CONSTRUCTION MANAGEMENT AGREEMENT

Construction Agreement

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Title: CONSTRUCTION MANAGEMENT AGREEMENT
Date: 5/10/2006
Law Firm: Harter, Secrest & Emery LLP;

Exhibit 10

Exhibit 10.1

CONSTRUCTION MANAGEMENT AGREEMENT

(BUFFALO CREEK CASINO DEMOLITION PROJECT)

BETWEEN

SENECA ERIE GAMING CORPORATION

as Owner

AND

SENECA CONSTRUCTION MANAGEMENT CORPORATION

as Construction Manager

MAY 9, 2006

TABLE OF CONTENTS

ARTICLE I. DEFINITIONS		1
1.1	Specific Definitions	1

ARTICLE II. CONSTRUCTION MANAGEMENT SERVICES		4
2.1	Appointment as Construction Manager	4
2.2	Work to be Performed	4
2.3	Use of Contractors	4

ARTICLE III. GENERAL OBLIGATIONS OF CONSTRUCTION MANAGER		5
3.1	Standard of Performance	5
3.2	Construction Manager’s Employees, Consultants and Contractors	6
3.3	Payments Pursuant to Agreements	6
3.4	Ownership and Custody of and Access to Data	6
3.5	Inspection and Rejection by Owner	6
3.6	Disclosure to Owner	7
3.7	Work Budget	7
3.8	Offsite Disposal	7
3.9	Environmental Report	7

ARTICLE IV. COMMENCEMENT OF WORK		7

ARTICLE V. ACCOUNTING AND COMPENSATION		7
5.1	Accounting Records	7
5.2	Contract Price	8
5.3	Request for Payment	8
5.4	Payments	9
5.5	Retainage	10
5.6	Taxes	10

ARTICLE VI. CHANGES		10
6.1	General	10
6.2	Minor Modifications	10
6.3	Owner Requested Change Order	11
6.4	Change Orders	11
6.5	Construction Manager Requested Change Order	11
6.6	Owner’s Directive	12
6.7	General Requirements and Limitations	12

ARTICLE VII. COMPLETION		13
7.1	Final Request for Payment	13
7.2	Completion	13

ARTICLE VIII. REPRESENTATIONS AND WARRANTIES		14
8.1	General Representations and Warranties	14
8.2	Construction Manager Representations and Warranties	14
8.3	Warranties Related to the Work	15
8.4	Contractor Warranties	15
8.5	Warranty Period	15

ARTICLE IX. TERMINATION		16
9.1	Term	16
9.2	Termination	16
9.3	Suspension by Owner	16
9.4	Effects of Termination	16

ARTICLE X. FORCE MAJEURE		17
10.1	Suspension of Obligations	17
10.2	Notice	17
10.3	Resolution	17

ARTICLE XI. Indemnity		17
11.1	Damages	17
11.2	Indemnity	18
11.3	Claims	20
11.4	Insurance	20

ARTICLE XII. MISCELLANEOUS		21
12.1	Entire Agreement	21
12.2	Amendment and Modification	22
12.3	Counterparts	22
12.4	Parties Bound by Agreement	22
12.5	Terminology	22
12.6	Laws and Regulations	22
12.7	Governing Law	22
12.8	Exhibits and Schedules	22
12.9	Notices	22
12.10	Further Assurances	23
12.11	Survival of Representations, Warranties, Covenants and Agreements	23
12.12	Severability	23
12.13	Assignmen.	24