Project.

2.1 Preconstruction Phase
2.1.1 Preliminary Evaluation
The Construction Manager shall provide a preliminary evaluation of the Owners program, schedule and
construction budget requirements, each in terms of the other.

2.1.2 Consultation
The Construction Manager shall provide overall leadership for the administration of the Project to achieve effective
collaboration and information-sharing among all Project participants on a timely basis in the best interest of the
Project. The Construction Manager shall schedule and conduct meetings with the E/A and Owner to discuss such
matters as procedures, progress, site logistics, long-lead procurement, bidding and award of subcontracts and
purchase orders, deliveries by the Owners Major Equipment Vendors and the work of other contractors,
coordination, and scheduling of the Work, and Plant Performance Testing. The Construction Manager shall advise
the Owner and the E/A on proposed site use and improvements, selection of materials, and building systems and
equipment. The Construction Manager shall also provide recommendations consistent with the Project requirements
to the Owner and E/A on constructability; availability of materials and labor; time requirements for procurement,
installation and construction; and factors related to construction cost including, but not limited to, costs of
alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions.

2.1.3 Phased Construction
The Construction Manager shall provide to the Owner for approval recommendations with regard to accelerated or
fast-track scheduling, procurement, or phased construction. The Construction Manager shall take into consideration



4

cost reductions, cost information, constructability, provisions for temporary facilities and procurement and
construction scheduling issues.

2.1.4 Project Schedule
Based on the Milestone Schedule (Exhibit C) and the phasing plan approved by the Owner under Section 2.1.3
hereof, the Construction Manager shall prepare and periodically update a detailed critical path schedule for the
design and construction of the Project (the "Project Schedule") for the E/As review and the Owners acceptance.
The Construction Manager shall obtain the E/As approval for the portion of the Project Schedule relating to the
performance of the E/As services. The Project Schedule shall coordinate and integrate the Construction Managers
services, the activities of the Owners separate contractors and suppliers, the E/As services, other Owner
consultants services, and the Owners responsibilities and identify items that could affect the Projects timely
completion. The Project Schedule shall include, without limitation, the following: submission and acceptance of the
Guaranteed Maximum Price Proposal; commencement and completion of each component of the Work; testing and
reporting to be performed as described in the Testing Protocol; times of commencement and completion required of
each Subcontractor and each of the Owners separate contractors and equipment vendors; time periods for activities
of the E/A; durations for approval of submissions by Governmental Authorities having jurisdiction over the Project;
ordering and delivery of products, including those that must be ordered well in advance of construction; and the
occupancy requirements of the Owner. The Construction Manager shall update the Project Schedule on a monthly
basis, and such updates of the Project Schedule shall be subject to the Owner's approval.

2.1.5 Cost Estimates/ Value Engineering
2.1.5.1 Based on the drawings and specifications and other design criteria prepared by the E/A, the Construction
Manager shall prepare estimates of the Cost of the Work using area, volume or similar conceptual estimating
techniques for the E/As review and Owners approval. In accordance with the Milestone Schedule (Exhibit C), the
Construction Manager shall assist the Owner in determining a budget for the Project for the Owners approval (the
Project Budget). If the E/A or Construction Manager suggest alternative materials and systems, the Construction
Manager shall provide cost evaluations of those alternative materials and systems.

2.1.5.2 As the E/A progresses with the preparation of the Construction Documents, the Construction Manager shall
prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and E/A, estimates of the
Cost of the Work of increasing detail and refinement and allowing for the further development of the design until
such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. Such
estimates of the Cost of the Work shall be provided for the E/As review and the Owners approval. The
Construction Manager shall inform the Owner and E/A if estimates of the Cost of the Work exceed the latest
approved Project Budget and make recommendations for corrective action to bring the Work within the Project
Budget.

2.1.5.3 It is understood that the Project will be designed to meet the Project Budget approved by the Owner and that
the purpose of the Construction Manager's cost estimating services is to confirm that the Project design, as further
refined, does not exceed the Project Budget. Accordingly, if any estimate submitted to the Owner exceeds
previously approved estimates of the Cost of the Work or the Project Budget, the Construction Manager shall make
appropriate recommendations to the Owner and E/A for value engineering and other revisions to the Drawings and
Specifications.

2.1.6 Long Lead Procurement
The Construction Manager shall prepare, for the E/As review and the Owners acceptance, a procurement schedule
for items that must be ordered well in advance of construction. The Construction Manager shall coordinate with the
E/A and the Owner regarding the ordering and delivery of materials that must be ordered well in advance of
construction. For each of the specific equipment packages directly procured by the Owner, the Construction
Manager shall assume custody of such equipment items at the time they are delivered to the Project Site and the
Construction Manager shall be responsible to receive, inspect, unload, store, protect, install, start-up, and
commission such equipment. The Construction Manager warrants the installation of such equipment items.

2.1.7 Subcontractors and Suppliers
The Construction Manager shall bid and award Subcontracts in accordance with the procedures in this Section 2.1.7.
The Construction Manager acknowledges and agrees that the procurement of the Work for the Project on an open-



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book competitive bidding basis is of the essence of this Agreement and that the provisions of this Section 2.1.7 shall
be strictly enforced.

2.1.7.1 Except for supervision and other incidental Work performed by the Construction Managers personnel as
part of the General Condition Costs and except as provided in Section 2.1.7.2 hereof with respect to Self-Performed
Work, all Work for the Project shall be performed by subcontractors and suppliers under subcontracts, purchase
orders or other appropriate agreements with the Construction Manager, and the Construction Manager shall not
perform any trade contractor Work with its own forces without the prior written approval of the Owner in
accordance with Section 2.1.7.2. All Work (except such supervision and incidental Work included in the General
Conditions Costs) shall be competitive bid on an open book basis with full transparency to the Owners
Representative. The Construction Manager shall consult with the Owners Representative regarding the bidding and
buy-out process in advance and shall permit the Owners Representative to participate in such process as may be
requested by the Owners Representative. The Owner may designate specific persons or entities from whom the
Construction Manager shall obtain bids; however, the Owner may not prohibit the Construction Manager from
obtaining bids from other qualified bidders. No General Conditions Cost items shall be included in the scope of a
subcontract or purchase order without the prior written approval of the Owner, in which event the Guaranteed
Maximum General Conditions Costs shall be reduced and Exhibits E and F shall be revised accordingly. Except as
provided otherwise in Section 2.1.7.2, the Construction Manager shall obtain bids from contractors and suppliers
from a bidders list approved by the Owners Representative and shall deliver all bids and proposals to the Owners
Representative. Subcontracts and purchase orders shall be awarded to bidders recommended by the Construction
Manager and approved by the Owners Representative. The Construction Manager shall not be required to contract
with anyone to whom the Construction Manager has a reasonable objection. The Construction Manager shall
promptly submit a copy of each executed subcontract and purchase order to the Owners Representative. The
Construction Manager shall not re-bid any portion of the Work without the Owners Representatives prior written
approval and the participation of the Owners Representative as may be requested by the Owners Representative. In
connection with the Owner's approval of the successful bidders to be awarded the Subcontracts, the Owner shall
determine which Subcontractors, if any, will be required to provide payment and performance bonds covering their
work. The Cost of the Work payable by the Owner under Section 6.2 shall be limited to the amounts payable by the
Construction Manager under the Subcontracts, purchase orders and other agreements approved by the Owner under
this Section 2.1.7.1. At the request of the Owners Representative at any time, the Construction Manager shall
provide documentation of the bidding and buy-out of the Work by the Construction Manager in such detail as may
be requested by the Owners Representative.

2.1.7.2 If the Construction Manager desires to perform trade contractor work for the Project with its own forces or
those of an affiliate of the Construction manager(Self-Performed Work), the Construction Manager shall notify
the Owner in advance of the scheduled date for Construction Manager bidding of such desired Self-Performed
Work. For each portion of the Self-Performed Work, the following shall apply: Within fourteen (14) days after
issuance of the Construction Documents for such portion of the Self-Performed Work, the Construction Manager
shall submit to the Owners Representative a not-to-exceed price for the Cost of the Work for such portion of the
Self-Performed Work, which shall include the actual cost to the Construction Manager plus mark-up of five (5_%)
percent for overhead and profit. The Construction Managers proposed price may include trade contractor general
requirements costs required for the performance of the desired Self-Performed Work. However, since all
Subcontracts must exclude the Construction Managers General Conditions Costs (as defined in Section 5.3 hereof),
the Construction Managers proposed price for the desired Self-Performed Work shall also exclude such General
Conditions Costs. Labor rates proposed for Self-Performed Work shall exclude overhead and profit and shall be
subject to audit by the Owners Representative and accountants. The Owners Representative shall have the right to
determine, in its sole discretion, whether the proposed not-to-exceed price for the portion of the Self-Performed
Work is acceptable. If the Owners Representative accepts the proposed not-to-exceed price, such not-to-exceed
price for the portion of the Self-Performed Work shall be included as a Cost of the Work under Section 6.2. If the
Owners Representative does not accept the proposed not-to-exceed price for the portion of the Self-Performed
Work, the Owners Representative shall have the right to require the Construction Manager to solicit qualified
contractor bids for such portion of the Self-Performed Work, and the Construction Manager shall be permitted to
submit a bid for such work to the Owners Representative in advance of the other solicited bidders or provide for
public opening of bids to ensure open competition. In such event, the contract for such portion of the Self-
Performed Work will be awarded to the bidder selected by the Owners Representative. Subject to the provisions of
this Section 2.1.7.2 regarding the determination of the price for Self-Performed Work, the provisions of the Contract



6

Documents applicable to Subcontractors shall apply to all Self-Performed Work performed by the Construction
Manager under this Section 2.1.7.2.

2.1.7.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement,
and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If the Subcontract is
awarded on a cost-plus a fee basis, the Construction Manager shall provide in the Subcontract for the Owner to
receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction
Manager in Article 6 below.

2.1.8 Extent of Responsibility
The Construction Manager shall exercise reasonable care in preparing schedules and estimates. Except for the
Milestone Schedule (Exhibit C), the Construction Manager does not warrant or guarantee estimates and schedules
except as may be included as part of the Guaranteed Maximum Price Amendment. The Construction Manager is not
required to ascertain that the Drawings and Specifications prepared by the E/A are in accordance with applicable
laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction
Manager shall promptly report to the E/A and Owner any nonconformity discovered by or made known to the
Construction Manager as a request for information in such form as the E/A may require.

2.2 Guaranteed Maximum Price Proposal
2.2.1 The Construction Manager shall submit a proposed Guaranteed Maximum Price to the Owner by the
submittal date indicated in the Milestone Schedule (Exhibit C). It is intended that the Guaranteed Maximum Price
will be based on seventy-five (75%) percent complete or greater construction drawings and specifications for the
Project (the "GMP Drawings and Specifications") prepared by the E/A. The Owners Representative shall
determine, in the Owner's Representative's discretion, stage of completion of the GMP Drawings and Specifications
to be used for the preparation of the Guaranteed Maximum Price Proposal. The Construction Manager shall consult
with the E/A and the Owner regarding the requirements for construction work and equipment required for the
Project but not yet detailed in the GMP Drawings and Specifications with the intent that all construction work and
equipment for the Project will be included in the Construction Manager's Guaranteed Maximum Price. On or before
the submittal date indicated in the Milestone Schedule (Exhibit C), the Construction Manager shall submit to the
Owner for approval, a proposed Guaranteed Maximum Price ("Guaranteed Maximum Price Proposal"), which shall
be the sum of the following amounts:
.1 Estimated Cost of the Work, which shall be the sum of the (a) amounts of Subcontracts and purchase
orders approved by the Owner under Section 2.1.7.1; (b) amounts for Self-Performed Work, if any,
approved by the Owner under Section 2.1.7.2; and (c) estimated amounts for Subcontracts and
purchase orders under future bid packages of Drawings and Specifications not yet released for
bidding by the E/A, based on the estimated amounts for such Subcontracts and purchase orders in the
current Project Budget approved by the Owner;
.2 Not-to-exceed amount of __________ ($______) for Contractors personnel costs and other General
Conditions Costs (as defined in Section 5.3 hereof) for the Project (the Guaranteed Maximum
General Conditions Cost);
.3 GMP Contingency (as defined in Section 5.4 hereof) amount, not to exceed _______ (__%) percent
of the amounts under Subpart 1. and Subpart 2. above;
.4 Fee for the Construction Managers overhead and profit (Construction Managers Fee) for
construction, in a lump sum amount equal to ________ (___%) percent of the sum of the amounts
under Subpart 1.; Subpart 2. and Subpart 3. above; plus
.5 Allowance amount of ______ ($_____) Dollars for permits, insurance and bonds required to be
provided by the Construction Manager under the Contract Documents.

2.2.2 The Construction Manager shall include with the Guaranteed Maximum Price Proposal a written statement
of its basis, which shall include:
.1 A list of the Drawings and Specifications, including all addenda thereto, and the Conditions of the
Contract, which were used in preparation of the Guaranteed Maximum Price Proposal (the GMP
Documents).
.2 A list of Allowances (as defined in Section 5.1.1), if any, approved by the Owner, and a statement of
their basis. Allowance amounts shall not include amounts for the Construction Manager's Fee nor
General Conditions Costs.



7

.3 A list of the clarifications and assumptions ("GMP Clarifications and Assumptions"), if any,
regarding the technical requirements or design intent of the GMP Documents, made by the
Construction Manager in the preparation of the Guaranteed Maximum Price Proposal to supplement
the information contained in the GMP Documents.
.4 The Unit Prices, if any, required by the GMP Documents and a line item summary of the amount(s)
included in the Guaranteed Maximum Price for Work to be compensated on a Unit Price basis.
.5 The proposed Guaranteed Maximum Price, calculated in accordance with Section 2.2.1 above,
including a detailed line item breakdown of the estimated Cost of the Work organized by trade
categories; Guaranteed Maximum General Conditions Costs; GMP Contingency; the Construction
Manager's Fee; and the allowance amounts for permits, insurance and bonds that comprise the
Guaranteed Maximum Price, all as described in Section 2.2.1 above.

2.2.3 It is understood that the Drawings and Specifications will not be finished at the time the Guaranteed
Maximum Price Proposal is prepared. Accordingly, the Construction Manager shall provide in the Guaranteed
Maximum Price for further development of the Drawings and Specifications by the E/A that is consistent with the
Contract Documents and the GMP Clarifications and Assumptions, including all work and requirements reasonably
inferable therefrom.

2.2.4 The Construction Manager shall meet with the Owner and E/A to review the Guaranteed Maximum Price
Proposal. In the event that the Owner and E/A discover any inconsistencies or inaccuracies in the information
presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the
Guaranteed Maximum Price Proposal, its basis, or both.

2.2.5 The Owner shall have no obligation to accept the Guaranteed Maximum Price Proposal. If the Owner
notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price Proposal in writing
before the date specified in the Milestone Schedule for such notice, the Guaranteed Maximum Price Proposal shall
be deemed effective without further acceptance from the Construction Manager. Following acceptance of the
Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price
Amendment amending this Agreement, a copy of which the Owner shall provide to the E/A. The Guaranteed
Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price, the GMP Clarifications
and Assumptions and other information and documents included in the Guaranteed Maximum Price Proposal
accepted by the Owner.

2.2.6 Prior to the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price Proposal and
issuance of a Notice to Proceed, the Construction Manager shall not incur any cost to be reimbursed as part of the
Cost of the Work, except as the Owner may specifically authorize in writing.

2.2.7 The Guaranteed Maximum Price shall be subject to additions and deductions by Change Order in the Work as
provided in the Contract Documents.

2.2.8 The Owner shall authorize the E/A to provide the revisions to the Drawings and Specifications to incorporate
the agreed-upon GMP Clarifications and Assumptions contained in the Guaranteed Maximum Price Amendment.
The E/A shall promptly furnish those revised Drawings and Specifications to the Owner and the Construction
Manager as they are revised. The Construction Manager shall notify the Owner and E/A of any inconsistencies
between the Guaranteed Maximum Price Amendment and the revised Drawings and Specifications.

2.2.9 Subject to the tax exemption under Section 11.8, the Construction Manager shall include in the Guaranteed
Maximum Price all sales, consumer, use and similar taxes for the Work provided by the Construction Manager that
are legally enacted, whether or not yet effective, at the time the Guaranteed Maximum Price Amendment is
executed.

2.3 Construction Phase
2.3.1 Completion and Liquidated Damages

2.3.1.1 For purposes of Section 8.1.2 of A2012007, the date of commencement of the Work shall mean the date of
commencement of the Construction Phase. The Construction Phase shall commence upon the Owners acceptance



8

of the Construction Managers Guaranteed Maximum Price Proposal or the Owners issuance of a Notice to
Proceed, whichever occurs earlier.

2.3.1.2 The Construction Manager shall perform the Work in accordance with the Project Schedule and shall
achieve Substantial Completion of the Work by the date required for Substantial Completion (the Guaranteed
Completion Date) in the Milestone Schedule, subject to adjustment in accordance with Article 8 of the A201-2007
General Conditions of the Contract for Construction attached hereto as Exhibit J. In the event that the Construction
Manager fails to achieve Substantial Completion by the Guaranteed Completion Date, as adjusted in accordance
with Article 8 of the A201-2007, the Contractor shall pay the Owner liquidated damages (Liquidated Damages)as
follows:

(i) Commencing on the day after the Guaranteed Completion Date, and continuing on a daily basis for
ten (10) days or the achievement of Substantial Completion, whichever occurs earlier, Liquidated
Damages in the amount of Five Thousand ($5,000) Dollars per day.

(ii) If Substantial Completion has not been achieved within ten days after the Guaranteed Completion
Date, commencing on the eleventh day after the Guaranteed Completion Date, and continuing on a
daily basis for twenty (20) days or the achievement of Substantial Completion, whichever occurs
earlier, Liquidated Damages in the amount of Seven Thousand ($7,000) Dollars per day.

(iii) If Substantial Completion has not been achieved within thirty days after the Guaranteed Completion
Date, commencing on the day after the Guaranteed Completion Date, and continuing on a daily basis
until Substantial Completion has been achieved, Liquidated Damages in the amount of Ten Thousand
($10,000) Dollars per day.

Liquidated Damages payable to the Owner under this Section 2.3.1 are cumulative and are due within ten (10) days
after written demand from the Owner for payment. The Owner shall be entitled to deduct Liquidated Damages due
to the Owner from amounts due or to become due to the Construction Manager under the Contract. The Owner and
the Construction Manager agree that the Owner will incur damage if the Project is not completed and ready for
Commercial Operation on schedule and that it is and will be extremely difficult to precisely determine the amount of
actual damages that would be suffered due to a delay by the Construction Manager in the completion of the Project,
but that the Liquidated damages set forth herein are a fair and reasonable approximation of the amount of actual
damages that would be suffered by the Owner for each day that Substantial Completion is delayed, and that these
Liquidated Damages do not constitute a penalty.

2.3.2 Performance of the Work/ Administration
The Construction Manager shall be responsible to perform the Work as described in A2012007. In addition to the
requirements of A2012007, the Construction Manager shall provide overall administration of the construction of
the Project.

2.3.2.1 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures,
progress, coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly
distribute minutes to the Owner and E/A.

2.3.2.2 Based on information provided by Subcontractors and suppliers, the Construction Manager shall update the
Project Schedule and submit such updated Project Schedule to the Owner for approval. The Construction Manager
shall prepare a submittal schedule ("Submittal Schedule") for approval of the E/A in accordance with Section 3.10 of
A2012007.

2.3.2.3 The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as
agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and E/A,
showing percentages of completion and other information required by the Owner. The Construction Manager shall
also keep, and make available to the Owner and E/A, a daily log containing a record for each day of weather,
portions of the Work in progress, number of workers on site, identification of equipment on site, problems that
might affect progress of the work, accidents, injuries, and other information required by the Owner. The forms of
such reports shall be subject to the approval of the Owner and the funding sources for the Project.




9

2.3.2.4 The Construction Manager shall develop and implement a system of cost control and reporting for the
Work, which shall be coordinated with the cost management system developed by the E/A and the Owner for the
Project. The cost control system shall include ongoing verification of the Owner's Project Budget; internal cost
estimating by the E/A to support the cost control process; cost estimating by the Construction Manager; systems to
document, track, monitor and report estimated and actual Project costs throughout the design, procurement and
construction phases; determination and use of budget contingencies; and a change management process including
regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed
changes. The cost control and reporting system and the forms to be used by the Construction Manager to implement
the system shall be subject to the Owner's approval. The Construction Manager shall identify variances between
actual and estimated costs and report the variances to the Owner and E/A and shall provide this information in its
monthly reports to the Owner and E/A, in accordance with Section 2.3.2.7 above. The Construction Manager shall
track and report certain costs separately, as may be required by the funding sources for the Project.

2.3.2.5 The Construction Manager shall provide overall coordination of the activities of the Construction Manager,
the Subcontractors, the Suppliers, the Owners Major Equipment Vendors and other separate contractors and
suppliers, and other entities performing work in connection with the Project, including activities, if any, of
Governmental Authorities, so that all work for the Project can be completed expeditiously and without additional
cost for delay and interferences that could have been avoided through careful planning and coordination. Nothing
set forth in this Section 2.3.2.5 shall impose responsibility on the Construction Manager for defects in the design,
engineering and/or construction work performed by third parties not engaged directly or indirectly by the
Construction Manager.

2.3.2.6 The Construction Manager shall coordinate and cooperate with the E/A in the development of protocols for
building information modeling and exchange and use of electronic documents in connection with the Project.

2.3.3 Spare Parts
The Construction Manager shall provide all special tools and similar items normally included with the purchase of
equipment from suppliers. The Construction Manager shall be responsible to provide, and the Contract Sum and
Guaranteed Maximum Price include, all spare parts to be consumed during Check-Out, Start-Up and Testing until
Commercial Operation.

2.3.4 Training for Owners Operating Personnel
The Specifications to be developed by the E/A will provide for a training program, to be supported by the Major
Equipment Vendors, for training of the Owners plant operators and maintenance personnel, and the role of the
Construction manager in connection with such training will be defined in such Specification. The Construction
Manager shall coordinated with the E/A and the Owner to satisfy all requirements to properly train the Owners
plant operators and maintenance personnel in accordance with the Contract Documents.

2.3.5 Check-Out
The Construction Manager shall perform the Check-Out of the Project in accordance with the Testing Protocol and
other requirements of the Contract Documents.

2.3.6 Start-Up
The Construction Manager shall prepare, and submit to the Owner and E/A for comment and approval, the Plant
Start Up Plan. The Construction Manager shall perform all Start Up activities in accordance with the Plant Start Up
Plan approved by the E/A and the Owner.

2.3.7 Testing
The E/A shall prepare the Testing Protocol for the Testing for the Project, including specifications for the Testing
for Project Check-Out, Start-Up, Plant Performance Testing, transition (Turn Over, training, and operations), and
Close-Out (Final Acceptance Tests and Final Test Report). At a minimum, the Testing Protocol will (i) identify the
instrumentation, sensing points, data acquisition and fuel sampling frequencies, (ii) be consistent with the terms and
conditions of the Permit to Install and other applicable Legal Requirements, including those relating to emissions,
and (iii) include mutually agreed upon correction factors and curves as required to correct the measured performance
data from actual test conditions. The Construction Manager shall perform the Testing in accordance with the
Testing Protocol. The E/A shall participate in all Testing activities, shall receive and review all Testing reports



10

provided by the Construction Manager and Major Equipment Vendors, and shall consult with the Owner regarding
the acceptability of test results.

2.3.8 Close Out and Turn-Over
In addition to the other requirements of the Contract Documents, the Construction Manager shall (i) coordinate all
Close Out requirements including all activities of Subcontractors, Vendors and Major Equipment Suppliers; (ii)
coordinate with the E/A to provide all Owner training and documentation required for proper turnover of all Plant
systems and documentation; (iii) assemble final operations and maintenance manuals, as approved by the plant
engineer and Owner (provide two (2) final bound set of all operations and maintenance manuals, and one
consolidated and organized electronic file copy in an efficiently organized format suitable for ease of use by the
Owner); (iv) organize documents so that the Plant Operations are organized separately from the Office Building
Systems; (v) maintain project closeout logs and project documentation, and assemble into organized files for final
transfer to Owner; and (vi) coordinate with the E/A to provide final As-Built documentation in electronic form.

2.4 Notices and Compliance with Laws
2.4.1 The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and
regulations, and lawful orders of public authorities applicable to its performance under this Contract, and with equal
employment opportunity programs, and other programs as may be required for inclusion in the Contract Documents
by the Owners Project funding sources for the Project and /or Governmental Authorities.

2.4.2 In the performance of services under this Agreement, the Construction Manager shall comply with all
applicable Legal Requirements, including without limitation the Michigan Workers Compensation Act, federal and
state tax laws, and the City of Lansing Ethics Ordinance. The Construction Manager certifies that it has complied,
and during the Term of this Agreement shall comply, with the Immigration Reform and Control Act of 1986.

2.4.3 The Construction Manager agrees not to discriminate against an employee or applicant for employment with
respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to
employment, because of race, color, religion, national origin, age, sex, height, weight, or marital status. A breach of
this covenant may be considered a material breach of this Agreement.

2.5 Conflict of Interest
Except with the Owners knowledge and consent, the Construction Manager shall not engage in any activity, or
accept any employment, interest or contribution, that would reasonably appear to compromise the Construction
Managers judgment with respect to this Project.

2.6 Owners Property
While on Owner property, the Construction Manager, the Subcontractors, the Sub-subcontractors of every tier, the
suppliers and their personnel shall comply with the Owner physical, fire, and other security policies and regulations.
In the performance of the Work, the Construction Manager shall comply, and require the Subcontractors and
suppliers to comply, with all applicable federal, state, local and Owner safety rules and regulations, including
MIOSHA "Right to Know" obligations. The Construction Manager acknowledges that the Owner property is an
industrial environment with certain inherent hazards. The Construction Manager shall assign personnel to the
Project who have previous experience with similar industrial power and heat generation facilities and understand the
potential inherent hazards present at such facilities. The Construction Manager and the Subcontractors shall enter
upon the Owner property at their own risk and waive all claims against the Owner with respect to the inherent
hazards at the Owner property.

2.7 Professional Services
Section 3.12.10 of A2012007 shall apply to both the Preconstruction and Construction Phases.

2.8 Hazardous Materials
Section 10.3 of A2012007 shall apply to both the Preconstruction and Construction Phases.

ARTICLE 3 OWNERS RESPONSIBILITIES
3.1 Information and Services Required of the Owner
3.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations
on the Project, including a written program which shall set forth the Owners objectives, constraints, and criteria,



11

including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems
sustainability and site requirements.

3.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request
in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the
Owners obligations under the Contract. Thereafter, the Construction Manager may only request such evidence if (1)
the Owner fails to make payments to the Construction Manager as the Contract Documents require, (2) a change in
the Work materially changes the Guaranteed Maximum Price, or (3) the Construction Manager identifies in writing
a reasonable concern regarding the Owners ability to make payment when due. The Owner shall furnish such
evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected
by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial
arrangements without prior notice to the Construction Manager and E/A.

3.1.3 The Owner, with the assistance of the Construction Manager, shall establish and periodically update the
Owners Project Budget, including (1) the budget for the Cost of the Work as defined in Article 6; (2) the Owners
other costs; and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or
decreases the Owners Project Budget amount for the Cost of the Work, the Owner shall notify the Construction
Manager and E/A. The Owner and the E/A, in consultation with the Construction Manager, shall thereafter agree to
a corresponding change in the Projects scope and quality.

3.1.4 Structural and Environmental Tests, Surveys and Reports.
During the Preconstruction Phase, the Owner shall furnish the information or services required under this Section
3.1.4 with reasonable promptness and within the time periods provided in the Milestone Schedule. The Owner shall
also furnish any other information or services under the Owners control and relevant to the Construction Managers
performance of the Work with reasonable promptness after receiving the Construction Managers written request for
such information or services. The Construction Manager shall be entitled to reasonably rely on the accuracy of
information and services furnished by the Owner but shall exercise proper precautions relating to the safe
performance of the Work.

3.1.4.1 Plant Performance Testing and other Testing shall be performed as provided in the Testing Protocol and
other Contract Documents. The Owner shall furnish other tests, inspections and reports required by law and as
otherwise agreed to by the parties, such as structural tests and tests for hazardous materials.

3.1.4.2 The Owner has provided the survey of the Project Site, soil boring report, geotechnical investigation reports
and other information identified in Article 12 hereof regarding the conditions at the Project Site. The Owner, when
such services are requested, shall furnish services of geotechnical engineers, which may include but are not limited
to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials,
seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating
subsoil conditions, with written reports and appropriate recommendations.

3.1.4.3 During the Construction Phase, the Owner shall furnish information or services required of the Owner by
the Contract Documents in accordance with the Project Schedule and otherwise with reasonable promptness. The
Owner shall also furnish any other information or services under the Owners control and relevant to the
Construction Managers performance of the Work with reasonable promptness after receiving the Construction
Managers written request for such information or services.

3.2 Owners Major Equipment Vendors and Separate Contractors
The Owner has entered, or will enter, into contracts and purchase orders with the Major Equipment Vendors, other
suppliers, and separate contractors listed on Exhibit D attached hereto to provide work and equipment to the Owner
for the Project and which must be coordinated with the Project.

3.3 Owners Designated Representative
3.3.1 The Owner has designated the following Owner's Representative:

Pete Kramer
Owner's Representative



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Reo Town Plant
1232 Haco Dr.
Lansing, MI 48912
517.702.6076

3.3.2 The Owner's Representative is authorized to receive submittals and notices from the Construction Manager
on behalf of the Owner and to represent the Owner in the performance of this Agreement. Any interaction between
the Construction Manager and another division of the Owner shall be coordinated through the Owner's
Representative.

3.4 Legal Requirements.
The Owner shall furnish all legal, insurance and accounting professional services, including auditing services, that
may be reasonably necessary at any time for the Project to meet the Owners needs and interests. Except as
expressly provided otherwise in the Contract Documents, the Owner shall pay for such services.

3.5 Engineer/Architect
The Owner shall retain the E/A to provide the professional engineering and architectural services, and selected
procurement duties and responsibilities as described in the Contract Documents, including any additional services
requested by the Construction Manager that are necessary for the Preconstruction and Construction Phase services
under this Agreement.

3.5.1 The E/A shall provide internal cost estimating services to support the verification of the Project Budget and
shall consult with the Owner and the Construction Manager to reconcile the E/A's opinions of probable Project cost
with the cost estimates prepared by the Construction Manager.

3.5.2 The E/A shall provide and manage a Project website for Project communications and transmittal of electronic
documents, including documents prepared by the E/A, E/A Consultants, Owner, Owner Consultants, the
Construction Manager, Vendors, Design/Build Subcontractors, and other Subcontractors. The E/A shall propose,
for approval by the Owner, a protocol for transmission of documents and information in digital form.

ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES
4.1 Compensation Amount
For the proper performance of the Construction Managers Preconstruction Phase services, the Owner shall pay the
Construction Manager the sum of (i) compensation based on the Hourly Rates set forth on Exhibit F attached hereto
for services performed by the Construction Managers personnel listed on Exhibit F; plus (ii) actual cost incurred by
the Construction Manager for Preconstruction Phase Reimbursable Expenses, provided that the aggregate amount
payable by the Owner for Preconstruction Phase services and Preconstruction Phase Reimbursable Expenses shall
not exceed __________________________________ ($________) Dollars. Attached hereto as Exhibit G is a line
item budget for the Construction Managers Preconstruction Phase Personnel Costs and Reimbursable Expenses.

4.2 Payments
Payments for amounts due to the Construction Manager under Section 4.1 shall be made monthly. Payments are due
and payable thirty (30) days after presentation to the Owner of the Construction Managers invoice and back-up
documentation substantiating the amount due, including time records showing the number of hours worked by
Construction Managers personnel and invoices or receipts of actual costs incurred for Preconstruction Phase
Reimbursable Expenses.

ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES
5.1 Contract Sum
For the Construction Manager's performance of the Work as described in Section 2.3, the Owner shall pay the
Construction Manager, subject to the Guaranteed Maximum Price as provided in Section 5.2, the Contract Sum
consisting of the following:
1. Actual Cost of the Work as defined in Article 6;
2. Actual cost necessarily incurred by the Construction Manager to provide General Conditions Costs
(as defined in Section 5.3 hereof), not to exceed, in the aggregate, the Guaranteed Maximum General
Conditions Cost;



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3. The Construction Manager's Fee in the lump sum amount set forth in the Guaranteed Maximum Price
Amendment, plus
4. Actual cost incurred by the Construction Manager for permits, insurance and bonds required to be
provided by the Construction Manager under the Contract Documents.

