STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR

EXHIBIT 10.1

THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA

[AGC SYMBOL]

STANDARD FORM OF AGREEMENT AND
GENERAL CONDITIONS BETWEEN OWNER
AND CONTRACTOR
(Where the Contract Price is a Lump Sum)

TABLE OF ARTICLES

AGC DOCUMENT NO. 200 STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum)

This Agreement has important legal and insurance consequences. Consultation with an attorney and insurance consultant is encouraged with respect to its completion or modification.

ARTICLE 1

1) AGREEMENT

This Agreement is made this 14 ^th day of October

in the year 2005 by and between the

Siouxland Ehtanol, LLC
Box 147
Jackson, NE 68743

and the

Holly A. Brown Construction
2408 Lucas Avenue
Anthon, IA 51004

for services in connection with the following

Siouxland Ethanol, LLC plant Phase I Grading and Drainage Contract Package

Notice to the parties shall be given at the above addresses.

AGC DOCUMENT NO. 200 STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum)

Section 1.02 ARTICLE 2

GENERAL PROVISIONS

2.1 RELATIONSHIP OF PARTIES The Owner and the Contractor agree to proceed with the Project on the basis of good faith and fair dealing.

2.1.1 The Contractor shall furnish construction administration and management services and use the Contractor’s best efforts to perform the Work in an expeditious manner consistent with the Contract Documents. The Owner shall endeavor to promote harmony and cooperation among the Owner, Contractor and Others.

2.1.2 The Contractor represents that it is an independent contractor and that in its performance of the Work it is and shall act as an independent contractor.

2.1.3 Neither Contractor nor any of its agents or employees will act on behalf of or in the name of Owner unless authorized in writing by Owner’s Representative.

2.2 EXTENT OF AGREEMENT This Agreement is solely for the benefit of the parties, represents the entire and integrated agreement between the parties, and supersedes all prior negotiations, representations or agreements, either written or oral. The Owner and Contractor agree to look solely to each other with respect to the performance of the Contract. The Contract and each and every provision thereof is for the exclusive benefit of the Owner and Contractor and not for the benefit of any third party nor any third party beneficiary thereof, except to the extent expressly provided in the Contract.

2.2 DEFINITIONS

.1 Changed Work means work which is deleted or omitted from, or different from the original scope of Work.

.2 The Contract Documents consist of this Agreement, the drawings, specifications, addenda issued prior to execution of the Contract, approved Shop Drawings, subsurface information, if available, and other documents listed in this Agreement and any modifications issued after execution of this Agreement.

.3 The Contract Time is the period between the Date of Commencement and final completion. See Article 6.

.4 The Date of Commencement of the Work is the date established in the Agreement. See Subparagraph 6.1.1.

.5 The term Day shall mean calendar day unless otherwise specifically defined.

.6 Defective Work is any portion of the Work which is not in conformance with the Contract Documents as more fully described in Paragraphs 3.5 and 3.8.

.7 Designer means the licensed design professional, and its consultants, retained by Owner to perform design services for the Project.

.8 Extra Work means work which is in addition to the original scope of the Work.

.9 Fee means salaries and other mandatory or customary compensation of the Contractor’s employees at its principal and branch offices; general and administrative expenses of the Contractor’s principal and branch offices other than the field office; and the Contractor’s capital expenses, including interest on the Contractor’s capital employed for the Work; and profit.

.10 Materials means any tangible item to be incorporated into the Work including, but not limited to, all materials, equipment, machinery, and parts, whether furnished by Contractor, its Subcontractors or material suppliers, the Owners or Others.

.11 Others means other contractors and all persons at the Worksite who are not employed by Contractor, its subcontractors or material suppliers.

.12 Owner is the person or entity identified as such in this Agreement and includes the Owner’s representative or the Owner’s representative’s designers, and the Designer.

.13 The Project , as identified in Article 1, is the building, facility and/or other improvements for which the Contract is to provide services under this Agreement. It may also include construction by the Owner or Others.

.14 A Subcontractor is a party or entity retained by the Contractor as an independent contractor to provide the labor, materials, equipment and/or services necessary to complete a specific portion of the Work. The term Subcontractor does not include the Designer or Others as defined in this Paragraph.

