REGENCY INTRASTATE GAS LLC PIPELINE CONSTRUCTION CONTRACT

1.1.

Cumulative Rights and Obligations. The obligations of Contractor and the rights of Company under the Contract shall be cumulative. The fact that two or more of the provisions of the Contract may deal with the same or a similar subject matter but impose different, although not mutually exclusive, obligations upon Contractor shall not relieve Contractor from satisfying all of said obligations. The exercise by Company of any right granted under this Contract shall not limit or affect Company’s ability to exercise any other rights under this Contract or otherwise available to the Company. If any provision of the Contract is or should subsequently become void, or unenforceable under Applicable Law, such fact shall not affect Company’s rights under or ability to enforce any other provision.

1.2.

Precedence. Subject to the provisions of Section 1.1 above, if two or more of the Documents are in direct conflict, in the sole opinion of Company, unless otherwise expressly provided in the Contract, the order of precedence among them shall be as follows:

1.3.1.

“Agreed Extra Work Order” has the meaning provided in Article 15.

1.3.2.

“Applicable Law” means any applicable law, ordinance or statute or any order, decree, injunction, license, permit, consent, approval, agreement, or regulation of any governmental entity having jurisdiction, including any specified standards or criteria contained in any applicable permit or approval, or other legislative or administrative action of a governmental entity or a final decree, judgment, or order of a court; including without limitation any of the foregoing which relate to the environment, health, safety or employment.

1.3.3.

“Assessments” shall mean any and all fines, penalties, and costs assessed by any regulatory body or governmental body as provided for in Section 8.2 of these General Conditions.

1.3.4.

“Assumptions and Clarifications” means the document attached to this Contract as Exhibit O.

1.3.5.

“Change” means any change, modification, addition or deletion to or in the Work.

1.3.6.

“Change in Law” means the adoption, enactment or application to Company or Contractor of any Applicable Law subsequent to the Effective Date that is inconsistent or at variance with any Applicable Law in effect on the Effective Date and that materially adversely affects (in cost or time or both) the ability of Company or Contractor to perform its obligations hereunder; provided, however, that a change in any Applicable Law relating to taxes or qualification, or licensing of Contractor or its Subcontractors shall not constitute a Change in Law. If and to the extent that any Change in Law gives rise to a change in the Work or to the schedule, manner or sequence of execution of the Work, such Change in Law shall be treated as a Change.

2.

MATERIALS, EQUIPMENT and EMPLOYEES FURNISHED BY CONTRACTOR

2.2.1.

Contractor represents, warrants and covenants that: (a) the Company will at all times have good and valid title to the Work free and clear of all liens, claims and encumbrances of any kind except as may arise from Company’s wrongful failure to pay, (b) Contractor is and will be at all times fully qualified and capable of performing the Work in accordance with the terms of this Contract and (c) during the Warranty Period, the Work, documentation, materials and other items furnished by or through Contractor under this Contract: (i) are free from errors, defects in material and workmanship; (ii) are new unless the Parties agree otherwise in writing; (iii) are of good quality and good operating condition (normal wear and tear excepted) and in accordance with Prudent Industry Practices; (iv) are in accordance with all manufacturer’s instructions and in a manner that does not void or impair manufacturer warranties; (v) conform to the requirements of this Contract, including without limitation the requirements contained in the Documents; and (vi) conform in all respects with all Applicable Law, and Prudent Industry Practice, including without limitation required pipeline depth coverage which will apply to the entire Pipeline, save and except such pipeline sections as to which Company agrees in writing that it does not apply. Upon receipt of written notice from Company of any defect in any such equipment, material, labor or pipeline cover discovered during the Warranty Period, Contractor shall repair or replace the affected item or parts thereof at Contractor’s expense at a time acceptable to Company. If within ten (10) days after Company gives the Contractor notice of a defect, Contractor neglects to make or undertake with due diligence to make the necessary repair or replacement, Company is hereby authorized to make the correction itself or order the Work to be done by a third party, and the cost of the correction shall be promptly paid by Contractor upon receipt of an invoice from Company for the same.

2.2.2.

