CONSTRUCTION MANAGEMENT AGREEMENT

Construction Agreement

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Title: CONSTRUCTION MANAGEMENT AGREEMENT
Date: 1/17/2006
Law Firm: Harter, Secrest & Emery LLP

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Exhibit 10.21

CONSTRUCTION MANAGEMENT AGREEMENT

BETWEEN

SENECA NIAGARA FALLS GAMING CORPORATION

as Owner

AND

SENECA CONSTRUCTION MANAGEMENT CORPORATION

as Construction Manager

ENTERED INTO JANUARY 12, 2006
AND EFFECTIVE AS OF SEPTEMBER 1, 2005

[CONFIDENTIAL]

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	Addition and Removal of Projects from the Scope of Work	5
	2.4	Use of Contractors	5
ARTICLE III. GENERAL OBLIGATIONS OF CONSTRUCTION MANAGER			6
	3.1	Standard of Performance	6
	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	6
	3.7	Owner's Right to Perform Work	7
	3.8	Care, Custody and Control of Materials in Transit; Risk of Loss	7
ARTICLE IV. COMMENCEMENT OF WORK			7
ARTICLE V. ACCOUNTING AND COMPENSATION			7
	5.1	Accounting Records	7
	5.2	Contract Price	7
	5.3	Request for Payment	8
	5.4	Payments	8
	5.5	Retainage	9
	5.6	Progress Reports	9
	5.7	Taxes	9
ARTICLE VI. GUARANTEES AND DELAY LIQUIDATED DAMAGES			10
	6.1	Guarantee	10
	6.2	Liquidated Damages for Delay	10
ARTICLE VII. PERFORMANCE SECURITY			10
ARTICLE VIII. CHANGES			10
	8.1	General	10
	8.2	Minor Modifications	10
	8.3	Owner Directed Change Order	10
	8.4	Change Orders	11
	8.5	Construction Manager Requested Change Order	11
	8.6	Owner's Directive	11
	8.7	General Requirements and Limitations	12
ARTICLE IX. INDIVIDUAL PROJECT COMPLETION			12
	9.1	Final Request for Payment	12
	9.2	Project Completion	13
ARTICLE X. FINAL COMPLETION OF PROJECTS			13
	10.1	Final Request for Payment	13
	10.2	Final Completion	14

ARTICLE XI. REPRESENTATIONS AND WARRANTIES			15
	11.1	General Representations and Warranties	15
	11.2	Construction Manager Representations and Warranties	15
	11.3	Warranties Related to the Work	15
	11.4	Contractor Warranties	16
	11.5	Warranty Period	16
ARTICLE XII. TERMINATION			16
	12.1	Term	16
	12.2	Termination	16
	12.3	Effects of Termination	16
ARTICLE XIII. FORCE MAJEURE			17
	13.1	Suspension of Obligations	17
	13.2	Notice	17
	13.3	Resolution	17
ARTICLE XIV. INDEMNITY			17
	14.1	Damages	17
	14.2	Indemnity	18
	14.3	Claims	19
	14.4	Insurance	20
ARTICLE XV. MISCELLANEOUS			20
	15.1	Entire Agreement	20
	15.2	Amendment and Modification	20
	15.3	Counterparts	20
	15.4	Parties Bound by Agreement	21
	15.5	Terminology	21
	15.6	Laws and Regulations	21
	15.7	Time of the Essence	21
	15.8	Governing Law	21
	15.9	Exhibits and Schedules	21
	15.10	Notices	21
	15.11	Further Assurances	22
	15.12	Survival of Representations, Warranties, Covenants and Agreements	22
	15.13	Severability	22
	15.14	Assignment	22
	15.15	Waivers	22
	15.16	Cumulative Rights, Obligations and Remedies	23
	15.17	No Third Party Beneficiaries	23
	15.18	Confidentiality	23
Exhibit A:		Scope of Work