.15 Substantial Completion of the Work , or of a designated portion, occurs on the date when the Contractor’s obligations are sufficiently complete in accordance with the Contract Documents so that the Owner may occupy or utilize the Project, or a designated portion, for the use for which it is intended. The issuance of a certificate of occupancy is not a prerequisite for Substantial Completion if the inability to obtain the Certificate of Occupancy is due to factors beyond the Contractor’s control. This date shall be confirmed by a certificate of Substantial Completion signed by the Owner and Contractor. The certificate shall state the respective responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work, and insurance. The certificate shall also list the items to be completed or corrected, and establish the time for their completion and correction.

.16 A Subsubcontractor is a person or entity who has a contract with a Subcontractor to perform any portion of the Work. The term “Subsubcontractor” is referred to throughout the Contract Documents as if singular in number and means a Subsubcontractor or an authorized representative of the Subsubcontractor.

.17 Supplies means any tangible item which is used to perform the Work or is necessary to perform the Work but will not be incorporated into the Work including, but not

AGC DOCUMENT NO. 200 STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum)

limited to, equipment, tools, machinery, apparatus and scaffolding.

.18 The term Work means the construction and services necessary or incidental to fulfill the Contractor’s obligations for the Project in conformance with this Agreement and the other Contract Documents. The Work may refer to the whole Project or only a part of the Project if Work is also being performed by the Owner or Others.

.19 Worksite means the geographical area at the location mentioned in Article 1 where the Work is to be performed.

ARTICLE 3

CONTRACTOR’S RESPONSIBILITES

3.1 GENERAL RESPONSIBILITIES

3.1.1 The Contractor shall provide all labor, materials, equipment, and services necessary to complete the following Work for the Project, all of which shall be provided in full accord with and reasonably inferable from the Contract Documents as being necessary to produce the indicated results.

3.1.2 The Contractor is responsible for the supervision and coordination of all of the Work, including the construction means, methods, techniques, sequences and procedures utilized, unless the Contract Documents give other specific instructions. In such case, the Contractor shall not be liable to the Owner for damages resulting from compliance with such instructions unless the Contractor recognized and failed to timely report to the Owner any error, inconsistency, omission or unsafe practice that it discovered in the specified construction means, methods, techniques, sequences or procedures.

3.1.3 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment.

3.2 COOPERATION WITH WORK OF OTHERS

3.2.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under contractual provisions identical or substantially similar to those in this agreement, including those portions related to insurance, waiver of subrogation and safety.

3.2.2 The Owner shall provide for coordination of the activities of the Owner’s own forces and those of Others with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with the Owner and Others in reviewing their construction schedules when directed to do so. The Contractor shall make any revisions to the schedule of the Work, Contract Time and Price deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised.

3.2.3 With regard to the work of the Owner and Others, the Contractor shall (a) proceed with the Work in a manner which does not hinder, delay or interfere with the work of the Owner or Others or cause the work of the Owner or Others to become defective, (b) afford the Owner or Others a reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and (c) connect and coordinate the Contractor’s construction and operations with theirs as required by the Contract Documents.

3.2.4 Before proceeding with any portion of the Work affected by the construction or operations of the Owner or Others, the Contractor shall give the Owner prompt, written notification of any defects the contractor discovers in their work which will prevent the proper execution of the Contractor’s Work. The Contractor’s obligations in this paragraph do not create a reasonability for the work of Others, but are for the purpose of facilitating the Contractor’s Work. If the Contractor does not notify the Owner of patent defects interfering with the performance of the Work, the Contractor acknowledges that the work of the Owner and Others is not defective and is acceptable for the proper execution of the Contractor’s Work.

3.3 RESPONSIBLITY FOR CONTRACT DOCUMENTS

3.3.1 In order to facilitate its responsibilities for completion of the Work in accordance with and as reasonably inferable from the Contract Documents, prior to commencing the Work the Contractor shall examine and compare: the Contract Documents; information furnished by the Owner pursuant to Paragraph 4.3; relevant field measurements made by the Contractor; and any visible conditions at the site affecting the Work.

3.3.2 If in the course of the performance of the obligations in Subparagraph 3.3.1 the Contractor discovers any errors, omissions or inconsistencies in the Contract Documents, the Contractor shall promptly report them to the Owner. It is recognized, however, that the Contractor is not acting in the capacity of a licensed design professional, and that the Contractor’s examination is to facilitate construction and does not create an affirmative responsibility to detect errors, omissions or inconsistencies or to ascertain compliance with applicable laws, building codes or regulations.