5.1.1 If the Guaranteed Maximum Price includes one or more allowance approved by the Owner ("Allowance"),
the following shall apply:
1. The Allowance amount included in the Guaranteed Maximum Price shall not include General
Conditions Costs or the Construction Manager's Fee. All General Conditions Costs required for the
performance of the Work covered by the Allowance shall be included in the Guaranteed Maximum
General Conditions Costs amount.
2. The scope of the Work for the Allowance and the method to be used to calculate the actual cost of the
Allowance item shall be defined in the Drawings and Specifications or the GMP Qualifications and
Assumptions. The Guaranteed Maximum Price shall be adjusted (increased or decreased) by the
difference between the Allowance amount included in the Guaranteed Maximum Price and the actual
cost for the Allowance item.

5.1.2 If the Cost of the Work, or any portion of the Cost of the Work will be determined on the basis of Unit Prices,
the following shall apply:
.1 The Unit Prices shall not include the Construction Manager's Fee or General Conditions Costs
required for the performance of the Unit Price work, and all General Conditions Costs required for
the performance of the Unit Price work shall be included in the Guaranteed Maximum General
Conditions Costs.
.2 The Estimated Cost of the Work for Unit Price Work included in the Guaranteed Maximum Price
under Section 2.2.1.1 shall be determined by the Construction Manager based on the estimated
quantity for such Unit Price work in the Drawings and Specifications.
.3 The Drawings and Specifications shall define the scope of the Unit Price work and the method for
determining the actual quantity of units of Unit Price work. The Estimated Cost of the Work and the
Guaranteed Maximum Price shall be adjusted (increased or decreased) by the difference between the
estimated quantity of Unit Price work and the actual quantity of Unit Price work, multiplied by the
applicable Unit Price.
.4 The Unit Prices shall not be subject to adjustment.

Rental rates for Construction Manager-owned equipment shall not exceed seventy five (75%) percent of the standard
rate paid at the place of the Project.

5.2 Guaranteed Maximum Price
The Construction Manager guarantees that the Contract Sum, as defined in Section 5.1, shall not exceed the
Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment, as may be is amended from
time to time in accordance with the Contract Documents. Adjustments to the Guaranteed Maximum Price are
governed by Section 5.5 hereof. To the extent the Contract Sum exceeds the Guaranteed Maximum Price, the
Construction Manager shall bear such costs in excess of the Guaranteed Maximum Price without reimbursement or
additional compensation from the Owner.

5.3 General Conditions Costs
5.3.1 General Conditions Costs include the Construction Managers personnel listed on Exhibit F and expenses
listed in the Guaranteed Maximum General Conditions Costs Budget on Exhibit E attached hereto. In addition,
General Conditions Costs include all other site overhead, supervision and other general conditions costs, whether or
not listed in Exhibit E or Exhibit F, and such costs shall not be separately reimbursed by the Owner.
Notwithstanding the foregoing, General Conditions Costs exclude cost items indicated to be provided by
Subcontractors or the Owner on Exhibit E.

5.3.2 Exhibit F includes a personnel chart and staffing plan (Construction Managers Personnel and Staffing
Plan) identifying the Construction Manager's supervisory job-site staff for the Project and all other Project
personnel who are included in the Guaranteed Maximum General Conditions Costs, and for each, the title or job
classification, billing rate, and duration of services for the Project. The Hourly Rates on Exhibit F shall apply to
calculate the General Conditions Costs for the Construction Manager's personnel and incidental labor. The Hourly



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Rates for personnel shall include only the actual costs required to be paid by Construction Manager for wages or
salaries, including taxes, insurance, contributions, assessments and benefits required by law or collective bargaining
agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and
health benefits, holidays, vacations and pensions. The Hourly Rates shall not include additional fee, profit, costs for
employer-provided bonuses or costs typically funded based on corporate profitability or subjective performance
measures such as profit sharing, employee stock options or other voluntary contributions by the employer, all of
which costs shall be included in the Construction Manager's Fee. The Construction Manager shall provide
documentation as may be requested by the Owners Representative to substantiate the amounts included in, and the
calculation of, the Hourly Rates on Exhibit F.

5.3.3 The Guaranteed Maximum General Conditions Costs Budget (Exhibit E) and the Construction Managers
Personnel and Staffing Plan (Exhibit F) have been determined by the Construction Manager based on the Milestone
Schedule attached hereto as Exhibit C.

5.4 GMP Contingency
5.4.1 The GMP Contingency in the amount permitted under Section 2.2.1.3 above shall be included in the
Guaranteed Maximum Price to enable the Contractor to be reimbursed, as Cost of the Work, for unanticipated costs
reasonably inferable from the Contract Documents including unanticipated market conditions, labor and material
conditions, overtime, bidder and subcontractor defaults or deficiencies, buyout overruns, costs attributable to
schedule recovery, interfacing omissions between and from various work categories or any other reason not the
resulting from the Construction Managers negligence or willful misconduct. The GMP Contingency shall be
available to the Construction Manager for use for Project costs in the Construction Managers reasonable discretion,
provided that the use of the GMP Contingency shall be fully transparent to the Owner and the Construction Manager
shall report each specific use of the GMP Contingency, including the justification for its use, to the Owners
Representative on at least a monthly basis.

5.4.2 If the Construction Manager uses a portion of the GMP Contingency (as described in, and subject to, Section
5.4.1 above), a Change Order shall be issued to allocate such portion of the GMP Contingency to the appropriate
trade work line item in the Schedule of Values. Because the Construction Manager's Fee will have been applied to
the GMP Contingency amount to calculate the lump sum Construction Manager's Fee included in the Guaranteed
Maximum Price under Section 2.2.1 hereof,. the Construction Managers Fee will not be charged to uses of the
GMP Contingency under Section 5.4.1.

5.5 Adjustments to the Guaranteed Maximum Price

5.5.1 Changes to the Work The Owner may, without invalidating the Contract, order changes in the Work within
the general scope of the Contract consisting of additions, deletions or other revisions. The Owner shall issue such
changes in writing. The E/A may make minor changes in the Work as provided in Section 7.4 of AIA Document
A2012007, General Conditions of the Contract for Construction. The Construction Manager shall be entitled to an
equitable adjustment in the Contract Time as a result of changes in the Work and other delays to the Work caused by
the Owner in accordance with Section 8.3 of the AIA Document A2012007, General Conditions of the Contract for
Construction.

5.5.2 Adjustments to the Cost of the Work Adjustments to the Cost of the Work on account of changes in the Work
subsequent to the execution of the Guaranteed Maximum Price Amendment shall be determined by any of the
methods listed in Section 7.3.3 of AIA Document A2012007, General Conditions of the Contract for Construction.

.1 Limitations, if any, on a Subcontractors overhead and profit for increases in the cost of its portion of
the Work:

For additional Work performed by other Subcontractors: Ten (10%) percent of the net increase in the
cost of the change to the work.

For additional materials and/or equipment furnished by suppliers: Five (5%) percent

.2 In calculating adjustments to Subcontracts (except those awarded with the Owners prior consent on
the basis of cost plus a fee), the terms cost and fee as used in Section 7.3.3.3 of AIA Document



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A2012007 and the term costs as used in Section 7.3.7 of AIA Document A2012007 shall have
the meanings assigned to them in AIA Document A2012007 and shall not be modified by Articles 5
and 6 of this Agreement. Adjustments to Subcontracts awarded with the Owners prior consent on the
basis of cost plus a fee shall be calculated in accordance with the terms of those Subcontracts.

.3 In calculating adjustments to the Guaranteed Maximum Price, the terms cost and costs as used in
the above-referenced provisions of AIA Document A2012007 shall mean the Cost of the Work as
defined in Sections 6.1 to 6.5 of this Agreement.

5.5.3 Adjustments to the Guaranteed Maximum General Conditions Costs Notwithstanding anything to the contrary
set forth in the Contract Documents, the Guaranteed Maximum General Conditions Costs shall not be subject to
change unless either:

(i) the Construction Manager is entitled to recover additional General Conditions Costs under Section
8.3 of the AIA Document A2012007, General Conditions of the Contract for Construction; or

(ii) the Construction Manager is entitled to an adjustment to the Guaranteed Maximum Price in
connection with a Change Order and either (A) the total Contract Time is extended as a result of such
Change Order; or (B) additional on-site resources of the Construction Manager or other reimbursable
General Conditions Costs items are required during the original Contract Time as a result of the
Change Order. If the Owner and the Construction Manager agree that a Change Order results in one
or both of the situations described above, the Guaranteed Maximum General Conditions Costs will be
increased by a mutually acceptable amount which will be based on the additional resources of the
Construction Manager and the rates in Exhibit E and Exhibit F, and not on the value of the changed
Work.

5.5.4 Adjustments to the Construction Managers Fee Notwithstanding anything to the contrary set forth in the
Contract Documents, the lump sum Construction Managers Fee set forth in the Guaranteed Maximum Price
Amendment, as described in Section 2.2 hereof, shall not be subject to change unless the Construction Manager is
entitled to an adjustment to the Guaranteed Maximum General Conditions Costs in accordance with Section 5.5.3
hereof. If the Construction Manager is entitled to an increase in the Guaranteed Maximum General Conditions
Costs under Section 5.5.3, the Construction Managers Fee shall be increased by ___ (__%) percent of such increase
in the Guaranteed Maximum General Conditions Costs.

5.5.5 Changes to the GMP Documents
Notwithstanding anything to the contrary set forth in the Contract Documents, the Guaranteed Maximum Price shall
not be adjusted based on changes made to the GMP Documents, except to the extent the final construction Drawings
and Specifications include changes to the GMP Documents that are both (i) contrary to the GMP Clarifications and
Assumptions in the Guaranteed Maximum Price Amendment; and (ii) not reasonably inferable, by a contractor
experienced in the construction of electrical power generation plants, from the GMP Documents as being necessary
for the completion of the Project.

ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE
6.1 Costs to Be Reimbursed
6.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper
performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project
except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in Sections 6.1
through 6.5.

6.1.2 Where any cost is subject to the Owners prior approval, the Construction Manager shall obtain this approval
prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing Guaranteed
Maximum Price Amendment.

6.1.3 In all events, notwithstanding anything to the contrary set forth in this Article 6, the Cost of the Work does
not include the Construction Manager's General Conditions Costs.




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6.2 Subcontract Costs
Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the
Subcontracts approved by the Owner under Section 2.1.7.hereof.

6.2.1 The Cost of the Work in the Guaranteed Maximum Price shall include the amount of ____ ($___) Dollars for
subcontractor payment and performance bonds or other subcontractor performance insurance or guarantee. The
Construction Manager acknowledges that the Construction Manager shall remain responsible to the Owner for any
failure of a subcontractor to perform in accordance with the Contract Documents whether or not such subcontractor
is bonded or insured or otherwise provides a guarantee of performance.

6.3 Costs of Materials and Equipment Incorporated in the Completed Construction
6.3.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in
the completed construction.

6.3.2 Costs of materials described in the preceding Section 6.3.1 in excess of those actually installed to allow for
reasonable waste and spoilage. Unused excess materials, if any, shall become the Owners property at the
completion of the Work or, at the Owners option, shall be sold by the Construction Manager. Any amounts realized
from such sales shall be credited to the Owner as a deduction from the Cost of the Work.

6.3.3 Storage costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject
to the Owners prior approval and documentation of proper bill of sale, title, and insurance coverage to the
satisfaction of the Owner.

6.4 Miscellaneous Costs
6.4.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly
attributed to this Contract. Self-insurance for either full or partial amounts of the coverages required by the Contract
Documents, with the Owners prior approval.

6.4.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the
Construction Manager is liable, excluding sales taxes for industrial processing equipment provided by the Owner.

6.5.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the
Construction Manager is required by the Contract Documents to pay.

6.4.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or
nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A2012007 or by
other provisions of the Contract Documents, and which do not fall within the scope of Section 6.5.3.

6.4.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract
Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of
the Contract Documents; and payments made in accordance with legal judgments against the Construction Manager
resulting from such suits or claims and payments of settlements made with the Owners consent. However, such
costs of legal defenses, judgments and settlements shall not be included in the calculation of the Construction
Managers Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the
last sentence of Section 3.17 of AIA Document A2012007 or other provisions of the Contract Documents, then
they shall not be included in the Cost of the Work.

6.4.6 Costs for electronic equipment and software, directly related to the Work with the Owners prior approval.

6.4.7 Deposits lost for causes other than the Construction Managers negligence or failure to fulfill a specific
responsibility in the Contract Documents.

6.4.8 Subject to the Owners prior written approval, legal, mediation and arbitration costs, including attorneys
fees, other than those arising from disputes between the Owner and Construction Manager, reasonably incurred by
the Construction Manager after the execution of this Agreement in the performance of the Work.




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6.4.9 Subject to the Owners prior written approval, expenses incurred in accordance with the Construction
Managers standard written personnel policy for relocation and temporary living allowances of the Construction
Managers personnel required for the Work.

6.5 Other Costs and Emergencies
6.5.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by
the Owner.

6.5.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting
the safety of persons and property, as provided in Section 10.4 of AIA Document A2012007.

6.5.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager,
Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or
failure to fulfill a specific responsibility of the Construction Manager and only to the extent that the cost of repair or
correction is not recoverable by the Construction Manager from insurance, sureties, Subcontractors, suppliers, or
others.

6.5.4 The costs described in Sections 6.1 through 6.5 shall be included in the Cost of the Work, notwithstanding
any provision of AIA Document A2012007 or other Conditions of the Contract which may require the
Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.6.

6.6 Costs Not To Be Reimbursed
6.6.1 The Cost of the Work shall not include the items listed below:
.1 Salaries and other compensation of the Construction Managers personnel stationed at the
Construction Managers principal office or the site office;
.2 Expenses of the Construction Managers principal office and other offices;
.3 Overhead and general expenses, except as may be included in the price for Self-Performed Work and
not otherwise included in General Conditions Costs;
.4 The Construction Managers capital expenses, including interest on the Construction Managers
capital employed for the Work;
.5 Costs due to the negligence or failure of the Construction Manager to fulfill a specific responsibility
of the Agreement;
.6 Any cost not specifically and expressly described in Article 6;
.7 Costs that would cause the Guaranteed Maximum Price, as adjusted in accordance with the Contract
Documents, to be exceeded;
.8 Costs due to the default of a subcontractor or supplier; and
.9 General Conditions Costs.

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

6.7.2 Amounts that accrue to the Owner in accordance with the provisions of Section 6.7.1 shall be credited to the
Owner as a deduction from the Cost of the Work.

6.8 Related Party Transactions
6.8.1 For purposes of Section 6.8, the term related party shall mean a parent, subsidiary, affiliate or other entity
having common ownership or management with the Construction Manager or Construction Managers parent
company; any entity in which any stockholder in, or management employee of, the Construction Manager owns any
interest in excess of five (5%) percent in the aggregate; or any person or entity which has the right to control the
business or affairs of the Construction Manager. The term related party includes any member of the immediate
family of any person identified above.




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6.8.2 If any of the costs to be reimbursed to the Construction Manager by the Owner arise from a transaction
between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the
specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to
be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification,
authorizes the proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and the
Construction Manager shall procure the Work, equipment, goods or service from the related party, as a
Subcontractor, according to the terms of Sections 2.1.7.2. If the Owner fails to authorize the transaction, the
Construction Manager shall procure the Work, equipment, goods or service from some person or entity other than a
related party according to the terms of Sections 2.1.7.1.

6.9 Accounting Records
The Construction Manager shall keep full and detailed records and accounts related to the General Conditions Costs
and the Cost of the Work and exercise such controls as may be necessary for proper financial management under
this Contract and to substantiate all costs incurred and as otherwise required by this Agreement. The accounting and
control systems shall be satisfactory to the Owner. The Owner and the Owners auditors shall, during regular
business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the
Construction Managers records and accounts, including complete documentation supporting accounting entries,
books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractors proposals, purchase orders,
vouchers, memoranda and other data relating to this Contract. The Construction Manager shall preserve these
records for a period of three years after final payment, or for such longer period as may be required by law.

ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES
7.1 Progress Payments
7.1.1 Based upon Applications for Payment submitted to the Owners Representative by the Construction Manager
and Certificates for Payment issued by the Owners Representative, the Owner shall make monthly progress
payments on account of the Contract Sum to the Construction Manager as provided below and elsewhere in the
Contract Documents. The Construction Manager shall be responsible to review and certify all applications for
payment and invoices from Subcontractors, Vendors and Suppliers if the Construction Manager includes amounts
requested by such Subcontractors, Vendors and Suppliers in the Construction Managers Applications for Payment
to the Owner.

7.1.2 The cut-off date for Work to be included in an Application for Payment ("Work Cut-Off Date") shall be
subject to the approval of the Owners Representative. The period covered by each Application for Payment shall
be one month ending on the Work Cut-Off Date.

7.1.3 Provided that an Application for Payment and required payment submittals is received by the Owners
Representative not later than the day of a month designated by the Owner (the "Application For Payment Submittal
Date"), the Owner shall make payment of the amount due to the Construction Manager not later than thirty (30) days
after such Application For Payment has been approved by the Owner. If an Application for Payment is received by
the Owners Representative after the Application For Payment Submittal Date fixed above, and if the Owner, in the
Owners sole discretion, agrees to process late applications for payment, payment shall be made by the Owner not
later than thirty (30) days after the Owner approves the Application for Payment.

7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts,
receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner to
demonstrate that cash disbursements already made by the Construction Manager on account of the Cost of the Work
and General Conditions Costs equal or exceed progress payments already received by the Construction Manager,
less that portion of those payments attributable to the Construction Managers Fee, plus payrolls for the period
covered by the present Application for Payment. The Construction Manager shall submit monthly, on the Payment
for Application Submittal Date:

.1 A formal Application for Payment, on a form approved by the Owner;

.2 A properly completed Sworn Statement, from Construction Manager and each subcontractor and
sub-subcontractor of any tier whose subcontract exceeds Twenty-Five Thousand ($25,000), which
Sworn Statements shall cover all Work, labor and materials, including equipment and fixtures of all
kinds done, performed or furnished as of the Work Cut-Off Date;



19

.3 Beginning with the second Application, properly completed Partial Unconditional Waivers of Lien on
a form approved by the Owner, from the Construction Manager and each subcontractor, sub-
subcontractor, laborer and supplier whose subcontract, sub-subcontract, purchase order or other
agreement pertaining to the Project involves more than Twenty Five Thousand ($25,000) Dollars,
which waivers shall cover all work, labor and materials, including equipment and fixtures of all kinds
done, performed or furnished as of the Work Cut-Off Date for the Construction Managers
immediately preceding Application for Payment; and

.4 Such other evidence reasonably necessary to satisfy the Owner that the Work for which payment is
requested has been completed in conformance with the Contract Documents and the Drawings and
Specifications, and that all amounts which have previously been paid for Work have been properly
distributed to the various subcontractors, sub-subcontractors, laborers and suppliers.

7.1.5 Each Application for Payment shall be based on the most recent Schedule of Values submitted by the
Construction Manager in accordance with the Contract Documents. The Schedule of Values shall allocate the entire
Guaranteed Maximum Price among the various portions of the Work, except that the Construction Managers Fee,
the GMP Contingency and the General Conditions Costs each shall be shown as separate line items. The Schedule of
Values shall include separate sub-lines for the General Conditions Costs, consistent with the General Conditions
Costs Budget. The Schedule of Values shall be prepared in such form and supported by such data to substantiate its
accuracy as the Owners Representative may require. This Schedule of Values, unless objected to by the Owners
Representative, shall be used as a basis for reviewing the Construction Managers Applications for Payment.

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

7.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be
computed as follows:
.1 Take the actual Cost of the Work incurred allocable to completed Work (as substantiated by invoices
from Subcontractors, Vendors and Suppliers) as determined by multiplying the percentage of
completion of each portion of the Work by the share of the Cost of the Work allocated to that portion
of the Work in the Subcontractors, Vendors or Suppliers Schedule of Values. Pending final
determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included
as provided in Section 7.3.9 of AIA Document A2012007. Subtract retainage of ten percent (10 %)
from all such invoices and requested payments;
.2 Add that portion of the Cost of the Work properly allocable to materials and equipment delivered and
suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the
Owner, suitably stored off the site at a location agreed upon in writing. Subtract retainage of ten
percent ( 10%).;
.3 Add the actual cost incurred by the Construction Manager to provide General Conditions Costs.
.4 Add the Construction Managers Fee determined by multiplying the percentage of completion of the
Work by the amount of the Construction Manager's Fee. Subtract retainage of ten (10%) percent;
.5 Subtract the aggregate of previous payments made by the Owner;
.6 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by
Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently
discovered by the Owners auditors in such documentation; and
.7 Subtract amounts, if any, for which the Owners Representative has withheld or nullified a Certificate
for Payment as provided in Section 9.5 of AIA Document A2012007.




20

7.1.8 The Owner and Construction Manager shall agree upon (1) a mutually acceptable procedure for review and
approval of payments to Subcontractors and (2) the release of retainage held on Subcontracts, and the Construction
Manager shall execute Subcontracts in accordance with those agreements.

7.1.9 Except with the Owners prior approval, the Construction Manager shall not make advance payments to
suppliers for materials or equipment which have not been delivered and stored at the site.

7.1.10 In taking action on the Construction Managers Applications for Payment, the Owners Representative shall
be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager and
shall not be deemed to represent that the Owner has made a detailed examination, audit or arithmetic verification of
the documentation submitted in accordance with Section 7.1.4 or other supporting data; that the Owner has made
exhaustive or continuous on-site inspections; or that the Owner has made examinations to ascertain how or for what
purposes the Construction Manager has used amounts previously paid on account of the Contract. Such
examinations, audits and verifications, if required by the Owner, will be performed by the Owners auditors acting
in the sole interest of the Owner.

7.2 Final Payment
7.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the
Construction Manager when
.1 the Construction Manager has fully performed the Contract except for the Construction Managers
responsibility to correct Work as provided in Section 12.2.2 of AIA Document A2012007, and to
satisfy other requirements, if any, which extend beyond final payment and to satisfy other
requirements, if any, which necessarily survive final payment;
.2 the Construction Manager has submitted a final Application for Payment and a final accounting for
the Cost of the Work and a final Application for Payment;
.3 the Construction Manager has submitted a final Sworn Statement from the Construction Manager and
each Subcontractor and a Full Unconditional Waiver of Lien from each Subcontractor, sub-
subcontractor and supplier; and
.4 a final Certificate for Payment has been issued by the Owners Representative and approved by the
Owner.

7.2.2 The Owners auditors will review and report in writing on the Construction Managers final accounting
within 30 days after delivery of the final accounting to the E/A and Owner by the Construction Manager. Based
upon such Cost of the Work and General Conditions Costs as the Owners auditors report to be substantiated by the
Construction Managers final accounting, and provided the other conditions of Section 7.2.1 have been met, the E/A
will, within seven days after receipt of the written report of the Owners auditors, either issue to the Owner a final
Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in
writing of the E/As reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201
2007. The E/As final Certificate for Payment shall be subject to the approval of the Owners Representative. The
time periods stated in this Section supersede those stated in Section 9.4.1 of the AIA Document A2012007. The
E/A is not responsible for verifying the accuracy of the Construction Managers final accounting.

7.2.3 If the Owners auditors report the Cost of the Work and General Conditions Costs as substantiated by the
Construction Managers final accounting to be less than claimed by the Construction Manager, the Construction
Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to
Section 15.2 of A2012007. A request for mediation shall be made by the Construction Manager within 30 days
after the Construction Managers receipt of a copy of the E/As final Certificate for Payment. Failure to request
mediation within this 30-day period shall result in the substantiated amount reported by the Owners auditors
becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall
pay the Construction Manager the amount certified in the E/As final Certificate for Payment.

7.2.4 If, subsequent to final payment and at the Owners request, the Construction Manager incurs costs described
in Section 6.1.1 and not excluded by Section 6.6 to correct defective or nonconforming Work, the Owner shall
reimburse the Construction Manager such costs and the Construction Managers Fee applicable thereto on the same
basis as if such costs had been incurred prior to final payment, but not in excess of the unpaid balance of the
Guaranteed Maximum Price. If the Construction Manager has participated in savings in accordance with an
agreement between the Owner and Construction Manger, the amount of such savings shall be recalculated and



21

appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Construction
Manager.

7.2.5 The Construction Manager shall carry on the Work and maintain its progress during the existence of any good
faith payment disputes and the Owner shall continue to make payments to the Construction Manager over which there is
no good faith dispute.

7.2.6 Provided that the Owner has paid the Construction Manager in accordance with the Contract Documents, the
Construction Manager shall be responsible to the Owner for all claims, if any, for payment asserted by any
Subcontractor, sub-subcontractor, supplier or laborer performing any of the Work.

ARTICLE 8 INSURANCE AND BONDS
8.1 For all phases of the Project, the Construction Manager and the Owner shall purchase and maintain insurance
as set forth in Article 11 of AIA Document A2012007 meeting the requirements set forth in the Construction
Manager's Insurance Requirements attached hereto as Exhibit H.

8.2 The Construction Manager shall provide performance and payment bonds, issued by sureties acceptable to the
Owner, in the penal amount of one hundred (100%) percent of the Contract Sum. The premium cost to the
Construction Manager to provide such bonds is _______ ($___) Dollars, which amount shall be included in the
Guaranteed Maximum Price.

ARTICLE 9 DISPUTE RESOLUTION
9.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions
set forth in this Article 9 and Article 15 of A2012007. However, for Claims arising from or relating to the
Construction Managers Preconstruction Phase services, no decision by the Initial Decision Maker shall be required
as a condition precedent to litigation, and Section 9.3 of this Agreement shall not apply.

9.2 For any Claim subject to, but not resolved by negotiation of the Parties pursuant to this Article 9 and Section
15.2 of AIA Document A2012007, the method of binding dispute resolution shall be litigation in a court of
competent jurisdiction.

9.3 The Owners Representative will serve as the Initial Decision Maker pursuant to Section 15.2 of AIA
Document A2012007 for Claims arising from or relating to the Construction Managers Construction Phase
services, unless the parties appoint below another individual, not a party to the Agreement, to serve as the Initial
Decision Maker.

9.4 If the Parties do not accept the initial decision of the Initial Decision Maker, the Owner and Construction
Manager shall attempt to resolve all disputes arising under this Agreement by negotiation. Any such dispute
initially shall be submitted to the Construction Managers Project Manager and the Owner's Representative for
negotiation, and if such a dispute is not resolved within thirty (30) Days by good faith discussion between them, then
the matter shall be referred to the Owner Executive Director and the Construction Managers Project Executive with
responsibility for the Project, who shall endeavor in good faith to resolve such disputed issues expeditiously.
Neither Party shall commence litigation of the dispute arising in connection with this Agreement until a period of at
least sixty (60) Days after the dispute was referred to such Owner Executive Director and Construction Managers
Project Executive.

9.5 Disputes that cannot be resolved through negotiation shall be resolved through litigation by courts with
applicable jurisdiction located in the State of Michigan. In the event of litigation between the Owner and the
Construction Manager pertaining to the Agreement or the Work for the Project, the prevailing Party shall be entitled
to recover its Litigation Expenses from the other Party.

9.6 Pending final resolution of a dispute, except as otherwise agreed by the Parties in writing, the Construction
Manager shall proceed diligently with performance of the Work and the Owner shall continue to make payments in
accordance with this Agreement.

9.7 Duties and obligations imposed by this Agreement and rights and remedies available hereunder shall be in
addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law.



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ARTICLE 10 TERMINATION OR SUSPENSION
10.1 Termination Prior to Establishment of the Guaranteed Maximum Price
10.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this
Agreement upon not less than seven days written notice to the Construction Manager for the Owners convenience
and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven days
written notice to the Owner, for the reasons set forth in Section 14.1.1 of A2012007.

10.1.2 In the event of termination of this Agreement pursuant to Section 10.1.1, the Construction Manager shall be
equitably compensated for Preconstruction Phase services performed prior to receipt of a notice of termination. In no
event shall the Construction Managers compensation under this Section exceed the compensation set forth in
Section 4.1.

10.1.3 If the Owner terminates this Agreement pursuant to Section 10.1.1 after the commencement of the
Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay
to the Construction Manager an amount calculated as follows, which amount shall be in addition to any
compensation paid to the Construction Manager under Section 10.1.2:
.1 Take the Cost of the Work incurred by the Construction Manager to the date of termination. Add the
actual amount of General Conditions Costs incurred by the Construction Manager to the date of
termination;
.2 Add the Construction Managers Fee (____%) computed upon the Cost of the Work and actual
General Conditions Costs to the date of termination; and
.3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services.

The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of
the Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is
not otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take
legal assignment of Subcontracts and purchase orders (including rental agreements), the Construction Manager shall,
as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take
all such steps, including the legal assignment of such Subcontracts and other contractual rights of the Construction
Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the
Construction Manager under such Subcontracts or purchase orders. All Subcontracts, purchase orders and rental
agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner
as described above.

If the Owner accepts assignment of Subcontracts, purchase orders or rental agreements as described above, the
Owner will reimburse or indemnify the Construction Manager for all costs arising under the Subcontract, purchase
order or rental agreement, but only if and to the extent such costs would have been reimbursable as Cost of the Work
or General Conditions Costs if this Agreement had not been terminated. If the Owner chooses not to accept
assignment of any Subcontract, purchase order or rental agreement that would have constituted a Cost of the Work
or General Conditions Cost had this Agreement not been terminated, the Construction Manager will terminate the
Subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the commercially
reasonable restocking and cancellation fees necessarily incurred by the Construction Manager by reason of such
termination.

10.2 Termination Subsequent to Establishing Guaranteed Maximum Price
Following execution of the Guaranteed Maximum Price Amendment and subject to the provisions of Section 10.2.1
and 10.2.2 below, this Agreement may be terminated as provided in Article 14 of AIA Document A2012007.

10.2.1 If the Owner terminates this Agreement after execution of the Guaranteed Price Amendment, the amount
payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of A2012007 shall not exceed the amount
the Construction Manager would otherwise have received pursuant to Sections 10.1.2 and 10.1.3 of this Agreement.

10.2.2 If the Construction Manager terminates this Agreement after execution of the Guaranteed Maximum Price
Amendment, the amount payable to the Construction Manager under Section 14.1.3 of A2012007 shall not exceed
the amount the Construction Manager would otherwise have received under Sections 10.1.2 and 10.1.3 above.




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10.3 Suspension
The Work may be suspended by the Owner as provided in Article 8 of AIA Document A2012007. In such case, the
Guaranteed Maximum Price and Contract Time shall be adjusted as provided in Article 8 of AIA Document A201
2007.

ARTICLE 11 MISCELLANEOUS PROVISIONS
11.1 Definitions
Terms in this Agreement shall have the meaning set forth in Article 13 hereof, and terms in this Agreement not
defined in Article 13 shall have the same meaning as those in A2012007 attached hereto as Exhibit J.

11.2 Ownership and Use of Documents

11.3 Governing Law

11.4 Assignment
The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal
representatives to this Agreement. Neither the Owner nor the Construction Manager shall assign this Agreement
without the written consent of the other, except that the Owner may assign this Agreement to a lender(s) or funding
source providing funding for the Project if the lender(s) or funding source agrees to assume the Owners rights and
obligations under this Agreement. Except as provided in Section 13.2.2 of A2012007, neither party to the
Agreement shall assign the Agreement as a whole without written consent of the other. If either party attempts to
make such an assignment without such consent, that party shall nevertheless remain legally responsible for all
obligations under the Contract.

11.5 Construction Managers Personnel
No appointment, substitution or reassignment of any of the personnel listed on the Construction Managers Project
Personnel and Staffing Plan (Exhibit F) will be made by the Construction Manager without the prior written consent
of the Owner unless such personnel leave the employ of the Construction Manager or any affiliated entity.

11.6 Independent Contractor
The Construction Manager is an independent contractor, neither the Construction Manager nor the Subcontractors,
nor the employees of any of them, shall be deemed to be servants or employees or agents of the Owner. The
Construction Manager and the Subcontractors shall not hold themselves out as agents of the Owner or the City of
Lansing.

11.7 This Agreement
11.7.1 For purposes of the Owner's accounting and project record systems, the Owner will issue a purchase order to
the Construction Manager for this Agreement, and upon execution and delivery by the Construction Manager of the
"Acknowledgement of Purchase Order" to the Owner, this Agreement shall become effective. The signed Owner
Acknowledgement of Purchase Order constitutes the Construction Manager's formal acknowledgement that the
Owner and the Construction Manager have a meeting of the minds in terms of the Agreement.

