EXHIBIT 10.19 Standard Form of Agreement

The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, (including design development and construction/bid sets). Specifications, Addenda to Drawings, if any, issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 15. If anything in the other Contract Documents is inconsistent with this Agreement, this Agreement shall govern. The parties acknowledge and agree that, notwithstanding the effective date of this Agreement, this Agreement will actually be executed some time after such effective date and, therefore, this Agreement incorporates changes in the Design Documents (as defined in the General Conditions) and correspondence between the Owner and Architect reflecting changes to Architect’s scope and/or Owner’s program after the effective date and prior to December 5, 2003 (as enumerated in Article 15 hereof). Further changes made after December 5, 2003 will be effective only if memorialized in a Change Order signed by Architect, Owner and Contractor and expressly intended to modify this Agreement.

Contractor acknowledges that since all or a portion of the Drawings and Specifications have not as yet received the approval of all appropriate tribal or other governmental agencies, they are not final. Contractor agrees to use its best efforts in assisting Architect, the other design consultants for the Project and Owner to develop final and complete Drawings and Specifications consistent with any requirements that may be made by the appropriate tribal or other governmental agencies in connection with their approvals, consistent with the intent of the Contract Documents and within the Guaranteed Maximum Price hereinafter specified. Furthermore, Contractor shall develop such unit price breakdowns and schedules as Owner or Architect may reasonably require. In that regard and subject to Scope Changes as contemplated in subparagraph 5.2.6.1.1 hereof that are not reasonably inferable from the Contract Documents in their present state, variances between One Hundred Percent (100%) completed and permittable Drawings and Specifications and the Contract Documents shall in no event result in an increase in the Guaranteed Maximum Price or an extension of Scheduled Completion Date (as those terms are hereinafter defined), provided that the Project schedule is not impacted by any delay(s) in the completion of the Drawings, the Specifications and the Contract Documents.

In the event of conflict between the provisions of the Contract Documents, Owner shall specify which provision shall prevail in each instance (except that the provisions of this Agreement shall prevail over all other Contract Documents).

The Contractor shall fully execute the Work described in the Contract Documents, and shall provide initial preparation and subsequent periodic updating of a Critical Path Method Schedule (“CPM Schedule”) except to the extent specifically

indicated in the Contract Documents to be the responsibility of others. The initial CPM Schedule shall be attached to this Agreement as Exhibit “2.1.”

2.1  The Contractor shall perform, or cause to be performed, the entire Work of construction and construction related services required by the Contract Documents to complete the Project in accordance with the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others. In connection therewith, Contractor shall provide all materials, labor and equipment, supervision, services, tools, construction equipment, transportation, expertise and subcontracted items required for the construction of the Project in accordance with the Contract Documents and consistent with Paragraph 3.6 of the General Conditions. All Contract Documents are intended to be cooperative and complimentary so that any Work called for in one Contract Document and not mentioned in the other is to be executed the same as in the other. The Work includes and contractor shall perform all things reasonably inferable from the Contract Documents as being necessary to produce the intended results for the completion of the Work. The standard of quality for all materials used in the construction work to be performed by Contractor shall be equal or comparable to that quality identified in the Design Development Drawings, Specifications and Construction Drawings completed to date and in existing construction.

2.2  Contractor and Owner acknowledge and agree that this is a “fast track” project and that all information necessary to construct this Project has not been delivered to Contractor and such information will be delivered to Contractor, Contractor and Owner further acknowledge an agree that the Work may be constructed out of sequence and such out of sequence construction shall not, in itself, constitute any reason for Contractor not to complete the Work on a timely basis in accordance with the completion schedule anticipated for the Project, provided that such out of sequence Work does not at such time materially adversely affect the critical path of construction. Any changes to the proposed completion schedule, if necessary, shall be identified promptly. Contractor further acknowledges that the layout, use, location, and/or design of certain aspects of the Project may materially change. All of such changes, other than items resulting from value engineering efforts or changes in scope, shall not affect the terms of the Contract Documents and the performance of Contractor hereunder.

The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Owner and the Architect and exercise the Contractor’s best skill, efforts and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in the best way and mostan expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to exercise best efforts to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents.

4.1  The date of commencement shall be the Effective Date of this Agreementof the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner.
(Insert the date of commencement, if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.)