3.3.3 The Contractor has no liability for errors, omissions or inconsistencies described in Subparagraphs 3.3.1 and 3.3.2 unless the Contractor knowingly failed to report a recognized problem to the Owner. If, however, the Contractor fails to perform the examination and reporting obligations of these provisions, the Contractor shall be responsible for any avoidable costs or direct damages.

3.3.4 The Contractor may be entitled to additional costs and/or time because of clarifications or instructions growing out of the Contractor’s reports described in the three preceding subparagraphs.

3.4 CONSTRUCTION PERSONNEL AND SUPERVISION

3.4.1 The Contractor shall provide a competent level of supervision for the performance of the Work on the Project, including a Contractor’s Representative who shall possess full

AGC DOCUMENT NO. 200 STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum)

authority to receive instructions from Owner and to act on those instructions.

3.4.2 Before beginning performance of the Work, Contractor shall notify Owner in writing of the name and qualifications of its proposed superintendent (or foreman) so Owner may review the individual’s qualifications. If, for reasonable cause, the Owner refuses to approve the individual, or withdraws the approval after once giving it, Contractor shall name a different superintendent for Owner’s review. Any disapproved superintendent will not perform in that capacity thereafter at the Owner’s Worksite.

3.4.3 As between the Owner and Contractor, the Contractor shall be responsible to the Owner for acts or omissions of parties or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors.

3.4.4 Contractor shall permit only fit and skilled persons to perform the Work. Contractor shall enforce safety procedures, strict discipline and good order among persons performing the Work. If Owner determines that a particular person does not follow safety procedures, or is unfit or unskilled for the assigned work, Contractor shall immediately reassign the person on receipt of Owner’s written notice to do so.

3.5 WORKMANSHIP

3.5.1 Every part of the Work shall be executed in accordance with the Contract Documents and submittals approved pursuant to paragraph 3.13 in a workerlike manner. All materials used in the Work shall be furnished in sufficient quantities to facilitate the proper and expeditious execution of the Work and shall be new except such materials as may be expressly provided in the Contract Documents to be otherwise.

3.6 MATERIALS FURNISHED BY THE OWNER OR OTHERS

3.6.1 In the event the scope of the Work includes installation of materials or equipment furnished by the Owner or Others, it shall be the responsibility of the Contractor to examine the items so provided and thereupon handle, store and install the items, unless otherwise provided in the Contract Documents, with such skill and care as to provide a satisfactory and proper installation. Loss or damage due to acts or omissions of the Contractor shall be the responsibility of the Contractor and may be deducted from any amounts due or to become due the Contractor.

3.7 TESTS AND INSPECTIONS

3.7.1 The Contractor shall schedule all required tests, approvals and inspections of the Work or portions thereof at appropriate times so as not to delay the progress of the Work or other work related to the Project. The Contractor shall give proper written notice to all required parties of such tests, approvals and inspections. The Owner and Others may observe the tests promptly at the normal place of testing if feasible. The Owner shall bear all expenses associated with tests, inspections and approvals required by the Contract Documents which, unless otherwise agreed to, shall be conducted by an independent testing laboratory or entity approved by the Owner. Unless otherwise required by the Contract Documents, required certificates of testing approval or inspection shall be secured by the Contractor and promptly delivered to the Owner.

3.7.2 If the Owner or appropriate authorities determine that testing, inspection or approval in addition to those required by the Contract Documents will be necessary, the Contractor shall arrange for the procedures and give timely notice to the Owner and Others who may observe the procedures. Costs of the additional tests, inspections or approvals are at the Owner’s expense except as provided in Subparagraph 3.7.3

3.7.3 If the procedures described in Subparagraphs 3.7.1 and 3.7.2 indicate that portions of the Work fail to comply with the Contract Documents, the Contractor shall be responsible for costs of correction and retesting.

3.8 WARRANTY

3.8.1 The Contractor warrants to the Owner that to the extent consistence with the standards of care and diligence normally practiced by construction contractors in performing Work of a similar nature and to the extent either required or permitted by the Contract Documents, materials used and equipment furnished shall be new and of good quality. At the Owner’s request, the Contractor shall furnish satisfactory evidence of the quality and type of materials and equipment furnished. The Contractor further warrants that the Work will be free from material defects not intrinsic to the design or materials required in the Contract Documents. The Contractor’s warranty does not include remedies for defects or damages caused by normal wear and tear during normal usage, use for a purpose for which the Project was not intended, improper or insufficient maintenance, modifications performed by the Owner or Others, or abuse.