All tools and equipment furnished and used by Contractor shall be safe, efficient, serviceable and in good operating condition, and Contractor further agrees to replace any equipment and machinery that, in the judgment of the Company’s Representative, is unsafe or incapable of satisfactorily performing the work for which it was designed.

2.2.3.

Should Contractor require unskilled labor, it agrees to employ persons residing in the locality in which the Work is being performed, insofar as possible, to fulfill such unskilled labor requirements.

2.2.4.

Contractor shall pay all persons employed by it for the performance of the Work in compliance with all legal requirements, as the same may now or hereafter exist and shall comply with any Applicable Law regarding Contractor’s employment practices.

2.3.

Contractor’s Key Personnel shall be assigned to work full time and shall not be reassigned or given supplementary work assignments without Company’s prior approval. The Key Personnel are critical to the success of the Project. The Key Personnel’s removal or replacement after initial assignment will be disruptive and could cause Company to incur costs related to the disruption. It is expressly understood and agreed that the removal or reassignment of any one of the above Key Personnel without Company’s express written approval shall not be allowed. In the event that the removal of the individual occupying any one of the positions designated as Key Personnel above results from that individual resigning his position with Contractor (and not accepting any other position with Contractor or Contractor’s affiliates) then Company will have no claim against Contractor.

3.1.

Company shall pay for and furnish to Contractor at the Points of Delivery, all pipe, valves, fittings, and other materials that are intended to become a permanent part of the Pipeline to be constructed hereunder.

3.2.

Contractor shall be responsible for receiving any and all materials and equipment furnished to Contractor by Company after delivery to the Points of Delivery. Contractor shall notify Company in writing within one (1) day of delivery of any damage to any such materials regardless of the cause. In addition, Contractor shall repair or replace with materials and equipment of equal quality at its own expense, or reimburse Company for the cost of any loss or damage that said materials or equipment may sustain from any cause after said delivery to Contractor.

4.

REPRESENTATIVES AND SUPERINTENDENTS

5.1.

Contractor shall continuously maintain adequate protection of all its Work from damage and shall protect the Company’s property from injury or loss arising in connection with this Contract. Contractor shall at all times exercise due care with regard to all excavations, equipment, machinery and materials to prevent loss or injury to persons and property, including livestock, and shall use such adequate protective devices, warning signs and barriers as may be reasonably required under the circumstances. Contractor will comply with all federal and state safety and environmental laws at all times.

5.2.

Relative to performance of the Work hereunder, Contractor, in recognition of the Scope of Work, the specifics of the Work location, and its experience in the kinds of work to be undertaken hereunder, agrees to provide all necessary safety equipment, safety instructions and a written safety plan for the safety of its employees, representatives, subcontractors, if any, and others who may be at the Work location pursuant to the requirements of Contractor. In addition to the foregoing, Contractor agrees to comply with any safety requirements of the Company and all applicable safety laws, rules, and regulations.

6.1.

Contractor, at its own expense, shall provide and maintain in force the kinds of insurance, with companies acceptable to the Company, and in the minimum amounts of coverages set forth below to cover all loss and liability for damages on account of bodily injury, including death, and injury to, or destruction of, property caused by, or arising from, any and all operations carried on, or any and all work performed under this Contract. Contractor has furnished Company with copies of the policies with all endorsements prior to commencement of any Work hereunder, including a copy of the contractual insurance endorsement insuring performance of the indemnity in Article 7.0 hereof.

underground (u) hazards. Policy shall be endorsed to provide broad form property damage, including completed operations.

6.1.5.

Builder’s Risk Insurance, upon Company’s request, in an amount and form specified by Company. Company shall bear the cost of the Builder’s Risk policy if Company requests such insurance.

6.3.1.

All insurance policies of Contractor with respect to the operations conducted hereunder shall be endorsed in accordance with the following policy wording to waive all express or implied rights of subrogation:

“The Insurers hereby waive their rights of subrogation against any individual, firm, corporation, partnership or other entity for whom, or with whom, the Insured may be working and against any affiliated subsidiary or associated companies, partners, joint ventures, factors, or assigns of such entities.”

6.4.

