AGREEMENT

Construction Agreement

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BLUE RIDGE REAL ESTATE CO | Big Boulder Corporation

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Title: AGREEMENT
Date: 8/10/2005
Industry: Hotels and Motels

Exhibit 10.1

AGREEMENT

THIS AGREEMENT made this 9th day of June in the year 2005, by and between Big Boulder Corporation a legal entity organized and existing in the County of Carbon under and by virtue of the laws of the State of Pennsylvania, hereinafter designated as the Owner, and Robert C. Young, Inc., hereinafter designated as the Contractor.

The Owner and the Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows:

ARTICLE 1 - THE WORK

The Contractor shall complete the Work as specified or indicated on the Notice of Award and as outlined on the Bid Schedule(s) of the Owner's Contract Documents entitled:

BIG BOULDER CORPORATION

LAURELWOODS II RESIDENTIAL DEVELOPMENT

ROCKLEDGE DRIVE/LAURELWOODS DRIVE, WOODSBLUFF COURT,

WOODHOLLOW COURT AND LAURELWOODS DRIVE

INFRASTRUCTURE - PROJECT N0.1863

The work is generally described as follows: Installation of mass excavation and fill; stormwater retention facilities; storm sewer and water lines and associated facilities; roadway construction; erosion and sedimentation control; swale construction; ground restoration; road signs; street lights and all appurtenances, as described in the Contract Documents.

ARTICLE 2 - COMMENCEMENT AND COMPLETION

The Work to be performed under this Contract shall be commenced on the date specified the Notice to Proceed by the Owner and the Work shall be fully completed 180 days after the date of Commencement of the Work, as specified in the Notice to Proceed.

The Owner and the Contractor recognize that time is of the essence in this Agreement and that the Owner will suffer financial loss if the Work is not completed within the time specified in Article 2, herein, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. They also recognize the delays, expense, and difficulties involved in proving in a legal proceeding the actual loss suffered by the Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, the Owner and the Contractor agree that as liquidated damages or delays (but not as a penalty) the Contractor shall pay the Owner the sum of $ 500.00 for each calendar day that expires after the time specified in Article 2, herein.

ARTICLE 3 - CONTRACT PRICE

The Owner shall pay the Contractor for the completion of the Work in accordance with the Contract Documents in current funds the Contract Price named in the Contractor's Bid and Bid Schedule-A on any bid item as subtotaled for each section of the bid form.

ARTICLE 4 - THE CONTRACT DOCUMENTS

The Contract Documents consist of. Notice Inviting Bids, Instructions to Bidders, the accepted Bid and Bid Schedule, List of Subcontractors, Non-Collusion Affidavit, Bidder's General Information, Bid Security or Bid Bond, this Agreement, Worker's Compensation Certificate, Performance Bond, Payment Bond, Notice to Award, Notice to Proceed, Notice of Completion, General Conditions of the Contract, Supplementary General Conditions of the Contract, Technical Specifications, Drawings listed in The Schedule of Drawings in the Supplementary General Conditions or on the Cover Sheet of the Drawings, Addenda numbers 2 to 2, inclusive, and all Change Orders and Work Directive Changes which may be delivered or issued after the Effective Date of the Agreement and which are not attached hereto.

AGREEMENT FORM

AGREEMENT AND BONDS - PAGE 1

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AGREEMENT

Continued

ARTICLE 5 - PAYMENT PROCEDURES

The Contractor shall submit Application for Payment in accordance with Article 14 of the General Conditions and the Supplementary General Conditions. Application for Payment will be processed by the Engineer, as provided in the General Conditions.

ARTICLE 6 - NOTICES

Whenever any provision of the Contract Documents requires the giving of written notice, it shall be deemed to have been validly given if delivered in person to the individual or to a member of the firm, or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the given of the Notice.

ARTICLE 7 - MISCELLANEOUS

Terms used in this Agreement which are defined in Article 1 of the General Conditions and Supplementary General Conditions will have the meanings indicated in said General Conditions and Supplementary General Conditions. No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitations, monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

The Owner and the Contractor each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representative in respect of all covenants, agreements, and obligations contained in the Contract Documents.

IN WITNESS WHEREOF, the Owner and the Contractor have caused this Agreement to be executed the day and year first above written.

BIG BOULDER CORPORATION

ROBERT C. YOUNG, INC.

/s/ Eldon D. Dietterick

By: /s/ Mark R. Young

Title: Eldon D. Dietterick 8/8/05

Title: Mark R. Young

Executive Vice President & Treasurer

Vice-President

Attest

/s/ Christine A. Liebold

Attest /s/ Cheryl Lewis

Christine A. Liebold, Secretary 8/8/05

Cheryl Lewis, Asst. Secretary

Address for giving Notice:

P O Box 707

P. O. Box K

Blakeslee, PA 18610

Mifflinville, PA 18631-0470

AGREEMENT FORM

AGREEMENT AND BONDS - PAGE 2

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CONDITIONS OF THE CONTRACT

GENERAL CONDITIONS

ARTICLE 1 - DEFINITIONS

Whenever used in these General Conditions or in other Contract Documents the following terms have the meanings indicated which are applicable to both the singular and plural thereof:

Addenda - Written or graphic instruments issued prior to the opening of Bids which make changes, additions, or deletions to the bid documents or the Contract Documents.

Agreement - The written agreement between the Owner and the Contractor covering the Work to be performed; other Contract Documents are attached to the Agreement and made a part thereof as provided therein.

Application for Payment - The form furnished by the Engineer which is to be used by the Contractor in requesting progress or final payments and which includes such supporting documentation as is required by the Contract Documents.

Asbestos - Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration.

Beneficial Use or Occupancy - Placing all or any portion of the Work in service for the purpose for which it is intended (or a related purpose) before reaching completion for all of the Work.

Bid - The offer or Proposal of the Bidder submitted on the prescribed form setting forth the price or prices for the Work to be done.

Bidding Documents - Notice Inviting Bids, Instructions to Bidders, the Bid Form and the accompanying Bid Schedules or Bid Sheets, List of Subcontractors, Non-Collusion Affidavit, Equipment and Materials (where required), Bidder's General Information, Bid Security or Bond, Affirmative Action Program, and the proposed Contract Documents (including all Addenda issued prior to receipt of Bids).

Bidding Requirements - The Notice Inviting Bids, Instructions to Bidders, the Bid Form and the accompanying Bid Schedule or Bid Sheets.

Bonds - Bid, Performance, and Payment Bonds and other instruments which protect against loss due to inability or refusal of the Contractor to perform its Contract.