11.7.2 This Agreement incorporates by reference the Notice to Bidders, RFQ, RFP, and all Addenda to each
(collectively, "Bid Documents") issued by the Owner in anticipation of receiving proposals for this Agreement. In
the event of a conflict between such Bid Documents and this Agreement, the terms and conditions of this Agreement
shall govern. In the event of other conflicts among the documents included in this Agreement, the Owners
Representative shall determine which provisions shall govern.

11.7.3 In the event that any of the provisions or portions, or applications thereof, of this Agreement are held to be
unenforceable or invalid by any court of competent jurisdiction, Owner and Construction Manager shall negotiate an
equitable adjustment in the provisions of this Agreement with a view toward effecting the purpose of this
Agreement, and the validity and enforceability of the remaining provisions or portions, or applications thereof, shall
not be affected thereby.




24

11.7.4 Each Party represents that it is authorized to enter into this Agreement, that the Agreement does not conflict
with any contract, instrument or other obligation to which it is a party or by which it is bound, and that this
Agreement represents the valid and binding obligations of such Party, enforceable in accordance with its terms.

11.7.5 This Agreement may be executed in two counterparts, each of which shall be deemed an original but all of
which taken together shall constitute one and the same instrument.

11.7.6 The following Exhibits are attached hereto and incorporated herein by reference:

Exhibit A: Project Description
Exhibit B: Project Site Property Limits
Exhibit C: Milestone Schedule
Exhibit D: Owners Separate Contractors and Vendors
Exhibit E: Guaranteed Maximum General Conditions Costs Budget
Exhibit F: Construction Managers Project Personnel and Staffing Plan and Hourly Rates
Exhibit G: Preconstruction Phase Personnel Costs and Reimbursable Expenses Budget
Exhibit H Construction Manager's Insurance Requirements
Exhibit I: Design Criteria
Exhibit J: General Conditions of the Contract for Construction

11.8 Sales Tax Exemption
The Owner is exempt from state sales tax and federal excise tax. Federal ID#38-6005774. The Owner is exempt
from the Michigan Sales and Use Taxes for all tangible personal property and services purchased by the Owner for
the Owner's use, including the major equipment packages to be purchased by the Owner and installed by the
Construction Manager in connection with the Project, and the Guaranteed Maximum Price shall exclude such
exempt excise and sales and use taxes. In the event that the Construction Manager is required by court order to pay
any such exempt taxes, the Owner shall reimburse the Construction Manager for amounts required to be paid to
taxing authorities by the Construction Manager, including penalties, if any imposed by taxing authorities on the
Construction Manager. .

11.9 Confidentiality
11.9.1 The Owner shall not disclose to third parties any proprietary information regarding the business affairs,
finances, technology, or processes received from the Construction Manager pursuant to or in connection with this
Agreement, and designated by the E/A as proprietary; provided, however that nothing set forth herein shall preclude
the Owner from adhering to its disclosure obligations under the Freedom of Information Act (FOIA) or other Legal
Requirements. The Construction Manager shall not disclose, and shall require its personnel, suppliers, consultants,
and Subcontractors to not disclose, any information regarding this Agreement or the Project obtained by the
Construction Manager or furnished by the Owner, including the results of any investigation, reports or studies
conducted as a result of this Agreement; provided, however that nothing set forth herein shall preclude the
Construction Manager from disclosing information as required by Legal Requirements after ten (10) Days prior
notice to the Owner.

11.9.2 Subject to the prior written consent of the Owner, which consent shall not be unreasonably withheld, the
Construction Manager shall have the right to include photographic or artistic representations of the design of the
Project among the Construction Managers promotional and professional materials. The Construction Manager shall
be given reasonable access to the completed Project to make such representations. However, the Construction
Managers materials shall not include the Owners confidential or proprietary information.

11.10 Project Funding
The Construction Manager acknowledges that the Owner intends to obtain funds for the Project through bonds
proceeds, and the Construction Manager agrees to comply with the requirements of the bonding underwriters, which
requirements shall be consistent with customary industry-standard construction loan agreement requirements of
commercial lenders applicable to the contractor performing the work for a comparable construction project.
11.11 Third-Party Beneficiary



25

Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a
third party against either the Owner or Construction Manager; provided that the Owner is the intended third-party
beneficiary of the services and obligations of the Construction Manager's Subcontractors and Suppliers.
ARTICLE 12 SCOPE OF THE AGREEMENT
12.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction
Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement
may be amended only by written instrument signed by both Owner and Construction Manager.

12.2 The following documents comprise the Agreement:
.1 AIA Document A1332009, Standard Form of Agreement Between Owner and Construction
Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a
Guaranteed Maximum Price, including Exhibits A through J.
.2 AIA Document A2012007, General Conditions of the Contract for Construction, as modified,
attached hereto as Exhibit J
.3 AIA Document E2012007, Digital Data Protocol Exhibit, if completed, or the following:
.4 Other documents:
(List other documents, if any, forming part of the Agreement.)
Notice to Bidders
Request for Qualifications
Request for Proposals
Addenda ____

ARTICLE 13 DEFINITIONS
Capitalized terms used in the Contract documents are defined as follows:

"Acknowledgement of Purchase Order" has the meaning set forth in Section 11.7.1.

"Allowance" has the meaning set forth in Section 5.1.1.

"Application For Payment Submittal Date" has the meaning set forth in Section 7.1.3.

"Bid Documents" has the meaning set forth in Section 11.7.2.

Owner Indemnitees means the City of Lansing, by its Board of Water and Light, its employees, Board Members,
and officers.

"Owner Parties" means the Owner Indemnitees, the Owners Representative, and the E/A.

Check Out means the process of final set-up, alignment, flushing, cleaning, chemical cleaning, operation,
calibration and testing of individual components, sub-systems, and systems within the Project, in accordance with
the Testing Protocol and Final Plans and Specification, prior to Start-up.

"Close Out" means the process to reach final completion of the Project, including completion of punchlist work by
the Construction Manager, and delivery to the Owner of all final submittals, completion of Final Acceptance Tests
and submittal to the MDNRE of the Final Test Report.

"Commercial Operation" means commercial operation of the Plant in accordance with the Project Criteria and
Substantial Completion of the Plant and all other components of the Project in accordance with the Final Plans and
Specifications.

"Commissioning" means the process of verifying, in accordance with Legal Requirements, that the Project, each
separate component of the Project and each sub-system, system, and equipment item complies with the Project
Criteria and the requirements of the Final Plans and Specifications.

Construction Deficiency List means the list of items exclusive of Punch List Items, which are not in accordance
with the Contract Documents and are necessary for the facility to operate in accordance with all applicable permits,



26

laws and regulations made near the completion of the Work jointly by the Construction Manager, E/A and the
Owner.

"Construction Manager's Fee" has the meaning set forth in Section 2.2.1.4 hereof.

"Construction Manager Parties" means the Construction Manager and its subcontractors of every tier and its
suppliers.

"Construction Manager's Personnel and Staffing Plan" is Exhibit F attached hereto.

"Contract Sum" has the meaning set forth in Section 5.1.

"Design/Build Subcontractors" means Subcontractors of the Construction Manager providing a portion of the design
and engineering for the construction work for the Project based on design criteria prepared by the E/A.

E/A means the Engineer/Architect identified on page 1 hereof.

"E/A Consultants" means the engineering consultants engaged by the E/A to perform portions of the E/As services
for the Project.

"E/A Parties" means the E/A and the E/A Consultants.

"Estimated Cost of the Work" shall have the meaning set forth in Section 2.2.1.1.

Facility means the new natural gas fired cogeneration facility that is the subject of this Agreement

"Final Acceptance Tests" means final Plant Performance Tests conducted in accordance with the Final Plans and
Specifications and the Permit to Install.

"Final Plans and Specifications" means the Drawings and Specifications prepared by the E/A and issued for
construction.

"Final Test Report" means the report of the results of the Final Acceptance Tests to be submitted to the MDNRE in
accordance with the Permit to Install.

"Force Majeure" means any of the following events: (i) acts of war, whether declared or not; (ii) insurrection,
rebellion, sabotage, acts of terrorists, public or local disorders, riots, or violent demonstrations; (iii) natural disasters,
explosions, fires, floods, earthquakes or other such natural calamities which it is not reasonably possible for the
affected Party to overcome; (iv) governmental action or inaction not occasioned by the fault or negligence of the
Party affected thereby, including failure to issue permits and authorizations despite such Partys reasonable and
diligent efforts to obtain the same; (v) labor disputes other than those that are initiated within or limited to the labor
force of Construction Manager or its Subcontractors; or (vi) other acts of God or events of a similar nature beyond
the reasonable control of the affected Party; provided, however, that an enumerated event is not a Force Majeure
event unless such event (a) is beyond the reasonable control of the Party relying thereon; (b) is not the result of any
acts, omissions or delays of the Party relying thereon (or any third person over whom such Party has control or
responsibility, including any Subcontractors); (c) is not an act, event or condition, the risk of the consequences of
which such Party has expressly agreed to assume under this Agreement; and (d) cannot be cured, remedied, avoided,
offset, or otherwise overcome by the prompt exercise of due diligence of the Party relying thereon (or any third
person over whom such Party has control, including any A/E Consultant). An event of Force Majeure shall not
include: (1) an event to the extent caused by the negligence of the Party relying thereon or any third person over
whom such Party has control).

"General Conditions Costs" has the meaning set forth in Section 5.3.

"GMP Clarifications and Assumptions" has the meaning set forth in Section 2.2.2.3.

"GMP Contingency" has the meaning set forth in Section 5.4.



27

"GMP Documents" has the meaning set forth in Section 2.2.2.1.

"Governmental Authorities" means governmental agencies, units or officials having jurisdiction over the Services
and/or the Project.

Guaranteed Completion Date means the required date in the Milestone Schedule and the Project Schedule for
Substantial Completion, subject to extension in accordance with Article 8 of the A201-2007 general Conditions of
the Contract for Construction (Exhibit J).

"Guaranteed Maximum General Conditions Costs" has the meaning set forth in Section 2.2.1.2.

"Guaranteed Maximum General Conditions Costs Budget" is Exhibit E attached hereto.

"Guaranteed Maximum Price" has the meaning set forth in Section 5.2.

"Guaranteed Maximum Price Amendment" has the meaning set forth in Section 2.2.5.

"Guaranteed Maximum Price Proposal" has the meaning set forth in Section 2.2.1.

"Hazardous Materials" means pollutants, dangerous substances, toxic substances, hazardous materials or substances
as defined in or pursuant to the Comprehensive Environmental Response Compensation Liability Act, as amended,
the Resource Conservation and Recovery Act, as amended, or any other state or federal law, ordinance or regulation
identifying contaminants or toxic substances.

"Hourly Rates" shall mean the hourly billing rates set forth in Exhibit F for Construction Manager's personnel
providing Preconstruction Phase Services and the Construction Manager's personnel and laborers included in
General Conditions Costs to the extent allowed under this Agreement.

"Infrastructure" has the meaning set forth in Exhibit A attached hereto.

"Legal Requirements" means laws, ordinances, rules, codes, regulations, permits, licenses and legal requirements of
any kind, issued by Governmental Authorities, to the extent they apply to the Project or the Services.

Liquidated Damages has the meaning set forth in Section 2.3.1.2.

"Litigation Expenses" means any court filing fee, court cost, witness fee, and each other fee and cost of investigating
and defending or asserting any claim under this Agreement, including without limitation, in each case attorneys'
fees, other professionals fees and disbursements.

"Loss" means any liability, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages
(including punitive damages), diminution in value, fines, fees and penalties or other charge, other than Litigation
Expense.

"Major Equipment" has the meaning set forth in Exhibit D attached hereto.

Major Equipment Vendors means the suppliers furnishing the Major Equipment items under purchase orders
between the suppliers and the Owner.

Mechanical Completion means the following have been achieved (i) all Facility systems required to maintain the
electrical and steam output have been completed and tested; (ii) the Facility is synchronized or is ready to be
synchronized to the Electric Utilitys facilities; and (iii) the Facility can begin the Plant Performance Tests in
accordance with the Testing Protocol.

"Milestone Schedule" means the schedule attached hereto as Exhibit C.

"Office" has the meaning set forth in Exhibit A attached hereto.



28

"Owner's Representative" has the meaning set forth in Section 3.3.

"Parties" means the Owner and the Construction Manager, each a "Party."

"Permit to Install" means MDNRE Permit to Install #149-10, approved December 7, 2010, for the Plant.

"Plant" has the meaning set forth in Exhibit A attached hereto.

"Plant Performance Criteria" means the Required Operating Characteristics, as defined in Exhibit I.

"Plant Performance Testing" means the testing of the Plant and the individual components, sub-systems, and
systems within the Plant, in accordance with the Testing Protocol and the Final Plans and Specifications, to verify
performance meets the Plant Performance Criteria and the requirement of the Permit to Install.

Plant Start Up Plan means the procedures and schedule for Start Up developed by the Construction Manager and
approved by the E/A and the Owner.

"Project Budget" has the meaning set forth in Section 2.1.5.1.

"Project Schedule" has the meaning set forth in Section 2.1.4.

"Project Site" is described in Exhibit B attached hereto.

"Property Limits" means the property lines for the Project Site, as indicated in the survey identified in Exhibit B
hereto.

"Prudent Utility Practices" means those practices, methods and equipment, as changed from time to time, that are
commonly used with the degree of professional skill and judgment exercised by major international companies to
design, engineer, construct, operate and maintain electrical power generating facilities lawfully and with safety,
reliability and efficiency.

Punch List means the list of physically incomplete items made near the completion of the Work jointly by the
Construction Manager, the E/A, and the Owner, indicating items to be furnished, or Work to be performed,
corrected or completed by the Construction Manager in order to comply with the Contract Documents.

"Required Operating Characteristics" has the meaning set forth in Exhibit A, subject to confirmation during the
design phase of the Project and final documentation in the Design Concept Amendment.

"Self-Performed Work" has the meaning set forth in Section 2.1.7.2.

"Start-Up" means the process of starting and conducting initial operations of the aggregate of systems, equipment
and components of the Plant, in accordance with the Plant Start Up Plan approved by the Owner and E/A, after
completion of Check-Out of such systems, equipment and components and all related systems, equipment and
components.

"Subcontracts" shall mean the subcontracts approved by the Owner and awarded by the Construction Manager under
Section 2.1.7 hereof.

"Submittal Schedule" has the meaning set forth in Section 2.3.2.2.

Substantial Completion Date means the date on which all of the following have been achieved (i) Mechanical
Completion has occurred; (ii) the Facility has successfully completed the Final Acceptance Tests; and (iii)
completion of any outstanding Work pursuant to the Punch List and Construction Deficiency List by the
Construction Manager has been planned and will not interrupt, disrupt or interfere to any extent with the
Commercial Operation of the Facility.




29

"Substation" has the meaning set forth in Exhibit A attached hereto.

Synchronization Date means the date on which the Facility is first synchronized to the Electrical Utility Grid.

"Term" means the duration that this Agreement is in effect, which Term shall commence on the execution and
delivery by the Construction Manager of the Acknowledgement of Purchase Order and end on the earlier of (i)
termination of this Agreement under Article 10; or (ii) completion of all of the Work under this Agreement after
commencement of Commercial Operations and Project Close-Out.

"Testing" means testing of Major Equipment, individual components, sub-systems, systems and the Plant in
accordance with the Testing Protocol and testing of materials and work installation in accordance with the Final
Plans and Specifications. Testing includes systems tests, Plant Performance Testing, equipment tests and all other
testing required by Legal Requirements, the Permit to Install, this Agreement and/or Prudent Utility Practices.

"Testing Protocol" means the detailed testing process and procedures for Commissioning, Check out, Start-up,
Testing and Turn-over of the Project to confirm that the Plant and other Project components meet the Project
Criteria. The Testing Protocol shall include all customary and normal testing procedures used for comparable
combined cycle cogeneration plants.

"Turn Over" means turn over of the Project to the Owner at commencement of Commercial Operation. The Turn
Over process shall be included in the Testing Protocol.

"Unit Price" has the meaning set forth in Section 5.1.2.

"Vendors" means the suppliers awarded purchase orders for Major Equipment.

"Work Cut-Off Date" has the meaning set forth in Section 7.1.2.

This Agreement is entered into as of the day and year first written above.

Witness CITY OF LANSING BOARD OF
WATER AND LIGHT

By: J. Peter Lark
Its: General Manager

By: M. Denise Griffin
Its: Corporate Secretary

a

By:

Its:




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EXHIBIT A

PROJECT DESCRIPTION

1. Owners Legal Name

1232 Haco Dr.
Lansing, MI 48912

2. Site Definition
The Project Site is commonly defined as 1203 S. Washington Avenue, Lansing, MI 48910
The Property limits are as provided on Attachment C
Zoning for this project falls under two categories. The western 90 of the property is zoned F-
Commercial District. The balance of the Site to the East is zoned H-Light Industrial. Zoning
interpretations have been conducted allowing for the Reo Town Plant to be constructed under
Light Industrial zoning.

3. Required Operating Characteristics

This project is designed to replace two major production assets in the BWLs central steam and electric operations.
The most immediate replacement will be the Moores Park steam production plant. Additionally, the new plant will
eventually replace electric capacity and energy production from Eckert electric generating units 1, 2, and 3.

Steam Production Requirements

The Owner has maintained a central steam supply system for 91 years. The central steam system consists of the
Moores Park steam production facility and a distribution system comprised of two geographical sections.

The Moores Park steam production facility is located adjacent to the Eckert electric generating plant. Moores Park
consists of four stoker bottom, coal fired boilers that produce steam, but not electricity. The steam produced at
Moores Park is used to supply heat and hot water to buildings in downtown Lansing.

The distribution systems first geographical area, the downtown central steam loop, consists of 12 miles of
distribution mains including a 12 inch and an 18 inch high pressure transmission main that encompass an 80 square
block area. This section also feeds a major industrial customer through two dedicated 12 inch high pressure mains.
The second section, supplied by a 20 inch high pressure main, served three major industrial facilities, which are now
all closed. This section has been capped but remains in place for possible future development of the former
industrial sites.

Currently, the BWL has approximately 225 steam customers in its downtown central steam loop, with maximum
demand of approximately 300,000 pounds of steam per hour and 1,000,000 Mlbs of steam consumption per year.
Steam sales declined sharply from 2005 to 2008 with the retirement of major industrial facilities in Lansing. Sales
have stabilized since 2008 and are expected to grow very modestly with the addition of new customers. Steam
production load curves are shown below:




31

Steam Production Load Duration Curve
Steam Leaving Moores Park to all Customers
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000
Hour of Year
S
t
e
a
m

P
r
o
d
u
c
t
i
o
n

F
l
o
w
,

l
b
/
h
r
FY 2004 FY 2005 FY 2006 FY 2007 FY 2008 FY 2009

Maximum send out to our customers is assumed to be 300,000 lbs/hr. It is assumed that the proposed plant
equipment can be over-fired to meet the peak demand. Total send out steam for the composite years is about
989,000 Mlbs

Actual steam production is the sum of send out and internal uses. Internal uses include steam for deaeration, feed
water heating and blow down. Send out production conditions are 275 psig at dual temperatures of 480F and 650F.

Since steam must be produced locally, the Plant will be designed to meet maximum load with the largest steam
producer out of service. Thus the system consists of three half sized units each capable of producing at least
150,000 lb/hr for a total capacity of 450,000 lb/hr. This could be any combination of gas fired boilers and gas
turbines with heat recovery steam generators.

Electric Generation Requirements
The BWL currently has a maximum retail demand of approximately 500 MW and retail sales of approximately
2,200,000 MWhs annually. The BWL also sells electric energy and capacity to wholesale customers. Annual sales
are approximately 1,100,000 MWhs annually.

All of the BWLs generating units are base load coal fired units, six at the Eckert plant and one unit at Erickson.
Three of the Eckert units are relatively small, each with 40 MW gross capacity, and lack reheat cycles and are,
therefore, comparatively inefficient. The BWL anticipates retiring these units by the end of 2015 due to their
relative inefficiency, high fixed operation and maintenance costs, and projected environmental retrofit costs. The
BWL also has a power purchase agreement for approximately 150 MW of capacity and energy from Detroit
Edisons Belle River generating plant.

The anticipated electric generation configuration consists of two combustion turbine generators (CTG), each paired
with a heat recovery steam generator (HRSG), and a steam turbine generator (STG), with condenser. The steam
turbine will be used when excess steam is available due to low central steam demand conditions. This will allow
quicker steam load following and increase electric generation and capacity.




32

In order to meet peak electric needs and qualify to provide ancillary services, each combined cycle combination will
include a bypass stack for combustion turbine electricity production only. Otherwise, it is anticipated that the
combined cycle operation, making full use of the steam turbines, will occur for the months of June through
September. Actual combined cycle operation will depend on market and demand conditions.

4. Local Building Authority
The project is within the jurisdiction of the City of Lansing, and must adhere to all local building
codes and requirements of the Authority.
5. Office Building Requirements
This Project must incorporate general office space for approximately 180 BWL employees.
Programming and specific office uses have not yet been developed, but are anticipated to require
approximately 45,000 gross square feet. This office space does not include office or program
space required for plant operations or maintenance functions. Plant specific office and
maintenance functions will be provided within the Plant Facility.
6. Building Architecture
The building is intended to fit in well with the Reo Town district and the neighboring areas.
The Owner desires the building to be constructed with durable exterior materials similar to the
other BWL owned properties in the downtown Lansing area. Long term life cycle costs for
building exterior materials are important. Stone, brick, precast concrete, glass & metals, or other
suitable durable materials will be considered.
The building shall also be aesthetically pleasing and functionally appropriate.
7. Site and Infrastructure Description
Outgoing Steam Delivery shall be designed by the Owner. The exiting steam will be provided in
two 12 delivery lines each at the same pressure, but will provide steam to the district at 480F and
650F. The CM shall install all steam lines from the Plant to the Property Limit and coordinate
with the Owner and the Owner's Contractor for the transition of work to the Owners off site
utility contractor.
New Water Services for the plant shall be designed and constructed by the Owner to the meter
inside the Plant or to the flange for the fire protection system. The CM shall coordinate with the
Owner for the installation of such lines. This includes all domestic, fire protection, or process
water sources for the Project.
The Permanent Natural Gas service shall be provided by Consumers Energy and will enter the site
from South Street. The service is currently being designed as a 12 service, providing a nominal
250psi to the Project. The CM shall coordinate with the Owner and Consumers Energy regarding
the installation of this line and metering structures on the site.
All telecommunications and miscellaneous services shall be provided by the Owner to an
appropriate location within the Plant. The CM shall coordinate with the EA to provide sufficient
site and building infrastructure to facilitate the installation of all telecommunications requirements
by the Owners vendors.
Site storm and sanitary systems shall be provided by the CM to tie into the City of Lansing utility
systems. CM shall coordinate with the Owners other Contractors and the City of Lansing to
connect all utility lines from the Plant property to the public infrastructure system.
All site utility descriptions apply to both the Plant and the Depot facilities.
8. Owners Other Projects
Coinciding with the Work described in this RFP, the Owner intends to enter into a separate
General Contract Agreement or Agreements for the adaptive reuse and renovation of the Reo
Town Depot. The Depot is located on a separate legal parcel, adjacent to the Reo Town Plant.
The work on this Depot is intended to begin in the summer of 2011 with the replacement of the
building roof and structural repairs. The balance of work for the renovation of the depot will start
in the first quarter 2012. The Depot Project includes connection to Utilities starting at 5 outside
of the building and all Architectural, Structural, Mechanical and Electrical work inside the



33

building. All Site Improvements outside the building footprint remain in the scope of the Plant
The Owner intends to enter into a separate General Contract Agreement for the interior
construction related to the commercial interiors for the Reo Town Offices. The Offices will be
located in the approximately 45,000 gsf core and shell office building provided by the Reo Town
Plant CM. The CM shall be required to assist in the coordination of the transition points between
the CMs trade contractors and the Office General Contractor to ensure proper definition and
coordination of work is provided in the respective bid packages prior to issuing for construction
bids.
The Owner intends to enter into a separate General Contract Agreement for the construction of the
off site steam utility distribution work required to tie the Reo Town Plant steam system into the
existing distribution system .
9. Equipment Procurement
The Owner intends to directly purchase the following Major Equipment packages in coordination
with the EA. The CM shall be required to receive, inspect, properly store, install, commission and
start up all equipment provided by the Owner as described in the Scope of Work and the
Agreement. All other equipment shall be furnished and installed by the CM.
i. Combustion Turbine Generators (currently out for bids)
ii. HRSGs (currently out for bids)
iii. Steam Turbine Generators (currently out for bids)
iv. Steam Condensers
v. Auxiliary Boiler
vi. Gas Compressors
vii. Cooling Tower
viii. Water Treatment System
ix. Boiler Feed Pumps
x. Black Start Generator
xi. 138kV Switchyard
xii. Step-Up Transformers
xiii. DCS
xiv. 15kV Switchgear
xv. CEMS
xvi. Sample Panel

10. Labor Management Cooperation Agreement
The Owner intends to require the CM to enter into a Labor Management Cooperation Agreement
with the Michigan Construction Building Trades for this project so long as terms consistent with
those currently in effect on similar projects in the region are negotiated to the satisfaction of the
Owner. The Owners preferred form of Agreement and shall be used by the CM and the Building
Trades.
The General Contractor for the Reo Town Office interiors shall be required to independently
accept and execute the final Labor Management Cooperation Agreement negotiated by this CM
for their work within the Office Core and Shell.
The General Contractors or Contractors for the Depot Renovation will be required to provide their
work under current prevailing wage requirements. Final negotiations between the CM and the
Building Trades must accommodate this requirement as a prerequisite for establishing an
Agreement on the Plant.




34

EXHIBIT B

PROJECT SITE PROPERTY LIMITS

[FROM THE RFP]




35

EXHIBIT C

MILESTONE SCHEDULE

Activity Completion Date
Issued CTG/STG/HRSG Bid Packages April 18, 2011
Issued CM RFP April 19, 2011
CTG/STG/HRSG Bids Due May 6, 2011
CM Proposals Due May 19, 2011
CM Interviews May 26, 2011
Award CM Contract June 1, 2011
Award CTG/STG/HRSG Purchase Orders June 1-June 15, 2011
Owners Commencement of onsite Construction Activities (Steam Vault) June 15, 2011
Bid/Award Piling and Site Utilities/Infrastructure Packages July 1/July 30, 2011
CM Commence On Site Construction Activities August 1, 2011
Receive Foundation, Structure, Enclosure bid package August 15, 2011
Establish GMP TBD
Receive Balance of Plant Bid Documents December 15, 2011
Receive CTG/STG/HRSG June/July 2012
Mechanical Completion of Plant April 1, 2013
Substantial Completion/Commercial Operations Date June 1, 2013
Final Completion & Close Out August 1, 2013




36

EXHIBIT D

OWNERS SEPARATE CONTRACTORS AND VENDORS

Major Equipment

The Owner intends to directly purchase major equipment items ("Major Equipment"). The following Major
Equipment items may be procured under direct purchase agreements, as to be determined by the Owner:

Combustion Turbine Generators (currently out for bids)
HRSGs (currently out for bids)
Steam Turbine Generators (currently out for bids)
Steam Condensers
Auxiliary Boiler
Gas Compressors
Cooling Tower
Water Treatment System
Boiler Feed Pumps
Black Start Generator
138kV Switchyard
Step-Up Transformers
DCS
15kV Switchgear
CEMS
Sample Panel
Other Major Equipment as may be required due to lead times or in the best interest of the
Owner




37

EXHIBIT E

GUARANTEED MAXIMUM GENERAL CONDITIONS COSTS BUDGET

(Attached)



38

EXHIBIT F

CONSTRUCTION MANAGERS PERSONNEL AND STAFFING PLAN AND HOURLY RATES

(Attached)

Hourly Billing Rates shall not be changed during the term of this Agreement.




39

EXHIBIT G

PRECONSTRUCTION PHASE PERSONNEL COSTS AND REIMBURSABLE EXPENSES BUDGET




40

EXHIBIT H

CONSTRUCTION MANAGERS INSURANCE REQUIREMENTS

1. Throughout all phases of the Project, the Construction Manager shall keep in force, at his sole cost and expense,
with insurance companies licensed to do business in the State of Michigan with a Bests rating for each
insurance carrier at A minus VII or better, the following additional insurance coverage:

1.1. Worker's Compensation coverage for his employees with statutory limits and Employer's Liability
coverage with limits of One Million ($1,000,000) Dollars per accident. If Contractor employs the services
of leased employees for the Work or for a portion of the Work, it will be required to submit evidence, to
the satisfaction of Contractor, that such leased employees are fully covered by the minimum limits of
Workers Compensation and Employers Liability Insurance. Such evidence shall include, but not be
limited to, submission of the applicable leasing agreement.

1.2. Commercial General Liability insurance written on the 1988 ISO OCCURRENCE policy form or
subsequent versions with limits of liability as follows:
General Aggregate $ 2,000,000
Products-Completed Operations Aggregate $ 2,000,000
Personal/Advertising Injury $ 2,000,000
Each Occurrence $ 2,000,000

This coverage shall include coverage for premises-operations, independent contractors protective, products
and completed operations, personal injury and broad form property damage (including coverage for
explosion, collapse, and underground hazards), and Contractual Liability protection with respect to
Contractors indemnification obligations under the Contract. Products-completed operations coverage must
be maintained for at least two years after final completion of the Project.

1.3. Automobile Liability coverage, comprehensive form, with Combined Single Limit Coverage of One
Million ($1,000,000) Dollars for bodily injury and property damage.

1.4. Umbrella Liability coverage with limits of Fifty Million ($50,000,000) Dollars providing coverage under
Sections 1.2 and 1.3 above. The coverage afforded by the Umbrella Liability Insurance shall be no more
restrictive than the applicable underlying coverage. Limits for Employers Liability, Commercial General
Liability and Automobile Liability may be attained by a combination of an underlying policy with an
umbrella or excess liability policy.

1.5. Watercraft Protection and Indemnity Liability insurance if any of the Work is on or over navigable
waterways or involves use of any vessel. Limits are to be approved by Owner in writing.

1.6. Railroad Protective Liability insurance if any of the Work is on or within 50 feet of any railroad or affects
railroad property, including but not limited to tracks, bridges, tunnels, and switches. Limits are to be
approved by Owner in writing.

1.7. Professional Liability insurance, if Professional Services are provided, with limits of liability as follows:
Each Claim $ 5,000,000
Aggregate $ 5,000,000

Contractor shall keep such Professional Liability insurance in force during the Contract, and for three years
after final completion of the Project.

1.8. Pollution Liability insurance, which must be on an occurrence basis, if Environmental Services are
provided. Environmental Services means any abatement, removal, remediation, transporting, or
disposal of a Hazardous Material, or any assessments or consulting relating to same. Limits of liability for
Pollution Liability insurance shall be as follows:
Each Occurrence $ 5,000,000
Aggregate $ 5,000,000



41

2. All insurance required under Section 1.2, 1.3 and 1.4 shall name the Owner Parties as additional insureds. All
policies of insurance shall be primary to and without right of contribution from any insurance or self-insurance
program of the Owner Parties. The coverage provided by the additional insured endorsement shall be at least as
broad as the Insurance Service Office, Inc.s Additional Insured, Form B CG 20 10 11 85 or CG 20 26 11 85.
Forms that do not provide additional insured status for completed operations will not be accepted. In no case
shall any additional insured endorsement exclude coverage for Lansing Board of Water and Lights or
Contractors own negligence nor limit coverage for Lansing Board of Water and Light or Contractor only to
potential liability incurred solely as a result of Contractors acts or omissions. Furthermore, nothing in the
additional insured endorsement shall limit Lansing Board of Water and Lights or Contractors products-
completed operations coverage to only those liabilities arising from Contractors ongoing operations.

3. Each policy required under this Exhibit H shall provide that it may not be canceled or substantially modified
without thirty (30) Days prior written notice to the Owner. In addition, the Construction Manager shall
promptly notify the Owner in writing of any cancellation or change in coverage under any policy required to be
maintained hereunder. The Construction Manager shall deliver to the Owner certificate of all insurance policies
and all policies and endorsements required under this Exhibit H within ten (10) Days after the date of the
Agreement.

4. The Construction Manager shall be responsible for payment of all deductible amounts under the Construction
Managers insurance policies and shall disclose any deductibles over $10,000 applicable to any coverage.

5. The Construction Manager shall require all Subcontractors performing in connection with the Project to
maintain the insurance coverages required by this Exhibit H with limits acceptable to the Owner.