3.8.2 If within one year after the date of Substantial Completion of the Work as defined in Subparagraph 2.3.15, any Work is found to be defective as defined in Subparagraph 2.3.6, Paragraph 3.5, and Subparagraph 3.8.1 above, the Owner shall promptly notify the Contractor in writing. Unless the Owner provides written acceptance of the condition, the Contractor shall promptly correct the Defective Work. If within the one-year correction period the Owner discovers and does not promptly notify the Contractor or give the Contractor as opportunity to test and/or correct Defective Work as reasonably requested by the Contractor, the Owner waives the Contractor’s obligation to correct that Defective Work as well as the Owner’s right to claim a breach of the warranty with respect to the Defective Work.

3.8.3 With respect to any portion of Work first performed after Substantial Completion, the warranty period of one year shall be extended by the period of time between Substantial Completion and the actual performance of the Work. Correction periods shall not be extended by corrective work performed by the Contractor.

3.8.4 The Contractor shall obtain from its Subcontractors and Suppliers any special or extended warranties required by the Contract documents. Contractor’s liability for such warranties shall be limited to the one year correction period referred to in Subparagraph 3.8.2. After that period Contractor shall assign them to the Owner and provide reasonable assistance to the

AGC DOCUMENT NO. 200 STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum)

Owner in enforcing the obligations of Subcontractors or suppliers.

3.8.5 If after the one-year correction period but before the applicable limitation period the Owner discovers any Defective Work, the Owner shall, unless the Defective Work requires emergency correction, promptly notify the Contractor. The Owner may either (a) allow the Contractor at its option to correct the Work or (b) have the Work corrected by itself or Others and charge the Contractor for the reasonable cost of the correction.

3.8.6 If the Contractor fails to correct Defective Work within a reasonable time after receipt of written notice from the Owner, the Owner may correct it in accordance with the Owner’s right to carry out the Work in Paragraph 11.2. In such case, an appropriate Change Document shall be issued deducting the cost of correcting such deficiencies from payments then or thereafter due the Contractor. If payments then or thereafter due Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner.

3.8.7 If the Contractor’s correction or removal of Defective Work causes damage to or destroys other completed or partially completed construction, the Contractor shall be responsible for the cost of correcting the destroyed or damaged construction. The Owner shall be responsible for the cost of correcting damaged or destroyed, completed or partially completed construction, when the damage or destruction is caused by the Owner or Others.

3.8.8 The one-year period for correction of Defective Work does not affect a limitation period with respect to the enforcement of the Contractor’s other obligations under the Contract Documents.

3.8.9 At the Owner’s option and with the Contractor’s agreement, the Owner may elect to accept Defective Work rather than require its removal and correction. In such case the Contract Price shall be equitably adjusted, whether or not the Owner has made final payment.

3.9 CORRECTION OF COVERED WORK

3.9.1 On request of the Owner, Work which has been covered without a requirement that it be inspected prior to being covered may be uncovered for the Owner’s inspection. The Owner shall pay for the costs of uncovering and replacement if the Work proves to be in conformance with the Contract Documents, or if the defective condition was caused by the Owner or Others. If the uncovered Work proves to be defective, the Contractor shall pay the costs of uncovering and replacement.

3.9.2 If contrary to specific requirements in the Contract Documents or contrary to a specific request from the Owner, a portion of the Work is covered, the Owner, by written request, may require the Contractor to uncover the Work for the Owner’s observation. In this circumstance the Work shall be replaced at the Contractor’s expense and with no adjustment to the Contract Time.

3.9.3 The Contractor is required to correct in a timely fashion any Work rejected by the Owner which fails to comply with the Contract Documents prior to the commencement of the warranty period(s) or during the warranty period(s) established under Paragraph 3.8. The Contractor shall correct at is own cost and time and bear the expense of additional services for any Defective Work for which it is responsible.