Before commencing performance of this Contract, Contractor shall furnish Company with Certificates of Insurance indicating:

6.5.

Subcontractors

6.6.

Additional Insured Requirements

7.

PERSONAL INJURY AND PROPERTY DAMAGE

7.1.1.

Contractor agrees to assume liability for, and does hereby agree to indemnify, protect, save and hold harmless Company, its members,

7.2.

Contractor shall be solely responsible for the proper location of all foreign pipeline crossings as well as the location and depth of the pipelines that parallel most of the Pipeline. Company and its agents have provided materials giving the approximate location of many of these crossings. Contractor shall not rely on any of these approximations when actual excavation begins. It shall be Contractor’s responsibility to avoid damage to these foreign crossings and their associated ROW and to repair damage to these foreign crossings and their associated ROW to the specifications required by the owner. It shall be Contractor’s responsibility to follow all applicable one-call location laws regarding the Pipeline prior to any Work being done.

7.3.

Notwithstanding any other provision in this Contract, Company and Contractor recognize, acknowledge and agree that, solely for the purpose of the Louisiana Workers’ Compensation Act, that (i) the work and services being performed by Contractor and/or by the employees of Contractor (and its subcontractors, if any), whether direct or statutory, borrowed or otherwise, (collectively, “Contractor’s Employees”) are an integral part and essential to the ability of Company to generate Company’s goods, products and services and are part of Company’s trade, business or occupation, and (ii) Contractor’s Employees are the statutory employees of Company for the purposes of La. R.S. 23:1061(A)(3), and Company shall be entitled to the protections that are afforded a statutory employer under Louisiana law. Notwithstanding the foregoing sentence, Company will not be vicariously

8.

DAMAGES

9.

TAXES, LIENS AND LEGAL REQUIREMENTS

9.3.

Contractor shall comply with all federal, state, or municipal laws and regulations regarding taxes of all kinds now in effect and those becoming effective during the term of this Contract, and Contractor shall pay all such taxes including, without limitation, Social Security Taxes, State Unemployment Insurance Taxes, Gross Receipts Taxes, Withholding Taxes, Workman’s Compensation Taxes, Income Taxes, Sales and Use Taxes and will furnish, as requested by Company, satisfactory evidence of such compliance. Contractor shall indemnify and save harmless Company from any and all liability, lien or assessment imposed upon Company arising from Contractor’s failure to comply with said laws, rules and regulations.

9.4.

Contractor shall indemnify and save Company harmless from all claims, demands, causes of actions, liens and suits of whatever nature arising out of the services, labor and/or materials furnished or leased by Contractor or its subcontractors, suppliers, laborers, and/or lessors except such as may arise from Company’s wrongful failure to pay, and shall keep the Work free and clear of all such liens, claims and encumbrances arising from the performance of the Work by Contractor or its subcontractors.

9.5.

Contractor shall, at the request of Company furnish or cause to be furnished a Waiver of Liens and Claims in the form and substance of the Waiver and Release Claims of document attached hereto in Exhibit N, Required Forms from itself and/or from every subcontractor, supplier, laborer, lessor and/or other person or company furnishing labor, supplies, or services in connection with the Work for which Company has requested a Waiver of Liens and Claims. It is the intent of the parties that such Waiver of Liens and Claims be enforced to the maximum extent permitted by law, and Contractor agrees and acknowledges and shall require that its

9.6.

Contractor covenants, agrees, and acknowledges that the services performed or materials sold or leased by the Contractor or its subcontractors in connection with the Work shall in no event give rise to any claim entitling Contractor or its subcontractors, suppliers, laborers or lessors to file a lien or privilege against the property of Company, or against the Work, or against any premises on which the Work or materials relating to the Work are located unless Company wrongfully fails to pay. Accordingly Contractor hereby irrevocably waives, releases and renounces any and all past, present or future liens or privileges which Contractor had, has or may have against the property of Company or against the Work or against any premises on which the Work or materials relating to the Work are located, including, but not limited to, liens and privileges provided for under Louisiana Private Works Act (La. RS. 9:4801 et seq) and any and all other liens and privileges, if any, presently provided under Louisiana law, or hereinafter enacted, to secure payment for labor, materials, supplies or wages except such a may arise from Company’s wrongful failure to pay. Contractor further agrees to indemnify Company for any loss or damage caused by any breach of the covenants, agreements and acknowledgments made by Contractor in this Section 9.6, including but not limited to, court costs and reasonable attorneys fees as well as those court cost, and attorney fees incurred in the enforcement of this agreement.