6. The Construction Manager waives all rights against the Owner Parties for recovery of damages and expenses to
the extent that these damages and expenses are covered by any of the insurance coverages required to be
maintained by the Construction Manager under this Agreement or other insurance coverages maintained by the

7. To the extent damages are covered by property insurance provided by the Construction Manager, the Owner
and Construction Manager waive all rights against each other and against the Owner Parties, the Construction
Manager, Subcontractors, agents and employees of the other for damages, except such rights as they may have
to the proceeds of such insurance. The Owner or the Construction Manager, as appropriate, shall require of the
contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties
enumerated herein.

8. Contractor will provide full coverage for all of Contractors equipment, property and tools used in the Work.




42

EXHIBIT I

DESIGN CRITERIA



43

EXHIBIT J

GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

(Attached)

8838808.4 4/19/2011 2:55 PM
AIA
Document A201
TM
2007
General Conditions of the Contract for Construction

AIA Document A201 2007. Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The
American Institute of E/As. All rights reserved. WARNING: This AIA

Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA

Document, or any portion of it, may result in severe civil and criminal
penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:20:58 on
06/25/2010 under Order No.1486758953_1 which expires on 01/16/2012, and is not for resale.

1

ADDITIONS AND DELETIONS:
The author of this document
has added information
needed for its completion.
The author may also have
revised the text of the
original AIA standard form.
An Additions and Deletions
Report that notes added
information as well as
revisions to the standard
form text is available from
the author and should be
reviewed.
This document has important
legal consequences.
Consultation with an
attorney is encouraged with
respect to its completion
or modification.
ELECTRONIC COPYING of any
portion of this AIA

Document
to another electronic file is
prohibited and constitutes a
violation of copyright laws
as set forth in the footer of
this document.

for the following PROJECT:

New natural gas fired cogeneration facility, commonly known as Reo Town Plant,
located at 1203 S. Washington Avenue, Lansing, Michigan

THE OWNER:

1232 Haco Drive

THE E/A:

Burns and Roe Enterprises, Inc.
800 Kinderkamack Road
Oradell, New Jersey 07649

OWNERS REPRESENTATIVE

Pete Kramer
Reo Town Plant
1232 Haco Dr.
Lansing, MI 48912
517.702.6076

TABLE OF ARTICLES

1 GENERAL PROVISIONS

2 OWNER

3 CONTRACTOR

4 E/A

5 SUBCONTRACTORS

6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

7 CHANGES IN THE WORK

8 TIME

9 PAYMENTS AND COMPLETION

10 PROTECTION OF PERSONS AND PROPERTY

11 INSURANCE AND BONDS



2

12 UNCOVERING AND CORRECTION OF WORK

13 MISCELLANEOUS PROVISIONS



3

14 TERMINATION OR SUSPENSION OF THE
CONTRACT

15 CLAIMS AND DISPUTES

16 DEFINED TERMS



4

INDEX
(Topics and numbers in bold are section headings.)

Acceptance of Nonconforming Work
9.6.6, 9.9.3, 12.3
Acceptance of Work
9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3
Access to Work
3.16, 6.2.1, 12.1
Accident Prevention
10
Acts and Omissions
3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5,
10.2.8, 13.4.2, 13.7, 14.1, 15.2
Addenda
1.1.1, 3.11.1
Additional Costs, Claims for
3.7.4, 3.7.5, 6.1.1, 7.3.7.5, 10.3, 15.1.4
Additional Inspections and Testing
9.4.2, 9.8.3, 12.2.1, 13.5
Additional Insured
11.1.4
Additional Time, Claims for
3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.5
Administration of the Contract
3.1.3, 4.2, 9.4, 9.5
Advertisement or Invitation to Bid
1.1.1
Aesthetic Effect
4.2.13
Allowances
3.8, 7.3.8
All-risk Insurance
11.3.1, 11.3.1.1
Applications for Payment
4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7, 9.10,
11.1.3
Approvals
2.1.1, 2.2.2, 2.4, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12.10,
4.2.7, 9.3.2, 13.5.1
E/A
4
E/A, Definition of
4.1.1
E/A, Extent of Authority
2.4.1, 3.12.7, 4.1, 4.2, 5.2, 6.3, 7.1.2, 7.3.7, 7.4, 9.2,
9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1,
13.5.1, 13.5.2, 14.2.2, 14.2.4, 15.1.3, 15.2.1
E/A, Limitations of Authority and Responsibility
2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2,
4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4,
9.4.2, 9.5.3, 9.6.4, 15.1.3, 15.2
E/As Additional Services and Expenses
2.4.1, 11.3.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4
E/As Administration of the Contract
3.1.3, 4.2, 3.7.4, 15.2, 9.4.1, 9.5
E/As Approvals
2.4.1, 3.1.3, 3.5, 3.10.2, 4.2.7
E/As Authority to Reject Work
3.5, 4.2.6, 12.1.2, 12.2.1
E/As Copyright
1.1.7, 1.5
E/As Decisions
3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3,
7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4.1, 9.5, 9.8.4, 9.9.1,
13.5.2, 15.2, 15.3
E/As Inspections
3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5
E/As Instructions
3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.5.2
E/As Interpretations
4.2.11, 4.2.12
E/As Project Representative
4.2.10
E/As Relationship with Contractor
1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5,
3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18,
4.1.2, 4.1.3, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5,
9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.4.2, 13.5,
15.2
E/As Relationship with Subcontractors
1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3.7
E/As Representations
9.4.2, 9.5.1, 9.10.1
E/As Site Visits
3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5
Asbestos
10.3.1
Attorneys Fees
3.18.1, 9.10.2, 10.3.3
Award of Separate Contracts
6.1.1, 6.1.2
Award of Subcontracts and Other Contracts for
Portions of the Work
5.2
Basic Definitions
1.1
Bidding Requirements
1.1.1, 5.2.1, 11.4.1
Binding Dispute Resolution
9.7, 11.3.9, 11.3.10, 13.1.1, 15.2.5, 15.2.6.1, 15.3.1,
15.3.2, 15.4.1
Boiler and Machinery Insurance
11.3.2
Bonds, Lien
7.3.7.4, 9.10.2, 9.10.3
Bonds, Performance, and Payment
7.3.7.4, 9.6.7, 9.10.3, 11.3.9, 11.4
Building Permit
3.7.1
Capitalization
1.3
Certificate of Substantial Completion
9.8.3, 9.8.4, 9.8.5



5

Certificates for Payment
4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7,
9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.3
Certificates of Inspection, Testing or Approval
13.5.4
Certificates of Insurance
9.10.2, 11.1.3
Change Orders
1.1.1, 2.4.1, 3.4.2, 3.7.4, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8,
5.2.3, 7.1.2, 7.1.3, 7.2, 7.3.2, 7.3.6, 7.3.9, 7.3.10,
8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.3.1.2, 11.3.4, 11.3.9,
12.1.2, 15.1.3
Change Orders, Definition of
7.2.1
CHANGES IN THE WORK
2.2.1, 3.11, 4.2.8, 7, 7.2.1, 7.3.1, 7.4, 7.4.1, 8.3.1,
9.3.1.1, 11.3.9
Claims, Definition of
15.1.1
CLAIMS AND DISPUTES
3.2.4, 6.1.1, 6.3, 7.3.9, 9.3.3, 9.10.4, 10.3.3, 15, 15.4
Claims and Timely Assertion of Claims
15.4.1
Claims for Additional Cost
3.2.4, 3.7.4, 6.1.1, 7.3.9, 10.3.2, 15.1.4
Claims for Additional Time
3.2.4, 3.7.46.1.1, 8.3.2, 10.3.2, 15.1.5
Concealed or Unknown Conditions, Claims for
3.7.4
Claims for Damages
3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1,
11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6
Claims Subject to Arbitration
15.3.1, 15.4.1
Cleaning Up
3.15, 6.3
Commencement of the Work, Conditions Relating to
2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3,
6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.3.1, 11.3.6, 11.4.1,
15.1.4
Commencement of the Work, Definition of
8.1.2
Communications Facilitating Contract
Administration
3.9.1, 4.2.4
Completion, Conditions Relating to
3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1,
9.10, 12.2, 13.7, 14.1.2
COMPLETION, PAYMENTS AND
9
Completion, Substantial
4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3,
12.2, 13.7
Compliance with Laws
1.6.1, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4,
10.2.2, 11.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6,
14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3
Concealed or Unknown Conditions
3.7.4, 4.2.8, 8.3.1, 10.3
Conditions of the Contract
1.1.1, 6.1.1, 6.1.4
Consent, Written
3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, 9.9.1,
9.10.2, 9.10.3, 11.3.1, 13.2, 13.4.2, 15.4.4.2
CONSTRUCTION BY OWNER OR BY
SEPARATE CONTRACTORS
1.1.4, 6
Construction Change Directive, Definition of
7.3.1
Construction Change Directives
1.1.1, 3.4.2, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3,
9.3.1.1
Construction Schedules, Contractors
3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2
Contingent Assignment of Subcontracts
5.4, 14.2.2.2
Continuing Contract Performance
15.1.3
Contract, Definition of
1.1.2
CONTRACT, TERMINATION OR
SUSPENSION OF THE
5.4.1.1, 11.3.9, 14
Contract Administration
3.1.3, 4, 9.4, 9.5
Contract Award and Execution, Conditions Relating
to
3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.3.6, 11.4.1
Contract Documents, Copies Furnished and Use of
1.5.2, 2.2.5, 5.3
Contract Documents, Definition of
1.1.1
Contract Sum
3.7.4, 3.8, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4,
9.6.7, 9.7, 10.3.2, 11.3.1, 14.2.4, 14.3.2, 15.1.4,
15.2.5
Contract Sum, Definition of
9.1
Contract Time
3.7.4, 3.7.5, 3.10.2, 5.2.3, 7.2.1.3, 7.3.1, 7.3.5, 7.4,
8.1.1, 8.2.1, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 14.3.2,
15.1.5.1, 15.2.5
Contract Time, Definition of
8.1.1
CONTRACTOR
3
Contractor, Definition of
3.1, 6.1.2
Contractors Construction Schedules
3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2
Contractors Employees
3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3,
11.1.1, 11.3.7, 14.1, 14.2.1.1,
Contractors Liability Insurance
11.1



6

Contractors Relationship with Separate Contractors
and Owners Forces
3.12.5, 3.14.2, 4.2.4, 6, 11.3.7, 12.1.2, 12.2.4
Contractors Relationship with Subcontractors
1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2,
11.3.1.2, 11.3.7, 11.3.8
Contractors Relationship with the E/A
1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5,
3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.3, 4.2, 5.2,
6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6,
10.3, 11.3.7, 12, 13.5, 15.1.2, 15.2.1
Contractors Representations
3.2.1, 3.2.2, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2
Contractors Responsibility for Those Performing the
Work
3.3.2, 3.18, 5.3.1, 6.1.3, 6.2, 9.5.1, 10.2.8
Contractors Review of Contract Documents
3.2
Contractors Right to Stop the Work
9.7
Contractors Right to Terminate the Contract
14.1, 15.1.6
Contractors Submittals
3.10, 3.11, 3.12.4, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2,
9.8.3, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.4.2
Contractors Superintendent
3.9, 10.2.6
Contractors Supervision and Construction
Procedures
1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4,
7.1.3, 7.3.5, 7.3.7, 8.2, 10, 12, 14, 15.1.3
Contractual Liability Insurance
11.1.1.8, 11.2
Coordination and Correlation
1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1
Copies Furnished of Drawings and Specifications
1.5, 2.2.5, 3.11
Copyrights
1.5, 3.17
Correction of Work
2.3, 2.4, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2
Correlation and Intent of the Contract Documents
1.2
Cost, Definition of
7.3.7
Costs
2.4.1, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3,
7.3.3.3, 7.3.7, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6,
11.3, 12.1.2, 12.2.1, 12.2.4, 13.5, 14
Cutting and Patching
3.14, 6.2.5
Damage to Construction of Owner or Separate
Contractors
3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 11.1.1, 11.3,
12.2.4
Damage to the Work
3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4.1, 11.3.1, 12.2.4
Damages, Claims for
3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1,
11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6
Damages for Delay
6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2
Date of Commencement of the Work, Definition of
8.1.2
Date of Substantial Completion, Definition of
8.1.3
Day, Definition of
8.1.4
Decisions of the E/A
3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 15.2, 6.3,
7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1,
13.5.2, 14.2.2, 14.2.4, 15.1, 15.2
Decisions to Withhold Certification
9.4.1, 9.5, 9.7, 14.1.1.3
Defective or Nonconforming Work, Acceptance,
Rejection and Correction of
2.3.1, 2.4.1, 3.5, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2,
9.9.3, 9.10.4, 12.2.1
Definitions
1.1, 2.1.1, 3.1.1, 3.5, 3.12.1, 3.12.2, 3.12.3, 4.1.1,
15.1.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1
Delays and Extensions of Time
3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7,
10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5
Disputes
6.3, 7.3.9, 15.1, 15.2
Documents and Samples at the Site
3.11
Drawings, Definition of
1.1.5
Drawings and Specifications, Use and Ownership of
3.11
Effective Date of Insurance
8.2.2, 11.1.2
Emergencies
10.4, 14.1.1.2, 15.1.4
Employees, Contractors
3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2,
10.3.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1
Equipment, Labor, Materials or
1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13.1, 3.15.1,
4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3,
9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2
Execution and Progress of the Work
1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.5,
3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.5, 8.2,
9.5.1, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3.1, 15.1.3
Extensions of Time
3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4, 9.5.1, 9.7, 10.3.2,
10.4.1, 14.3, 15.1.5, 15.2.5
Failure of Payment
9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2
Faulty Work
(See Defective or Nonconforming Work)



7

Final Completion and Final Payment
4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.3.1, 11.3.5,
12.3.1, 14.2.4, 14.4.3
Financial Arrangements, Owners
2.2.1, 13.2.2, 14.1.1.4
Fire and Extended Coverage Insurance
11.3.1.1
GENERAL PROVISIONS
1
Governing Law
13.1
Guarantees (See Warranty)
Hazardous Materials
10.2.4, 10.3
Identification of Subcontractors and Suppliers
5.2.1
Indemnification
3.17, 3.18, 9.10.2, 10.3.3, 10.3.5, 10.3.6, 11.3.1.2,
11.3.7
Information and Services Required of the Owner
2.1.2, 2.2, 3.2.2, 3.12.4, 3.12.10, 6.1.3, 6.1.4, 6.2.5,
9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1,
13.5.2, 14.1.1.4, 14.1.4, 15.1.3
Initial Decision
15.2
Initial Decision Maker, Definition of
1.1.8
Initial Decision Maker, Decisions
14.2.2, 14.2.4, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5
Initial Decision Maker, Extent of Authority
14.2.2, 14.2.4, 15.1.3, 15.2.1, 15.2.2, 15.2.3, 15.2.4,
15.2.5
Injury or Damage to Person or Property
10.2.8, 10.4.1
Inspections
3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3,
9.9.2, 9.10.1, 12.2.1, 13.5
Instructions to Bidders
1.1.1
Instructions to the Contractor
3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.5.2
Instruments of Service, Definition of
1.1.7
Insurance
3.18.1, 6.1.1, 7.3.7, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 11
Insurance, Boiler and Machinery
11.3.2
Insurance, Contractors Liability
11.1
Insurance, Effective Date of
8.2.2, 11.1.2
Insurance, Loss of Use
11.3.3
Insurance, Owners Liability
11.2
Insurance, Property
10.2.5, 11.3
Insurance, Stored Materials
9.3.2
INSURANCE AND BONDS
11
Insurance Companies, Consent to Partial Occupancy
9.9.1
Intent of the Contract Documents
1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4
Interest
13.6
Interpretation
1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15.1.1
Interpretations, Written
4.2.11, 4.2.12, 15.1.4
Judgment on Final Award
15.4.2
Labor and Materials, Equipment
1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1,
4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3,
9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2
Labor Disputes
8.3.1
Laws and Regulations
1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13.1, 4.1.1, 9.6.4, 9.9.1,
10.2.2, 11.1.1, 11.3, 13.1.1, 13.4, 13.5.1, 13.5.2,
13.6.1, 14, 15.2.8, 15.4
Liens
2.1.2, 9.3.3, 9.10.2, 9.10.4, 15.2.8
Limitations, Statutes of
12.2.5, 13.7, 15.4.1.1
Limitations of Liability
2.3.1, 3.2.2, 3.5, 3.12.10, 3.17, 3.18.1, 4.2.6, 4.2.7,
4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 10.2.5, 10.3.3,
11.1.2, 11.2, 11.3.7, 12.2.5, 13.4.2
Limitations of Time
2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7,
5.2, 5.3.1, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3,
9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.3.1.5,
11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15
Loss of Use Insurance
11.3.3
Material Suppliers
1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5
Materials, Hazardous
10.2.4, 10.3
Materials, Labor, Equipment and
1.1.3, 1.1.6, 1.5.1, 3.4.1, 3.5, 3.8.2, 3.8.3, 3.12,
3.13.1, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2,
9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1,
14.2.1.2
Means, Methods, Techniques, Sequences and
Procedures of Construction
3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2
Mechanics Lien
2.1.2, 15.2.8
Minor Changes in the Work
1.1.1, 3.12.8, 4.2.8, 7.1, 7.4



8

MISCELLANEOUS PROVISIONS
13
Modifications, Definition of
1.1.1
Modifications to the Contract
1.1.1, 1.1.2, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7,
10.3.2, 11.3.1
Mutual Responsibility
6.2
Nonconforming Work, Acceptance of
9.6.6, 9.9.3, 12.3
Nonconforming Work, Rejection and Correction of
2.3.1, 2.4.1, 3.5, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3,
9.10.4, 12.2.1
Notice
2.2.1, 2.3.1, 2.4.1, 3.2.4, 3.3.1, 3.7.2, 3.12.9, 5.2.1,
9.7, 9.10, 10.2.2, 11.1.3, 12.2.2.1, 13.3, 13.5.1,
13.5.2, 14.1, 14.2, 15.2.8, 15.4.1
Notice, Written
2.3.1, 2.4.1, 3.3.1, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 9.7,
9.10, 10.2.2, 10.3, 11.1.3, 11.3.6, 12.2.2.1, 13.3, 14,
15.2.8, 15.4.1
Notice of Claims
3.7.4, 10.2.8, 15.1.2, 15.4
Notice of Testing and Inspections
13.5.1, 13.5.2
Observations, Contractors
3.2, 3.7.4
Occupancy
2.2.2, 9.6.6, 9.8, 11.3.1.5
Orders, Written
1.1.1, 2.3, 3.9.2, 7, 8.2.2, 11.3.9, 12.1, 12.2.2.1,
13.5.2, 14.3.1
OWNER
2
Owner, Definition of
2.1.1
Owner, Information and Services Required of the
2.1.2, 2.2, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2,
9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.3, 13.5.1,
13.5.2, 14.1.1.4, 14.1.4, 15.1.3
Owners Authority
1.5, 2.1.1, 2.3.1, 2.4.1, 3.4.2, 3.8.1, 3.12.10, 3.14.2,
4.1.2, 4.1.3, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3,
7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.6.4,
9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.3, 11.3.10, 12.2.2,
12.3.1, 13.2.2, 14.3, 14.4, 15.2.7
Owners Financial Capability
2.2.1, 13.2.2, 14.1.1.4
Owners Liability Insurance
11.2
Owners Relationship with Subcontractors
1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2
Owners Right to Carry Out the Work
2.4, 14.2.2
Owners Right to Clean Up
6.3
Owners Right to Perform Construction and to
Award Separate Contracts
6.1
Owners Right to Stop the Work
2.3
Owners Right to Suspend the Work
14.3
Owners Right to Terminate the Contract
14.2
Ownership and Use of Drawings, Specifications
and Other Instruments of Service
1.1.1, 1.1.6, 1.1.7, 1.5, 2.2.5, 3.2.2, 3.11.1, 3.17,
4.2.12, 5.3.1
Partial Occupancy or Use
9.6.6, 9.9, 11.3.1.5
Patching, Cutting and
3.14, 6.2.5
Patents
3.17
Payment, Applications for
4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.6.3, 9.7, 9.8.5, 9.10.1,
14.2.3, 14.2.4, 14.4.3
Payment, Certificates for
4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1,
9.10.3, 13.7, 14.1.1.3, 14.2.4
Payment, Failure of
9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2
Payment, Final
4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 12.3.1,
13.7, 14.2.4, 14.4.3
Payment Bond, Performance Bond and
7.3.7.4, 9.6.7, 9.10.3, 11.4
Payments, Progress
9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3
PAYMENTS AND COMPLETION
9
Payments to Subcontractors
5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 14.2.1.2
PCB
10.3.1
Performance Bond and Payment Bond
7.3.7.4, 9.6.7, 9.10.3, 11.4
Permits, Fees, Notices and Compliance with Laws
2.2.2, 3.7, 3.13, 7.3.7.4, 10.2.2
PERSONS AND PROPERTY, PROTECTION
OF
10
Polychlorinated Biphenyl
10.3.1
Product Data, Definition of
3.12.2
Product Data and Samples, Shop Drawings
3.11, 3.12, 4.2.7
Progress and Completion
4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.3
Progress Payments
9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3
Project, Definition of
1.1.4



9

Project Representatives
4.2.10
Property Insurance
10.2.5, 11.3
PROTECTION OF PERSONS AND PROPERTY
10
Regulations and Laws
1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 9.9.1,
10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14,
15.2.8, 15.4
Rejection of Work
3.5, 4.2.6, 12.2.1
Releases and Waivers of Liens
9.10.2
Representations
3.2.1, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1,
9.8.2, 9.10.1
Representatives
2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.2, 4.2.10, 5.1.1,
5.1.2, 13.2.1
Responsibility for Those Performing the Work
3.3.2, 3.18, 4.2.3, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10
Retainage
9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3
Review of Contract Documents and Field
Conditions by Contractor
3.2, 3.12.7, 6.1.3
Review of Contractors Submittals by Owner and
E/A
3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2
Review of Shop Drawings, Product Data and
Samples by Contractor
3.12
Rights and Remedies
1.1.2, 2.3, 2.4, 3.5, 3.7.4, 3.15.2, 4.2.6, 5.3, 5.4, 6.1,
6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4,
13.4, 14, 15.4
Royalties, Patents and Copyrights
3.17
Rules and Notices for Arbitration
15.4.1
Safety of Persons and Property
10.2, 10.4
Safety Precautions and Programs
3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.4
Samples, Definition of
3.12.3
Samples, Shop Drawings, Product Data and
3.11, 3.12, 4.2.7
Samples at the Site, Documents and
3.11
Schedule of Values
9.2, 9.3.1
Schedules, Construction
3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2
Separate Contracts and Contractors
1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2
Shop Drawings, Definition of
3.12.1
Shop Drawings, Product Data and Samples
3.11, 3.12, 4.2.7
Site, Use of
3.13, 6.1.1, 6.2.1
Site Inspections
3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.4.2, 9.10.1, 13.5
Site Visits, E/As
3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5
Special Inspections and Testing
4.2.6, 12.2.1, 13.5
Specifications, Definition of
1.1.6
Specifications
1.1.1, 1.1.6, 1.2.2, 1.5, 3.11, 3.12.10, 3.17, 4.2.14
Statute of Limitations
13.7, 15.4.1.1
Stopping the Work
2.3, 9.7, 10.3, 14.1
Stored Materials
6.2.1, 9.3.2, 10.2.1.2, 10.2.4
Subcontractor, Definition of
5.1.1
SUBCONTRACTORS
5
Subcontractors, Work by
1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2,
9.6.7
Subcontractual Relations
5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 14.1, 14.2.1
Submittals
3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.7, 9.2, 9.3,
9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3
Submittal Schedule
3.10.2, 3.12.5, 4.2.7
Subrogation, Waivers of
6.1.1, 11.3.7
Substantial Completion
4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3,
12.2, 13.7
Substantial Completion, Definition of
9.8.1
Substitution of Subcontractors
5.2.3, 5.2.4
Substitution of E/A
4.1.3
Substitutions of Materials
3.4.2, 3.5, 7.3.8
Sub-subcontractor, Definition of
5.1.2
Subsurface Conditions
3.7.4
Successors and Assigns
13.2
Superintendent
3.9, 10.2.6



10

Supervision and Construction Procedures
1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4,
7.1.3, 7.3.7, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.3
Surety
5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2, 15.2.7
Surety, Consent of
9.10.2, 9.10.3
Surveys
2.2.3
Suspension by the Owner for Convenience
14.3
Suspension of the Work
5.4.2, 14.3
Suspension or Termination of the Contract
5.4.1.1, 14
Taxes
3.6, 3.8.2.1, 7.3.7.4
Termination by the Contractor
14.1, 15.1.6
Termination by the Owner for Cause
5.4.1.1, 14.2, 15.1.6
Termination by the Owner for Convenience
14.4
Termination of the E/A
4.1.3
Termination of the Contractor
14.2.2
TERMINATION OR SUSPENSION OF THE
CONTRACT
14
Tests and Inspections
3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2,
9.10.1, 10.3.2, 11.4.1.1, 12.2.1, 13.5
TIME
8
Time, Delays and Extensions of
3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7,
10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5
Time Limits
2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2,
5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3,
9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 12.2, 13.5,
13.7, 14, 15.1.2, 15.4
Time Limits on Claims
3.7.4, 10.2.8, 13.7, 15.1.2
Title to Work
9.3.2, 9.3.3
Transmission of Data in Digital Form
1.6
UNCOVERING AND CORRECTION OF
WORK
12
Uncovering of Work
12.1
Unforeseen Conditions, Concealed or Unknown
3.7.4, 8.3.1, 10.3
Unit Prices
7.3.3.2, 7.3.4
Use of Documents
1.1.1, 1.5, 2.2.5, 3.12.6, 5.3
Use of Site
3.13, 6.1.1, 6.2.1
Values, Schedule of
9.2, 9.3.1
Waiver of Claims by the E/A
13.4.2
Waiver of Claims by the Contractor
9.10.5, 13.4.2, 15.1.6
Waiver of Claims by the Owner
9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6
Waiver of Consequential Damages
14.2.4, 15.1.6
Waiver of Liens
9.10.2, 9.10.4
Waivers of Subrogation
6.1.1, 11.3.7
Warranty
3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7.1
Weather Delays
15.1.5.2
Work, Definition of
1.1.3
Written Consent
1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5,
9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2, 15.4.4.2
Written Interpretations
4.2.11, 4.2.12
Written Notice
2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 5.2.1, 8.2.2, 9.7,
9.10, 10.2.2, 10.3, 11.1.3, 12.2.2, 12.2.4, 13.3, 14,
15.4.1
Written Orders
1.1.1, 2.3, 3.9, 7, 8.2.2, 12.1, 12.2, 13.5.2, 14.3.1,
15.1.2



11

ARTICLE 1 GENERAL PROVISIONS
1.1 BASIC DEFINITIONS
1.1.1 THE CONTRACT DOCUMENTS
The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the
Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other
Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, the Bid Documents, other
documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a
written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive
or (4) a written order for a minor change in the Work issued by the E/A.

1.1.2 THE CONTRACT
The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated
agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written
or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be
construed to create a contractual relationship of any kind (1) between the Contractor and the E/A or the E/As
consultants, (2) between the Owner and a Subcontractor or a Sub-subcontractor, (3) between the Owner and the E/A
or the E/As consultants or (4) between any persons or entities other than the Owner and the Contractor, except that
the Owner is the intended third-party beneficiary of the obligations of the Subcontractors. The E/A shall, however,
be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of
the E/As duties.

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

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

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

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

1.1.7 INSTRUMENTS OF SERVICE
Instruments of Service are representations, in any medium of expression now known or later developed, of the
tangible and intangible creative work performed by the E/A and the E/As consultants under their respective
professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models,
sketches, drawings, specifications, and other similar materials.

1.1.8 INITIAL DECISION MAKER
The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in
accordance with Section 15.2 and certify termination of the Agreement under Section 14.2.2.

1.1.9 DEFINED TERMS
Unless otherwise defined, terms used in this Contract shall have the meanings set forth in Article 16.

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




12

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

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

1.2.4 In the event of a conflict or inconsistency between the Agreement, including Exhibits incorporated therein by
reference, and the other Contract Documents, the terms and conditions of the Agreement shall govern. In the event
of a conflict between the Bid Documents and the other terms of the Agreement, such other terms of the Agreement
shall govern. In the event of other conflicts among the documents incorporated in the Agreement, the Owners
Representative shall determine which provisions govern.

1.3 CAPITALIZATION
Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of
numbered articles or (3) the titles of other documents published by the American Institute of E/As.

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

1.5 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE
1.5.1 The E/A and the E/As consultants shall be deemed the authors and owners of their respective Instruments of
Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved
rights, including copyrights. The Contractor, Subcontractors, Sub-subcontractors, and material or equipment
suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official
regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in
derogation of the E/As or E/As consultants reserved rights.

1.5.2 The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use
and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All
copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service.
The Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers may not use the
Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the
specific written consent of the Owner, E/A and the E/As consultants.

1.6 TRANSMISSION OF DATA IN DIGITAL FORM
If the parties intend to transmit Instruments of Service or any other information or documentation in digital form,
they shall endeavor to establish necessary protocols governing such transmissions, unless otherwise already
provided in the Agreement or the Contract Documents.

ARTICLE 2 OWNER
2.1 GENERAL
2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the
Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have
express authority to bind the Owner with respect to all matters requiring the Owners approval or authorization.
Except as otherwise provided in Section 4.2.1, the E/A does not have such authority. The term Owner means the
Owner or the Owners authorized representative.

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

2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER
2.2.1 Prior to commencement of the Work, the Contractor may request in writing that the Owner provide
reasonable evidence that the Owner has made financial arrangements to fulfill the Owners obligations under the



13

Contract. Thereafter, the Contractor may only request such evidence if (1) the Owner fails to make payments to the
Contractor as the Contract Documents require; (2) a change in the Work materially changes the Contract Sum; or (3)
the Contractor identifies in writing a reasonable concern regarding the Owners ability to make payment when due.
The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or
the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not
materially vary such financial arrangements without prior notice to the Contractor.

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

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

2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents in
accordance with the construction schedule developed by the Contractor and approved by the Owner (hereinafter, the
Schedule) and otherwise with reasonable promptness. The Owner shall also furnish any other information or
services under the Owners control and relevant to the Contractors performance of the Work with reasonable
promptness after receiving the Contractors written request for such information or services.

2.2.5 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of
the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2.

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

2.4 OWNERS RIGHT TO CARRY OUT THE WORK
If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails
within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such
default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner
may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from
payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including
Owners expenses and compensation for the E/As and Owners Representatives additional services made
necessary by such default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to
cover such amounts, the Contractor shall pay the difference to the Owner.

ARTICLE 3 CONTRACTOR
3.1 GENERAL
3.1.1 The Contractor is the person or entity identified as the Construction Manager in the Agreement and is
referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if
required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative
who shall have express authority to bind the Contractor with respect to all matters under this Contract. The term
Contractor means the Contractor or the Contractors authorized representative.

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

3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract
Documents either by activities or duties of the Owners Representative or the E/A in their respective activities in the
administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities
other than the Contractor.



14

3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR
3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site,
become generally familiar with local conditions under which the Work is to be performed and correlated personal
observations with requirements of the Contract Documents.

3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the
Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as
the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing
conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These
obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the
purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor
shall promptly report to the E/A and the Owners Representative any errors, inconsistencies or omissions discovered
by or made known to the Contractor as a request for information in such form as the E/A or the Owners
Representative may require. It is recognized that the Contractors review is made in the Contractors capacity as a
contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract
Documents.

3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable
laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor
shall promptly report to the E/A and the Owners Representative any nonconformity discovered by or made known
to the Contractor as a request for information in such form as the E/A or Owners Representative may require.

3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the
E/A issues in response to the Contractors notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the
Contractor shall make Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections
3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the
Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be
liable to the Owner or E/A for damages resulting from errors, inconsistencies or omissions in the Contract
Documents, for differences between field measurements or conditions and the Contract Documents, or for
nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations,
and lawful orders of public authorities.

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

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

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

3.4 LABOR AND MATERIALS
3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor,
materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other



15

facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent
and whether or not incorporated or to be incorporated in the Work.

3.4.2 Except in the case of minor changes in the Work authorized by the E/A in accordance with Sections 3.12.8 or
7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the E/A and in
accordance with a Change Order or Construction Change Directive.

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

3.4.4 The Contractor shall enter into and administer a Labor Management Cooperation Agreement with the
Michigan Construction Buildings Trades for the Project; so long as terms are consistent with those currently in
effect on similar projects in the region as negotiated to the satisfaction of the owner. The Labor Management
Cooperation Agreement shall take into consideration scheduled work by the Owners separate contractors and
suppliers. The Contractor shall fully cooperate with the Owner in the planning and scheduling for work by the
Owners separate contractors and suppliers with the objective of eliminating strikes, picketing, handbilling and other
similar activities which might disrupt work activities for the Project. The Owner and Contractor agree that the
Labor Management Cooperation Agreement shall encourage the use of local labor as possible.