Change Order - A document recommended by the Engineer which is signed by the Contractor and the Owner and authorizes an addition to, deletion from, or revision of the Work, or an adjustment in the Contract Price or the Contract Time, issued on or after the Effective Date of the Agreement.

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CONDITIONS OF THE CONTRACT GENERAL CONDITIONS - PAGE 1

Completion - Completion of the Work shall be the date of such acceptance of the Work by the Owner. Completion shall mean Substantial performance of the Contract, which shall have the definition given in Black's Law Dictionary, Revised Fourth Edition, West Publishing Company.

Contract Documents - Unless otherwise defined in the Supplementary General Conditions, the Contract Documents shall include the Notice Inviting Bids, Instructions to Bidders, the accepted Bid and Bid Schedule, the Schedule of Values or Cost-loaded CPM, List of Subcontractors, Non-Collusion Affidavit, Equipment or Material Proposed, Bidder's General Information, Bid Security or Bid Bond, the Agreement, Worker's Compensation Certificate, Performance Bond, Payment Bond, Notice of Award, Notice to Proceed, Notice of Completion, General Conditions of the Contract, Supplementary General Conditions, Technical Specifications, Drawings, and all Addenda, Change Orders, and Work Directive Changes executed pursuant to the provisions of the Contract Documents. Shop Drawings submittals approved pursuant to Article 6.12 and the reports and drawings referred to in Article 4.2a are not Contract Documents.

Contract Price - The total monies payable by the Owner to the Contractor under the terms and conditions of the Contract Documents.

Contract Time - The number of successive calendar days as stated in the Contract Documents for the completion of the Work.

Contract Unit Price - The price quoted by the Bidder for performing or furnishing each item of Work to be paid for on the basis of unit prices.

Contractor - The person, firm, partnership, co-partnership, or corporation with whom the Owner has executed the Agreement.

Contractor's Project Representative - Contractor's representative for the Project through whom all matters addressed to the Contractor regarding the Project shall be directed. This individual and the Owner's or Engineer's Resident Project Representative shall be the only two individuals who shall have the authority to provide direction/receive authorization on matters pertaining to the Project.

Cost of Work - The term Cost of Work (determined as provided in Articles 11.2, 11.3 and 11.4, herein) shall mean the sum of all costs necessarily incurred and paid for by the Contractor for labor, materials, and equipment in the proper performance of the Work, plus the Contractor's fee for overhead and profit (determined as provided in Article 11.4, herein).

Day - A calendar day of 24 hours, measured from midnight to the next midnight.

Daily Work Reports - Cost isolation reports detailing all costs of extra work, disputed work, emergency work, or other work paid for on a force account basis and the cost of other operations. A record of daily costs separate and distinct from the daily costs of other Work on the Project for which a Contract Price has been established.

00702-042000

CONDITIONS OF THE CONTRACT

GENERAL CONDITIONS - PAGE 2

Defective Work - Work that is unsatisfactory, faulty, or deficient, or that does not conform to the Contract Documents; or that does not meet the requirements of any inspection, reference standard, test, or approval referred to in the Contract Documents; or Work that has been damaged prior to the Engineer's recommendation of final payment.

Drawings/Contract Drawings - The drawings, plans, maps, profiles, diagrams, and other graphic representations which show the character, location, nature, extent, and scope of the Work to be performed.

Effective Date of the Agreement - The date indicated in the Agreement on which it was executed, but if no such date is indicated it shall mean the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver.

End of Contract - The End of the Contract shall be identified as being that day when the Work should be completed based upon the predefined contract period as indicated in the Contract Documents plus any time extensions granted by the Owner.

Engineer - The person, firm, or corporation named as such in the Supplementary General Conditions. Reference herein to Engineer shall be deemed to include the Resident Project Representative as the authorized representative of the Owner and Consulting Engineer, where applicable.

Engineer's Estimate - On unit-price contracts, the list of estimated quantities and prices of the individual line items of Work to be performed as contained in the Bid Schedule(s). On lump-sum contracts, the estimated contract price of the completed project.

Field Order - A written order issued by the Engineer which, in the opinion of the Engineer, does not involve a change in the Contract Price or the Contract Time.

General Requirements - Refer to sections of the Technical Specifications.

Hazardous Waste - The term Hazardous Waste shall have the meaning provided in Pennsylvania Department of Environmental Protection rules and regulations, County and/or State Codes and adopted ordinances.

Laws and Regulations; Laws or Regulations - Laws, rules, regulations, ordinances, codes, and/or orders promulgated by a lawfully constituted body authorized to issue such Laws and Regulations.

Liquidated Damages - The dollar amount per day specified in the Agreement that the Contract or shall pay to the Owner for each and every day that the Work remains incomplete following the date of Completion of the Work or designed portion of the Work as specified in the Contract Documents.

Milestone - A principal event specified in the Contract Documents relating to an intermediate completion date or time prior to Substantial Completion of all the Work.

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CONDITIONS OF THE CONTRACT

GENERAL CONDITIONS - PAGE 3

Notice of Award - The written notice by the Owner to the apparent successful Bidder stating that upon compliance by the apparent successful Bidder with the conditions enumerated therein, within the time specified, the Owner will enter into an Agreement. This Notice will only be issued after Owner approval.

Notice of Completion - The legal document filed by the Owner with the County Recorder after the project has been accepted by the Owner. This document begins the notification period when those firms or individuals who have submitted a Preliminary Notice for the project will be on notice that the project has been accepted as complete by the Owner.

Notice to Proceed - A written notice issued by the Owner to the Contractor authorizing the Contractor to proceed with the work and establishing the date of commencement of the Contract Time. The contract period shall begin within 7 days after the date specified in the Notice to Proceed.

Owner - The agency with whom the Contractor has entered into the Agreement and for whom the Work will be performed.

Partial Utilization - Placing a portion of the Work in service for the purpose for which it is intended (or a related purpose) before reaching Substantial Completion of the Work. A Notice of Partial Utilization will be issued to the Contractor when such occurs.

PCB's - Polychlorinated biphenyls.

Petroleum - Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other Non-Hazardous Wastes and crude oils.

Project - The total construction of which the Work to be provided under the Contract Documents, may be the whole, or a part thereof, as indicated elsewhere in the Contract Documents.

RCRA Hazardous Waste - The term RCRA hazardous waste shall have the meaning provided in Pennsylvania Department of Environmental Protection rules and regulations.

Samples - Physical examples of materials, equipments, or workmanship that are representative of some portion of the Work and which establish the standard by which such portion of the Work will be judged.