If, prior to commencement of the Work, the Owner required time to file mortgages, mechanic’s liens and other security interests, the Owner’s time requirement shall be as follows: N/A

4.2  The Contract Time shall be measured from the date of commencement.

4.3  The Contractor shall achieve Substantial Completion of the entire Work not later than November 22, 2004days from the date of commencement, or as follows:
(Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement. Unless stated elsewhere in the Contract Documents, insert any requirements for earlier Substantial Completion of certain portions of the Work.)

4.4     If the Substantial Completion Date of the Work is delayed solely for any cause beyond Contractor’s control, including, but not limited to any neglect or default of the Owners, Owner’s Lender (as defined elsewhere herein), Architect or by any employee or representative of any of them, or by any separate contractor employed by the Owner,

or the building department or other governmental authority of the Tribe or any other authority having jurisdiction, or by injunction, or by control or regulations of the Tribe or any other authority having jurisdiction, or by any unusual delay in deliveries by third parties employed directly by Owner or by shortages of labor or materials, or both, extending on an industry-wide basis, or by damage or delay which may arise through or by fire, explosion, lightening, earthquake, cyclone, unusual and unforeseen inclement weather over normal conditions for the time of the year that impedes Work at the site, riot, insurrection or war, or by the abandonment of the Work by strikes, boycotts or by lockouts engaged thereon through no fault of the Contractor (any of the foregoing, a “Force Majeure Event”), the Contractor shall not be held responsible or accountable for the delay and the Owner shall issue a Change Order as defined in Paragraph 7.2 of the General Conditions hereto) to this Contract extending the Substantial Completion Date by the number of days that the Substantial Completion Date has been delayed, and increasing the Guaranteed Maximum Price by such amount, if any, as the parties mutually agree, in writing, is the reasonable cost of the Work increased due to the delay, which shall include an increase in the Contractor’s Fee as set forth in Article 5 below, Contractor and Owner shall take any needed steps to actively mitigate the effects of any delay. Notwithstanding the above, if the increase of the Guaranteed Maximum Price agreed to by the parties would exceed ten percent (10%) of the original Guaranteed Maximum Price, Owner, in its sole and absolute discretion, shall have the option to terminate this Contract, subject to Paragraph 14.4 of the General Conditions and without any further liability upon delivery of ten (10) days’ written notice to Contractor.

4.5  Time is of the essence of this Agreement. It is specifically agreed that Contractor assumes the risk of nonperformance or late performance by its Subcontractors or any employees or agents of any of them and that no extension of the Scheduled Completion Date shall be granted Contractor for such reason. If Contractor, at any time, ascertains that for any reason its is unable to complete the Work by the Scheduled Completion Date, Contractor shall immediately notify Owner in writing of this fact. Unless Contractor is entitled to an extension under Article 4.4 of this Agreement and under Article 8 of the General Conditions. Owner shall have the option, without limitation, to require Contractor to work on an overtime basis to complete the Work by the Scheduled Completion Date without any increase in the Guaranteed Maximum Price as defined and specified below in Article 5 hereof.

, subject to adjustments of this Contract Time as provided in the Contract Documents.
(Insert provisions, if any, for liquidated damages relating to failure to complete on time, or for bonus payments for early completion of the Work.)

5.1      CONTRACT SUM

5.1.1  The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor’s Fee.

5.1.2  The Contractor’s Fee isfor the Work performed under this Agreement shall be an aggregate amount equal to the sum of four percent (4%) of the Cost of the Work relating to the Work described in the Contract Documents (as identified in Contractor’s initial cost estimate, hereinafter “Contractor’s Proposal”). The aggregate amount comprising Contractor’s Fee shall be adjusted, upward or downward, based on the product obtained by multiplying the respective percentage set forth above to the final Cost of the Work in each of such categories, as approved by Owner. Contractor’s Fee shall be deemed to include all profit to be paid to Contractor, except, however, with respect to self-performed Work, profits shall be deemed included in the cost of such self-performed Work and no Contractor’s Fee shall apply thereto if such Work can be obtained through a competitive bid process at a lower Cost to Owner, but only to the extent of the excess cost of such self-performed Work over the lower cost competitor.