3.5 WARRANTY
The Contractor warrants to the Owner and E/A that materials and equipment furnished under the Contract will be of
good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants
that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for
those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment
not conforming to these requirements may be considered defective. The Contractors warranty excludes remedy for
damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient
maintenance, improper operation, or normal wear and tear and normal usage. If required by the E/A or the Owners
Representative, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and
equipment.

3.6 TAXES
The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are
legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled
to go into effect, excluding sales taxes for industrial processing equipment exempt from sales tax.

3.7 PERMITS, FEES, NOTICES AND COMPLIANCE WITH LAWS
3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building
permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper
execution and completion of the Work that are customarily secured after execution of the Contract and legally
required at the time bids are received or negotiations concluded.

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

3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes,
rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility
for such Work and shall bear the costs attributable to correction.

3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1)
subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract
Documents or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily
found to exist and generally recognized as inherent in construction activities of the character provided for in the
Contract Documents, the Contractor shall promptly provide notice to the Owner and the E/A before conditions are
disturbed and in no event later than 21 days after first observance of the conditions. The Owners Representative
will promptly investigate such conditions and, if the Owners Representative determines that they differ materially
and cause an increase or decrease in the Contractors cost of, or time required for, performance of any part of the
Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Owners



16

Representative determines that the conditions at the site are not materially different from those indicated in the
Contract Documents and that no change in the terms of the Contract is justified, the Owners Representative shall
promptly notify the Owner and Contractor in writing, stating the reasons. If the Contractor disputes the Owners
Representatives determination or recommendation, the Contractor may proceed as provided in Article 15. In all
events, Schedule adjustments and compensation for delays will be governed by Article 8 hereof and Section 5.5 of
the Agreement, and the calculation of Change Orders for additional costs will be governed by Article 7 hereof and
Section 5.5 of the Agreement.

3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial
markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately
suspend any operations that would affect them and shall notify the Owner and E/A. Upon receipt of such notice, the
Owner shall promptly take any action necessary to obtain governmental authorization required to resume the
operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but
shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the
Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in
Articles 7 and 8.

3.8 ALLOWANCES
3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items
covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct,
but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable
objection.

3.8.2 Unless otherwise provided in the Contract Documents,
.1 Allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and
all required taxes, less applicable trade discounts;
.2 Contractors costs for unloading and handling at the site, labor, installation costs, overhead, profit and
other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but
not in the allowances; and
.3 Whenever costs are more than or less than allowances, the Contract Sum shall be adjusted
accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference
between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractors costs
under Section 3.8.2.2.

3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness.

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

3.9.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner
through the Owners Representative the name and qualifications of a proposed superintendent. The Owners
Representative may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Owners
Representative has reasonable objection to the proposed superintendent or (2) that the Owners Representative
requires additional time to review. Failure of the Owners Representative to reply within the 14 day period shall
constitute notice of no reasonable objection.

3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Owners Representative
has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owners
consent, which shall not unreasonably be withheld or delayed.

3.10 CONTRACTORS CONSTRUCTION SCHEDULES
3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owners
approval and E/As information a Contractors construction Schedule for the Work consistent with the Milestone
Schedule in the Agreement. The Schedule shall not exceed time limits current under the Contract Documents, shall
be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire



17

Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable
execution of the Work.

3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter
as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the E/As approval. The
E/As approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with
the Contractors construction Schedule, and (2) allow the E/A reasonable time to review submittals. If the
Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum
or extension of Contract Time based on the time required for review of submittals.

3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to
the Owner and Owners Representative and in accordance with the Schedule, subject to adjustment in accordance
with Article 8.

3.11 DOCUMENTS AND SAMPLES AT THE SITE
The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change
Orders and other Modifications, in good order and marked currently to indicate field changes and selections made
during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required
submittals. All documents shall be maintained in hard copy and electronic form. These shall be available to the E/A
and the Owners Representative and shall be delivered to the Owners Representative for submittal to the Owner
upon completion of the Work as a record of the Work as constructed.

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

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

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

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

3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the E/A
Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance
with the submittal schedule approved by the E/A or, in the absence of an approved submittal schedule, with
reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of
separate contractors.

3.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to
the Owner and E/A that the Contractor has (1) reviewed and approved them, (2) determined and verified materials,
field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the
information contained within such submittals with the requirements of the Work and of the Contract Documents.

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



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3.12.8 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 E/A on previous submittals. In the
absence of such written notice, the E/As approval of a resubmission shall not apply to such revisions.

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

3.13 USE OF SITE
The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes,
rules and regulations, and lawful orders of public authorities and the Contract Documents and shall not unreasonably
encumber the site with materials or equipment.

3.14 CUTTING AND PATCHING
3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make
its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition
existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents.

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

3.15 CLEANING UP
3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or
rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste
materials, rubbish, the Contractors tools, construction equipment, machinery and surplus materials from and about
the Project.

3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and Owner
shall be entitled to reimbursement from the Contractor.

3.16 ACCESS TO WORK
The Contractor shall provide the Owner and E/A and the Owners Representative access to the Work in preparation
and progress wherever located.

3.17 ROYALTIES, PATENTS AND COPYRIGHTS
The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement
of copyrights and patent rights and shall hold the Owner and E/A and the Owners Representative harmless from
loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or



19

product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the
copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or E/A.
However, if the Contractor has reason to believe that the required design, process or product is an infringement of a
copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished
to the E/A and the Owners Representative.

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

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

ARTICLE 4 E/A
4.1 GENERAL
4.1.1 The Owner shall retain an E/A lawfully licensed to practice architecture or an entity lawfully practicing
architecture in the jurisdiction where the Project is located. That person or entity is identified as the E/A in the
Agreement and is referred to throughout the Contract Documents as if singular in number.

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

4.1.3 If the employment of the E/A is terminated, the Owner shall employ a successor E/A as to whom the
Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the E/A.

4.2 ADMINISTRATION OF THE CONTRACT
4.2.1 The Owners Representative will provide administration of the Contract as described in the Contract
Documents.

4.2.2 The E/A will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the
Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to
determine in general if the Work observed is being performed in a manner indicating that the Work, when fully
completed, will be in accordance with the Contract Documents. However, the E/A will not be required to make
exhaustive or continuous on-site inspections to check the quality or quantity of the Work. Neither the Owner nor the
E/A will not have control over, charge of, or responsibility for, the construction means, methods, techniques,
sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are
solely the Contractors rights and responsibilities under the Contract Documents, except as provided in Section
3.3.1.

4.2.3 On the basis of the site visits, the E/A will keep the Owner reasonably informed about the progress and
quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract
Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and
deficiencies observed in the Work. Neither the Owner nor the E/A will be responsible for the Contractors failure to
perform the Work in accordance with the requirements of the Contract Documents. Neither the Owner nor the E/A
will have control over or charge of and will not be responsible for acts or omissions of the Contractor,
Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work.



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4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION
Except as otherwise provided in the Contract Documents or when direct communications have been specially
authorized, the Owner and Contractor shall endeavor to communicate with each other through the Owners
Representative, with a copy to the E/A, about matters arising out of or relating to the Contract; provided, however,
that communications regarding the intent of the Contract Documents and/or the requirements of the Drawings and
Specifications shall be directly with the E/A, with a copy to the Owners Representative. Communications by and
with the E/As consultants shall be through the E/A. Communications by and with Subcontractors and material
suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the
Owners Representative.

4.2.5 Based on the Owners Representatives evaluations of the Contractors Applications for Payment, the
Owners Representative will review and certify the amounts due the Contractor and will issue Certificates for
Payment in such amounts.

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

4.2.7 The E/A will review and approve, or take other appropriate action upon, the Contractors submittals such as
Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with
information given and the design concept expressed in the Contract Documents. The E/As action will be taken in
accordance with the submittal schedule approved by the E/A or, in the absence of an approved submittal schedule,
with reasonable promptness while allowing sufficient time in the E/As professional judgment to permit adequate
review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of
other details such as dimensions and quantities, or for substantiating instructions for installation or performance of
equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract
Documents. The E/As review of the Contractors submittals shall not relieve the Contractor of the obligations under
Sections 3.3, 3.5 and 3.12. The E/As review shall not constitute approval of safety precautions or, unless otherwise
specifically stated by the E/A, of any construction means, methods, techniques, sequences or procedures. The E/As
approval of a specific item shall not indicate approval of an assembly of which the item is a component.

4.2.8 The Owners Representative will prepare Change Orders and Construction Change Directives, and may
authorize minor changes in the Work as provided in Section 7.4. The E/A will assist the Owners Representative to
investigate and make determinations and recommendations regarding concealed and unknown conditions as
provided in Section 3.7.4.

4.2.9 The E/A will conduct inspections to determine the date or dates of Substantial Completion and the date of
final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; which Certificates of
Substantial Completion shall be subject to the approval of the Owners Representative, such approval not to be
unreasonably withheld or delayed. The E/A shall receive and review and forward to the Owner, for the Owners
records, written warranties and related documents required by the Contract and assembled by the Contractor
pursuant to Section 9.10.

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

4.2.11 The E/A will interpret and decide matters concerning performance under, and the technical requirements of
the Instruments of Service on written request of either the Owner or Contractor. The E/As response to such requests
will be made in writing within any time limits agreed upon or otherwise with reasonable promptness.

4.2.12 Interpretations and decisions of the E/A will be consistent with the intent of, and reasonably inferable from,
the Instruments of Service and will be in writing or in the form of drawings. When making such interpretations and



21

decisions, the E/A will endeavor to secure faithful performance by both Owner and Contractor, will not show
partiality to either and will not be liable for results of interpretations or decisions rendered in good faith.

4.2.13 [Intentionally omitted]

4.2.14 The E/A will review and respond to requests for information about the Instruments of Service. The E/As
response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable
promptness. If appropriate, the E/A will prepare and issue supplemental Drawings and Specifications in response to
the requests for information.

ARTICLE 5 SUBCONTRACTORS
5.1 DEFINITIONS
5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the
Work at the site. The term Subcontractor is referred to throughout the Contract Documents as if singular in
number and means a Subcontractor or an authorized representative of the Subcontractor. The term Subcontractor
does not include a separate contractor or subcontractors of a separate contractor.

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

5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK
5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as
practicable after award of the Contract, shall furnish in writing to the Owner through the Owners Representative the
names of persons or entities (including those who are to furnish materials or equipment fabricated to a special
design) proposed for each principal portion of the Work. The Owners Representative may reply within 14 days to
the Contractor in writing stating (1) whether the Owner has reasonable objection to any such proposed person or
entity or (2) that the Owners Representative requires additional time for review. Failure of the Owners
Representative to reply within the 14 day period shall constitute notice of no reasonable objection.

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

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

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

5.3 SUBCONTRACTUAL RELATIONS
By appropriate agreement, written where legally required for validity, the Contractor shall require each
Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by
terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities,
including the responsibility for safety of the Subcontractors Work, which the Contractor, by these Documents,
assumes toward the Owner and E/A. Each subcontract agreement shall preserve and protect the rights of the Owner
and E/A under the Contract Documents with respect to the Work to be performed by the Subcontractor so that
subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically
provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the
Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the
Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The
Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement,



22

copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the
Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may
be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of
such documents available to their respective proposed Sub-subcontractors. Prior to the execution of the subcontract,
the Contractor shall confirm that the Subcontractor is fully informed of the special requirements for the Project.

5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided
that
.1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to
Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the
Subcontractor and Contractor in writing; and
.2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the
Contract.

When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractors rights and
obligations under the subcontract.

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

5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a
successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity,
the Owner shall nevertheless remain legally responsible for all of the successor contractors obligations under the
subcontract.

ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
6.1 OWNERS RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS
6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owners
own forces, and to award separate contracts in connection with other portions of the Project or other construction or
operations on the site under Conditions of the Contract identical or substantially similar to these including those
portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is
involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15.

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

6.1.3 The Owner shall provide for coordination of the activities of the Owners own forces and of each separate
contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with
other separate contractors and the Owner in reviewing their construction schedules and the Schedule prepared by the
Contractor shall include time periods as required for the work of the Owners separate contractors and suppliers. The
Contractor shall make any revisions to the construction Schedule deemed necessary after a joint review and mutual
agreement. The construction Schedule shall then constitute the Schedule to be used by the Contractor, separate
contractors and the Owner until subsequently revised.

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

6.2 MUTUAL RESPONSIBILITY
6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and
storage of their materials and equipment and performance of their activities, and shall connect and coordinate the
Contractors construction and operations with theirs as required by the Contract Documents. The Contractor shall
provide a site logistics plan, approved by the Owners Representative, providing for use of the site by the Owner,
Owners separate suppliers and contractors, the Contractor, and its Subcontractors.




23

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

6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor
because of the Contractors delays, improperly timed activities or defective construction. The Owner shall be
responsible to the Contractor for costs the Contractor incurs because of a separate contractors delays, improperly
timed activities, damage to the Work or defective construction.

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

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

6.3 OWNERS RIGHT TO CLEAN UP
If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their
respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the
Owner may clean up and the Owners Representative will allocate the cost among those responsible.

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

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

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

7.1.4 Notwithstanding anything to the contrary in the Contract Documents, the Owner shall have no obligation to
pay for changed Work or alleged changed Work unless such changed Work has been authorized in advance in
writing by the Owner.

7.2 CHANGE ORDERS
A Change Order is a written instrument prepared by the Owners Representative and signed by the Owner,
Contractor and E/A stating their agreement upon all of the following:
.1 The change in the Work;
.2 The amount of the adjustment, if any, in the Contract Sum; and
.3 The extent of the adjustment, if any, in the Contract Time.

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

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




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7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment to the
Contract Time shall be determined in accordance with Article 8 and the adjustment to the Contract Sum shall be
based on one of the following methods, as determined by the Owner:
.1 Mutual acceptance of a lump sum quotation prepared in compliance with Section 7.3.4, properly
itemized and supported by sufficient substantiating data to permit evaluation;
.2 Unit prices stated in the Contract Documents or subsequently agreed upon; or
.3 Actual cost, to be substantiated by the Contractor to the reasonable satisfaction of the Owners
Representative, plus the mark-ups for overhead and profit specified in the Agreement.

7.3.4 If the Owner elects to have the Work performed on the basis of a lump sum quotation under Section 7.3.3.1
hereof, the Contractor shall submit a quotation detailing the proposed adjustment to the Contract Sum on account of
the changed Work.

.1 The adjustment to the Contract Sum for the changed Work shall be based solely upon the affected
Subcontractors estimated net cost for labor and materials, plus the percentages for Subcontractors
overhead and profit set forth below. The Contractor shall furnish, with its quotation, supporting data
consisting of Subcontractor, Sub-Subcontractor and vendor executed proposals. The Subcontractors
may include in their proposals only those workmen directly involved in the changed Work. All other
supervision is included in the Subcontractors percentage for overhead and profit unless (i) additional
foremen are required in connection with the changed Work who were not otherwise on the Project
Site; or (ii) the total Contract Time is extended as a result of the changed Work, in which event a
reasonable amount shall be included for the Subcontractors supervision during the extended period.
Credits for deductions from the Work shall be determined on the same basis as charges for additions
to the Work except that in the case of deletions from the Work the affected Subcontractor shall be
allowed any commercially reasonable restocking or material and equipment cancellation charges
payable to suppliers and vendors for the purpose of computing the credit resulting from deductions
from the Work.

The Subcontractors overhead and profit for increases in the Work shall be as follows:

For additional Work performed by the Subcontractors own forces: Ten (10%) percent of the net
increase in cost.

For additional materials and/or equipment furnished by suppliers: five (5%) percent.

.2 Adjustments to the Construction Managers Fee and Guaranteed Maximum General Conditions Cost
shall be determined in accordance with the Agreement.

.3 The Contractors quotation for changed Work shall include an amount and an adjustment of time
sufficient to cover all costs and delays to the Contractor associated with the changed Work, including
impact costs and delays, and no further or subsequent adjustments to the Contract Sum, the Contract
Time or the Schedule shall be allowed on account thereof.

7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in
the Work involved.

7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractors agreement therewith,
including adjustment in Contract Sum and Contract Time. Such agreement shall be effective immediately and shall
be recorded as a Change Order.

7.3.7 If the Owner elects to have the Work performed on the basis of the actual cost to the Contractor under Section
7.3.3.3 hereof, the Contractor shall keep and present, in such form as the Owners Representative may prescribe, an
itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract
Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following::
.1 Actual costs of labor, including social security, old age and unemployment insurance, fringe benefits
required by agreement, and workers compensation insurance, taxes, insurance, contributions,
assessments and benefits required by law or collective bargaining agreements and, for personnel not
covered by such agreements, customary benefits such as sick leave, medical and health benefits,



25

holidays, vacations and pensions. Labor costs shall not include additional fee, profit, costs for
employer-provided bonuses or costs typically funded based on corporate profitability or subjective
performance measures such as profit sharing, employee stock options or other voluntary contributions
by the employer. The Subcontractor shall provide documentation as may be requested by the
Owners Representative to substantiate the amounts included in, and the calculation of, the labor
rates.
.2 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or
consumed;
.3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the
Contractor or others;
.4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to
the Work (except sales taxes under the Owners sales and use tax exemption, as directed by the
Owner); and
.5 Additional costs of supervision and field office personnel directly attributable to the change.

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

7.4 MINOR CHANGES IN THE WORK
The E/A has authority to order minor changes in the Work not involving adjustment in the Contract Sum or
extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be
effected by written order signed by the E/A and shall be binding on the Owner and Contractor.

ARTICLE 8 TIME
8.1 DEFINITIONS
8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in
the Contract Documents for Substantial Completion of the Work.

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

8.1.3 The date of Substantial Completion is the date certified by the E/A and agreed upon by the Owners
Representative, in accordance with Section 9.8.

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

8.2 PROGRESS AND COMPLETION
8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement
the Contractor confirms that the Contract Time is a reasonable period for performing the Work.

8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely
commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be
furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the
effective date of such insurance.

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

8.2.4 If the Contractor shall fail to adhere to the Schedule approved by the Owner, as revised pursuant to the this Article
8 for delays beyond the control of the Contractor, it must promptly work such additional time over regular hours,
including Saturdays, Sundays and holidays and/or supply such additional workmen as may be required to bring Work on
schedule, without additional cost or expense to the Owner, including claims for inefficiency due to the use of overtime.

8.3 DELAYS BY THE OWNER
8.3.1 The Owner may order the Contractor in writing to suspend, delay or interrupt all or any part of the Work on the
Project for such period of time as it may determine to be appropriate for the convenience of the Owner.



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8.3.2 If the performance of all or any part of the Work on the Project is suspended, delayed or interrupted by (i) a
suspension, delay or interruption of the Work by the Owner Section 8.3.1 above; (ii) a failure of the Owner or E/A to
comply with the Schedule, unless such failure is caused by a force majeure delay; (iii) a failure of the Owners separate
contractors and suppliers to comply with the Schedule, unless due to the failure of the Contractor to administer,
coordinate and schedule their work in accordance with Article 2 of the Agreement; (iv) a change to the Work directed by
the Owner; or (v) other act or omission of the Owner for which a specific provision of the Contract Documents expressly
entitles the Contractor to an extension of the Contract Time.

.1 If such act causes delays in the critical path activity, then the Schedule and Contract Time shall be adjusted,
as necessary to compensate for such delay; and

.2 An adjustment shall be made to the Contract Sum to cover any increase in the cost of performance of the
Contract to the Contractor necessarily caused by such suspension, delay or interruption, not to exceed the direct,
unavoidable expenses incurred by the Contractor, which adjustment shall, in all cases, exclude lost profits and
consequential damages.

8.3.3 The Contractor shall give written notice to the Owner of any delay under Section 8.3.2 no more than seven
(7) days after the commencement of the delay; and the Contractor waives all claims with respect to delays occurring
more than 7 days prior to delivery of written notice to the Owner. Any claim for extension of time pursuant to
Section 8.3.2 hereof shall be made in writing to the Owner no more than twenty one (21) days after the
commencement of the delay; and the Contractor waives all claims with respect to delays occurring more than 21
days prior to submittal of such claim to the Owner. In the case of a continuing cause of delay, the Contractor shall
submit weekly written reports to the Owner identifying in detail any cause of delay which the Contractor claims is
continuing and the Work activities that the Contractor claims are being delayed by such continuing cause of delay.

8.3.4 No adjustments shall be made under this Section 8.3 for any suspension, delay or interruption to the extent that
performance of the Work would have been so suspended, delayed or interrupted by a concurrent delay (other than a
concurrent compensable delay under this Section 8.3). The Owner's exercise of any of its rights under the Contract
Documents, or Owner's requirement of correction or re-execution of any defective Work shall not, under any
circumstances, be construed as interference with the Contractor's performance of the Work.

8.3.5 Each Subcontractor shall be bound by the foregoing provisions.

8.4 FORCE MAJEURE DELAYS

8.4.1 If the Contractor shall be delayed by: (i) the combined action of workmen (either those employed on the Work or
in any industry essential to the conduct of the Work) in no way caused by or resulting from default or collusion on the
part of the Contractor; (ii) by strikes, lockouts, embargoes, fire, unavoidable casualties, unusual delays in transportation,
national emergency, unusually severe and adverse weather conditions not reasonably anticipatable; or (iii) by any other
causes which the Contractor could not reasonably control or circumvent, and if such delay affects the critical path
activity, then the Schedule and the Contract Time shall be adjusted as necessary to compensate for such delay.

8.4.2 Extension of time shall be the Contractor's sole remedy for any delay unless the same shall have been caused by
the Owner (including the E/A and the Owner's Representative and separate contractors) as provided by Section 8.3
hereof. The Contractor shall be entitled to charge its direct costs incurred as a result of a delay under Section 8.4.1 to the
GMP Contingency under Section 5.4 of the Agreement.

8.4.3 The Contractor shall give written notice to the Owner of any delay under Section 8.4.1 no more than seven
(7) days after the commencement of the delay; and the Contractor waives all claims with respect to delays occurring
more than 7 days prior to delivery of written notice to the Owner. Any claim for extension of time pursuant to
Section 8.4.1 hereof shall be made in writing to the Owner no more than twenty one (21) days after the
commencement of the delay; except in connection with weather delays which shall be made on a monthly basis
within five (5) days from the end of each month; and the Contractor waives all claims with respect to delays
occurring more than 21 days prior to submittal of such claim to the Owner. In the case of a continuing cause of
delay the Contractor shall submit weekly written reports to the Owner identifying in detail any cause of delay which
the Contractor claims is continuing and the Work activities that the Contractor claims are being delayed by such
continuing cause of delay.



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8.4.4 No adjustments shall be made under this Section 8.4 for any suspension, delay or interruption to the extent that
performance of the Work would have been so suspended, delayed or interrupted by a concurrent delay caused by the
Contractor.

8.4.5 Each Subcontractor shall be bound by the foregoing provisions.

8.5 Claims relating to time shall be made in accordance with applicable provisions of Article 15, subject to the
limitations on such Claims set forth in this Article 8.

ARTICLE 9 PAYMENTS AND COMPLETION
9.1 CONTRACT SUM
The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by
the Owner to the Contractor for performance of the Work under the Contract Documents.

9.2 SCHEDULE OF VALUES
Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit to the
Owners Representative, before the first Application for Payment, a schedule of values allocating the entire Contract
Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its
accuracy as the Owners Representative may require. This schedule, unless objected to by the Owners
Representative, shall be used as a basis for reviewing the Contractors Applications for Payment.

9.3 APPLICATIONS FOR PAYMENT
9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the
Owners Representative an itemized Application for Payment prepared in accordance with the schedule of values, if
required under Section 9.2, for completed portions of the Work. Such application shall be notarized, if required, and
supported by such data substantiating the Contractors right to payment as the Owners Representative may require,
such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage if provided for
in the Contract Documents. Applications for Payment shall not include requests for payment for portions of the
Work for which the Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has
been performed by others whom the Contractor intends to pay.

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

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

9.4 CERTIFICATES FOR PAYMENT
9.4.1 The Owners Representative will, within seven days after receipt of the Contractors Application for
Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the
Owners Representative determines is properly due, or notify the Contractor and Owner in writing of the Owners
Representatives reasons for withholding certification in whole or in part as provided in Section 9.5.1.

9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Owners Representative to
the Owner, based on the Owners Representatives evaluation of the Work and the data comprising the Application
for Payment, that, to the best of the Owners Representatives knowledge, information and belief, the Work has
progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents.
The foregoing representations are subject to an evaluation of the Work for conformance with the Contract



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Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor
deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Owners
Representative. The issuance of a Certificate for Payment will further constitute a representation that the Contractor
is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a
representation that the Owner has (1) made exhaustive or continuous on-site inspections to check the quality or
quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed
copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to
substantiate the Contractors right to payment, or (4) made examination to ascertain how or for what purpose the
Contractor has used money previously paid on account of the Contract Sum.

9.5 DECISIONS TO WITHHOLD CERTIFICATION
9.5.1 The Owners Representative may withhold a Certificate for Payment in whole or in part, to the extent
reasonably necessary to protect the Owner, if in the Owners Representatives opinion the representations to the
Owner required by Section 9.4.2 cannot be made. If the Owners Representative is unable to certify payment in the
amount of the Application, the Owners Representative will notify the Contractor as provided in Section 9.4.1. If the
Contractor and Owner's Representative cannot agree on a revised amount, the Owners Representative will promptly
issue a Certificate for Payment for the amount approved by the Owners Representative. The Owners
Representative may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may
nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the
Owners Representatives opinion to protect the Owner from loss for which the Contractor is responsible, including
loss resulting from acts and omissions described in Section 3.3.2, because of
.1 defective Work not remedied;
.2 third party claims filed or reasonable evidence indicating probable filing of such claims unless
security acceptable to the Owner is provided by the Contractor;
.3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or
equipment;
.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;
.5 damage to the Owner or a separate contractor;
.6 reasonable evidence that the Work will not be completed within the Contract Time, and that the
unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;
or
.7 repeated failure to carry out the Work in accordance with the Contract Documents.

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

9.5.3 If the Owners Representative withholds certification for payment under Section 9.5.1.3, the Owner may, at
its sole option, issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers to
whom the Contractor failed to make payment for Work properly performed or material or equipment suitably
delivered. If the Owner makes payments by joint check, the Owners Representative will reflect such payment on
the next Certificate for Payment.

9.6 PROGRESS PAYMENTS
9.6.1 After the Owners Representative has issued a Certificate for Payment, the Owner shall make payment in the
manner and within the time provided in the Contract Documents.

9.6.2 Provided that Owner pays the Contractor the amount due to the Contractor under the Contract Documents not
subject to a good faith dispute, the Contractor shall pay each Subcontractor no later than ten (10) days after receipt
of payment from the Owner the amount due to the Subcontractor for Work performed or labor, material or
equipment furnished for the Work, reflecting percentages actually retained from payments to the Contractor on
account of the Subcontractors portion of the Work. The Contractor shall, by appropriate agreement with each
Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner.

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




29

9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid
Subcontractors and material and equipment suppliers amounts due to the Subcontractors and suppliers for Work
performed or labor, materials or equipment furnished for the Work. The Owner shall have the right to contact
Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor the Owners
Representative shall have an obligation to pay or to see to the payment of money to a Subcontractor, except as may
otherwise be required by law.

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

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

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

9.7 FAILURE OF PAYMENT
If the Owners Representative does not issue a Certificate for Payment, through no fault of the Contractor, within
seven days after receipt of the Contractors Application for Payment, or if the Owner does not pay the Contractor
within seven days after the date established in the Contract Documents the amount certified by the Owners
Representative or awarded by binding dispute resolution, then the Contractor may, upon seven additional days
written notice to the Owners Representative, stop the Work until payment of the amount owing has been received;
provided, however, that the Contractor shall carry on the Work and maintain its progress during the existence of any
good faith payment disputes so long as the Owner continues to make payments due to the Contractor under the Contract
Documents over which there is no good faith dispute.

9.8 SUBSTANTIAL COMPLETION
9.8.1 Substantial Completion is the stage in the progress of the Work when the Work meets the definition of
"Substantial Completion" in Article 16 hereof and all required governmental approvals for the Project have been
issued by governmental authorities having jurisdiction over the use and occupancy of the Project.

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

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

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



30

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

9.9 PARTIAL OCCUPANCY OR USE
9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when
such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented
to by the insurer as required under Section 11.3.1.5 and authorized by public authorities having jurisdiction over the
Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided
the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments,
retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in
writing concerning the period for correction of the Work and commencement of warranties required by the Contract
Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and
submit a list to the E/A and the Owners Representative as provided under Section 9.8.2. Consent of the Contractor
to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be
determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of
the Owners Representative.

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

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

9.10 FINAL COMPLETION AND FINAL PAYMENT
9.10.1 Upon receipt of the Contractors written notice that the Work is ready for final inspection and acceptance
and upon receipt of a final Application for Payment, the E/A and Owners Representative will promptly make such
inspection and, when the E/A and Owners Representative find the Work acceptable under the Contract Documents
and the Contract fully performed, the Owners Representative will promptly issue a final Certificate for Payment
stating that to the best of the Owners Representatives knowledge, information and belief, and on the basis of the
Owners Representatives on-site visits and inspections, the Work has been completed in accordance with terms and
conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the
final Certificate is due and payable. The Owners Representatives final Certificate for Payment will constitute a
further representation that conditions listed in Section 9.10.2 as precedent to the Contractors being entitled to final
payment have been fulfilled.

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




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

9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from
.1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled;
.2 failure of the Work to comply with the requirements of the Contract Documents;
.3 terms of special warranties required by the Contract Documents; or
.4 the Contractors insurance and indemnification obligations under the Contract Documents.

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

ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY
10.1 SAFETY PRECAUTIONS AND PROGRAMS
The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs
in connection with the performance of the Contract.

10.2 SAFETY OF PERSONS AND PROPERTY
10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to
prevent damage, injury or loss to
.1 employees on the Work and other persons who may be affected thereby;
.2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the
site, under care, custody or control of the Contractor or the Contractors Subcontractors or Sub-
subcontractors; and
.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements,
roadways, structures and utilities not designated for removal, relocation or replacement in the course
of construction.

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

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

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

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




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

10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or
create an unsafe condition.

10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY
If either party suffers injury or damage to person or property because of an act or omission of the other party, or of
others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not
insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice
shall provide sufficient detail to enable the other party to investigate the matter.

10.3 HAZARDOUS MATERIALS
10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents
regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the
Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death
to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl
(PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately
stop Work in the affected area and report the condition to the Owner and Owners Representative in writing.

10.3.2 When the material or substance has been rendered harmless by the Owner or the Owners separate
contractor, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change
Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of
the Contractors reasonable additional costs of shut-down, delay and start-up.

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

10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings
to the site unless such materials or substances are required by the Contract Documents. The Owner shall be
responsible for materials or substances required by the Contract Documents, except to the extent of the Contractors
fault or negligence in the use and handling of such materials or substances.

10.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (i) for remediation of a
material or substance required by the Contract Documents that the Contractor brings to the site and negligently
handles, or (ii) for remediation of a material or substance the Contractor brings to the site if such material or
substance is not required by the Contract Documents; or (iii) where the Contractor fails to perform its obligations
under Section 10.3.1, except to the extent that the cost and expense are due to the Owners fault or negligence.

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

10.4 EMERGENCIES
In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractors discretion, to
prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor
on account of an emergency shall be determined as provided in Articles 7, 8 and 15.




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ARTICLE 11 INSURANCE AND BONDS
11.1 CONTRACTORS LIABILITY INSURANCE
11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do
business in the jurisdiction in which the Project is located such insurance as will protect the Contractor and Owner
from claims set forth below which may arise out of or result from the Contractors operations and completed
operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the
Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for
whose acts any of them may be liable:
.1 Claims under workers compensation, disability benefit and other similar employee benefit acts that
are applicable to the Work to be performed;
.2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the
Contractors employees;
.3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than
the Contractors employees;
.4 Claims for damages insured by usual personal injury liability coverage;
.5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible
property, including loss of use resulting therefrom;
.6 Claims for damages because of bodily injury, death of a person or property damage arising out of
ownership, maintenance or use of a motor vehicle;
.7 Claims for bodily injury or property damage arising out of completed operations, which coverage
shall be maintained by the Contractor for two years after Substantial Completion of the Project; and
.8 Claims involving contractual liability insurance applicable to the Contractors obligations under
Section 3.18.