Schedule of Values - Cost value of activities; A breakdown of a lump sum project into unit values to serve as a basis for estimating the value of the Work completed to facilitate the making of progress payments to the Contractor. The unit values in a schedule of values are for convenience only, and are not intended for the purpose of pricing Change Orders.

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CONDITIONS OF THE CONTRACT

GENERAL CONDITIONS - PAGE 4

Resident Project Representative - The person named in the Supplementary General Conditions as the authorized representative of the Owner or the Engineer who is assigned to the site or any part thereof. All liaison between the Contractor and the Owner shall be directed through the Resident Project Representative.

Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data which are specifically prepared by or for the Contractor to illustrate some portion of the Work and all illustrations, brochures, standard schedules, performance charts, instructions, diagrams, and other information prepared by a supplier or manufacturer and submitted by the Contractor to illustrate material or equipment for some portion of the Work.

Specifications - Those portions of the Contract Documents consisting of Part I, Notice Inviting Bids, Instructions to Bidders, Bid Forms, Agreement; Part II, General and Supplementary General Conditions of the Contract; and Part III, Technical Specifications, consisting of the written technical descriptions of materials, equipment, construction systems, methods, standards, and workmanship as applied to the Work and certain administrative details applicable thereto.

Standard Specifications - The Standard Specification, where applicable, shall be as named in the Supplementary General Conditions.

Subcontractor - An individual, firm, or corporation having a direct Contract with the Contractor or with any other Subcontractor for the performance of a part of the Work at the site. A Subcontractor is any individual or firm which has contracted with the prime Contractor to perform any portion of the Work.

Subcontractor is responsible for compliance with all the terms and conditions of the Contract.

Substantial Completion - Refers to the Work (or a specified part thereof) that has progressed to the point where, in the opinion of the Engineer, as evidenced by the Notice of Completion, it is sufficiently complete, in accordance with the Contract Documents, so that the Work (or specified part) can be utilized for the purposes for which it is intended; or if there is no such certificate issued, when final payment is due in accordance with the provisions of the Contract Documents, and where the Engineer can recommend that the Work be accepted by the Owner. The terms "Substantial Completion" and "substantially complete" and "substantially completed" as applied to any Work shall mean Substantial Performance of the Contract, hereunder. (See definition of "Completion," herein, and in Black's Law Dictionary, Revised Fourth Edition, West Publishing Company.)

Supplementary General Conditions - The part of the Contract Documents which makes additions, deletions, or revisions to these General Conditions.

Supplier - A manufacturer, fabricator, retailer, wholesaler, distributor, materialman, or vendor having a direct contract with the Contractor or with any Subcontractor or with the Owner to furnish materials or equipment to be incorporated in the Work by the Contractor or any Subcontractor.

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CONDITIONS OF THE CONTRACT

GENERAL CONDITIONS - PAGE 5

Technical Specifications - The technical sections of the Specifications, comprising all sections contained in Part III of the Specification defined herein.

Underground Facilities - All pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities which have been installed underground to furnish any of the following, but not limited to the following, services or materials: electricity, water, sewage and drainage removal, gases, steam, liquid petroleum products, telephone or other communications, cable television, traffic or other control systems.

Unit Price Work - Work to be paid for on the basis of unit prices.

Work - The entire completed construction of the various separately identifiable parts thereof required to be furnished under the Contract Documents. The Work is the result of performing services, furnishing labor, and furnishing and incorporating materials and equipment into the construction, all as required by the Contract Documents.

Work Directive Change - A written directive to the Contractor, issued on or after the Effective Date of Agreement and signed by the Owner and recommended by the Engineer, ordering a change or in response to emergencies as provided in the Contract Documents. A Work Directive Change may be used on changes affecting the Contract Price or the Contract Time, but shall not authorize payment or a time extension until the Work is incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Time as provided in the Contract Documents.

ARTICLE 2 - PRELIMINARY MATTERS

2.1

Delivery of Bonds:

When the Contractor delivers the executed Agreement to the Owner, the Contractor shall also deliver to the Owner such Bonds and insurance policies or certificates as the Contractor may be required to furnish in accordance with the Contract Documents.

2.2

Copies of Documents:

The Owner shall furnish to the Contractor, one copy, if requested, (unless otherwise specified in the Supplemental Conditions of the Contract Documents) as are reasonably necessary for the execution of the Work. Additional copies will be furnished, upon request, at cost of reproduction.

2.3 Commencement of Contract Time; Notice to Proceed:

The Contract Time shall commence to run on the date specified in the Notice to Proceed.

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CONDITIONS OF THE CONTRACT

GENERAL CONDITIONS - PAGE 6

2.4 Starting the Work:

The Contractor shall start to perform the Work on the date when the Contract Time commences to run but no Work shall be done at the site prior to the date on which the Contract Time commences to run.

2.5 Before Starting Construction:

Before undertaking each part of the Work, the Contractor shall carefully study

and compare the Contract Documents and check and verify pertinent figures shown thereon and all applicable field measurements. The Contractor shall promptly report in writing to the Engineer any conflict, error or discrepancy which the Contractor may discover and shall obtain a written interpretation or clarification from the Engineer before proceeding with any Work affected thereby; however, the Contractor shall not be liable to the Owner or the Engineer for failure to report any conflict, error or discrepancy in the Contract Documents, unless the Contractor had actual knowledge thereof or should reasonably have known thereof.

The Contractor shall submit to the Engineer for review and approval those documents called for under "Submittals" in the Contract Documents.

When the Contractor delivers its signed Agreement to the Owner, the Contractor shall deliver to the Owner, with a copy to the Engineer, certificates (and other evidence of insurance requested by the Owner) which the Contractor is required to purchase and maintain in accordance with the requirements of the Contract Documents.

2.6

Preconstruction Conference:

A preconstruction conference attended by the Contractor, the Engineer, and others as appropriate will be held to discuss the Work in accordance with the applicable sections of the Contract Documents.

2.7

Finalizing Schedules:

At least 7 days before submittal of the first Application for Payment, a conference attended by the Contractor, the Engineer, and others as appropriate will be held to finalize the schedules submitted in accordance with the Contract Document requirements.

ARTICLE 3 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE

3.1

Contract Documents:

The Contract Documents comprise the entire agreement between the Owner and the Contractor concerning the Work. The Contract Documents are complementary;

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CONDITIONS OF THE CONTRACT

GENERAL CONDITIONS - PAGE 7

what is called for by one is as binding as if called for by all. The Contract Documents will be construed in accordance with the laws of the location of the Project.