5.1.3  Notwithstanding anything to the contrary contained herein, to the extent this Agreement contemplates that Contractor will furnish and install material for the proper execution and completion of the Work, this Agreement is intended to be, and shall be construed and interpreted as if it constitutes, two (2) separate agreements, one for the retail sale of such materials upon delivery to the Reservation, and one for the installation of same into the Project.:

5.1.4  The General Condition Costs for changes shall be calculated at actual cost to administer the change without payment of Contractor’s Fee thereon.
(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee, and describe the method of adjustment of the Contractor’s Fee for changes in the Work.)

5.2  GUARANTEED MAXIMUM PRICE

5.2.1  The sum of the Cost of the Work and the Contractor’s Fee is guaranteed by the Contractor not to exceed an aggregate amount (hereinafter, the “Guaranteed Maximum Price”) equal to Thirty-Seven Million One Hundred Fourteen Thousand Dollars- ($37,114,000), which shall constitute the sum of the anticipated Cost of the Work (including all Construction Services, Contractor’s Contingency (which shall not be available to cover the cost of Change Orders), the cost of any Allowance Work, as adjusted pursuant to Subparagraph 5.2.4 below, and Contractor’s Fee, all as set forth with particularity in Contractor’s Proposal attached hereto at Exhibit “5.2.1”, and subject to additions and deductions by Change Order as provided in the Contract Documents. Such maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner.

.1  Subject to Subparagraph 5.2.6.4 hereof, when the Drawings and Specifications for the Project are sufficiently complete to address all value engineering items identified by Architect, Contractor and Owner, as set forth with particularity in Paragraph 5.2.4 below, and when all proposals with respect thereto from all Subcontractors, suppliers and/or Sub-subcontractors have been received, analyzed and accepted by Owner (as provided for herein), Contractor shall propose an amendment in such form as is acceptable to Owner to reflect changes in the scope of Work necessitated by the completion of such Drawings and Specifications.
(Insert specific provisions if the Contractor is to participate in any savings.)

5.2.2  The Guaranteed Maximum Price is based on the flowing alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owners: to be established in the Guaranteed Maximum Price attached hereto at Exhibit “5.2.1.”
(State the numbers or other identification of accepted alternates. If decisions on other alternates are to be made by the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when the amount expires.)

5.2.3  Unit prices, if any, are as follows: None

5.2.4  Allowances, if any, are as follows to be established in the Guaranteed Maximum Price and attached hereto at Exhibit “5.2.4”:
(Identify and state the amounts of any allowances, and state whether they include labor, materials, or both.)

.1  Contractor specifically acknowleges that the Guaranteed Maximum Price includes within the Work the cash allowance for certain items as identified by Contractor, Architect and Owner, working in concert, and listed in Contractors’ Proposal (“Allowance Work”), and that the valuations listed therein include applicable taxes, except to the extent specifically excluded under Paragraph 3.6 of the General Conditions or elsewhere under the Contract Documents, and costs of delivery to the site.

.2  Prior to the performance of the Work specified in each of the allowance items set forth in Contractor’s Proposal, Contractor shall, as soon as practicable, submit to the Owner with respect to each such allowance item and (i) a firm price for that portion of the Work to be performed directly by Contractor, such price to be computed on the basis of the Cost of the Work.

.3  The Cost of the Work for each item of Allowance Work upon completion of such item shall be compared with the amount of the allowance specified in Contractor’s Proposal for such item. If such cost is different than the allowance specified in Contractor’s Proposal, the Guaranteed Maximum Price will be adjusted upward or downward by the amount of such difference by Change Order. Costs for all Allowance Work shall be accounted for as a separate cost line item.

.4  Notwithstanding the foregoing provisions of this Subparagraph to the contrary, Owner shall have the right to deduct from the Contract Documents by Change Order any of the Work covered by any allowance or allowances itemized in Contractor’s Proposal. Upon such deduction, the Guaranteed Maximum Price will be reduced by the amount of the allowance or allowances which may be so deducted.

.5  Any adjustment in the Cost of Work resulting from the application of this Subparagaph 5.2.4, shall also result in an adjustment to the Contractor’s Fee in accordance with the terms of Subparagraph 5.1.2. hereof.