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

11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of
the Work and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the
insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies
will not be canceled or allowed to expire until at least 30 days prior written notice has been given to the Owner. An
additional certificate evidencing continuation of liability coverage, including coverage for completed operations,
shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal
or replacement of such coverage until the expiration of the time required by Section 11.1.2. Information concerning
reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be
furnished by the Contractor with reasonable promptness.

11.1.4 The Contractor shall cause the commercial liability coverage required by the Contract Documents to include
(1) the Owner, the Owners Representative, the E/A and the E/As consultants as additional insureds for claims
caused in whole or in part by the Contractors negligent acts or omissions during the Contractors operations; and
(2) the Owner as an additional insured for claims caused in whole or in part by the Contractors negligent acts or
omissions during the Contractors completed operations.

11.2 OWNERS LIABILITY INSURANCE
The Owner shall be responsible for purchasing and maintaining the Owners usual liability insurance.

11.3 PROPERTY INSURANCE
11.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully
authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builders
risk all-risk or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract
Modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at
the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained,
unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who
are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person



34

or entity other than the Owner has an insurable interest in the property required by this Section 11.3 to be covered,
whichever is later. This insurance shall include interests of the Owner, the Owners separate contractors, the
Contractor, Subcontractors and Sub-subcontractors in the Project.

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

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

11.3.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such
deductibles; except that the Contractor shall be responsible for the deductible portion (not to exceed $10,000) of any
loss under the Owners builders risk policy arising from theft losses or due to the negligence of the Contractor (or
any Subcontractor, Sub-Subcontractor, supplier, employee or agent of the Contractor).

11.3.1.4 Unless the Owner notifies the Contractor otherwise in writing, this property insurance shall not cover
portions of the Work stored off the site, or portions of the Work in transit.

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

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

11.3.3 LOSS OF USE INSURANCE
The Owner, at the Owners option, may purchase and maintain such insurance as will insure the Owner against loss
of use of the Owners property due to fire or other hazards, however caused. The Owner waives all rights of action
against the Contractor for loss of use of the Owners property, including consequential losses due to fire or other
hazards however caused.

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

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

11.3.6 Before an exposure to loss may occur, if requested by the Contractor in writing, the Owner shall file with the
Contractor a copy of each policy that includes insurance coverages required by this Section 11.3. Each policy shall



35

contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each
policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not
be reduced, until at least 30 days prior written notice has been given to the Contractor.

11.3.7 WAIVERS OF SUBROGATION
The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub-
subcontractors, agents and employees, each of the other, and (2) the Owners Representative, separate contractors
described in Article 6, if any, and any of their subcontractors, sub-subcontractors, agents and employees, for
damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this
Section 11.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such
insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the separate
contractors described in Article 6, if any, and the subcontractors, sub-subcontractors, agents and employees of any
of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of
other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or
otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would
otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or
indirectly, and whether or not the person or entity had an insurable interest in the property damaged.

11.3.8 A loss insured under the Owners property insurance shall be adjusted by the Owner as fiduciary and made
payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any
applicable mortgagee clause and of Section 11.3.10. The Contractor shall pay Subcontractors their just shares of
insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for
validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner.

11.3.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss,
give bond for proper performance of the Owners duties. The cost of required bonds shall be charged against
proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the
Owner shall distribute in accordance with such agreement as the parties in interest may reach, or as determined in
accordance with the method of binding dispute resolution selected in the Agreement between the Owner and
Contractor. If after such loss no other special agreement is made and unless the Owner terminates the Contract for
convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change
in the Work in accordance with Article 7.

11.3.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in
interest shall object in writing within five days after occurrence of loss to the Owners exercise of this power; if such
objection is made, the dispute shall be resolved in the manner selected by the Owner and Contractor as the method
of binding dispute resolution in the Agreement.

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

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

ARTICLE 12 UNCOVERING AND CORRECTION OF WORK
12.1 UNCOVERING OF WORK
12.1.1 If a portion of the Work is covered contrary to the E/As or Owners Representatives request or to
requirements specifically expressed in the Contract Documents, it must, if requested in writing by the E/A, or the
Owners Representative, be uncovered for the E/As and Owners Representatives examination and be replaced at
the Contractors expense without change in the Contract Time.

12.1.2 If a portion of the Work has been covered that the E/A or Owners Representative has not specifically
requested to examine prior to its being covered, the E/A or Owners Representative may request to see such Work
and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of
uncovering and replacement shall, by appropriate Change Order, be at the Owners expense. If such Work is not in



36

accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractors expense
unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible
for payment of such costs.

12.2 CORRECTION OF WORK
12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION
The Contractor shall promptly correct Work rejected by the E/A or Owners Representative or failing to conform to
the requirements of the Contract Documents, whether discovered before or after Substantial Completion and
whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional
testing and inspections, the cost of uncovering and replacement, and compensation for the E/As and Owners
Representatives services and expenses made necessary thereby, shall be at the Contractors expense.

12.2.2 AFTER SUBSTANTIAL COMPLETION
12.2.2.1 In addition to the Contractors obligations under Section 3.5, if, within one year after the date of
Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties
established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents,
any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor
shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously
given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after
discovery of the condition. If the Owner fails to notify the Contractor during the one-year period for correction of
Work and/or fails to give the Contractor an opportunity to make the correction, the Owner waives the rights to
require correction by the Contractor and to make a claim for breach of warranty. If, during such one-year period, the
Contractor fails to correct nonconforming Work adversely affecting the Owners operations within forty-eight (48)
hours after receipt of notice from the Owner or fails to correct other nonconforming Work within a reasonable time
after receipt of notice from the Owner, the Owner may correct such nonconforming Work in accordance with
Section 2.4 and such corrective work shall not void the Contractors warranty. In such event, the Contractor shall
promptly reimburse the Owner for the cost incurred to correct such nonconforming Work, including the Owner's
expenses and compensation for the E/A's and Owner's Representatives additional services in connection with such
corrective work.

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

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

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

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

12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to
other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for
correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct
the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents
may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the
Contractors liability with respect to the Contractors obligations other than specifically to correct the Work.

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




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ARTICLE 13 MISCELLANEOUS PROVISIONS
13.1 GOVERNING LAW
The Contract shall be governed by the law of the place where the Project is located.

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

13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender or other Project funding
sources providing construction financing for the Project, if the lender or other funding source assumes the Owners
rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required
to facilitate such assignment.

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

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

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

13.5 TESTS AND INSPECTIONS
13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract
Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public
authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and
approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public
authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the E/A and
the Owners Representative timely notice of when and where tests and inspections are to be made so that the E/A
and, if desired by the Owner, the Owners Representative, may be present for such procedures. The Owner shall
bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or
negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or
regulations prohibit the Owner from delegating their cost to the Contractor.

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

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




38

13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract
Documents, be secured by the Contractor and promptly delivered to the E/A with a copy to the Owners
Representative.

13.5.5 If the E/A and the Owners Representative are to observe tests, inspections or approvals required by the
Contract Documents, the E/A and the Owners Representative will do so promptly and, where practicable, at the
normal place of testing.

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

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

13.7 FUNDING REQUIREMENTS
The Contractor shall comply with the special requirements imposed by the investment incentives and financing
sources for the Project, including the requirements for separate tracking and accounting of certain costs if applicable.

ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT
14.1 TERMINATION BY THE CONTRACTOR
14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of ____ consecutive days
through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any
other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for
any of the following reasons:

.1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to
be stopped;
.2 An act of government, such as a declaration of national emergency that requires all Work to be
stopped;
.3 Because the Owners Representative has not issued a Certificate for Payment and has not notified the
Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the
Owner has not made payment on a Certificate for Payment within the time stated in the Contract
Documents;
.4 The Owner has failed to furnish to the Contractor promptly, upon the Contractors request, reasonable
evidence as required by Section 2.2.1; or
.5 Because the Owner has repeatedly failed to fulfill the Owners obligations under the Contract
Documents with respect to matters important to the progress of the Work.

14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor,
Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work
under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work
by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of
days scheduled for completion, or 120 days in any 365-day period, whichever is less.

14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon fifteen (15) days
written notice to the Owner and Owners Representative and, if the reason for termination is a reason described in
Section 14.1.1.3, 14.1.1.4 or 14.1.1.5, failure of the Owner to cure such reason described in Section 14.1.1.3,
14.1.1.4 or 14.1.1.5, terminate the Contract and recover from the Owner payment under the Agreement for all Work
properly performed, including the portion of the Construction Managers Fee and General Conditions Costs due
under the Agreement, plus unavoidable out-of-pocket expenses incurred by the Contractor as a direct result of such
termination.

14.2 TERMINATION BY THE OWNER FOR CAUSE
14.2.1 The Owner may terminate the Contract if the Contractor
.1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials;



39

.2 fails to make payment to Subcontractors for materials or labor in accordance with the respective
agreements between the Contractor and the Subcontractors;
.3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful
orders of a public authority; or
.4 otherwise is guilty of substantial breach of a provision of the Contract Documents.

14.2.2 If any of the reasons described in Section 14.2.1 exists, the Owner may, without prejudice to any other rights
or remedies of the Owner and upon fifteen days written notice to the Contractor and Contractors surety, if any, and
failure of the Contractor or surety to cure such reason described in Section 14.2.1, terminate employment of the
Contractor and may, subject to any prior rights of the surety:
.1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and
construction equipment and machinery thereon owned by the Contractor;
.2 Accept assignment of subcontracts pursuant to Section 5.4; and
.3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written
request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs
incurred by the Owner in finishing the Work.

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

14.2.4 If the unpaid amount of the Contract Sum otherwise due to the Contractor under the Contract Documents for
Work properly performed prior to termination exceeds the costs of finishing the Work, including compensation for
the E/As and Owners Representatives services and expenses made necessary thereby, and other damages incurred
by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages
exceed the unpaid amount of the Contract Sum otherwise due to the Contractor, the Contractor shall pay the
difference to the Owner. This obligation for payment shall survive termination of the Contract.

14.3 TERMINATION BY THE OWNER FOR CONVENIENCE
14.3.1 The Owner may, at any time, terminate the Contract for the Owners convenience and without cause.

14.3.2 Upon receipt of written notice from the Owner of such termination for the Owners convenience, the
Contractor shall
.1 cease operations as directed by the Owner in the notice;
.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work;
and
.3 except for Work directed to be performed prior to the effective date of termination stated in the
notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts
and purchase orders.

14.3.3 In case of such termination for the Owners convenience, the Contractor shall be entitled to receive payment
under the Agreement for all Work properly performed, including the portion of the Construction Managers Fee and
General Conditions Costs due under the Agreement, plus unavoidable out-of-pocket expenses incurred by the
Contractor as a direct result of such termination.

ARTICLE 15 CLAIMS AND DISPUTES
15.1 CLAIMS
15.1.1 DEFINITION
A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other
relief with respect to the terms of the Contract. The term Claim also includes other disputes and matters in
question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to
substantiate Claims shall rest with the party making the Claim.

15.1.2 NOTICE OF CLAIMS
Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial
Decision Maker with a copy sent to the E/A. Claims by either party must be initiated within 21 days after
occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition
giving rise to the Claim, whichever is later.




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15.1.3 CONTINUING CONTRACT PERFORMANCE
Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Article 14, the
Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make
payments in accordance with the Contract Documents.

15.1.4 CLAIMS FOR ADDITIONAL COST
If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice shall be given before
proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or
property arising under Section 10.4.

15.1.5 CLAIMS FOR ADDITIONAL TIME
15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided
Article 8 shall be given. The Contractors Claim shall include an estimate of cost and of probable effect of delay on
progress of the Work. In the case of a continuing delay, only one Claim is necessary.

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

15.1.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to
this Contract. This mutual waiver includes
.1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing,
business and reputation, and for loss of management or employee productivity or of the services of
such persons; and
.2 damages incurred by the Contractor for principal office expenses including the compensation of
personnel stationed there, for losses of financing, business and reputation, and for loss of profit
except profit due under the Contract Documents for properly performed Work.

This mutual waiver is applicable, without limitation, to all consequential damages due to either partys termination
in accordance with Article 14. Nothing contained in this Section 15.1.6 shall be deemed to preclude an award of
liquidated damages, when applicable, in accordance with the requirements of the Contract Documents.

15.2 INITIAL DECISION
15.2.1 Claims, excluding those arising under Sections 10.3, 10.4, 11.3.9, and 11.3.10, shall be referred to the Initial
Decision Maker for initial decision. The Owners Representative will serve as the Initial Decision Maker, unless
otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision
shall be required as a condition precedent to litigation of any Claim arising prior to the date final payment is due,
unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having
been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not
decide disputes between the Contractor and persons or entities other than the Owner.

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

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

15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional
supporting data, such party shall respond, within ten days after receipt of such request, and shall either (1) provide a
response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting



41

data will be furnished or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon
receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim
in whole or in part.

15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that
the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the
reasons therefor; and (3) notify the parties and the E/A of any change in the Contract Sum or Contract Time or both.
The initial decision shall be final and binding on the parties but subject to litigation.

15.3 DISPUTE RESOLUTION
15.3.1 The Owner and Contractor shall attempt to resolve all disputes arising under this Contract by negotiation as
described in the Agreement. Disputes that cannot be resolved through negotiation shall be resolved through
litigation by courts with applicable jurisdiction located in the State of Michigan. In the event of litigation between
the Owner and the Contractor E/A pertaining to the Contractor or the Project, the prevailing Party shall be entitled to
recover its Litigation Expenses from the other Party.
15.3.2 Pending final resolution of a dispute, except as otherwise agreed by the Parties in writing, the Contractor
shall proceed diligently with performance of its Work and obligations under the Contract Documents and the Owner
shall continue to make payments in accordance with the Contract Documents.

15.3.3 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if
any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractors default, the Owner
may, but is not obligated to, notify the surety and request the suretys assistance in resolving the controversy.

15.3.3 If a Claim relates to or is the subject of a mechanics lien, the party asserting such Claim may proceed in
accordance with applicable law to comply with the lien notice or filing deadlines.

ARTICLE 16 DEFINED TERMS
Capitalized terms used in the Contract documents are defined as follows:

"Acknowledgement of Purchase Order" has the meaning set forth in Section 11.7.1 of the Agreement.

"Allowance" has the meaning set forth in Section 5.1.1 of the Agreement.

"Application For Payment Submittal Date" has the meaning set forth in Section 7.1.3 of the Agreement.

"Bid Documents" has the meaning set forth in Section 11.7.2 of the Agreement.

Owner Indemnitees means the City of Lansing, by its Board of Water and Light, its employees, Board Members,
and officers.

"Owner Parties" means the Owner Indemnitees, the Owners Representative, and the E/A.

Check Out means the process of final set-up, alignment, flushing, cleaning, chemical cleaning, operation,
calibration and testing of individual components, sub-systems, and systems within the Project, in accordance with
the Testing Protocol and Final Plans and Specification, prior to Start-up.

"Close Out" means the process to reach final completion of the Project, including completion of punchlist work by
the Construction Manager, and delivery to the Owner of all final submittals, completion of Final Acceptance Tests
and submittal to the MDNRE of the Final Test Report.

"Commercial Operation" means commercial operation of the Plant in accordance with the Project Criteria and
Substantial Completion of the Plant and all other components of the Project in accordance with the Final Plans and
Specifications.




42

"Commissioning" means the process of verifying, in accordance with Legal Requirements, that the Project, each
separate component of the Project and each sub-system, system, and equipment item complies with the Project
Criteria and the requirements of the Final Plans and Specifications.

Construction Deficiency List means the list of items exclusive of Punch List Items, which are not in accordance
with the Contract Documents and are necessary for the facility to operate in accordance with all applicable permits,
laws and regulations made near the completion of the Work jointly by the Construction Manager, E/A and the
Owner.

"Construction Manager's Fee" has the meaning set forth in Section 2.2.1.4 of the Agreement.

"Construction Manager Parties" means the Construction Manager and its subcontractors of every tier and its
suppliers.

"Construction Manager's Personnel and Staffing Plan" is Exhibit F attached to the Agreement.

"Contract Sum" has the meaning set forth in Section 5.1 of the Agreement.

"Design/Build Subcontractors" means Subcontractors of the Construction Manager providing a portion of the design
and engineering for the construction work for the Project based on design criteria prepared by the E/A.

E/A means the Engineer/E/A identified on page 1 hereof.

"E/A Consultants" means the engineering consultants engaged by the E/A to perform portions of the E/As services
for the Project.

"E/A Parties" means the E/A and the E/A Consultants.

"Estimated Cost of the Work" shall have the meaning set forth in Section 2.2.1.1 of the Agreement.

Facility means the new natural gas fired cogeneration facility that is the subject of the Agreement

"Final Acceptance Tests" means final Plant Performance Tests conducted in accordance with the Permit to Install.

"Final Plans and Specifications" means the Drawings and Specifications prepared by the E/A and issued for
construction.

"Final Test Report" means the report of the results of the Final Acceptance Tests to be submitted to the MDNRE in
accordance with the Permit to Install.

"Force Majeure" means any of the following events: (i) acts of war, whether declared or not; (ii) insurrection,
rebellion, sabotage, acts of terrorists, public or local disorders, riots, or violent demonstrations; (iii) natural disasters,
explosions, fires, floods, earthquakes or other such natural calamities which it is not reasonably possible for the
affected Party to overcome; (iv) governmental action or inaction not occasioned by the fault or negligence of the
Party affected thereby, including failure to issue permits and authorizations despite such Partys reasonable and
diligent efforts to obtain the same; (v) labor disputes other than those that are initiated within or limited to the labor
force of Construction Manager or its Subcontractors; or (vi) other acts of God or events of a similar nature beyond
the reasonable control of the affected Party; provided, however, that an enumerated event is not a Force Majeure
event unless such event (a) is beyond the reasonable control of the Party relying thereon; (b) is not the result of any
acts, omissions or delays of the Party relying thereon (or any third person over whom such Party has control or
responsibility, including any Subcontractors); (c) is not an act, event or condition, the risk of the consequences of
which such Party has expressly agreed to assume under this Agreement; and (d) cannot be cured, remedied, avoided,
offset, or otherwise overcome by the prompt exercise of due diligence of the Party relying thereon (or any third
person over whom such Party has control, including any A/E Consultant). An event of Force Majeure shall not
include: (1) an event to the extent caused by the negligence of the Party relying thereon or any third person over
whom such Party has control).

"General Conditions Costs" has the meaning set forth in Section 5.3 of the Agreement.



43

"GMP Clarifications and Assumptions" has the meaning set forth in Section 2.2.2.3 of the Agreement.

"GMP Contingency" has the meaning set forth in Section 5.4 of the Agreement.

"GMP Documents" has the meaning set forth in Section 2.2.2.1 of the Agreement.

"Governmental Authorities" means governmental agencies, units or officials having jurisdiction over the Services
and/or the Project.

Guaranteed Completion Date means the required date in the Milestone Schedule and the Project Schedule for
Substantial Completion, subject to extension in accordance with Article 8 of the A201-2007 general Conditions of
the Contract for Construction.

"Guaranteed Maximum General Conditions Costs" has the meaning set forth in Section 2.2.1.2 of the Agreement.

"Guaranteed Maximum General Conditions Costs Budget" is Exhibit E attached to the Agreement.

"Guaranteed Maximum Price" has the meaning set forth in Section 5.2 of the Agreement.

"Guaranteed Maximum Price Amendment" has the meaning set forth in Section 2.2.5 of the Agreement.

"Guaranteed Maximum Price Proposal" has the meaning set forth in Section 2.2.1 of the Agreement.

"Hazardous Materials" means pollutants, dangerous substances, toxic substances, hazardous materials or substances
as defined in or pursuant to the Comprehensive Environmental Response Compensation Liability Act, as amended,
the Resource Conservation and Recovery Act, as amended, or any other state or federal law, ordinance or regulation
identifying contaminants or toxic substances.

"Hourly Rates" shall mean the hourly billing rates set forth in Exhibit F for Construction Manager's personnel
providing Preconstruction Phase Services and the Construction Manager's personnel and laborers included in
General Conditions Costs to the extent allowed under the Agreement.

"Infrastructure" has the meaning set forth in Exhibit A attached to the Agreement

"Legal Requirements" means laws, ordinances, rules, codes, regulations, permits, licenses and legal requirements of
any kind, issued by Governmental Authorities, to the extent they apply to the Project or the Services.

Liquidated Damages has the meaning set forth in Section 2.3.1.2 of the Agreement.

"Litigation Expenses" means any court filing fee, court cost, witness fee, and each other fee and cost of investigating
and defending or asserting any claim under this Agreement, including without limitation, in each case attorneys'
fees, other professionals fees and disbursements.

"Loss" means any liability, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages
(including punitive damages), diminution in value, fines, fees and penalties or other charge, other than Litigation
Expense.

"Major Equipment" has the meaning set forth in Exhibit D to the Agreement.

Major Equipment Vendors means the suppliers furnishing the Major Equipment items under purchase orders
between the suppliers and the Owner.

Mechanical Completion means the following have been achieved (i) all Facility systems required to maintain the
electrical and steam output have been completed and tested; (ii) the Facility is synchronized or is ready to be
synchronized to the Electric Utilitys facilities; and (iii) the Facility can begin the Plant Performance Tests in
accordance with the Testing Protocol.




44

"Milestone Schedule" means the schedule attached to the Agreement as Exhibit C.

"Office" has the meaning set forth in Exhibit A attached to the Agreement.

"Owner's Representative" has the meaning set forth in Section 3.3 of the Agreement.

"Parties" means the Owner and the Construction Manager, each a "Party."

"Permit to Install" means MDNRE Permit to Install #149-10, approved December 7, 2010, for the Plant.

"Plant" has the meaning set forth in Exhibit A attached to the Agreement.

"Plant Performance Criteria" means the Required Operating Characteristics, as defined Exhibit I to the Agreement.

"Plant Performance Testing" means the testing of the Plant and the individual components, sub-systems, and
systems within the Plant, in accordance with the Testing Protocol and the Final Plans and Specifications, to verify
performance meets the Plant Performance Criteria and the requirement of the Permit to Install.

Plant Start Up Plan means the procedures and schedule for Start Up developed by the Construction Manager and
approved by the E/A and the Owner.

"Project Budget" has the meaning set forth in Section 2.1.5.1 of the Agreement.

"Project Schedule" has the meaning set forth in Section 2.1.4 of the Agreement.

"Project Site" is described in Exhibit B attached to the Agreement.

"Property Limits" means the property lines for the Project Site, as indicated in the survey identified in Exhibit B to
the Agreement.

"Prudent Utility Practices" means those practices, methods and equipment, as changed from time to time, that are
commonly used with the degree of professional skill and judgment exercised by major international companies to
design, engineer, construct, operate and maintain electrical power generating facilities lawfully and with safety,
reliability and efficiency.

Punch List means the list of physically incomplete items made near the completion of the Work jointly by the
Construction Manager, the E/A, and the Owner, indicating items to be furnished, or Work to be performed,
corrected or completed by the Construction Manager in order to comply with the Contract Documents.

"Required Operating Characteristics" has the meaning set forth in Exhibit A, subject to confirmation during the
design phase of the Project and final documentation in the Design Concept Amendment.

"Self-Performed Work" has the meaning set forth in Section 2.1.7.2 of the Agreement.

"Start-Up" means the process of starting and conducting initial operations of the aggregate of systems, equipment
and components of the Plant, in accordance with the Plant Start Up Plan approved by the Owner and E/A, after
completion of Check-Out of such systems, equipment and components and all related systems, equipment and
components.

"Subcontracts" shall mean the subcontracts approved by the Owner and awarded by the Construction Manager under
Section 2.1.7 of the Agreement.

"Submittal Schedule" has the meaning set forth in Section 2.3.2.2 of the Agreement.

Substantial Completion Date means the date on which all of the following have been achieved (i) Mechanical
Completion has occurred; (ii) the Facility has successfully completed the Final Acceptance Tests; and (iii)
completion of any outstanding Work pursuant to the Punch List and Construction Deficiency List by the



45

Construction Manager has been planned and will not interrupt, disrupt or interfere to any extent with the
Commercial Operation of the Facility.

"Substation" has the meaning set forth in Exhibit A to the Agreement.

Synchronization Date means the date on which the Facility is first synchronized to the Electrical Utility Grid.

"Term" means the duration that this Agreement is in effect, which Term shall commence on the execution and
delivery by the Construction Manager of the Acknowledgement of Purchase Order and end on the earlier of (i)
termination of this Agreement under Article 10; or (ii) completion of all of the Work under this Agreement after
commencement of Commercial Operations and Project Close-Out.

"Testing" means testing of Major Equipment, individual components, sub-systems, systems and the Plant in
accordance with the Testing Protocol and testing of materials and work installation in accordance with the Final
Plans and Specifications. Testing includes systems tests, Plant Performance Testing, equipment tests and all other
testing required by Legal Requirements, the Permit to Install, this Agreement and/or Prudent Utility Practices.

"Testing Protocol" means the detailed testing process and procedures for Commissioning, Check out, Start-up,
Testing and Turn-over of the Project to confirm that the Plant and other Project components meet the Project
Criteria. The Testing Protocol shall include all customary and normal testing procedures used for comparable
combined cycle cogeneration plants.

"Turn Over" means turn over of the Project to the Owner at commencement of Commercial Operation. The Turn
Over process shall be included in the Testing Protocol.

"Unit Price" has the meaning set forth in Section 5.1.2 of the Agreement.

"Vendors" means the suppliers awarded purchase orders for Major Equipment.

"Work Cut-Off Date" has the meaning set forth in Section 7.1.2 of the Agreement.

8838822.2 4/19/2011 2:55 PM

Professional Service Industries, Inc. 3120 Sovereign Drive, Suite C Lansing, MI 48911 Phone 517-394-5700 Fax 517-394-5796

January 14, 2011

Mr. Daniel Flynn
Project Coordinator
P.O. Box 13007

RE: Preliminary Geotechnical Engineering Report
Proposed REO Town Power Plant
1203 South Washington Avenue
Lansing, Michigan
PSI Project No. 0525-301

Dear Mr. Flynn:

PSI has completed a preliminary geotechnical exploration and engineering report for the
proposed REO Town Power Plant to be constructed at 1203 South Washington Avenue in
Lansing, Michigan. This preliminary report presents the results of our observations and analysis
and our recommendations for the proposed site development.

PSI appreciates the opportunity to perform this geotechnical study and to assist you and the
design team on this project. If you have any questions regarding this preliminary report, or if we
may be of further service, please contact our office.

Respectfully,

PROFESSIONAL SERVICE INDUSTRIES,

Matthew R. Brozowski, P.E. Mark J. Carlson, P.E.
Project Manager Chief Engineer

PRELIMINARY GEOTECHNICAL EXPLORATION
AND ENGINEERING REPORT

FOR THE PROPOSED:

REO TOWN POWER PLANT
LANSING BOARD OF WATER AND LIGHT
1203 SOUTH WASHINGTON AVENUE
LANSING, MICHIGAN

PREPARED FOR:

LANSING BOARD OF WATER AND LIGHT
P.O. BOX 13007
LANSING, MICHIGAN 48901

PREPARED BY:

PROFESSIONAL SERVICE INDUSTRIES, INC.
3120 SOVEREIGN DRIVE, SUITE C
LANSING, MICHIGAN 48911

JANUARY 14, 2011
PSI PROJECT NO. 0525-301

TABLE OF CONTENTS

1.0 PROJECT INFORMATION............................................................................................... 1
1.1 PROJECT AUTHORIZATION............................................................................................... 1
1.2 PROJECT DESCRIPTION................................................................................................... 1
1.3 PURPOSE AND SCOPE OF SERVICES................................................................................ 2
2.0 SITE AND SUBSURFACE CONDITIONS ......................................................................... 2
2.1 SITE LOCATION AND DESCRIPTION................................................................................... 2
2.2 REGIONAL GEOLOGY....................................................................................................... 3
2.3 FIELD EXPLORATION ....................................................................................................... 3
2.4 LABORATORY TESTING.................................................................................................... 3
2.5 SUBSURFACE CONDITIONS.............................................................................................. 4
2.6 GROUNDWATER INFORMATION......................................................................................... 4
2.7 SITE SEISMIC CLASSIFICATION......................................................................................... 5
3.0 EVALUATION AND FOUNDATION DISCUSSION.......................................................... 6
4.0 REPORT LIMITATIONS................................................................................................... 6

APPENDIX Section No. 1
Figure 1 Site Vicinity Map
Figure 2 Boring Location Diagram
Figure 3 Earthquake Hazard Risk Map
Test Boring Logs (B1-01 through B1-07)
PSI General Notes

____________________________________________________________________________ 1

PSI Project No. 0525-301 REO Town Power Plant
Lansing, Michigan
PRELIMINARY GEOTECHNICAL EXPLORATION AND ENGINEERING REPORT
PROPOSED REO TOWN POWER PLANT
LANSING, MICHIGAN

1.0 PROJECT INFORMATION

1.1 Project Authorization

Professional Service Industries (PSI) has completed a preliminary geotechnical exploration and
engineering report for the proposed REO Town Power Plant to be constructed at 1203 South
Washington Avenue in Lansing, Michigan.

The services for this project were performed in accordance with PSI Proposal No. 525-35509,
dated December 17, 2010. The Proposal included a proposed scope of services, estimated cost,
unit rates, time schedule and PSI's General Conditions. Authorization to perform this exploration
and analysis was in the form of a Purchase Order (P.O. No. 4500027889, dated December 27,
2010) issued by Lansing Board of Water and Light (LBWL).

1.2 Project Description

PSI understands that the proposed project consists of the construction of a new co-generation
power plant on a parcel of land located near the southeast corner of the intersection of
Washington Avenue and South Street in Lansing, Michigan. The proposed plant will be an
approximately 55,000 square foot, six (6) story, steel frame structure incorporating a masonry
veneer and concrete slab-on-grade. The new plant will also include a 150 ft. tall cooling tower,
as well as six (6) 160 ft. tall cooling stacks. Various boilers, turbines, generators, compressors,
transformers, and transmission line structures will be located in and around the new plant
building. A new substation structure will be located immediately east of the new power plant
building.

The proposed project is in the conceptual stage and as such, no specific design information is
available. For the purposes of this preliminary evaluation, PSI has assumed that the new power
plant building will be relatively heavily loaded structure whereas the new substation structure is
anticipated to be a relatively lightly to moderately loaded structure. The finished ground floor
elevations of the proposed structures are estimated to be at or near the existing site grade. Based
on visual observations of the existing site topography, PSI anticipates that less than 2 feet of
cut/engineered fill will be required to achieve the finished ground floor elevation.

The preliminary geotechnical recommendations presented in this report are based on the
available project information, and the results of our geotechnical exploration described in this
preliminary report. If any of the noted information is considered incorrect or is changed, please
inform PSI in writing so that we may amend the recommendations presented in this preliminary
report if appropriate and if desired by the client. PSI will not be responsible for the
implementation of its recommendations when it is not notified of changes in the project. Once
the structure design has been finalized, additional subsurface investigation will be necessary.

____________________________________________________________________________ 2

Lansing, Michigan
1.3 Purpose and Scope of Services

The purpose of this study was to explore the subsurface conditions at the site to provide the
geotechnical parameters required to prepare preliminary recommendations for the design and
construction of the foundations for the proposed structure. PSIs authorized scope of services
included drilling a total of seven (7) soil test borings, laboratory testing of selected samples, an
engineering evaluation of the data generated, and the preparation of a preliminary geotechnical
report. Please note that Phase II of this geotechnical exploration and analysis (including
twelve [12] additional borings) will be performed at a later date.

This preliminary report presents available project information, briefly outlines the testing
procedures, describes the site and supplementary subsurface conditions, and provides
recommendations regarding the following:

Earthwork considerations for site development.
Preliminary foundation types, bearing depths, net allowable bearing pressure and
estimate of potential settlement.
Comments regarding geotechnical factors that may impact earthwork, foundation
construction, subgrade preparation, and performance of the proposed foundations
and floor slabs.

Final geotechnical engineering recommendations will be presented after completion of
Phase II of this investigation and analysis.

Our geotechnical engineering scope of services did not include an environmental assessment for
determining the presence or absence of wetlands, hazardous or toxic materials in the soil, bedrock,
surface water, groundwater or air on, below or around this site. Any statement in this preliminary
report or on the boring logs regarding odors, colors, and unusual or suspicious items or conditions
are strictly for informational purposes. Prior to the development of any site, an environmental
assessment is advisable.

PSI did not provide any service to investigate or detect the presence of moisture, mold or other
biological contaminates in or around any structure, or any service that was designed or intended to
prevent or lower the risk of the occurrence of the amplification of the same.