It is the intent of the Contract Documents to describe the Work, functionally complete, to be constructed in accordance with the Contract Documents. Any Work, materials or equipment that may reasonably be inferred from the Contract Documents as being required to produce the intended result will be supplied whether or not specifically called for. When words which have a well-known technical or trade meaning are used to describe Work, materials, or equipment, such Work shall be interpreted in accordance with that meaning.

Reference to standard specifications, manuals, or codes of any technical society, organization, or association, or to the Law or Regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code, or Laws or Regulations in effect at the time of opening of Bids except as may be otherwise specifically stated. However, no provision of any referenced standard specification, manual, or code (whether or not specifically incorporated by reference in the Contract Documents) shall be effective to change the duties and responsibilities of the Owner, the Contractor, or the Engineer or any of their consultants, agents, or employees from those set forth in the Contract Documents.

If, during the performance of the Work, the Contractor finds a conflict, error, or discrepancy in the Contract Documents, the Contractor shall so report to the Engineer in writing at once and, before proceeding with the Work affected thereby, shall obtain a written interpretation, clarification, or correction from the Engineer.

3.2

Amending and Supplementing Contract Documents:

The Contract Documents may be amended after execution of the Agreement to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways:

1. A Change Order, or

2. A Work Directive Change

3.3

Order of Precedence of Contract Documents:

In resolving disputes resulting from conflicts, errors, or discrepancies in any of the Contract Documents, the order of precedence shall be as follows:

1. Change Order or Work Directive Changes

2. Agreement

3. Addenda

4. Contractor's Bid (Bid Form)

5. Supplementary General Conditions

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CONDITIONS OF THE CONTRACT

GENERAL CONDITIONS - PAGE 8

6. Notice Inviting Bids

7. Instructions to Bidders

8. General Conditions of the Contract

9. Technical Specifications

10. Referenced Standard Specifications

11. Contract Drawings

12. Referenced Standard Drawings

With reference to the Drawings the order of precedence shall be as follows:

1. Figures govern over scaled dimensions

2. Detail drawings govern over general drawings

3. Addenda/Change Order drawings govern over Contract Drawings

4. Contract Drawings govern over standard drawings

3.4 Reuse of Documents:

Neither the Contractor, nor any Subcontractor or Supplier, nor any other person or organization performing or furnishing any of the Work under a direct or indirect Contract with the Owner shall have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of the Engineer; and they shall not reuse any of them on extensions of the Project or any other Project without written consent of the Owner and the Engineer and specific written verification or adaptation by the Engineer.

ARTICLE 4 - AVAILABILITY OF LANDS; PHYSICAL CONDITIONS; REFERENCE POINTS

4.1

Availability of Land:

The Owner will furnish, as indicated in the Contract Documents, the land upon which the Work is to be performed, rights-of-way and easements for access thereto, and such other land which are designated for the use of Contractor. Easements for permanent structures or permanent changes in existing facilities will be obtained and paid for by the Owner, unless otherwise provided in the Contract Documents. Nothing contained in the Contract Documents shall be interpreted as giving the Contractor exclusive occupancy of the land or rights-of-way provided. The Contract shall provide for all additional land and access thereto that may be required for temporary construction facilities or storage of materials and equipment; provided that the Contractor shall not enter upon nor use any property not under the control of the Owner until a written temporary construction easement agreement has been executed by the Contractor and the property owner, and a copy of said easement furnished to the Engineer prior to said use; and neither the Owner nor the Engineer shall be liable for any claims or damages resulting from Contractor's unauthorized trespass or use of any such properties.

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CONDITIONS OF THE CONTRACT

GENERAL CONDITIONS - PAGE 9

4.2

Physical Conditions:

a. Explorations and Reports: Reference is made to the Articles entitled "Physical Conditions" of the Supplementary General Conditions for identification of those reports of explorations and test of subsurface conditions at the site that may have been utilized by the Engineer in the preparation of the Contract Documents. The Contractor may rely upon the general accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary General Conditions. Except for such reliance on such "technical data", the Contractor may not rely on or make claims against the Owner, the Engineer, or their Consultants or Subconsultants with respect to:

The completeness of such reports or drawings for the Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by and the safety precautions and programs incidental thereto; or

Other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or

Any Contractor interpretation of or conclusion drawn from any "technical data" or any such data, interpretations, opinions, or information.

Existing structures: Reference is made to the Article entitled "Physical Conditions" of the Supplementary General Conditions for identification of those drawings of physical conditions in or relating to existing surface and subsurface structures (except Underground Utilities referred to in Article 4.4, herein) which are at or contiguous to the site that have been utilized by the Engineer in the preparation of the Contract Documents. The Contractor may rely upon the accuracy of the "technical data" contained in such drawings; however, the interpretation of such "technical data," including any interpolation or extrapolations thereof, together with "nontechnical data", interpretations, and opinions contained in such drawings or the completeness thereof is the sole responsibility of the Contractor.

4.3

Differing Site Conditions:

The Contractor shall notify the Engineer in writing of the following unforeseen conditions, hereinafter called differing site conditions, promptly upon their discovery (but in no event later than 14 days after their discovery) and before they are disturbed:

Subsurface or latent physical conditions at the site of the Work differing materially from those indicated, described, or delineated in the Contract Documents including those reports and documents discussed in Article 4.2; and

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Unknown physical conditions at the site of the Work of an unusual nature differing materially from those ordinarily encountered and generally recognized as inherent in Work of the character provided for in the Contract Documents including those reports and documents discussed in Article 4.2.

The Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as permitted by Article 6.11), notify the Owner and the Engineer in writing about such condition. The Contractor shall not further such conditions or perform any Work in connection therewith (except as aforesaid) until receipt of written Orders.

The Engineer will review the pertinent conditions, determine the necessity of obtaining additional explorations or tests with respect thereto and advise the Owner in writing of the Engineer's findings and conclusions.

If the Owner concludes that because of newly discovered conditions a change in the Contract Documents is required, a Work Directive Change will be issued to initiate the Work, pending issuance of a formal Change Order as provided in Article 10 to reflect and document the consequences of the difference.

In each such case, an increase or decrease in the Contract Price or an extension or shortening of the Contract Time, or any combination thereof, will be allowable to the extent that they are attributable to any such difference. If the Owner and the Contractor are unable to agree as to the amount or length thereof, a claim may be made therefor as provided in Articles 11 and 12.