3.10 SAFETY OF PERSONS AND PROPERTY

3.10.1 SAFETY PRECUATIONS AND PROGRAMS The Contractor shall have overall responsibility for safety precautions and program in the performance of the Work. While the provisions of this Paragraph establish the responsibility for safety between the Owner and Contractor, they do not relieve Subcontractors of their responsibility for the safety of persons or property in the performance for their work, nor for compliance with the provisions of applicable laws and regulations.

3.10.2 The Contractor shall seek to avoid injury, loss or damage to persons or property by taking reasonable steps to protect:

.1 employees and other persons at the site;

.2 materials and equipment stored at on-site or off-site locations for use in performance of the Work; and

.3 the Project and all property located at the site and adjacent to work areas, whether or not said property or structures are part of the Project or involved in the Work.

3.10.3 CONTRACTOR’S SAFETY REPRESENTATIVE The Contractor shall designate an individual at the site in the employ of the Contractor who shall act as the Contractor’s designated safety representative with a duty to prevent accidents. Unless otherwise identified by the Contractor in writing to the Owner, the designated safety representative shall be the Contractor’s project superintendent. The Contractor will report immediately in writing all accidents and injuries occurring at the Worksite to the Owner. When the Contractor is required to file an accident report with a public authority, the Contractor shall furnish a copy of the report to the Owner.

3.10.4 The Contractor shall provide the Owner with copies of all notices required of Contractor by law or regulation. The Contractor’s safety program shall comply with the requirements of governmental and quasi-governmental authorities having jurisdiction.

3.10.5 Damage or loss not insured under property insurance which may arise from the performance of the Work, to the extent of the negligence attributed to such acts or omissions of the Contractor, or anyone for whose acts the Contractor may be liable, shall be promptly remedied by the Contractor. Damage or loss attributable to the acts or omissions of the Owner or Others and not to the Contractor shall be promptly remedied by the Owner.

3.10.6 If the Owner deems any part of the Work or Worksite unsafe, the Owner, without assuming responsibility for the Contractor’s safety program, may require the Contractor to stop performance of the Work or take corrective measures satisfactory to the Owner, or both. If the Contractor does not adopt corrective measures, the Owner may perform them and

AGC DOCUMENT NO. 200 STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum)

deduct their cost from the Contract Price. The Contractor agrees to make no claim for damages, for an increase in the Contract Price, or for a change in the Contract Time based on the Contractor’s compliance with the Owner’s reasonable request.

3.11 HAZARDOUS MATERIALS

3.11.1 A Hazardous Material is any substance or material identified now or in the future as hazardous under any federal, state or local law or regulation, or any other substance material which may be considered hazardous or otherwise subject to statutory or regulatory requirement governing handling, disposal and/or clean-up. The Contractor shall not be obligated to commence or continue work until any Hazardous Material discovered at the project site has been removed, rendered or determined to be harmless by the Owner as certified by an independent testing laboratory and approved by the appropriate government agency.

3.11.2 If after the commencement of the Work, Hazardous Material is discovered at the project site, the Contractor shall be entitled to immediately stop Work in the affected area. The Contractor shall report the condition to the Owner and, if required, the government agency with jurisdiction.

3.11.3 The Contractor shall not be required to perform any work relating to or in the area of Hazardous Material without written mutual agreement.

3.11.4 The Owner shall be responsible for retaining an independent testing laboratory to determine the nature of the material encountered and whether it is a Hazardous Material requiring corrective measures and/or remedial action. Such measures shall be the sole responsibility of the Owner, and shall be performed in a manner minimizing any adverse effect upon the work of the Contractor. The Contractor shall resume Work in the area affected by any Hazardous Material only upon written agreement between the parties after the Hazardous Material has been removed or rendered harmless and only after approval, if necessary, of the government agency with jurisdiction.

3.11.5 If the Contractor incurs additional costs and/or is delayed due to the presence or remediation of Hazardous Material, the Contractor shall be entitled to an equitable adjustment in the Contract Price and/or the Contract Time.

3.11.6 To the extent not caused by the negligent acts or omissions of the Contractor, its Subcontractors and subsubcontractors, and the agents, officers, directors and employees of each of them, the Owner shall defend, indemnify and hold harmless the Contractor, its Subcontractors and subsubcontractors, and the agents, officers, directors and employees of each of them, from and against any and all direct claims, damages, losses, cost and expenses, including but not limited to attorney’s fees, costs and expenses incurred in connection with any dispute resolution process, arising out of or relating to the performance of the Work in any area affected by Hazardous Material. To the fullest extent permitted by law, such indemnification shall apply regardless of the fault, negligence, breach of warranty or contract, or strict liability of the Owner.