2.0 SITE AND SUBSURFACE CONDITIONS

2.1 Site Location and Description

The project site is located near the southeast corner of the intersection of Washington Avenue
and South Streets in Lansing, Michigan. Specifically, the site is located at 1203 South
Washington Avenue. The site is currently utilized as an asphalt parking lot. A train depot
building is generally located along the southern edge of the site (i.e., outside the apparent
proposed construction area). The general site location is shown on the Site Vicinity Map in the
Appendix.

At the time of PSIs geotechnical exploration, the ground surface within the proposed building
____________________________________________________________________________ 3

Lansing, Michigan
footprint was generally covered with asphalt pavement. The elevation of the existing pavement
surface within the proposed building footprint was relatively flat and exhibited a total difference
in topography across the site (at the boring locations) of approximately 3 feet, based on surface
elevations provided by LBWL.

2.2 Regional Geology

The lower peninsula of Michigan is situated in a large structural basin overlain by glacial deposits.
The land area of Michigan has experienced several major episodes of glaciation. The State of
Michigan, Department of Natural Resources document titled Quaternary Geology of Southern
Michigan issued in 1982 identifies the geology in the area of the project as End Moraines of
Medium-Textured Till which is typically gray, grayish brown or reddish brown, non-sorted glacial
debris with variable amounts of cobbles and boulders. The basin bedrock in the area consists of
the Grand River or Saginaw Formation and is located at an anticipated depth of about 50 feet
below the ground surface.

2.3 Field Exploration

This field exploration program (Phase I) consists of drilling a total of seven (7) soil borings.
Each of the borings extended to (and into) bedrock. At three (3) locations (Borings B1-01, B1-
02, and B1-06), an approximately 10 ft. long rock core was performed. Temporary piezometers
were installed at Borings B1-01, B1-02, B1-06, and B1-07. LBWL selected the number and
depths of the borings in consultation with PSI. The boring locations were marked in the field
and surface elevations determined by LBWL prior to PSIs arrival on site. The approximate
boring locations are provided on the Boring Location Diagram provided by LBWL in the
appendix.

The drilling operations were performed between January 4 and January 7, 2011. A truck-
mounted drill rig was used to perform the soil borings utilizing 3 -inch diameter continuous flight
hollow-stem augers to advance the boreholes. Standard Penetration Tests (SPT) were conducted
and soil samples were obtained using split spoon sampling procedures at regular intervals not
exceeding five (5) feet. At Borings B1-01, B1-02, and B1-06, rock coring was performed in the final
ten (10) feet of the boring. Drilling and sampling techniques were performed in general accordance
with ASTM Standard D1586. After completion of the drilling operations, Borings B1-01, B1-02,
B1-06, and B1-07 were converted to temporary standpipe piezometers to obtain extended
groundwater readings. The remaining borings were backfilled with auger cuttings and surficially
capped with asphalt cold patch.

2.4 Laboratory Testing

Selected soil samples were tested in the laboratory to determine soil properties for PSIs
engineering evaluation. Laboratory testing on the soil samples obtained during the field
exploration included visual classification, natural moisture content and estimating the
unconfined compressive strength of the cohesive soils encountered using a calibrated hand
penetrometer. The laboratory tests were performed in general accordance with applicable
ASTM procedures.

____________________________________________________________________________ 4

Lansing, Michigan
The unused portions of the recovered soil samples obtained during PSIs geotechnical
exploration will be placed in storage at PSIs Lansing facility. Unless otherwise requested in
writing, the samples will be discarded after 90 days from the submission of the final report.

2.5 Subsurface Conditions

The site is covered with about 2 inches of asphalt pavement that was emplaced over
uncontrolled, deleterious fill soils which extend to depths ranging from about 1 to 4 feet
below existing grade. The old fill soils consist of brown fine to medium sand with occasional
layers/seams of buried topsoil, flyash, and brick fragments.

The natural soils encountered beneath the aforementioned fill materials generally consist of
brown and gray fine to medium sand, clayey sand, or silty sand that extend to depths ranging
from approximately 32 to 53 feet below the existing site grade. The sand soil possesses loose
to very dense relative densities as evidenced by Standard Penetration Test (SPT) values (which
range between 5 and 69 blows per foot). Occasional layers of gray silty or sandy clay were
noted within the granular deposit. Where encountered, the cohesive soils possess very stiff to
hard consistencies.

Bedrock (consisting of interbedded sandstone and weathered shale strata) was then
encountered extending to the explored depth of the borings (ranging from approximately 45 to
65 feet).

The above subsurface description is of a generalized nature to highlight the major subsurface
stratification features and material characteristics. The boring logs should be reviewed for
specific information at individual boring locations. These records include soil descriptions,
stratification, penetration resistance, location of the samples, and laboratory test data. The soil
boring logs are presented in the Appendix.

The stratification shown on the boring logs represent the conditions only at the actual boring
locations. Variations may occur and should be expected between boring locations. The
stratification represents the approximate boundary between subsurface materials; however, the
actual transition may be gradual. Water level information obtained during field operations is
also shown on the boring logs. The boring logs were prepared on the basis of the laboratory
testing and supplemental visual engineering classification, as well as the field logs of the soil
conditions encountered.

2.6 Groundwater Information

PSI personnel visually scanned for indications of groundwater seepage during the drilling
operations. Groundwater or perched water was encountered at each boring location at depths
ranging from approximately 13 and 23 feet below the existing ground surface. Several
borings were flushed with water during drilling, and groundwater readings were not taken upon
completion of those borings (i.e., Borings B1-02 and B1-03). Please note that temporary
piezometers were installed in Borings B1-01, B1-02, B1-06, and B1-07 after completion of the
drilling operations. The following Table depicts the groundwater measurements (and
elevations) during and upon completion of the drilling:
____________________________________________________________________________ 5

Lansing, Michigan

During Drilling Upon Completion
Boring No.
Approximate
Depth of
Groundwater
(ft.)
Approximate
Elevation of
Groundwater
(ft.) MSL
Approximate
Depth of
Groundwater
(ft.)
Approximate
Elevation of
Groundwater
(ft.) MSL
B1-01 23 814.2 11 826.7
B1-02 23 814.0 N/A N/A
B1-03 13 823.4 N/A N/A
B1-04 15 822.3 15 822.3
B1-05 23 812.8 19 817.3
B1-06 13 823.9 10 827.4
B1-07 23 811.9 15 820.4

Please note that extended groundwater readings had not yet been obtained at the time this
report was being prepared. Extended groundwater readings will be presented in the final
geotechnical report for this project.

It is possible for a groundwater table to vary within the depths explored during other times of the
year depending upon climatic conditions (seasonal fluctuation). Groundwater monitoring wells
are required to accurately define the position and fluctuation of the groundwater table, especially
if a boring is drilled in cohesive soil, where several days or weeks may be required for the
groundwater to reach a static level.

2.7 Site Seismic Classification

Ingham County in Michigan lies in the Central Stable Tectonic Region and in the Seismic Zone
1 of probable seismic activity of the Building Officials Congress of America (BOCA), National
Building Code (1993) and the Uniform Building Code (UBC). This zone indicates that minor
damages due to occasional earthquakes might be expected in this area. In the 2003 Michigan
Building Code (MBC), the State of Michigan has adopted the provisions of the 2003
International Building Code (IBC). The Site Class is based on a weighted average of known or
estimated soil properties for the uppermost 100 feet of the subsurface profile. Soil borings at
the project site extended to a maximum depth of approximately 65 feet below the existing
ground surface. Based on regional geologic mapping and past experience in the general
project area, PSI anticipates that the subsurface conditions below the explored depth may
generally consist of dense/stiff glacial drift underlain by the Grand River or Saginaw bedrock
formations at a depth of approximately 50 feet or greater. Based on our review of the available
data, knowledge of regional geology, the Standard Penetration Test (SPT) N-values and
unconfined compressive strength tests, we recommend that the seismic design for this project
be based on Site Class D.

The 2002 USGS NEHRP probabilistic ground motion values for the site, which is located near
latitude 42.7197 and longitude -84.5507, are as follows based on Site Class D:

____________________________________________________________________________ 6

Lansing, Michigan
Period
(seconds)
2% Probability of Event in
50 years* (%g)
Site Coefficient
F
a

Site Coefficient
F
v

PGA 4.67 -- --
0.2 (S
a
) 10.25 1.60 --
1.0 (S
1
) 4.29 -- 2.40
*At the nearest grid point (latitude 42.7197 and longitude -84.5507)

The site coefficients F
a
and F
v
were interpolated from MBC Tables 1615.1.2(1) and 1615.1.2(2)
as a function of the site classification and the mapped spectral response acceleration at the
short (S
a
) and 1 second (S
1
) periods.

The development of shear strains tending to cause liquefaction of sand deposits is governed by
the character of the ground motion (i.e. acceleration and frequency), soil type, groundwater level
and in-situ stress conditions. Very loose to loose sands and sands below the water table are
more likely to liquefy than dense sands and sands above the water table. PSI believes the risk
of liquefaction occurring at this site is low based on the site being located in a low seismic
activity area.

3.0 EVALUATION AND FOUNDATION DISCUSSION

PSI has made our analysis based on the information developed during this preliminary exploration.
If our estimations or understandings of the project are considered incorrect or if conditions during
construction are significantly different from those described in this preliminary report, please
contact PSI immediately in writing so that we may amend our preliminary report if appropriate and
if desired by the client. This subsurface investigation was preliminary in nature and additional
borings and specific design information will be necessary to develop construction, excavation
and foundation recommendations.

4.0 REPORT LIMITATIONS

The recommendations submitted in this preliminary report are based on the available
subsurface information obtained by PSI and the project information furnished by LBWL. If there
are any revisions to the plans for this project, or if deviations from the subsurface conditions
noted in this preliminary report are encountered during construction, PSI should be notified
immediately to determine if changes in our report are required. If PSI is not notified of such
changes, PSI will not be responsible for the impact of those changes on the project.

The geotechnical engineer warrants that the findings, recommendations, specifications, or
professional advice contained herein have been made in accordance with generally accepted
professional engineering practices in the local area. No other warranties are implied or expressed.
PSI should be given the opportunity to review the final design of the proposed structure to
determine the additional investigation required to prepare a final draft of this preliminary report.

This preliminary report has been prepared for the exclusive use of the LBWL and their authorized
representatives. This preliminary report is intended for the specific application to the proposed
REO Town Power Plant to be located in Lansing, Michigan.
_________________________________________________________________________

Lansing, Michigan

APPENDIX
SECTION NO. 1

DRAWING IS A REPRODUCTION OF A USGS 7.5 MINUTE QUADRANGLE MAP
PROJECT
SITE
FIGURE NO. 1
PSI PROJECT NO. 525-301
SITE LOCATION DIAGRAM
PROPOSED REO TOWN POWER PLANT
1203 SOUTH WASHINGTON AVENUE
LANSING, MICHIGAN
A
P
P
R
O
X
I
M
A
T
E

B
O
R
I
N
G
L
O
C
A
T
I
O
N
T
E
X
T
B
1
-
0
7
D
R
A
W
I
N
G

I
S

N
O
T

T
O

S
C
A
L
E
L
E
G
E
N
D
D
R
A
W
I
N
G

P
R
O
V
I
D
E
D

B
Y

L
A
N
S
I
N
G

B
O
A
R
D

O
F

W
A
T
E
R

A
N
D

L
I
G
H
T
F
I
G
U
R
E

N
O
.

2
P
S
I

P
R
O
J
E
C
T

N
O
.

5
2
5
-
3
0
1
D
R
A
W
N

B
Y
:

M
R
B
D
A
T
E
:

0
1
-
1
1
-
1
1
B
O
R
I
N
G

L
O
C
A
T
I
O
N

P
L
A
N
P
R
O
P
O
S
E
D

R
E
O

T
O
W
N

P
O
W
E
R

P
L
A
N
T
1
2
0
3

S
O
U
T
H

W
A
S
H
I
N
G
T
O
N

A
V
E
N
U
E
L
A
N
S
I
N
G
,

M
I
C
H
I
G
A
N
F
U
T
U
R
E

B
O
R
I
N
G
L
O
C
A
T
I
O
N
B
1
-
0
6
B
1
-
0
5
B
1
-
0
4
B
1
-
0
3
B
1
-
0
2
B
1
-
0
1
F
I
G
U
R
E

N
O
.

3
P
S
I

P
R
O
J
E
C
T

N
O
.

5
2
5
-
3
0
1
D
R
A
W
N

B
Y
:

M
R
B
D
A
T
E
:

0
1
-
1
1
-
1
1
E
A
R
T
H
Q
U
A
K
E

H
A
Z
A
R
D

R
I
S
K

M
A
P
S
P
R
O
P
O
S
E
D

R
E
O

T
O
W
N

P
O
W
E
R

P
L
A
N
T
1
2
0
3

S
O
U
T
H

W
A
S
H
I
N
G
T
O
N

A
V
E
N
U
E
L
A
N
S
I
N
G
,

M
I
C
H
I
G
A
N
2" ASPHALT Pavement
Brown fine SAND, occasional Flyash
seams (FILL)
Brown fine SAND, loose, moist (SP)
Brown fine to medium Clayey SAND,
little Silt, trace Gravel, loose to medium,
moist to very moist (SC)
Gray fine Clayey SAND, little Silt, trace
Gravel, medium, very moist (SC)
Gray fine Silty SAND, medium, wet
(SM)
Gray medium to coarse SAND, trace
Gravel, dense, wet (SP)
Gray SHALE
837.5
834.2
833.2
828.7
814.2
809.2
805.7
0.2
3.5
4.5
9.0
23.5
28.5
32.0
---
---
---
---
---
---
---
---
---
1.0
3.5
6.0
8.5
13.5
18.5
23.5
28.5
33.5
4-4-5
2-2-3
7-8-9
7-10-11
5-8-9
4-8-11
10-13-14
12-14-22
8-9-14
9
5
17
21
17
19
27
36
23
2.5
5.0
7.5
10.0
15.0
20.0
25.0
30.0
35.0
Qp
(tsf)
PSI No.:
PL
* Sample
Blows
Total
Location: 837.7
%MC LL
525-301
1/6/11 1/6/11
Depth
DESCRIPTION OF MATERIALS
(Classification)
10 20 30 40 50 60 70 80 90
B1-01 See Boring Location Plan
Project:
60.0'
Depth
Type of Boring: Completed: Driller:
Elevation
BORING LOG
N
3 1/4" HSA
FT. MSL
Client:
REC/RQD
Sample
Depth
(Feet)
*Number of blows required for a 140 lb hammer dropping 30" to drive 2" O.D., 1.375" I.D. sampler a total of 18 inches in three 6" increments. The sum
of the last two increments of penetration is termed the standard penetration resistance, N.
Proposed REO Town Power Plant; 1203 South Washington Avenue, Lansing, Michigan
PSI
Boring No.: (1 of 2) Elev:
Started:
N VALUE (bpf)
B
L
_
S
T
D

5
2
5
-
3
0
1

R
E
O
T
O
W
N
_
L
A
N
S
I
N
G

B
W
L
.
G
P
J

P
S
I
_
C
O
R
P
.
G
D
T

1
/
1
2
/
1
1
Gray SANDSTONE
Rock core obtained from 50 to 60 feet.
Boring was terminated at 60 feet below
the existing ground surface.
Groundwater Information:
Depth During Drilling - 23.5 Feet
Depth Upon Completion - 11 Feet
Borehole caved at 32 Feet.
Temporary standpipe piezometer set at
28.5 feet below grade.
790.7
777.7
47.0
60.0
---
---
---
38.5
43.5
48.5
50.0
12-28-34
21-27-33
50/1"
62
60
50/1"
40.0
45.0
50.0
60.0
Qp
(tsf)
PSI No.:
PL
* Sample
Blows
Total
Location: 837.7
%MC LL
525-301
1/6/11 1/6/11
Depth
(Classification)
10 20 30 40 50 60 70 80 90
Project:
60.0'
Depth
Elevation
BORING LOG
N
3 1/4" HSA
FT. MSL
Client:
REC/RQD
Sample
Depth
(Feet)
PSI
Started:
N VALUE (bpf)
B
L
_
S
T
D

5
2
5
-
3
0
1

R
E
O
T
O
W
N
_
L
A
N
S
I
N
G

B
W
L
.
G
P
J

P
S
I
_
C
O
R
P
.
G
D
T

1
/
1
2
/
1
1
2" ASPHALT Pavement
Brown fine to medium SAND,
occasional Brick fragments (FILL)
little Silt, trace Gravel, occasional
Silt/Sand seams, loose to medium,
moist (SC)
Gray fine Clayey SAND, little Silt, trace
Gravel, occasional Clay seams,
medium, moist to very moist (SC)
Gray Sandy CLAY, little Silt, trace
Gravel, occasional Clayey Sand
seams, very stiff, moist (CL)
Gravel, medium to dense, wet (SP)
Gray SHALE
837.4
834.1
828.1
819.1
814.1
805.6
0.2
3.5
9.5
18.5
23.5
32.0
---
---
---
---
---
---
---
---
---
1.0
3.5
6.0
8.5
13.5
18.5
23.5
28.5
33.5
5-7-7
2-3-3
3-5-6
5-8-13
5-6-7
3-5-8
10-13-13
19-21-23
10-13-15
14
6
11
21
13
13
26
44
28
2.5
5.0
7.5
10.0
15.0
20.0
25.0
30.0
35.0
Qp
(tsf)
PSI No.:
PL
* Sample
Blows
Total
Location: 837.5
%MC LL
525-301
1/6/11 1/6/11
Depth
(Classification)
10 20 30 40 50 60 70 80 90
Project:
55.0'
Depth
Elevation
BORING LOG
N
3 1/4" HSA
FT. MSL
Client:
REC/RQD
Sample
Depth
(Feet)
PSI
Started:
N VALUE (bpf)
B
L
_
S
T
D

5
2
5
-
3
0
1

R
E
O
T
O
W
N
_
L
A
N
S
I
N
G

B
W
L
.
G
P
J

P
S
I
_
C
O
R
P
.
G
D
T

1
/
1
2
/
1
1
Gray SHALE, with Sandstone seams
Gray SANDSTONE
799.1
793.1
782.6
38.5
44.5
55.0
---
---
38.5
43.5
45.0
14-19-24
30-50/3"
43
50/3"
40.0
45.0
55.0
Qp
(tsf)
PSI No.:
PL
* Sample
Blows
Total
Location: 837.5
%MC LL
525-301
1/6/11 1/6/11
Depth
(Classification)
10 20 30 40 50 60 70 80 90
Project:
55.0'
Depth
Elevation
BORING LOG
N
3 1/4" HSA
FT. MSL
Client:
REC/RQD
Sample
Depth
(Feet)
PSI
Started:
N VALUE (bpf)
B
L
_
S
T
D

5
2
5
-
3
0
1

R
E
O
T
O
W
N
_
L
A
N
S
I
N
G

B
W
L
.
G
P
J

P
S
I
_
C
O
R
P
.
G
D
T

1
/
1
2
/
1
1
PSI
Started:
N VALUE (bpf)
B
L
_
S
T
D

5
2
5
-
3
0
1

R
E
O
T
O
W
N
_
L
A
N
S
I
N
G

B
W
L
.
G
P
J

P
S
I
_
C
O
R
P
.
G
D
T

1
/
1
2
/
1
1
2" ASPHALT Pavement
Black fine to medium SAND, trace
Gravel (FILL)
occasional Clay seams, loose, moist
(SP)
Brown fine SAND, loose, very moist to
wet (SP)
Gray fine Silty SAND, dense, wet (SM)
Gravel, medium to very dense, wet
(SP)
Gray weathered SANDSTONE,
occasional Clay seams, very dense,
wet
836.7
834.9
833.9
819.9
813.4
804.9
0.2
2.0
3.0
17.0
23.5
32.0
---
---
---
---
---
---
---
---
---
1.0
3.5
6.0
8.5
13.5
18.5
23.5
28.5
33.5
2-3-4
3-4-3
2-2-3
2-3-3
2-3-4
8-15-19
6-12-12
18-28-26
19-29-38
7
7
5
6
7
34
24
54
67
2.5
5.0
7.5
10.0
15.0
20.0
25.0
30.0
35.0
Qp
(tsf)
PSI No.:
PL
* Sample
Blows
Total
Location: 836.9
%MC LL
525-301
1/4/11 1/4/11
Depth
(Classification)
10 20 30 40 50 60 70 80 90
Project:
45.0'
Depth
Elevation
BORING LOG
N
3 1/4" HSA
FT. MSL
Client:
REC/RQD
Sample
Depth
(Feet)
Qp
(tsf)
Gray SHALE
Gray SANDSTONE
Depth Upon Completion - "Dry"
799.9
793.4
791.9
37.0
43.5
45.0
---
---
38.5
43.5
39-50/5"
50/2"
100
100
40.0
45.0
PSI No.:
PL
* Sample
Blows
Total
Location: 836.9
%MC LL
525-301
1/4/11 1/4/11
Depth
(Classification)
10 20 30 40 50 60 70 80 90
Project:
45.0'
Depth
Elevation
BORING LOG
N
3 1/4" HSA
FT. MSL
Client:
REC/RQD
Sample
Depth
(Feet)
PSI
Started:
N VALUE (bpf)
B
L
_
S
T
D

5
2
5
-
3
0
1

R
E
O
T
O
W
N
_
L
A
N
S
I
N
G

B
W
L
.
G
P
J

P
S
I
_
C
O
R
P
.
G
D
T

1
/
1
2
/
1
1
Total
Location: 837.3
%MC LL
525-301
1/4/11 1/4/11
Depth
(Classification)
10 20 30 40 50 60 70 80 90
Project:
2" ASPHALT Pavement
Brown fine to medium SAND, trace
Gravel (FILL)
Brown and gray mottled Sandy CLAY,
little Silt, trace Gravel, very stiff, moist
(CL)
Brown fine SAND, loose to medium,
moist to very moist (SP)
Gravel, loose, very moist to wet (SP)
Gray SILT, occasional Clay seams,
medium, wet (ML)
Gray coarse SAND, trace Gravel,
medium to dense, wet (SP)
Gray weathered SHALE, occasional
Sandstone seams
837.2
835.9
835.4
823.9
819.4
812.9
803.9
0.2
1.5
2.0
13.5
18.0
24.5
33.5
3.5
---
---
---
---
---
---
---
---
1.0
3.5
6.0
8.5
13.5
18.5
23.5
28.5
33.5
4-5-10
3-4-4
2-2-3
2-3-3
2-4-5
5-7-9
8-16-19
2-18-19
8-11-19
15
8
6
6
9
16
35
37
30
2.5
5.0
7.5
10.0
15.0
20.0
25.0
30.0
35.0
Qp
(tsf)
PSI No.:
PL
* Sample
Blows
45.0'
Depth
Elevation
BORING LOG
N
3 1/4" HSA
FT. MSL
Client:
REC/RQD
Sample
Depth
(Feet)
PSI
Started:
N VALUE (bpf)
B
L
_
S
T
D

5
2
5
-
3
0
1

R
E
O
T
O
W
N
_
L
A
N
S
I
N
G

B
W
L
.
G
P
J

P
S
I
_
C
O
R
P
.
G
D
T

1
/
1
2
/
1
1
Gray SANDSTONE
Depth During Drilling - 15 Feet
792.9
792.4
44.5
45.0
---
---
38.5
43.5
14-14-15
33-50/1"
29
100
40.0
45.0
Qp
(tsf)
PSI No.:
PL
* Sample
Blows
Total
Location: 837.3
%MC LL
525-301
1/4/11 1/4/11
Depth
(Classification)
10 20 30 40 50 60 70 80 90
Project:
45.0'
Depth
Elevation
BORING LOG
N
3 1/4" HSA
FT. MSL
Client:
REC/RQD
Sample
Depth
(Feet)
PSI
Started:
N VALUE (bpf)
B
L
_
S
T
D

5
2
5
-
3
0
1

R
E
O
T
O
W
N
_
L
A
N
S
I
N
G

B
W
L
.
G
P
J

P
S
I
_
C
O
R
P
.
G
D
T

1
/
1
2
/
1
1
2" ASPHALT Pavement
Brown fine to medium SAND, some
Flyash (FILL)
trace Topsoil (FILL)
Brown fine SAND, very loose to loose,
moist to very moist (SP)
little Silt, trace Gravel, very loose, very
moist (SC)
Brown fine SAND, very loose to loose,
very moist (SP)
Gravel, loose, very moist (SP)
Gray fine SAND, trace Gravel,
occasional Clay seams, medium, very
moist (SP)
Gray fine Silty SAND, medium to
dense, very moist to wet (SM)
Gravel, dense, wet (SP)
836.1
834.8
833.8
831.8
830.3
826.3
824.3
817.8
807.8
801.3
0.2
1.5
2.5
4.5
6.0
10.0
12.0
18.5
28.5
35.0
---
---
---
---
---
---
---
---
---
1.0
3.5
6.0
8.5
13.5
18.5
23.5
28.5
33.5
4-3-2
3-2-2
4-3-2
2-1-3
5-8-11
4-19-20
8-12-13
11-16-19
9-16-23
5
4
5
4
19
39
25
35
39
2.5
5.0
7.5
10.0
15.0
20.0
25.0
30.0
35.0
Qp
(tsf)
PSI No.:
PL
* Sample
Blows
Total
Location: 836.3
%MC LL
525-301
1/5/11 1/5/11
Depth
(Classification)
10 20 30 40 50 60 70 80 90
Project:
40.0'
Depth
Elevation
BORING LOG
N
3 1/4" HSA
FT. MSL
Client:
REC/RQD
Sample
Depth
(Feet)
PSI
Started:
N VALUE (bpf)
B
L
_
S
T
D

5
2
5
-
3
0
1

R
E
O
T
O
W
N
_
L
A
N
S
I
N
G

B
W
L
.
G
P
J

P
S
I
_
C
O
R
P
.
G
D
T

1
/
1
2
/
1
1
Gray fine to medium Clayey SAND,
little Silt, trace Gravel, dense, wet (SC)
Gray SANDSTONE
797.8
796.3
38.5
40.0
---
38.5
50/2" 100
40.0
Qp
(tsf)
PSI No.:
PL
* Sample
Blows
Total
Location: 836.3
%MC LL
525-301
1/5/11 1/5/11
Depth
(Classification)
10 20 30 40 50 60 70 80 90
Project:
40.0'
Depth
Elevation
BORING LOG
N
3 1/4" HSA
FT. MSL
Client:
REC/RQD
Sample
Depth
(Feet)
PSI
Started:
N VALUE (bpf)
B
L
_
S
T
D

5
2
5
-
3
0
1

R
E
O
T
O
W
N
_
L
A
N
S
I
N
G

B
W
L
.
G
P
J

P
S
I
_
C
O
R
P
.
G
D
T

1
/
1
2
/
1
1
2" ASPHALT Pavement
occasional Flyash seams (FILL)
Brown fine SAND, occasional Clay
seams, loose to medium, moist to wet
(SP)
Gray fine Silty SAND, occasional Clay
seams, dense, wet (SM)
Gray fine SAND, medium, wet (SP)
Gravel, dense to very dense, wet (SP)
837.3
834.0
819.0
814.0
809.5
0.2
3.5
18.5
23.5
28.0
---
---
---
---
---
---
---
---
---
1.0
3.5
6.0
8.5
13.5
18.5
23.5
28.5
33.5
6-6-7
4-4-4
6-9-14
3-4-4
10-12-14
9-12-24
10-14-16
15-21-32
15-23-33
13
8
23
8
26
36
30
53
56
2.5
5.0
7.5
10.0
15.0
20.0
25.0
30.0
35.0
Qp
(tsf)
PSI No.:
PL
* Sample
Blows
Total
Location: 837.4
%MC LL
525-301
1/7/11 1/7/11
Depth
(Classification)
10 20 30 40 50 60 70 80 90
Project:
65.0'
Depth
Elevation
BORING LOG
N
3 1/4" HSA
FT. MSL
Client:
REC/RQD
Sample
Depth
(Feet)
PSI
Started:
N VALUE (bpf)
B
L
_
S
T
D

5
2
5
-
3
0
1

R
E
O
T
O
W
N
_
L
A
N
S
I
N
G

B
W
L
.
G
P
J

P
S
I
_
C
O
R
P
.
G
D
T

1
/
1
2
/
1
1
Gray SANDSTONE
784.0
772.5
53.5
65.0
---
---
38.5
53.5
55.0
12-29-40
33-50/2"
69
33-50/2"
40.0
55.0
65.0
Qp
(tsf)
PSI No.:
PL
* Sample
Blows
Total
Location: 837.4
%MC LL
525-301
1/7/11 1/7/11
Depth
(Classification)
10 20 30 40 50 60 70 80 90
Project:
65.0'
Depth
Elevation
BORING LOG
N
3 1/4" HSA
FT. MSL
Client:
REC/RQD
Sample
Depth
(Feet)
PSI
Started:
N VALUE (bpf)
B
L
_
S
T
D

5
2
5
-
3
0
1

R
E
O
T
O
W
N
_
L
A
N
S
I
N
G

B
W
L
.
G
P
J

P
S
I
_
C
O
R
P
.
G
D
T

1
/
1
2
/
1
1
2" ASPHALT Pavement
Brown fine to medium SAND, some
Flyash, trace Gravel (FILL)
Brown fine SAND, loose, moist (SP)
occasional Sand seams, medium,
moist to very moist (SC)
Gray Silty CLAY, occasional Silty Sand
seams, hard, moist (CL)
Brown fine Silty SAND, medium, very
moist (SM)
Gravel, medium, wet (SP)
Gravel, medium, wet (SP)
835.3
831.0
827.0
822.0
817.0
812.0
807.0
0.2
4.5
8.5
13.5
18.5
23.5
28.5
---
---
---
---
4.5+
---
---
---
---
1.0
3.5
6.0
8.5
13.5
18.5
23.5
28.5
33.5
3-4-5
5-4-3
3-4-4
5-9-11
6-8-12
5-8-14
7-9-11
6-12-15
4-7-9
9
7
8
20
20
22
20
27
16
2.5
5.0
7.5
10.0
15.0
20.0
25.0
30.0
35.0
Qp
(tsf)
PSI No.:
PL
* Sample
Blows
Total
Location: 835.4
%MC LL
525-301
1/5/11 1/5/11
Depth
(Classification)
10 20 30 40 50 60 70 80 90
Project:
50.0'
Depth
Elevation
BORING LOG
N
3 1/4" HSA
FT. MSL
Client:
REC/RQD
Sample
Depth
(Feet)
PSI
Started:
N VALUE (bpf)
B
L
_
S
T
D

5
2
5
-
3
0
1

R
E
O
T
O
W
N
_
L
A
N
S
I
N
G

B
W
L
.
G
P
J

P
S
I
_
C
O
R
P
.
G
D
T

1
/
1
2
/
1
1
Gray weathered SHALE
Gray SANDSTONE
788.5
786.0
785.5
47.0
49.5
50.0
---
---
38.5
43.5
48.5
8-8-9
6-8-10
11-50/2"
17
18
100
40.0
45.0
50.0
Qp
(tsf)
PSI No.:
PL
* Sample
Blows
Total
Location: 835.4
%MC LL
525-301
1/5/11 1/5/11
Depth
(Classification)
10 20 30 40 50 60 70 80 90
Project:
50.0'
Depth
Elevation
BORING LOG
N
3 1/4" HSA
FT. MSL
Client:
REC/RQD
Sample
Depth
(Feet)
PSI
Started:
N VALUE (bpf)
B
L
_
S
T
D

5
2
5
-
3
0
1

R
E
O
T
O
W
N
_
L
A
N
S
I
N
G

B
W
L
.
G
P
J

P
S
I
_
C
O
R
P
.
G
D
T

1
/
1
2
/
1
1
GRAVEL
AND
GRAVELLY
SOILS
CLAYEY GRAVELS, GRAVEL - SAND -
CLAY MIXTURES
WELL-GRADED SANDS, GRAVELLY
SANDS, LITTLE OR NO FINES
POORLY-GRADED SANDS,
GRAVELLY SAND, LITTLE OR NO
FINES
SILTY SANDS, SAND - SILT
MIXTURES
CLAYEY SANDS, SAND - CLAY
MIXTURES
INORGANIC SILTS AND VERY FINE
SANDS, ROCK FLOUR, SILTY OR
CLAYEY FINE SANDS OR CLAYEY
SILTS WITH SLIGHT PLASTICITY
INORGANIC CLAYS OF LOW TO
MEDIUM PLASTICITY, GRAVELLY
CLAYS, SANDY CLAYS, SILTY CLAYS,
LEAN CLAYS
ORGANIC SILTS AND ORGANIC
SILTY CLAYS OF LOW PLASTICITY
INORGANIC SILTS, MICACEOUS OR
DIATOMACEOUS FINE SAND OR
SILTY SOILS
INORGANIC CLAYS OF HIGH
PLASTICITY
SILTS
AND
CLAYS
MORE THAN 50%
OF MATERIAL IS
LARGER THAN
NO. 200 SIEVE
SIZE
MORE THAN 50%
OF MATERIAL IS
SMALLER THAN
NO. 200 SIEVE
SIZE
MORE THAN 50%
OF COARSE
FRACTION
PASSING ON NO.
4 SIEVE
MORE THAN 50%
OF COARSE
FRACTION
RETAINED ON NO.
4 SIEVE
SOIL CLASSIFICATION CHART
(APPRECIABLE
AMOUNT OF FINES)
(APPRECIABLE
AMOUNT OF FINES)
(LITTLE OR NO FINES)
FINE
GRAINED
SOILS
SAND
AND
SANDY
SOILS
SILTS
AND
CLAYS
ORGANIC CLAYS OF MEDIUM TO
HIGH PLASTICITY, ORGANIC SILTS
PEAT, HUMUS, SWAMP SOILS WITH
HIGH ORGANIC CONTENTS
LETTER GRAPH
SYMBOLS
MAJOR DIVISIONS
COARSE
GRAINED
SOILS
TYPICAL
DESCRIPTIONS
WELL-GRADED GRAVELS, GRAVEL -
SAND MIXTURES, LITTLE OR NO
FINES
POORLY-GRADED GRAVELS,
GRAVEL - SAND MIXTURES, LITTLE
OR NO FINES
SILTY GRAVELS, GRAVEL - SAND -
SILT MIXTURES
CLEAN
GRAVELS
GRAVELS WITH
FINES
CLEAN SANDS
(LITTLE OR NO FINES)
SANDS WITH
FINES
LIQUID LIMIT
LESS THAN 50
LIQUID LIMIT
GREATER THAN 50
HIGHLY ORGANIC SOILS
NOTE: DUAL SYMBOLS ARE USED TO INDICATE BORDERLINE SOIL CLASSIFICATIONS
GW
GP
GM
GC
SW
SP
SM
SC
ML
CL
OL
MH
CH
OH
PT
Revised 4/19/2011 1
LABOR MANAGEMENT COOPERATION AGREEMENT
BETWEEN

The Michigan Building and Construction Trades Council, Michigan Regional Council
of Carpenters, Operating Engineers Local #324

and

The Construction Manager

For construction of the

Lansing Board of Water & Light
Reo Town Plant
Lansing, Michigan

ARTICLE 1 - INTENT AND PURPOSE

Section 1-1 This Labor Management Cooperation Agreement ("Agreement") is entered into for
work performed on the project as defined in Addendum A, (hereinafter) called the ("Project"),
by and between The Construction Manager ("CM") acting for and on behalf of Lansing Board
of Water & Light. ("Owner"), and the other contractors and subcontractors signatory hereto,
their successors and assigns (hereinafter referred to both individually and collectively as the
"Employer") and the Michigan Building and Construction Trades Council, Michigan Regional
Council of Carpenters, Operating Engineers Local #324 (hereinafter collectively referred to as
the "Unions" or individually as the "Union). All contractors and subcontractors of any tier
performing work on the project must be parties to this Agreement. CM is the construction
manager for the Project and is responsible for the procurement and construction of the Project
on behalf of the Owner.