10.1.

The Contractor shall comply with and qualify under the workmen’s compensation laws of the state or states in which the Work is to be performed and furnish a sworn statement of its compliance with said laws. It shall also cause each of its subcontractors to comply with and qualify under said laws and to furnish a sworn statement of its (the subcontractor’s) compliance with said laws.

11.1.

Contractor shall not have the right to assign any of its duties under this Contract or to subcontract any of the Work to be performed by it hereunder without the prior written consent of Company and upon such conditions as Company shall deem necessary.

11.2.

As soon as practicable after the execution of this Contract, the Contractor will notify the Company in writing of the names of any subcontractors it intends to employ in the performance of any of the Work hereunder and further agrees that it will employ only competent,

11.3.

Contractor further agrees that before employing any subcontractor to perform any of the Work hereunder, it will cause such subcontractors to agree in writing to be bound by the terms and provisions of this Contract, so far as it is applicable to the Work to be performed by such subcontractor and will furnish Company with a copy of such agreement. All Work performed by any subcontractor is to be performed in strict accordance with the requirements of this Contract pertaining to conduct of the Work. Company shall have no obligation to pay, or to cause the payment of, any monies to any subcontractor or any other person acting through, under or on behalf of the Contractor.

12.1.

If it becomes necessary in the judgment of Company, any or all of the Crews of Contractor shall (i) skip any portion of the Work and move to a location on another portion of the Work designated by Company’s Representative and perform such other portion of Work, (ii) move back when designated by Company’s Representative and perform such skipped Work and (iii) upon the completion of said skipped Work, move to a location on the then-remaining Work designated by Company’s Representative and resume performance of the remaining Work. For any crew, each time such crew is required to move to another location to perform other Work, the move shall constitute one “Move Around,” as further clarified in paragraph 29 of Exhibit O, Assumptions and Clarifications. Company shall pay Contractor the price, if any, set forth in the Unit Price Summary for each Move Around that has been requested by Company and authorized in writing by Company’s Representative. Additional compensation shall not be paid for any Move Around, or part thereof, permitted by Company for the sole purpose of expediting Contractor’s operations.

13.1.

If either party is rendered unable wholly or in part by Force Majeure to carry out its obligations, other than the obligation to pay money when due, under this Contract and such party shall give notice and full particulars regarding such Force Majeure in writing to the other party within two (2) working days after the occurrence of the cause thereof, the obligation of the party giving such notice, so far and only insofar as affected by such Force Majeure, shall be suspended during the continuance of any inability so caused. Such inability shall not be a breach of this Contract, and such party shall not be liable for damages or otherwise on account thereof provided that such party claiming Force Majeure uses all reasonable commercial efforts to mitigate the effects of Force Majeure.

13.2.

The term “Force Majeure,” as employed herein, shall mean the occurrence of conditions beyond the control of the affected party such as the following, but only to the extent beyond control of the affected party: acts of God, acts of the public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, major materials or equipment delivery delays, orders, restraints or prohibitions by any court, board, department, commission or agency of the United States or of any state, including without limitation any arrests and restraints by rules and people, civil disturbances, explosions, and inability with reasonable diligence to obtain pipe or other essential materials. Labor disputes specific to Contractor or the Work such as employee strikes or work slowdowns shall not be considered Force Majeure. Any event of RAIN, FLOOD, SNOW, ICE OR OTHER ADVERSE WEATHER CONDITIONS shall not be considered as Force Majeure, unless the event is greater than the Ten Year Historical Event.

13.3.

Contractor or Company, as the case may be, will work diligently to cure, remove or otherwise correct, and will minimize and contain all costs and expenses attendant to or arising from, each Force Majeure event. As soon as reasonably possible after the occurrence of a Force Majeure, the party claiming Force Majeure will provide the other party with a written, detailed plan for remedial action to cure, correct or minimize the cost and impact of the Force Majeure.