3.11.7 Material Safety Data (MSD) sheets as required by law and pertaining to materials or substances used or consumed in the performance of the Work, whether obtained by the Contractor, Subcontractors, the Owner or Others, shall be maintained at the Site by the Contractor and made available to the Owner, Subcontractors and Others.

3.11.8 During the Contractor’s performance of the Work, the Contractor shall be responsible for the proper handling of all materials brought to the site by the Contractor. Once the Owner takes possession of the Worksite, the Owner shall be responsible under this Paragraph for materials and substances brought to the site by the Contractor if such materials or substances were required by the Contract Documents.

3.11.9 The terms of this Paragraph shall survive the completion of the Work under this Contract and/or any termination of this Contract.

3.12 EMERGENCIES

3.12.1 The Contractor shall act as it deems appropriate in an emergency situation threatening personal injury or property damage. An equitable adjustment in compensation and/or time may be determined in a Change Document.

3.13 SUBMITTALS

3.13.1 The Contractor shall submit to the Owner for review and approval all shop drawings, samples, product data, and similar submittals required by the Contract Documents. The Contractor shall be responsible to the Owner for the accuracy and conformity of its submittals to the Contract Documents. The Contractor shall prepare and deliver its submittals to the Owner in a manner consistent with the Project Schedule and in such time and sequence so as not to delay the performance of the Work or the work of the Owner and Others. The review and approval of the Contractor submittal shall not be deemed to authorize deviations, substitutions or changes in the requirements of the Contract Documents unless express written approval is obtained from the Owner specifically authorizing such deviation, substitution or change. In the event that that Contract Documents do not contain submittal requirements pertaining to the Work, the Contractor agrees upon request to submit in a timely fashion to the Owner for review and approval by the Owner any shop drawings, samples, product data, manufacturers’ literature or similar submittals as may reasonably be required by the Owner.

3.13.2 The Owner shall be responsible for review and approval of submittals with reasonable promptness to avoid causing delay.

3.13.3 The Contractor shall perform all Work strictly in accordance with approved submittals. Approval of shop drawings is not authorization to Contractor to perform Extra Work or Changed Work, unless the procedures of Article 8 are followed. The Owner’s approval does not relieve the Contractor from responsibility for Defective Work resulting from errors or omissions of any kind on the approved Shop Drawings.

3.13.4 Current record copies incorporating field changes and selections made during construction of the following are to be

AGC DOCUMENT NO. 200 STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum)

maintained at the Project site and available to the Owner upon request: drawings, specifications, addenda, Change Document and other modifications, and required submittals including product data, samples and shop drawings.

3.13.5 No substitutions shall be made in the Work unless permitted in the Contract Documents and then only after the Contractor obtains all approvals required under the Contract Documents for substations.

3.14 PROFESSIONAL SERVICES The Owner, through its Designer, shall provide all professional services required for the completion of the Work. The Contractor shall not be required to provide professional services which constitute the practice of architecture or engineering unless the Contractor needs to provide such services in order to carry out its responsibilities for construction means and methods. The Contractor shall not be required to provide such services in violation of existing laws, rules and regulations in the jurisdiction where the Project is located.

3.15 SITE CONDITIONS

3.15.1 PRE-BID SITE VISIT The Contractor acknowledges that it has visited, or has had the opportunity to visit, the Project site to visually inspect the general and local conditions which could affect the Work.

3.15.2 POST-CONTRACT FIELD CONDITIONS The Contractor shall compare its field measurements and observations with the Contract Documents and any other information before commencing the Work. The Contractor shall promptly report any recognized errors, inconsistencies or omissions to the Owner. If the Contractor fails to report to the Owner any recognized errors, inconsistencies or omissions, the Contractor shall be liable to the Owner for damages resulting therefrom.

3.15.3 CONCEALED OR UNKNOWN SITE CONDITIONS If the conditions at the site are (a) subsurface or other physical conditions which are materially different from those indicated in the Contract Documents, or (b) unusual or unknown physical conditions which are materially different from conditions ordinarily encountered and generally recognized as inherent in Work provided for in the Contract Documents, then prompt notice shall be given to all affected parties before the conditions are distributed, but in no event later than seven (7) days after discovery. If appropriate, an equitable adjustment to the Contract Price and Contract Time shall be made by Change Document. If agreement cannot be reached by the parties, the party seeking an adjustment in the Contract Price or Contract Time may assert a Claim in accordance with eh Contract Documents.