The Contractor's failure to give written notice of differing site conditions within 14 days of their discovery or before they are disturbed shall constitute a waiver of all claims in connection therewith, whether direct or consequential in nature.

Nothing herein shall be deemed to require the Owner to indicate the presence of existing service laterals or appurtenances whenever the presence of such utilities on the site of the construction project can be inferred from the presence of other visible facilities, such as buildings, meter and junction boxes, on or adjacent to the site of the construction.

4.4

Physical Conditions - Underground Utilities:

Shown or Indicated: The information shown or indicated in the Contract Documents with respect to existing Underground Utilities at or contiguous to the site are based on information and data furnished to the Owner or the Engineer by the owners of such Underground Utilities or by others. Unless it is expressly provided in the Contract

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Documents, the Owner and the Engineer shall not be responsible for the accuracy or completeness of any such information or data, and the Contractor shall have full responsibility for reviewing and checking all such information and data, for locating all Underground Utilities shown or indicated in the Contract Documents, for coordination of the Work with the owners of such Underground Utilities during construction, for the safety and protection thereof and repairing any damage thereto resulting from the Work, the cost of which will be considered as having been included in the Mobilization/Closeout Price.

Not Shown or Indicated: If an Underground Utility is uncovered or revealed at or contiguous to the site which was not shown or indicated in the Contract Documents and which the Contractor could not reasonably have been expected to be aware of, the Contractor shall identify the owner of such Underground Utility and give written notice thereof to that owner and shall notify the Engineer in accordance with the Contract Documents.

Contractor shall conduct all work in accordance with P.L. 852, No. 287 as amended and in accordance with P.L. Act 38 of 1991, as amended, and shall call PA One Call System, Inc., 1-800-242-1776, before performing any excavation work.

4.5

Reference Points:

The Engineer will provide one bench mark, near or on the site of the Work, and will provide 2 points near or on the site to establish a base line for use by the Contractor for alignment control. Unless otherwise specified in the Contract Documents, the Contractor shall furnish all other lines, grades, and bench marks required for proper execution of the Work.

The Contractor shall be responsible for laying out the Work (unless otherwise specified in the Contract Documents) and shall preserve all bench marks, stakes, and other survey marks, and in case of their removal or destruction by its own employees or by its subcontractor's employees, the Contractor shall be responsible for the accurate replacement of such reference points by a licensed professional land surveyor at no additional cost to the Owner.

4.6

Hazardous Waste

As provided in Article 18.16, in any contract of the Owner which involves digging of trenches or other excavation that extend below the surface, the Contractor shall promptly, and before the following conditions are disturbed, notify the public entity, in writing, of any:

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Material that the Contractor believes may be material that is hazardous

waste, that is required to be removed to a hazardous waste disposal site

in accordance with the provisions of existing law.

Surface or latent physical conditions at the site differing from those indicated.

Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in Work of the character provided for in the Contract.

The public entity shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste and cause a decrease or increase in the Contractor's cost of, or the time required for, performance of any part of the Work shall issue a Change Order under the procedures described in the Contract.

In the event that a dispute arises between the public entity and the Contractor as to whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the Contractor's cost of, or the time required for, performance of any part of the Work, the Contractor shall not be excused from any scheduled completion date provided for by the Contract, but shall proceed with all Work to be performed under the Contract. The Contractor shall retain any and all rights provided either by Contract or by laws which pertain to the resolution of disputes and protests between the contracting parties.

ARTICLE 5 - BONDS AND INSURANCE

5.1

Performance and Other Bonds:

Upon receiving a Notice of Award, the Contractor shall furnish Performance and Payment Bonds, each in the amount set forth in the Supplementary General Conditions as security for the faithful performance and payment of all the Contractor's obligations under the Contract Documents. If required under the Supplementary General Conditions, the Performance Bond and Payment Bond shall be written to remain in effect at least until one year after the date of Notice of Completion, as applicable, except as otherwise provided by Law or Regulation or by the Contract Documents; provided, that after the date of Notice of Completion, as applicable, the amount of said Performance Bond and Payment Bond at the discretion of the Owner, may be reduced to the amount set forth in the Supplementary General Conditions. The premiums upon all such bonds shall be paid by the Contractor. The Contractor shall promptly furnish such additional security as may be required by Owner from time to time to protect its interest and those of persons supplying labor or materials in the prosecution of the Work contemplated by this Contract.

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The Owner will approve any Surety company which, at the time of execution of this Contract is listed in the current list of "Companies Holding Certificated of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff, Bureau of Government Financial Operations, U.S. Treasury Department. All Bonds signed by a agent must be accompanies by a certified copy of such agent's authority to act.

If the Surety on any Bond furnished by the Contract is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Work is located, the Contractor shall within 7 days thereafter substitute another Bond or Surety, which must be acceptable to the Owner.

5.2

Insurance:

The Contractor shall purchase and maintain the insurance required under this Article. Such insurance shall include the specific coverage set forth herein and shall be written for not less than the limits of liability and coverage provided in the Supplementary General Conditions, or required by law, whichever is greater. All insurance shall be maintained continuously during the life of the Agreement up to the date of the Notice of Completion, as applicable, pursuant to acceptance of the Work by the Owner, but the Contractor's liabilities under this Agreement shall not be deemed limited in any way to the insurance coverage required.

The Contractor shall furnish the Owner with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration for each of the following listed insurance coverage. In addition, each party named as an additional insured shall be provided with an original copy of the endorsement naming them as an additional insured under the Contractor's policies of insurance required under the Contract. All of the policies of insurance so required to be purchased and maintained (or the certificates or other evidence thereof) shall contain a provision or endorsement that the coverage afforded will not be canceled, materially changed, or renewal refused until at least 30 days prior written notice has been given to the Owner by Certified Mail. All such insurance shall remain in effect until the date of Substantial Completion and at all times thereafter when the Contractor may be correcting, removing, or replacing defective work in accordance with Article 13.6, herein. In addition, the Insurance required herein (except for Worker's Compensation) shall name the Owner, the Engineer, and their Consultants and Subconsultants for the Project and their officers, agents, and employees as "additional insured" under the policies.

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Worker's Compensation Insurance Requirements: This insurance shall protect the Contractor for the Project against all claims under applicable state Worker's Compensation laws. The Contractor shall also be protected against claims for injury, disease, or death of employees which, for any reason, may not fall within the provisions of a Worker's Compensation law. This policy shall include an "all states" endorsement. The Contractor shall require each Subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees to be engaged in such Work unless such employees are covered by the protection afforded by the Contractor's Worker's Compensation Insurance. In case any class of employee is not protected under the Worker's Compensation statute, the Contractor shall provide and shall cause each Subcontractor to provide adequate employer's liability insurance for the protection of such of its employees as are not otherwise protected.