5.2.5  Assumptions, if any, on which the Guaranteed Maximum Price is based are as follows: to be established in the Guaranteed Maximum Price and attached hereto at Exhibit “5.2.5”, and which Contractor acknowledges to be all of the assumptions that Contractor needed to make concerning the Work.

5.2.6  To the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Contractor has provided in the Guaranteed Maximum Price for such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order.

5.2.6.1  The Guaranteed Maximum Price shall be adjusted for Scope Changes (as defined in Subparagraph 5.2.6.1.1 hereof) which are specifically requested by and approved by the Owner through a written Change Order authorized in accordance with the requirements of the Contract Documents. When the Final Documents are prepared, the Owner and the Contractor shall negotiate in good faith to reach agreement on a Change Order adjusting the Guaranteed Maximum Price for Scope Changes.

.1  A “Scope Change” shall mean Work described in the Final Documents which is not reasonably inferable by a contractor possessing a high level of skill, experience and expertise as the Contractor as necessary or prudent for the proper, timely and orderly completion of the Work based upon the Preliminary Documents, other Contract Documents, materials and information furnished the Contractor as of the date of this Agreement and the ongoing discussions and meetings between the Contractor, Owner, and Architect (which have described the scope, quality, construction requirements and design intent of the Work), and which constitutes a material change in the quantity, quality, programmatic requirements or other substantial deviation from the Preliminary Documents.

5.2.7  The Guaranteed Maximum Price will contain a separately identified contingency factor (the “Contingency”). The Contingency is not allocated to any particular item of the Cost of the Work, and is established for the Contractor’s use as may be required for costs incurred in the Work (including impact and delay costs) resulting from (i) conditions reasonably unforeseen at the time of execution of this Agreement and (ii) excusable, non-compensable delays (as described in Subparagraph 4.4 hereof or Subparagraph 8.3 of the General Conditions). The Contractor may utilize the Contingency for any items within the Cost of the Work and without resulting in any change in the Guaranteed Maximum Price, provided that offsets against the Contingency shall be documented and approved in writing by Owner prior to proceeding with the Work associated with use of Contingency dollars. As Bid Packages are awarded or as savings are realized as a result of value engineering, all savings will accrue to the benefit of Owner or be offset in a cost category “Gain or Loss on Buyout” (i.e., deductive or additive) to the Cost of Work and shall be used in its entirety before Contractor uses the Contingency, and any savings shall be reflected in a deductive Change Order evidencing a reduction in the Guaranteed Maximum Price.

6.1  Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be determined by any of the methods listed in Subparagraph 7.3.3 of AIA Document A201-1997, as amended and attached hereto as Exhibit “6.1” (hereinafter sometimes referred to as the “General Conditions”). Subject to Subparagraph 5.1.4 hereof, the Contractor’s Fee shall be increased or decreased, as applicable, as a result of the issuance of Change Orders by an amount calculated as four percent (4%) of the actual change in the Cost of the Work.

6.2  In calculating adjustments to subcontracts (except those awarded with the Owner’s prior consent on the basis of cost plus a fee), the terms “cost” and “fee” as used in Clause 7.3.3.3 of AIA Document A201-1997 and the terms “costs” and “a reasonable allowance for overhead and profit” as used in Subparagraph 7.3.6 of AIA Document A201-1997 shall have the meanings assigned to them in AIA Document A201-1997 and shall not be modified by Articles 5, 7 and 8 of this Agreement. Adjustments to subcontracts awarded with the Owner’s prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts.

6.3  In calculating adjustments to the Guaranteed Maximum Price, the terms “cost” and “costs” as used in the above-referenced provisions of AIA Document A201-1997 shall mean the Cost of the Work as defined in Article 7 of this Agreement, and as limited by Article 8 hereof, and the terms “fee” and “a reasonable allowance for overhead and profit” shall mean the Contractor’s Fee as defined in Subparagraph 5.1.2 of this Agreement.

6.4  If no specific provision is made in Paragraph 5.1 for adjustment of the Contractor’s Fee in the case of changes in the Work, or if the extent of such chnages is such, in the aggregate, that application of the adjustment provisions of Paragraph 5.1 will cause substantial inequity to the Owner or Contractor, the Contractor’s Fee shall be equitably adjusted on the basis of the Fee established for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly.