14.1.

By written order of Company’s Representative in the form attached hereto as one of the Required Forms (“Change Order”), Company may, at any time and without notice to any surety on any bond, omit, change, alter or add to Work to be performed hereunder by Contractor and in connection therewith issue additional or revised specifications, drawings, and written instructions. Contractor shall perform such Work in accordance with such revised specifications, drawings, and written instruction and pursuant to written authorization executed by Company or Company’s Representative and otherwise in accordance with the provisions of this Contract.

14.2.

If the Company and Contractor agree that a Change Order justifies extra performance time or compensation, such additions, changes or alterations shall be considered “Extra Work” and Contractor shall be entitled to a Change which modifies the schedule and equitably adjusts the compensation payable to the Contractor for such Extra Work in accordance with Article 16; provided that if a price for the Extra Work is not listed in the Unit Price Summary or otherwise agreed upon or is not provided for in Article 16 then such Extra Work shall be performed on a “Force Account Basis” and considered “Force Account Work” and Contractor shall be compensated as provided in Article 17.0 Force Account Work.

14.3.

If a Change Order deletes Work that is to be performed hereunder and such deletion results in a reduction, in the opinion of Company, in the labor or materials to be furnished by Contractor hereunder, then such reduction in Work shall be considered “Omitted Work” and Company shall be entitled to a reduction in the compensation to be paid Contractor as provided in Article 18.

15.1.

Should Contractor, in any situation, deem or contend in any manner that extra compensation is or will be due for Work to be performed or material to be furnished pursuant a Change Order and Company has not agreed that such Work constitutes Extra Work, Contractor shall not have the right to refuse to do such Work and shall perform the Work in an expeditious manner in accordance with the provisions of the Contract. In such event, Contractor shall notify Company, and Company may, at its sole option, (i) have the Company’s Representative execute a Disputed Extra Work Order which shall set forth the Work for which Contractor contends additional compensation is due or (ii) without waiving any of Company’s rights arising under the Contract or otherwise, require that Contractor not perform such Work and perform such Work itself or have it done by other third-party contractors. If Company requires that Contractor not perform such Work, Contractor shall cooperate with Company and Company’s other third-party contractors to facilitate completion of the Pipeline.

15.2.

In no event shall Contractor commence or undertake any work for which it contends extra compensation is or will be owed without (i) prior written authorization from the Company as an “Agreed Extra Work Order” or (ii) a “Disputed Extra Work Order” executed by Company’s Representative. Each Agreed Extra Work Order or Disputed Extra Work Order must be supported by Contractor with written documentation substantiating the nature and quantity of work performed for which extra compensation is claimed and enabling pricing pursuant to the Contract. If an Agreed or Disputed Extra Work Order is not obtained, or if Company’s Representative is not offered proper facilities or opportunities by Contractor for keeping a strict account of actual costs incurred and Work quantities involved, Contractor shall be conclusively deemed to have waived, and Company shall not be obligated to pay, any extra compensation for such Work. The fact that notice has been given by Contractor as required by Section 15.1, that Company’s Representative shall have executed a Disputed Extra Work Order or that Company’s Representative has kept account of the cost and quantity of such Work shall not in any way be construed as approving or proving the validity of any such claim.

15.3.

Company’s Representative is not authorized orally to waive, amend, or release any obligation of the Contractor under the Contract or orally to approve an Agreed Extra Work Order, and Contractor shall not rely upon any such alleged oral authorization in performing such Work. Subject to the above, Agreed Extra Work Orders shall be paid by the Company, pursuant to Section 16.2 of these General Conditions. In case a Disputed Extra Work Order claim is allowed after consideration by the Company, it shall be paid in the manner provided in Article 16.2 of these General Conditions. All claims for Disputed Extra Work shall be resolved before final payment shall be due to Contractor.

16.1.