Comprehensive General Liability: This insurance shall be written in comprehensive form and shall protect the Contractor, Owner, and Engineer against all claims arising from injuries to persons other than its employees or damage to the property of the Owner or others arising out of any act or omission of the Contractor or its agents, employees, or subcontractors. The policy shall also include protection against claims insured by usual personal injury liability coverage, a "protective liability" endorsement to insure the contractual liability assumed by the Contractor under the indemnification provisions of the General Conditions.

To the extent that the Contractor's Work, or Work under its direction, may require blasting, explosive conditions, or underground operations, the comprehensive general liability coverage shall contain no exclusion relative to blasting,

explosion, collapse of buildings, or damage to underground structures.

Comprehensive Automobile Liability: This insurance shall be written in comprehensive form and shall protect the Contractor, Owner, and Engineer against all claims for injuries to members of the public and damage to property of others arising from the use of motor vehicles. Said insurance shall cover the operation on-site or off-site of all motor vehicles licensed for highway use whether they are owned, non-owned, or hired.

Subcontractor's Public Liability and Property Damage Insurance and Vehicle Liability Insurance: The Contractor shall either require each of its sub-contractors to procure and to maintain Subcontractor's Public Liability

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and Property Damage Insurance and Vehicle Liability Insurance of the type and in the amounts specified in the Supplementary General Conditions and also insure the Owner and Engineer or insure the activities of its Sub-Contractors in the Contractor's own policy in like amount.

Builder's Risk: This insurance shall be of the "all risk" type, shall be written in completed value for, and shall protect the Contractor, the Owner and the Engineer against risks of damage to buildings, structures, and materials and equipment. The amount of such insurance shall be not less than the insurable value of the Work at completion. Builder's Risk insurance shall contain a provision that in the event of payment for any loss under the coverage provided, the insurance company shall have no rights of recovery against the Contractor, the Owner, and the Engineer. The Builder's Risk policy shall insure against all risk direct physical loss or damage to property from any external cause including flood and earthquake. Allowable exclusions, if any, shall be as specified in the Supplementary General Conditions.

The original or a certified copy of each insurance policy and endorsement thereto shall be deposited with the Owner and the Engineer prior to execution of the Agreement. Specific language of the policy shall be subject to approval of the Owner and the Engineer.

Policy Requirements: The insurance provided by the Contractor hereunder shall be (1) with companies licensed to do business in the state of Pennsylvania, (2) with companies with a Best's Financial Rating of XI or better, and (3) with companies with a Best's General Policy Policyholders Rating of not less than B, except that in case of Worker's Compensation Insurance, participation in the Self licensing provisions, where applicable, is acceptable.

Insurance policies required hereunder to have the Owner, the Engineer, and their Consultants and Subconsultants for the project named as additional insured shall, (1) include a provision that the policies are primary and do not participate with nor are excess over any other valid and collectible insurance, (2) include a waiver of subrogation against the Owner and Engineer, its agents, and employees, and (3) for Builders All Risk Insurance, provide for deductible amounts not exceeding 5 percent of the insurable values of the Work of the Contractor for the perils of all risks of physical loss or damage, including but not limited to fire (including arson) and associated perils, vandalism and malicious mischief, earthquake, and flood. In the event of an insured loss or damage the Contractor agrees to pay to the Owner upon demand and amount equal to the deductible amount.

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Owner May Insure for Contractor: In case of the breach of any provision of this Article the Owner may, at the Owner's option, take out and maintain at the expense of the Contractor, such insurance in the name of the Contractor, or Subcontractor, as the Owner may deem proper and may deduct the cost of taking out and maintaining such insurance from any sums which may be found or become due to the Contractor under this Contract.

ARTICLE 6 - THE CONTRACTOR'S RESPONSIBILITIES

6.1

Supervision and Superintendence:

The Contractor shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. The Contractor shall be solely responsible for the means, methods, techniques, sequences, procedures of construction, safety precautions, safety programs and protection and safety of employees, subcontractors and workers related in any way to the project. The Contractor shall be responsible to see that the finished Work complies accurately with the Contract Documents.

The Contractor shall designate in writing and keep on the Work at all times during its process a competent, full-time, technically qualified, English speaking superintendent, who shall not be replaced without written notice to the Owner and the Engineer except under extraordinary circumstances. The superintendent shall be the Contractor's representative at the site and shall have authority to act on behalf of the Contractor. All communications shall be given to the Owner through the Engineer or his or her authorized representative.

The Contractor's supervisor or superintendent shall be present at the site of the Work at all times while work is in progress. Failure to observe this requirement shall be considered as suspension of the Work by the Contractor until such time as such supervisor or superintendent is again present at the site.

6.2

Labor, Materials, and Equipment:

The Contractor shall provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Documents. The Contractor shall at all times maintain good discipline and order at the site. Except in connection with the safety or protection of persons or the Work or property at the site or adjacent thereto, and except as otherwise indicated in the Contract Documents, all Work at the site shall be performed during regular working hours not before 7:00 A.M. nor later than 5:00 P.M. Monday through Friday, and the Owner will not permit overtime Work

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or the performance of Work on Saturday, Sunday, or any legal holiday without the Owner's written consent given after prior written request to the Engineer. If the Contractor performs any Work after regular working hours, or on Saturday, Sunday, or any legal holiday, he shall pay the Owner any additional cost incurred by the Owner as a result of such Work including cost of inspection of work.

Except as otherwise provided in this Article, the Contractor shall receive no additional compensation for overtime Work, i.e., Work in excess of 8 hours in any one calendar day or 40 hours in any one calendar week, even though such overtime Work may be required under emergency conditions and may be ordered by the Engineer in writing. Additional compensation will be paid to the Contractor for overtime Work only in the event that extra Work is ordered by the Engineer, and the Change Order specifically authorizes the use of overtime Work and then only to such extent as overtime wages are regularly being paid by the Contractor for overtime Work of a similar nature in the same locality.

All costs of inspection and testing performed by the Owner or its authorized representative before 7:00 am or after 5:00 pm on any regular work day, or all day on Saturdays, Sundays, and legal holidays by the Contractor which is allowed solely for the convenience of the Contractor shall be borne by the Contractor at the Owner's standard overtime rates. The Owner shall have the authority to deduct the cost of all such inspection and testing from any partial payments otherwise due the Contractor.