Each of Owner and Contractor, with the advice and assistance of Architect, shall negotiate in good faith to reach agreement on all Change Orders adjusting the Guaranteed Maximum Price or the Contract Time.

7.1  COST OF THE WORK

The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of the Work and actually paid or to be paid by Contractor. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior written consent of the Owner. Owner shall pay Contractor the Cost of the Work to the extent such Costs plus Contractor’s Fee do not exceed the Guaranteed Maximum Price. The Cost of the Work shall include only the items set forth in this Article 7 and shall further be subject to the exclusions set forth in Article 8 hereof, it being understood that the latter Article shall prevail in the event of any conflict.

7.2  LABOR COSTS

7.2.1  Wages, exclusive of benefits defined in Subparagraph 7.2.4 of this Agreement, of construction workers directly employed by the Contractor to perform the construction of the Work at the site or, otherwise, with the Owner’s written approval, and subject to all the provisions of the Contract Documents, including but not limited to Article 8 and Subparagraph 7.2.4 of this Agreement.at off site workshops. Fringe benefits and other payroll related costs not required by law shall be subject to advance written approval by the Owner. Fringe benefit costs typically falling into this category include, but are not limited to, training, pension, employee stock option plans, bonuses, medical and dental benefits, life and accident insurance. The Contractor shall submit a detailed breakdown of all such payroll burden costs a long with a representation as to how the proposed actual billable cost will be computed. Such information must be reviewed and approved in writing by Owner before Contractor may include such items as reimbursable costs.

7.2.2  Wages or salaries of the Contractor’s supervisory and administrative personnel when stationed at the site with the Owner’s approval. Actual wages, exclusive of benefits defined in Subparagraph 7.2.4, of Contractor’s personnel, including the project manager and superintendent, when stationed at the field office and directly involved in the full time prosecution of the Contract Work. Contractor’s field organization shall include only those personnel approved in writing by Owner. (See Exhibit “7.2.2” for a list of personnel initially authorized to charge the Project along with their Billing Rates). Salaries of personnel who are concurrently working on other Contractor projects shall be allocated to this Project and the other applicable projects based on the percentage of the total time worked. In no event shall an hourly rate be applied for salaried personnel that could result in overall reimbursement which exceeds the actual salary costs of the Contractor. For example, if a project manager works 40 hours in a week on the Project and 20 hours on another project, his weekly salary should be allocated two-thirds to the Project.

(If it is intended that the wages or salaries of certain personnel stationed at the Contractor’s principal or other offices shall be included in the Cost of the Work,

identify in Article 14 the personnel to be included and whether for all or only part of their time, and the rates at which their time will be charged to the Work.)

7.2.3  Actual Wages and salaries of the Contractor’s supervisory or administrative personnel, inclusive of Contractor’s internal consultants as approved by Owner and as set forth in Exhibit “7.2.2” hereto, engaged, at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the pre-construction services related to the Work and in no event to exceed an aggregate amount equal to Fifty Thousand and No/00 Dollars ($50,000).

7.2.4  Costs paid or incurred by the Contractor for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Subparagraphs 7.2.1 through 7.2.3.

7.2.4  Actual Cost of contributions, assessments or taxes incurred during the performance of the Work for such items as unemployment compensation insurance, social security, medical and dental benefits, worker’s compensation insurance (as adjusted by experience modifiers), life and disability insurance and pensions, insofar as such cost is based on actual wages or other remuneration paid to employees of the Contractor and included in the Cost of the Work under Subparagraphs 7.2.1 and 7.2.2. Only actual costs will be charged to the Project.

7.2.5  The portion of reasonable and necessary travel and subsistence expenses of Contractor or of its officers or employees incurred while traveling primarily in discharge of duties connected with the Work; provided, however, that all such travel expenses shall be subject to the prior written approval of Owner. All air travel shall be subject to Owner’s prior written approval and shall be made at coach or equivalent class.

7.2.6  Bonuses paid to Contractor’s salaried personnel, if approved in advance in writing by Owner.

7.3  SUBCONTRACT COSTS

7.3.1  Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts as permitted under the Contract Documents.

7.4  COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION

7.4.1  Costs, including reasonable transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction unless otherwise specifically precluded by the Contract Documents.