When Extra Work is authorized by an Agreed Extra Work Order, Contractor shall make every effort to provide such additional personnel and equipment to complete said Extra Work within the time specified for the completion of all Work under the Contract including such Extra Work, with appropriate compensation for acceleration costs if any, and the time for the completion of all such Work shall be extended only when required by the nature of the Extra Work or Company’s desire to avoid paying acceleration costs.

16.2.

Extra Work shall be paid for in accordance with one or more of the following methods in the manner specified in an Agreed Extra Work Order or as otherwise expressly agreed upon by Company and Contractor:

17.

FORCE ACCOUNT WORK

17.1.1.

For all labor and foremen employed on the specific operation and for superintendence, use of small tools and equipment for which no rental is allowed, office expense, overhead, insurance and profit, Contractor shall receive the composite rate of wages as set out in the Labor Rates for Force Account Work attached to this Contract as Exhibit M for each hour that said labor and foremen are actually engaged in Work. The wages of any foreman who is employed on Force Account Work and partly on other Work shall be prorated between the two classes of Work according to the number of men employed under the supervision of such foreman on each class of Work as shown by the payrolls.

17.1.2.

For all materials furnished by Contractor and used in the Force Account Work, except those materials, if any, for which unit prices are included in the Unit Price Summary specifically and solely for such materials, Contractor shall receive the actual costs of such materials delivered to the Work including freight and hauling charges, as shown by original receipted bills.

17.1.3.

For any machine, power tools, or equipment, including fuel and lubricant but not including small hand tools, that actually are used by Contractor in such Force Account Work, Contractor shall receive the rental price shown in the Unit Price Summary, or if not shown in the Unit Price Summary, agreed upon in writing in advance by Company and Contractor; provided that no payment shall be due or made for any machine, power tool or equipment not shown in the Unit Price Summary for which no such written agreement exists. The hourly rate will be in effect unless equipment is used for one full day in which case the daily rate will be in effect unless equipment is used for seven consecutive days, in which case the weekly rate will prevail. For part of a daily period beyond one or more full days but less than seven consecutive days, the maximum rental price for such part of the daily period shall be one-eighth of the applicable rate “per day” for each hour worked. For a part of a weekly period beyond one or more full weekly periods, the maximum rental price for such part of the weekly period shall be one-seventh of the applicable rate “per week” for each day worked. The compensation herein provided shall be accepted by Contractor as payment in full for Force Account Work and shall include superintendence, use of tools and equipment, overhead expense and profit.

17.1.4.

Contractor and the Company’s Representative shall compare records of payrolls for labor, equipment and materials furnished on a Force Account basis at the end of each day and resolve discrepancies, if any, in writing. Otherwise, Company’s records, as approved by Company, shall control, in the absence of actual fraud. Copies of these records including employee’s name, social security number, and classification, shall be made in triplicate by the Contractor and the Company’s Representative, and one copy submitted by Contractor with the invoice.

17.2.

Company shall have the right to designate the quantity of labor employed and the equipment and materials to be used by Contractor in the performance of Force Account Work.

18.1.

For Omitted Work for which a unit price is shown in the Unit Price Summary, Company shall be credited for such Omitted Work at the applicable unit prices. Units of such Omitted Work will be reflected in the semi-monthly estimates provided for in Section 29.1 of Article 29, Payment, herein. For Omitted Work for which a unit price is not shown in the Unit Price Summary, Company shall present a claim for reduction in the compensation to be paid Contractor hereunder within fifteen (15) days after the date it delivers the order to Contractor to omit such Work pursuant to Section 14.1. If such a claim for a reduction in the compensation to be paid to Contractor is not made within such fifteen (15) day period, then it shall be conclusively presumed that there is no substantial reduction in labor or materials to be furnished hereunder and no reduction shall be made in the Contractor’s compensation.

19.1.

All claims for payment for Extra Work done shall be submitted to Company by Contractor upon certified triplicate statements to which shall be attached original receipted bills covering the cost and the freight and haulage charges on all materials furnished by Contractor and used in such Extra Work. Said statements shall be submitted to Company within fifteen (15) days of the completion of any item of Extra Work. Contractor acknowledges that prompt submission of the claim and supporting cost data is essential to the efficient administration of the Work and agrees that the Contractor’s failure to submit invoices for Extra Work performed within such period of time shall constitute the final and absolute waiver by Contractor of any claim for extra compensation for such Work performed.