Unless otherwise specified in the Contract Documents, the Contractor shall furnish and assume full responsibility for all materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities, and incidentals necessary for the furnishing, performance, testing, start-up, and completion of the Work.

All materials and equipment to be incorporated in the Work shall be of good quality and new, except as otherwise provided in the Contract Documents. If required by the Engineer, the Contractor shall furnish satisfactory evidence (including reports of required tests) as to the kind and quality of materials and equipment. All materials and equipment shall be applied, installed, connected, erected, used, cleaned, and conditioned in accordance with the instructions of the applicable Supplier except as otherwise provided in the Contract Documents; but not provisions of any such instructions will be effective to assign to the Engineer, nor any of the Engineer's consultants, agents, or employees, any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility contrary to the provisions of Articles 9.9c or 9.9d.

f. The Contractor shall notify the Engineer's office at 8:00 A.M., local time, via telephone, on each day that work is performed on the Project.

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6.3

Adjusting Construction Schedule:

The Contractor shall submit any adjustments in the construction schedule to the Engineer for acceptance with the provisions for "Submittals" in the Contract Documents.

6.4

Substitutes or "Or-Equal" Items:

The Contractor shall submit proposed substitutes or "or-equal" items in accordance with the provisions for "Submittals" in the Contract Documents.

6.5

Concerning Subcontractors, Suppliers, and Others:

The Contractor shall be fully responsible to the Owner and the Engineer for the acts and omissions of its Subcontractors and their employees to the same extent as the Contractor is responsible for the acts and omissions of its own employees. Nothing contained in this Article shall create any contractual relationship between the Owner or the Engineer and any Subcontractor, nor shall it relieve the Contractor of any liability or obligation under the prime Contract.

The Divisions and Sections of the Specifications and identification of any Drawings shall not control the Contractor in dividing the Work among Subcontractors or Supplies or in delineating the Work to be performed by any specific trade.

6.6

Permits, License Fees, and Royalties:

Unless otherwise provided in the Supplementary General Conditions, the Contractor shall obtain and pay for all construction permits and licenses for the furnishing of insurance and bonds if required by such agencies. The enforcement of such requirements under this Contract shall not be made the basis of claims for additional compensation. The Owner shall assist the Contractor, when necessary, in obtaining such permits and licenses. The Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work, which are applicable at the time of opening of Bids, or if there are no Bids on the Effective Date of the Agreement. The Contractor shall pay all charges of utility owners for connection to the Work.

The Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. The Contractor shall indemnify and hold harmless the Owner from and against all claims, damages, losses, and expenses (including attorney's fees and court and arbitration costs) arising out of any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents, and shall defend all such claims in connection with any alleged infringement of such rights.

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6.7

Laws and Regulations:

a. The Contractor shall observe and comply with all federal, state, and local laws, ordinances, codes, orders, and regulations which in any manner affect those engaged or employed on the Work, the materials used in the Work, or the conduct of the Work. If any discrepancy or inconsistency should be discovered in this Contract in relation to any such law, ordinance, code, order, or regulations the Contractor shall report the same in writing to the Engineer. The Contractor shall indemnify, defend, and hold harmless the Owner, the Engineer, and their officers, agents, and employees against all claims or liability arising from violation of any such law, ordinance, code, order, or regulation, whether by Contractor or its employees or Subcontractors. Any particular law or regulations specified or referred to elsewhere in the Contract Documents shall not in any way limit the obligation of the Contractor to comply with all other provisions of federal, state, and local laws and regulations. Where an individual state act on occupational safety and health standards has been approved by federal authority, then the provisions of said state act shall control.

6.8

Taxes:

The Contractor shall pay all sales, consumer, use, and other similar taxes required to be paid by the Contractor in accordance with the Laws and Regulations of the place of the Project which are applicable during the performance of the Work.

6.9

Use of Premises:

The Contractor shall confine construction equipment, the storage of materials and equipment, and the operations of workers to (1) the Project site, (2) the land and areas identified in and permitted by the Contract Documents, and (3) the other land and areas permitted by Laws and Regulations, rights-of-way, permits and easements. The Contractor shall assume full responsibility for any damage to any such land or area, or to the Owner or occupant thereof or any land or area, or to the Owner or occupant thereof or of any land or areas contiguous thereto, resulting from the performance of the Work. Should any claim be made against the Owner by any such Owner or occupant because of the performance of the Work, the Contractor shall promptly attempt to settle with such other party by agreement or otherwise resolve the claim by arbitration or at law. The Contractor shall, to the fullest extent permitted by Laws and Regulations, indemnify and hold the Owner and Engineer harmless from and against all claims, damages, losses, and expenses (including, but not limited to, fees of architects, engineers, attorneys, and other professionals and court and arbitration costs) arising directly, indirectly, or consequently out of any action, legal or equitable, brought by any such other party against the Owner to the extent based on a claim arising out of the Contractor's performance of the Work.

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6.10

Safety and Protection:

The Contractor shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. The Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to the following:

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

All the Work and materials and equipment to be incorporated therein, whether in storage on or off the site; and

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

The Contractor shall comply with all applicable Laws and Regulations (whether referred to herein or not) of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss; and shall erect and maintain all necessary safeguards for such safety and protection. The Contractor shall notify owners of adjacent property and utilities when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property.

The Contractor shall designate in writing a responsible representative at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent or project manager unless otherwise designated in writing by the Contractor to the Owner.

Materials that contain hazardous substances or mixtures may be required on the Work. A Material Safety Data Sheet shall be requested by the Contractor from the manufacturer for any hazard product used.

Material usage shall be accomplished with strict adherence to Pennsylvania Division of Industrial Safety requirements and all manufacturer's warning and application instructions listed on the Material Safety Data Sheet on the product container label.

The Contractor shall be responsible for coordinating any exchange or material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the site in accordance with Laws and Regulations.

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The Contractor shall notify the Engineer if it considers a specified product or its intended usage to be unsafe. This notification must be given to the Engineer prior to the product being ordered, or if provided by some other party, prior to the product being incorporated in the Work.

6.11

Emergencies:

In emergencies affecting the safety or protection of persons or the Work or property at the site thereto, the Contractor, without special instructions from the Engineer or the Owner, is obligated to act to prevent threatened damage, injury, or loss. The Contractor shall give the Engineer prompt written notice if the Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. If the Engineer determines that a change in the Contract Documents is required because of action taken by the Contractor in response to such emergency, a Work Directive Change or Change Order will be issued to document the consequences of such action.