3.16 PERMITS AND TAXES

3.16.1 Contractor shall give public authorities all notices required by law and, except for permits and fees which are the responsibility of the Owner pursuant to Paragraph 4.4, shall obtain and pay all necessary permits, licenses and renewals pertaining to the Work. The entire cost of obtaining all necessary notices, permits, licenses and renewals is included in the Contract Price. Contractor will provide the Owner copies of all notices, permits, licenses and renewals required under this Contract.

3.16.2 Contractor shall pay all applicable taxed legally enacted when bids are received or negotiations concluded for the Work provided by the Contractor.

3.16.3 The Contractor shall be compensated for additional costs resulting from laws, ordinances, rules, regulations and taxes enacted after the date of this Agreement.

3.16.4 If in accordance with the Owner’s direction an exemption is claimed for taxes, the Owner agrees to defend, indemnify and hold the Contractor harmless from any liability, penalty, interest, fine, tax assessment, attorneys fees or other expense or cost incurred by the Contractor as a result of any action taken by the Contractor in accordance with the Owner’s direction.

3.17 CUTTING, FITING AND PATCHING

3.17.1 The Contractor shall ensure the performance of all cutting, fitting and patching required to coordinate the various parts of the Work and to prepare its Work for the work of the Owner or Others by the Contract Documents.

3.17.2 Cutting, patching, or altering the Work or the work of the Owner or Others shall be done wit the prior written approval of the Owner and the consent of the Contractor or Others as appropriate. Such consent shall not be unreasonably withheld.

3.18 CLEANING UP

3.18.1 The Contractor shall at all times during its performance of the Work keep the Worksite clean and free from debris resulting from the Work. Prior to discontinuing Work in an area, the Contractor shall clean the area and remove all rubbish and its construction equipment, tools, machinery, waste and surplus materials. Contractor shall make provisions to minimize and confine dust and debris resulting from construction activities.

3.18.2 If the Contractor fails to immediately commence compliance with cleanup duties within forty-eight (48) hours after written notification from the Owner of non-compliance, the Owner may implement appropriate cleanup measures without further notice and the cost thereof shall be deducted from any amounts due or to become due the Contractor.

3.19 ACCESS TO WORK The Contractor shall facilitate the access of the Owner and Others to Work in progress.

3.20 CONFIDENTIALITY Contractor agrees that it will treat as confidential information and not disclose to third persons or use for its own benefit any of Owner’s developments, confidential information, know-how, discoveries, production methods and the like that may be disclosed to Contractor or which Contractor may acquire in connection with the Work.

3.20.1 Any drawings, plans, specifications, analyses, proposals, reports, photographs, models or other information, data or documents proprietary to the Owner but not relating to the Contractor’s means, methods, techniques or processes

AGC DOCUMENT NO. 200 STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum)

(whether in raw, preliminary or final form) which are developed by the Contractor while performing Work under this Agreement belong to the Owner and are Owner’s confidential information.

ARICLE 4

OWNER’S RESPONSIBILTIES

4.1 INFORMAITON AND SERVICES Any information or services to be provided by the Owner shall be provided in a timely manner.

4.2 FINANCIAL INFORMATION Prior to commencement of the Work and thereafter at the written request of the Contractor, the Owner shall provide the Contractor with evidence of Project financing. Evidence of such financing shall be a condition precedent to the Contractor’s commencing or continuing the Work. The Contractor shall be notified prior to any material change in Projects financing.

4.3 SITE INFORMATION Except to the extent that the Contractor knows of any inaccuracy, the Contractor is entitled to rely on the following site information to be furnished at the Owner’s expense and with reasonable promptness.

.1 information describing the physical characteristics of the site, including surveys, site evaluations, legal descriptions, data or drawings depicting existing conditions, subsurface and environmental studies, reports and investigations;

.2 structural, mechanical, chemical, air and water pollution tests for hazardous materials, and other laboratory and environmental tests, inspections and reports required by law; and

.3 any other information or services requested in writing by the Contractor which is relevant to the Contractor’s performance of the Work and under the Owner’s control.

The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available ut