20.1.

Except as otherwise provided in this Contract, construction once commenced shall be continuous. Contractor shall prosecute the Work with due diligence and at such a rate and in such a manner as in the sole opinion of the Company is necessary for completion within the time limit as set out in the Contract as it may have been adjusted. In no event shall construction operations be interrupted or slowed because of the existence of any controversy or dispute between Company and Contractor. If

21.

INSPECTION: AUTHORITY OF COMPANY’S REPRESENTATIVES AND INSPECTORS

21.2.

If the Company’s Representative or Inspector requests it, Contractor at anytime before acceptance of the Work by the Company shall remove or uncover such portions of the finished Work as may be directed. After examination, Contractor shall restore said portions of the Work to the standards required by the specifications, drawings or other requirements of the Contract. Except as otherwise provided in Section 21.3, should the Work thus exposed or examined prove to be in accordance with all such specifications, drawings or other requirements, the actual cost of uncovering or removing, and the replacing of the covering or making good of the parts removed shall be paid to Contractor by Company, provided Contractor shall have kept an accurate record of such costs. Should the Work so exposed or examined prove to be not in accordance with such specifications, drawings or other requirements, the uncovering or removing, and replacing of the covering or the making good of the parts removed shall be at Contractor’s expense and Contractor shall also be responsible for any and all costs associated with the resulting delay and disruption. If Contractor fails to replace any defective Work or materials furnished by Contractor after reasonable notice, the Company may cause such defective Work or materials to be replaced and all cost associated therewith shall be paid by Contractor or deducted by Company from payments to Contractor.

21.3.

Should any Work be performed without giving Company at least twenty-four (24) hours notice and opportunity for inspection, Contractor may be required to uncover such Work for inspection. Cost of uncovering and restoring such Work shall be borne by the Contractor, whether or not the Work is found acceptable.

21.4.

If Contractor or any employee, agency or subcontractor of Contractor believes or suspects that any action taken by an Inspector, Company’s Representative or any other Person acting, or purporting to act, on behalf of Company is, arbitrary or unreasonable, or is motivated by malice or intent to defraud, Contractor shall, within 72 hours of said action notify Company in writing, stating the name of the Person, the action taken and other pertinent details. Contractor agrees that, if Contractor does not so notify Company within the specified time, such lack of notification shall be a defense to any Contractor claim based on such circumstances to the extent that failure of notice caused prejudice to Company. Contractor further agrees to read this section to every employee, agent and subcontractor prior to such employee, agent or subcontractor engaging in any activity related to the Work.

21.5.

When Contractor believes that all Work (including resolution of any punch list items) is complete, Contractor shall submit a written request for a fully executed Certificate of Completion from Company. Company shall evaluate the work, and, if it determines within its sole discretion that the Work is complete, shall issue the Certificate of Completion and commence the Warranty Period.

22.

NO WAIVER AUTHORIZATION

23.

SITE EXAMINATION

23.1.1.

that it has had an opportunity to examine the entire Contract, including all Drawings, Specifications, and all other written instruments incorporated by reference in the Contract; and

23.1.2.

that, so far as reasonably possible, it has fully acquainted itself with the general topography, soil structure, subsurface conditions, obstructions, the site of the Work, and its surroundings; and

23.1.3.

that it has made all investigations essential to a full understanding of the difficulties that may be encountered in performing the Work; and

23.1.4.

that anything in the Contract or any statements or information made or furnished by Company or its representatives notwithstanding, Contractor will, regardless of any such conditions pertaining to the Work, weather conditions, and the effect thereof, the site of the Work or its surroundings, complete the Work within the time specified and for the compensation stated in the Contract and assume full and complete

23.1.5.

that it is duly qualified to and has authority to do business in the State or location in which the Work is to be performed and that it is fully qualified and financially able to do the Work in accordance with the Contract within the time specified.

24.

MEASUREMENT OF WORK QUANTITIES

25.

CONSIDERATION