6.12

Shop Drawings and Samples:

After checking and verifying all field measurements and after complying with applicable procedures specified in the Contract Documents, the Contractor shall submit to the Engineer for review all Shop Drawings in accordance with the accepted schedule of Shop Drawings submittals specified in the Contract Documents.

The Contractor shall also submit to the Engineer for review all samples in accordance with the accepted schedule for samples submittals specified in the Contract Documents.

Before submittal of each shop drawing or sample, the Contractor shall have determined and verified all quantities, dimensions, specified performance criteria, installation requirements, materials, catalog numbers and similar data with respect thereto and reviewed or coordinated each shop drawing or sample with other shop drawings and samples and with the requirements of the Work and the Contract Documents.

The Engineer's review and approval of shop drawings or samples shall not relieve the Contractor from responsibility for any variation from the requirements of the Contract Documents unless the Contractor has in writing called the Engineer's attention to each such variation at the time of submission and the Engineer has given written acceptance of each such variation; nor will any acceptance by the Engineer relieve the Contractor from responsibility for errors or omissions in the shop drawings or from responsibility for having complied with the provisions of Article 6.12c, herein.

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Where a shop drawing or sample is required by the Specifications, any related Work performed prior to the Engineer's review and approval of the pertinent submission will be at the sole expense and responsibility of the Contractor. The Engineer shall have a period of 21 calendar days to review each shop drawing.

6.13

Continuing the Work:

The Contractor shall carry on the Work and adhere to the construction schedule required to be submitted under the requirements of the Contract Documents during all disputes or disagreements with the Owner. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as the Contractor and the Owner may otherwise agree in writing.

6.14

Indemnification:

To the fullest extent permitted by Laws and Regulations, the Contractor shall indemnify, defend, and hold harmless the Owner, the Engineer, Resident Project Representative, and their Consultants and Subconsultants for the Project and their agents, and employees from and against all claims and liability arising under or by reason of the Contract or any performance of the Work, but not from the sole negligence or willful misconduct of the Owner or the Engineer or their Consultants or Subconsultants for the Project. Such indemnification by the Contractor shall include but not be limited to the following:

Liability or claims resulting directly or indirectly from the negligence or carelessness of the Contractor or its agents in the performance of the Work, or in guarding or maintaining the same, or from any improper materials, implements, or appliances used in its construction, or by or on account of any act or omission of the Contractor or its agents;

Liability or claims arising directly or indirectly from bodily injury, occupational sickness or disease, or death of the Contractor's or Subcontractor's own employees engaged in the Work resulting in actions brought by or/on behalf of such employees against the Owner, the Engineer, and/or their Consultants or Subconsultants.

Liability or claims arising directly or indirectly from or based on the violation of any law, ordinance, regulation, order, or decree, whether by the Contractor or its agents;

Liability or claims arising directly or indirectly from the use or manufacture by the Contractor, its agents, or the Owner in the performance of this Contract of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article, or appliance, unless otherwise specifically stipulated in this Contract;

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Liability or claims resulting directly or indirectly from the breach of any warranties, whether express or implied, made to the Owner or any other parties by the Contractor or its agents;

Liabilities or claims arising directly or indirectly from the willful misconduct of the Contractor or its agents; and,

Liabilities or claims arising directly or indirectly from any breach of the obligations assumed herein by the Contractor.

The Contractor shall reimburse the Owner, the Engineer, and their Consultants and Subconsultants for the project for all costs and expenses, (including but not limited to fees and charges of architects, engineers, attorneys, and other professionals and court costs, including all costs of appeals) incurred by said Owner, the Engineer, and their Consultants and Subcontractors for the project in enforcing the provisions of this Article.

The indemnification obligation under this Article shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any such Subcontractor or other person or organization under the workers' compensation act, disability benefit acts, or other employee benefit acts.

6.15

Contractor's Daily Reports:

The Contractor shall complete consecutively numbered daily reports indicating manpower and narrative description of Work performed, serviceable major equipment in use, serviceable major equipment idled, serviceable major equipment down for repairs, Subcontractors working at the site, weather conditions, and date. In addition, the Contractor shall complete and submit to the Engineer, Daily Work Reports. The daily reports shall be completed on forms prepared by the Contractor and acceptable to the Engineer, and shall be submitted to the Engineer at the conclusion of each work day.

6.16

Assignment of Contract:

The Contractor shall not assign, sublet, sell, transfer, or otherwise dispose of the Contract or any portion thereof or its right, title, or interest therein, or obligations thereunder, without written consent of the Owner, except as imposed by law. If the Contractor violates this provision, the Contract may be terminated at the option of the Owner. In such event, the Owner shall be relieved of all liability and obligations to the Contractor and to its assignee or transferee, growing out of such termination.

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ARTICLE 7 - OTHER WORK

7.1

Related Work at Site:

The Owner may perform other Work related to the Project at the site by the Owner's own forces, have other Work performed by utility owners, or let other direct Contract therefor which shall contain General Conditions similar to these. If the fact that such other Work is to be performed was not noted in the Contract Documents, written notice thereof will be given to the Contractor prior to starting any such other Work.

The Contractor shall afford each utility owner and other contractor who is a party to such a direct Contract (or the Owner, if the Owner is performing the additional Work with the Owner's employees) proper and safe access to the site and a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such Work, and shall properly connect and coordinate the Work with theirs. The Contractor shall do all cutting, fitting, and patching of the Work that may be required to make its several parts come together properly and integrate with such other Work. The Contractor shall not endanger any Work of others by cutting, excavating or otherwise altering their Work and will only cut or alter their Work with written consent of the Engineer and all others whose Work will be affected.

If any part of the Contractor's Work depends upon proper execution or results of the Work of any such other Contractor or utility owner (or the Owner), the Contractor shall inspect and promptly report to the Engineer in writing any delays, defects, or deficiencies in such Work that render it unavailable or unsuitable for such proper execution and results. The Contractor's failure to so report will constitute an acceptance of the other Work as fit and proper for integration with the Contractor's Work except for latent or nonapparent defects and deficiencies in the other Work.

7.2

Coordination:

If the Owner contracts with others for the performance of other Work on the Project at the site, the person or organization who will have authority and responsibility for coordination of the activities among the various prime Contractors will be identified in the Supplementary General Conditions. The specific matters to be covered by such authority and responsibility will be itemized, and the extent of such authority and responsibilities will be provided in the Supplementary General Conditions, neither the Owner nor the Engineer shall have any authority or responsibility in respect of such coordination.

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ARTICLE 8 - THE OWNER'S RESPONSIBILITIES

8.1

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