Section 1-2 The cost effective, timely and successful completion of the Project is of vital
importance. Therefore, it is essential the construction work be done in an efficient and
economical manner in order to secure competitive pricing, optimum productivity and to
eliminate delays in the work. In recognition of the special needs of the Project and to maintain
spirit of harmony, labor management peace, and stability during the term of this Labor
Management Cooperation Agreement, the parties agree to establish effective and binding
methods for the settlement of all misunderstandings, disputes or grievances which may arise. To
accomplish the goals of quality, safety, cost effectiveness and the timeliness, requires that the
participants exhibit a positive attitude intent on success. There must exist among all parties a
willingness to cooperate fully in devoting themselves to the goals of the Project.

This program has no room for adverse relationships, but only true spirit of cooperation and
commitment. It is essential that the work required to construct the Project be accomplished in
an effective and economical manner so as to minimize delays and provide the highest levels of
quality and productivity.

Labor Management Cooperation Agreement - Lansing Board of Water & Light Reo Town Plant

Revised 4/19/2011 2

Therefore, the Unions and the Employers dedicate themselves to the goals that together in full
cooperation, they will produce a facility of the highest quality, as economically as possible, in a
safe environment, under favorable working conditions

ARTICLE II - SCOPE OF AGREEMENT

Section 2-1 This Agreement shall apply to all work performed by each signatory Employer and
its subcontractors on the Project. The work of the International Union of Elevator Constructors
on this Project shall be performed under the terms of its National Agreements, with exception
of Articles IV, VI11, and X, and Addendum B of this Project Agreement, which shall apply to
such work. The provisions of applicable local collective bargaining agreements of all other unions
signatory hereto shall apply to all work performed on the Project unless any provisions therein
conflict with the provisions of the Agreement, in which case, this Agreement shall apply. The
provisions of the applicable local collective bargaining agreements shall not extend to any other
project unless employers are signatory to the specific collective bargaining agreements prior to
the execution of this agreement. The parties hereto acknowledge that this Agreement is
between CM and the Unions. The Owner is not and shall not be deemed to be a joint
venturer or partner with CM.

Section 2-2 This agreement shall only be binding on the signatory parties hereto and shall not
apply to the parents, affiliates, subsidiaries or other ventures of any such party, provided such
entities shall be required to sign, accept and be bound by this agreement if they perform work
on the project.

Section 2-3CM represents for itself and on behalf of the Owner that its scope of work is as
represented in the attached Addendum A, and that to the best of its knowledge, information
and belief, neither the Owner, nor any entity or person not signatory to this Agreement, nor
any of their contractors or subcontractors, shall perform any construction, installation,
alteration, painting, repair, renovation or rehabilitation work on the project site or within the
perimeter of the Project during the term of this Agreement within the scope of work covered
by this Agreement, except as otherwise specified in the Addendum A.

Section 2-4 The Union shall not coerce nor in any way interfere with the Owner or tenants
personnel, operations or facilities at the Project site. Subject to Section 2-3 and Addendum A,
the Owners right to contract directly with other companies for work at the project site in
conjunction with startups and operations shall not be limited.

Section 2-5 This agreement does not apply to:

1. Work performed by non-manual employees including but not limited to:
superintendents, supervisors, architects, engineers, field engineers, surveyors, quality
assurance and quality inspectors, office workers, messengers, persons making deliveries
to and from the job site(except as otherwise provided in Article VI), guards, medical
personnel, emergency vehicle operators and employees in similar classifications except
where those classifications are specifically covered by the collective bargaining
agreement and work excluded from CMs scope of work and as specified in the
addendum.


Revised 4/19/2011 3
Section 2-6 Employers or their subcontractors will not be allowed to establish or utilize
fabrication or assembly facilities or stations outside of the Project site to perform work that is
customarily performed on-site in an attempt to circumvent the provisions of this Agreement. It
is not the intent of this section to preclude prefabricated building components.

ARTICLE Ill - MANAGEMENT RIGHTS

Section 3-1 The Unions understand the Employer is responsible to perform the work required
by the Owner and its Owner Consultants. The Employer shall therefore have no restrictions,
except these specifically provided for in this Agreement, in planning, directing and controlling
the operation of all this work, in hiring and layoff of employees, in judging the qualifications of
technicians, vendors and labor force, in transferring employees, in determining crew size and
composition as well as the person who will act as foreman, in requiring all employees to observe
the Employer's and Owner's rules and regulations not inconsistent with this Agreement, in
requiring all employees to observe all safety regulations and in discharging employees.

Section 3-2 Subject to the Employer's right to call specific employees by name, the referral
systems provided by the Local Unions Working Agreement will be in effect for this Agreement.
The Employer will make a legitimate effort to utilize local labor wherever possible or practical.
The Employer agrees to notify in writing or by telephone when workers are required.

ARTICLE IV - NO STRIKES

Section 4-1 The Unions agree that they will not permit or participate in any strikes, picketing,
interference with delivery of materials to and from the Project, slowdowns, work stoppages or
disruptive activity of any kind against any Employers signatory hereto on the Project. There will
be no lockout by the Employer.

Section 4-2 The Unions agree to use every effort to immediately prevent and/or terminate any
work stoppages in violation of this Agreement, including, but not limited to, advising each and
every employee who engages in such conduct that his/her actions are in violation of this
Agreement and he/she is subject to discharge for engaging in such conduct.

ARTICLE V - PAYMENT OF FRINGES WAGES AND BENEFITS

Section 5-1 Wage rates and fringe benefits such as health, welfare, pension, training, etc. to be
paid on the Project shall be in accordance with the applicable local collective bargaining
agreements. In the event new wage agreements are not successfully negotiated prior to the
expiration of this Agreement, the Employer agrees to be bound by subsequently negotiated local
agreements, and pay all negotiated increase in wages and fringes retroactive to the effective date
of the local agreement as specified in Article VI, Section 6-1. The Unions agree that there will be
no work stoppage on the Project as result of these negotiations, and there shall be no lockout
by the Employer.

Section 5-2 Each signatory Employer agrees to accept as its representatives in the
administration of the trust funds, the employer trustees servicing such funds. The Employer
signing this Agreement shall be obligated and be bound by the trust documents to make trust
fund contributions in accordance with the applicable local agreements, but unless otherwise
bound to the local agreements and/or trust documents, shall not be required to sign trust fund

Revised 4/19/2011 4
participation agreements unless legally required per the local trust documents, and any such
signing of trust documents will apply to the Project only.

Section 5-3 Any Union having a claim against an Employer or subcontractor for unpaid wages
and/or fringe benefits for work performed on the Project shall give written notice of such claim
to such Employer or subcontractor (with a copy of notice to CM) within ten (10) business
days after such claim has become known. Upon receipt of such written notice, CM shall
withhold an amount equal to the claim from the next disbursement payable to the
Employer/subcontractor, pending resolution of the dispute satisfactory to CM and the Board
of Trustees of the respective fund. In the event of any such dispute, the Union agrees to use its
best efforts to pursue any legal remedies available including litigation by the Fund Trustees. It is
understood that the intent of this Section is to accomplish prompt and effective resolution of
any dispute between the Union and any Employer or subcontractor over the payment of wages
and fringes.

Section 5-4 The Union must be notified by CM at least one week in advance if a 4-10's work
week is to be implemented and the 4-10's must run for 4 consecutive days between Sunday
midnight and through Friday midnight. Anything over the 10 hours a day is to be paid at time
and one half rate. It is understood that 40 hours shall constitute a regular work week, (5-8s)
Sunday midnight through Friday midnight. At the Employer's option the regular work week may
be changed to 4-10's with an inclement weather, or conditions beyond the control of the
Employer, make-up day on Friday or as provided for in local collective bargaining agreement, to
be paid at the straight time rate, understanding anything over 8 hours will be paid at time and on
half rate. Employees shall not be discriminated against whatsoever for not working a make-up
day prior to commitment. Make-up days must be scheduled for a minimum of eight (8) hours,
weather permitting and shall be on a voluntary basis only.

ARTICLE VI - PROJECT AGREEMENT

Section 6-1 The parties understand and agree that each contractor and subcontractor at all tiers
of the Project shall prior to beginning work on the Project, become signatory to this Labor
Management Cooperation Agreement, and abide by the terms of the respective current
collective bargaining agreements of the appropriate local union affiliates of the Michigan Building
and Construction Trades Council, Michigan Regional Council of Carpenters and the Operating
Engineers Local #324 and any other Unions signatory hereto, and shall in consideration for the
Union's agreement not to strike, abide by the terms of the appropriate local collective
bargaining agreements, for this Project only and to any subsequent local collective bargaining
agreements negotiated during the term of the Project, and comply with the terms of the said
agreements for this Project retroactive to their respective effective dates. In order to confirm
the agreement of each contractor or subcontractor to be bound by the provisions of this
Agreement, the contractor or subcontractor will be required to sign the Adoption Letter
included as an Appendix A to this Agreement prior to and as a condition of submitting its bid.
Subject to Section 5-2, the Employer shall not be required to sign any other agreement not
related to this Project during the term of this Agreement.

ARTICLE VII - BUILDING MATERIAL DELIVERY

Section 7-1 The parties understand and agree that all building materials delivered to the job
site which are normally and customarily unloaded by the trade in accordance with the existing
agreements shall be unloaded by those trades.

Revised 4/19/2011 5

Section 7-2 The furnishing of materials, supplies and/or equipment and delivery thereof, shall in
no way be considered subcontracting.

ARTICLE Vlll - LABOR MANAGEMENT COOPERATION COMMlTTEE

Section 8-1 The parties to this Agreement hereby reaffirm the necessity for joint cooperation
and participation by Labor and Management. Therefore, to insure this end, it is hereby agreed
that a "Labor Management Cooperation Committee" will be established for the Project and will
be composed of representatives from both Labor and Management. One of the Labor
representatives shall be the Labor Co-Chairman and likewise one the Management's
representatives the Management Co-Chair.

Section 8-2 The Labor Management Cooperation Committee shall meet quarterly or an "as
necessary" basis and shall discuss at such meetings, reports concerning any violation, dispute,
questions or interpretations of the application or practices arising out of this document as well
as safety, working conditions, absenteeism, labor turnover, availability of qualified journey
workers, need for training and any other matters affecting productivity and efficiency.

Section 8-3 The Labor Management Cooperation Committee shall not be a substitute for
grievance and arbitration procedure in Article IX and shall not have the authority to render a
decision in a jurisdictional dispute.

Section 8-4 The parties hereto agree to meet within forty-eight (48) hours to address any issue
of importance identified by the Employer or the Union.

ARTICLE IX - GRIEVANCE PROCEDURE AND ARBITRATION

Section 9-1 Any Dispute or grievance between the parties working under the Agreement
(except Jurisdictional disputes} will be handled in the following procedure, without work
stoppage, slowdowns etc.

Any dispute or grievance arising out of the interpretation of this Agreement shall be handled
under the following.

1. The Business Representative of the Local Union involved will first attempt to settle the
matter with the Superintendent of the Employer involved and failing to reach a settlement,
will then attempt to settle the matter by oral discussion with the Construction Manager's
Project Director/Executive. If the dispute or grievance directly involves the Contractor, the
Business Representative shall first attempt to settle the matter by oral discussions with the
Construction Manager's Project Director/Executive.

2. If the matter is not resolved in Five (5) working days from Step A, the Business
Representative shall refer the matter to his International Union and the International
Representative assigned by the International Union shall contact the Employer's authorized
Labor representative and the two shall attempt to settle the matter.

3. If the issue is not resolved within twenty (20) working days from Step. B the Employer and

Revised 4/19/2011 6
the Union shall request a list of arbitrators from the Federal Mediation and Conciliation
Service. The Employer involved shall arrange with the Union's involved to alternately strike
names from the list until a single name remains, who shall be the arbitrator designated to
hear the dispute. The arbitrator selected by the parties shall then hear the grievance at the
earliest mutually convenient time. Each party shall have the right to present to the
Arbitrator whatever evidence it deems desirable. The Arbitrators decision shall be binding
on both parties, provided however, that the Arbitrator shall not have the authority to alter
or amend the provisions of this Agreement in any way. In the event the services of an
impartial Arbitrator are required, his fees and expenses shall be paid one half by the Union
and one half by the Employer. Any party shall have the right to have a transcript of the
proceedings at its own expense. The time constraints provided in this Article IX Section 9-1
may be extended or waived by mutual consent of the parties.

Section 9-2 The grievance and arbitration procedure of the applicable local agreement shall
apply to all other disputes between the parties, except for jurisdictional disputes.

Section 9-3 Jurisdictional disputes shall be handled as specified in Article IX.

ARTICLE X
WORK ASSIGNMENTS AND JURISDICTIONAL
DISPUTE RESOLUTION

Section 10-1 The Plan for Settlement of Jurisdictional Disputes in the Construction Industry,
including Procedural Rules and Regulations dated June, 1984, as amended through December,
2002, (Plan) or any successor to the Plan adopted after the effective date of the Agreement,
shall govern all parties. The Employer who has responsibility for the performance and
installation shall make a specific assignment of the work in accordance with agreements and
decisions of record. It is the Employer's responsibility to make assignments in accordance with
the procedural rules of the Plan. Employers shall attempt through mandatory pre-job and pre-
assignment conferences with Union representatives, to clear up all work assignments in which
there is thought to be a difference in opinion. Efforts shall be made to hold such conferences
well in advance of the actual work performance.

Section 10-2 All jurisdictional disputes will be resolved without the occurrence of any strikes,
slow-downs, lockouts, or other work stoppages, and the Employer's assignment shall be
followed until the parties resolve the dispute.

Section 10-3 Should a jurisdictional dispute arise, the Business Agents of the trades involved
will first meet and attempt to resolve the dispute.

Section 10-4 Failure to resolve the dispute (10-3 above), the trades involved will immediately
request assistance from their respective International Unions.

Section 10-5 The International Representatives will meet with the Business Agents and the
Employer's representative and attempt to resolve the dispute. This meeting, if required, will be
held at the Job site office.

ARTICLE XI - SUBCONTRACTING


Revised 4/19/2011 7
Section 11-1 CM and the Employer's agree not to subcontract out any on-site work for this
Project within the jurisdiction of the Union's which are signatory to this Agreement to any
contractor or subcontractor who fails to contractually agree to be bound by this Agreement. In
order to confirm the agreement of each contractor or subcontractor to be bound by the
provisions of the Agreement, the contractor or subcontractor will be required to sign the
Adoption Letter included as an Appendix to this Agreement. A copy of the Adoption Letter will
be maintained by CM. CM is to provide notification to the Building Trades, within a
reasonable length of time of the Contractor's or subcontractor's signature of the Adoption
Letter.

ARTICLE XII WORK RULES

Section 12-1 CM shall have the right to establish reasonable safety and project work rules.
Any violation of the Project Work Rules (Addendum C) shall be grounds for disciplinary action
up to and including termination.

ARTICLE Xlll - SAFETY

Section 13-1 CM, and Subcontractors at all lower tiers and their employees shall comply with
all applicable Federal, and to the extent applicable State and Local laws, ordinances, and
regulations relating to job safety, health and safe work practices, as well as those specific project
safety plans/rules required by the CM.

Section 13-2 CM will require all applicants for employment and existing employees
transferred from another location to submit to a drug and alcohol testing program. In addition,
all employees of the Contractors may be required to submit to For Cause testing. All testing
shall be conducted in accordance with Addendum D, which is hereby incorporated into the
Agreement by reference.

Section 13-3 The unions agree to participate and co-sponsor project specific safety training
events, on a quarterly basis for the duration of this project.

ARTlCLE XIV - LEGAL INTENT

Section 14-1 it is not intended that any condition of the agreement shall violate any applicable
federal or state law, however, if any condition is held to violate any law, that portion of the
Agreement shall be considered null and void, but the remainder of the agreement shall continue
in full force and effect and the parties shall there upon negotiate substitute provisions which are
in conformity with the applicable law.

ARTICLE XV DURATION

Section 15-1 This agreement established for the Lansing BWL, Reo Town Plant project in
Lansing, Michigan, shall be effective from the date of the signing and shall continue in full force
and effect until the completion of the Project by CM.


Revised 4/19/2011 8

Signed this day _____ day _____ 2011 _____________________________

_____________________________

_____________________________

GENERAL CONTRACTOR, The Construction Manager:

By:

Address:

City/State/Zip:

Telephone:

Fax:

MICHIGAN BUILDING AND CONSTRUCTION TRADES COUNCIL

By:

Address:
Patrick J Devlin, Secretary Treasurer

435 Washington Square

City/State/Zip:


Telephone:

(517) 484-8427

Fax:


Revised 4/19/2011 9

MICHIGAN REGIONAL COUNCIL OF CARPENTERS

By:

Address:
Mike Jackson, Executive Secretary Treasurer

3800 Woodward Avenue
Suite 1200

City/State/Zip:
Detroit, MI 48201

Telephone:
(313) 832-3887
Fax:
(313) 832-1578

Individual Unions to sign to be added below as directed by the Michigan Building and Construction Trades
Representative.

Bricklayers, Local #9
3321 Remy Drive
517-886-9781
Fax: 517-886-9816

Laborers, Local 499
3080 Platt Road
Ann Arbor, MI 48104-1808
734-368-6264

Operating Engineers, Local #324
5914 Executive Drive
Lansing, MI 48911
517-393-0400


Revised 4/19/2011 10

Sheet Metal, Local #7
801 S Homes Street
517-374-7337

Elevator Constructors Local #85
5800 Executive Dr
Lansing, MI 48911
517-882-0100

Electrical Workers, Local #665
5205 S. Pennsylvania
Lansing, MI 48911
517-393-5530

Plumbers / Pipefitters Local#333
5405 S. Martin Luther King Jr. Blvd
517-393-5480

Roofers, Local #70
1451 Old Pinckney Road
Howell, Michigan 48843
517-548-6554

Painters, Local #845
5914 Executive Drive
Lansing, MI 48911
517-882-3701


Revised 4/19/2011 11

Glass & Architectural Metal & Glass Workers, Local #826
263 Kingman Road
Mason, Michigan 48854
517-663-9132

Heat & Frost Insulators & Asbestos Workers, Local 47
300 St. Andrews Rd. # 304A
Saginaw, MI 48603
989-799-5780

Ironworkers, Local 25
5405 S. Martin Luther King Jr. Blvd
Lansing, MI 48910
517-882-3078

Plasterers and Cement Masons, Local 16
3815 W St. Joseph # B-200
Lansing, MI 48917
517-999-3410


Revised 4/19/2011 12

ADDENDUM A

SCOPE OF WORK

Scope of work covered by this Agreement shall be all work included in the Lansing Board of
Water & Light Reo Town Plant project located in Lansing, Michigan; as described in the plans
and specifications issued by Burns and Roe Enterprises, Inc. and issued for construction bids by
The Construction Manager.

The following items are specifically excluded from the Scope of Work of this
Agreement.

A. All employees of the Owner not performing manual labor.

B. Any work performed on or near, or leading to or into, the Project Site by State,
County, City or other Governmental bodies or their Contractors, or by public utilities
or their Contractors, and/or by the Owner, or its Contractors for work which is not
the contractual responsibility of the General Contractor.

C. Any work performed prior to The Construction Managers mobilization at the project
site, which was contracted direct with the Owner. (Hazardous Material Abatement, Site
Fencing, Landscaping, Structures, Utilities, etc).

D. Off-site maintenance on leased equipment and on-site supervision of such work.

E. Off-site warranty work and functions, and on-site supervision of such work.

F. Exploratory geophysical testing and boring on-land, and on site laser building surveys,
except where expressly covered by a current Local Union.

G. Laboratory or specialty testing or inspection not ordinarily done by the crafts.

H. All work performed by technicians and/or skilled craftsmen at the discretion of and/or
contracted by the Owner.

I. Specialty technicians related to the start up, commissioning or other requirement of the
Project on behalf of vendors supplying Major Power Plant Equipment to the Project
under direct contract by the Owner.

J. Removal of scrap and debris from on site collection points by any means.

K. Temporary Site Fencing

L. Preventative Maintenance or Service of completed work.

M. Janitorial Services

Revised 4/19/2011 13

N. If the Construction Manager is not able to obtain responsible bids from a minimum of 3
qualified bidders, such work will be excluded from this agreement.

O. The Owner (Lansing BWL) reserves the right to self perform any or all of the below
items:

a. Salvaging and reinstallation of site lighting
b. Exterior signage
c. Interior signage
d. Telecommunications and Tele/Data equipment installation and connections
e. WIFI
f. IT
g. AV equipment installation and connection, including equipment supports
h. Incidental building security (card readers, etc)
i. Loose equipment and furniture (FFE)
j. Artwork
k. Utility shutdowns
l. Custodial work
m. Third party testing and commissioning
n. Design work and professional services
o. Hazardous material abatement
p. Moving


Revised 4/19/2011 14
ADDENDUM B

PROVISION FOR ELEVATOR OPERATORS

This agreement shall include the following provision. Prior to final inspection and turnover to
the owner, the operation, maintenance and repair of all elevators and material hoists for the
purpose of hauling personnel and/or material, shall be the jurisdiction of the Operating
Engineers Local 324 or the Elevator Constructors Local 85 (Lansing). Final inspection of the
permanent building, elevators and their acceptance by the owner will terminate this addendum.

Revised 4/19/2011 15
ADDENDUM C
THE CONSTRUCTION MANAGER PROJECT WORK RULES

The Construction Manager shall specify project specific Work Rules for the Reo Town Plant.

Revised 4/19/2011 16
ADDENDUM D
DRUG AND ALCOHOL TESTING PROGRAM

This program applies to all employees and potential employees of The Construction Manager
and all subcontractors at all tiers, including non-bargaining and bargaining unit employees.

Drug and Alcohol Policy:

The Construction Manager has a vital interest in maintaining safe, healthful, and efficient
working conditions for its employees. Being under the influence of drugs or alcohol on the job
may pose serious safety and health risks not only to the user but to all those who work with the
user.

The Construction Manager prohibits the use, sale, solicitation, possession, or transfer of illegal
drugs or other controlled substances, in any amount on any Construction Manager premises,
work sites (including parking lots), vehicles, or customers' work places. Further, The
Construction Manager strictly prohibits any employee from reporting to or being at work under
the influence of alcohol or drugs, unless medically prescribed, wherever The Construction
Managers work is being performed, including off-premises property or customers' work places.
This prohibition includes the operation of any Construction Manager vehicle, machinery, or
equipment at any time. The possession, sale, or use of an illegal drug on any Construction
Manager premises or work site will result in the employee's immediate termination.

Drug and Alcohol Testing Policy:

1. Purpose

It is the intent of The Construction Manager ("General Contractor"), to provide a safe,
drug-free environment. Alcohol and/or drug use will not be tolerated on the worksite.

2. Individuals Subject to Testing/Circumstances Under Which Testing May Be Requested

A. The General Contractor may require a drug and alcohol test of employees who
are performing work, or who are assigned to perform work for the Project.
Testing may be required under the following circumstances.

1) Pre-hire drug and alcohol testing through the use of the M.U.S.T.
Program shall be a requirement for all trades employed on the project
and signatory to this agreement.

2) Reasonable Suspicion

Revised 4/19/2011 17
Employees working on the Project may be required to submit to alcohol
and drug testing if the General Contractor has a reasonable suspicion that the employee is
under the influence of alcohol or drugs or is violating the General Contractor's Drug and
Alcohol Policy stated above. Examples of reasonable suspicion may include but are not
limited to the following:

a. Direct observation of an employee's use or possession of
alcohol or drugs while at work.

b. A pattern of abnormal conduct or erratic behavior. Examples
include temper tantrums, excessive drowsiness, slurred and/or
incoherent speech, smell of alcohol, etc.

c. Increased inattention to duties, repeated failure to follow
instruction or supervision, and/or reduced concern for the
safety of others as noted over a period of time.

d. Evidence that the employee has been arrested or convicted for
a drug-or alcohol related offense.

e. An employee sustains a personal injury or causes another
employee to sustain a personal injury while on the work site or
while performing work related to the Project.

f. An employee causes a work-related accident or was operating
or helping to operate machinery, equipment, or vehicles
involved in a work-related accident.

Employees requested to take a reasonable suspicion drug and alcohol
test will be transported by the General Contractor to a designated
testing facility to take the test as soon as possible. The involved
employee will not be allowed on any General Contractor work site
until the test results are reported back as negative.

2) Treatment Program Testing
Without prior notice, any employee working on the Project whom the
General Contractor previously has referred for chemical dependency
treatment or evaluation, or who is participating in a chemical
dependency treatment program under an employee benefit plan, may be
required by the General Contractor to take a drug and alcohol test
during the evaluation or treatment period and for a period of up to two
years following completion of any prescribed chemical dependency
treatment program.

3. Refusal to Submit to Testing

Any employee may refuse to submit to a drug and alcohol test that the General
Contractor has requested under this Policy, but, in the event of such refusal, the
employee will be subject to disciplinary action, up to and including termination.


Revised 4/19/2011 18
4. Tests and Consequences of Test Results

A. Alcohol and Drug Tests

Testing will consist of an initial screening test for alcohol and for those drugs
defined as controlled substances by Michigan law. If the initial screening test
shows a positive result, the same sample will be given a confirmatory test.

Within three (3) working days following the General Contractors receipt of the
test result report, the General Contractor will inform the employee or
applicant of the test result. The employee will have the right to request and
receive from the General Contractor a copy of the report.

An employee may, at his or her own expense, obtain a confirmatory retest, by a
qualified laboratory of the employee's or job applicant's choice, of the original
sample used in producing any positive confirmatory test result, provided that
the employee notifies the General Contractor in writing of his or her intention
to do so within five (5) working days after his or her receipt of notice of the
positive confirmatory test result report. An employee, in addition to, or instead
of, obtaining the confirmatory retest, may submit within three (3) working days
of his or her receipt of notice of the positive confirmatory test result report,
information which he or she believes explains that result.

B. Consequences of a Positive Confirmatory Test

When a confirmatory test is positive and where the employee either does not
obtain a confirmatory retest or the confirmatory retest is positive:

1) The employee, where the confirmatory test result is the first positive
test result for such employee on a test requested by the General
Contractor, will be given an opportunity to participate in, at the
employee's expense (or, if covered, pursuant to any applicable employee
benefit plan), a drug or alcohol counseling or rehabilitation program,
whichever is more appropriate, as determined by the General
Contractor after consultation with a certified chemical use counselor or
a physician trained in the diagnosis and treatment of chemical
dependency. If the employee either refuses to participate in the
counseling or rehabilitation program or fails to successfully complete
the program (as evidenced by withdrawal from the program before its
completion or by a positive test result after completion of the
program), the General Contractor may discipline the employee, up to
and including termination.

2) An employee who has had a prior positive confirmatory test or, if
requested, retest on a test requested by the General Contractor will be
subject to discipline, up to and including termination.

3) The General Contractor may temporarily suspend a tested employee,
or transfer that employee to another position at the same rate of pay,
pending the outcome of a confirmatory test, or a confirmatory retest

Revised 4/19/2011 19
elected by the employee, where the General Contractor believes that
such suspension or transfer is reasonably necessary to protect the
health or safety of the employee, other employees, or the public. An
employee who has been suspended without pay solely on the basis of
suspected drug or alcohol use where the General Contractor has
chosen to test the employee will be reinstated with back pay if the
outcome of the confirmatory test or any requested confirmatory retest
is negative.

C. Contractual Disclaimer

None of the provisions of this Policy is to be regarded as a contract between
the General Contractor and any of the General Contractors employees.
Nothing in this Policy requires the General Contractor to request or provide
drug and alcohol testing to an employee working on the Project. The General
Contractor is free in its discretion to choose not to test any employee. The
General Contractor shall have complete and final discretion concerning all
interpretations of the Policy and any disciplinary action including termination
which the General Contractor chooses to impose on its employees or the
employees of other contractors on the Project. Nothing in this Policy
constitutes a modification or limitation on the General Contractor's right to
terminate the employment of any employee for any reason.


Revised 4/19/2011 20
APPENDIX A

ADOPTION LETTER

The undersigned contractor hereby agrees this day of__________, __________ 2011 to fully
comply with and be bound by all of the terms and conditions of the Labor Management
Cooperation Agreement
previously entered into between The Construction Manager and the Signatory Unions. This
Assent to the Labor Management Cooperation Agreement will remain in effect for the duration
of this Project, after which this agreement will automatically terminate. In the event the
undersigned contractor is not awarded a contract on the Project, this Assent will be null and
void.

______________________________________________
Name of Contractor

By: _________________________

Its: _________________________

Date: _______________________

M.E.S.C. No.: ______________________________

Comp. No.: ________________________________

Comp. : ___________________________________


Revised 4/19/2011 21
APPENDIX B

PENNY's FOR POWER FUND

All signatory labor organizations whose members shall perform work under this Labor
Management Cooperation Agreement are requested to contribute an amount equivalent to five
(TBD) cents for each hour worked by their respective employees to the Board of Water and
Light Penny's For Power Fund to assist those rate payers in the City of Lansing with the
payment of their utility bills. It shall be the sole obligation of each signatory labor organization
to ensure that contributions are made in a timely manner or in time intervals as directed by the
Council.

The following local unions are committed to the Penny's for Power Fund and the payment
thereof:

TBD

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Reo Town Plant Construction Manager Request for Proposal

Certification Support and Administration ...................10

Certification Support and Administration

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