AGREEMENT

Exhibit 10.31

AIA ^® Document A111 ^TM – 1997

Standard Form of Agreement Between Owner and Contractor where the basis for payment is the COST OF THE WORK PLUS A FEE with a negotiated Guaranteed Maximum Price

AGREEMENT made as of the 28th day of November in the year Two Thousand Seven

(In words, indicate day, month and year)

BETWEEN the Owner:

(Name, address and other information)

Tarantula Ventures LLC

c/o DuPont Fabros Technology, Inc.

1212 New York Avenue, NW, Suite 900

Washington, D.C. 20005

and the Contractor:

(Name, address and other information)

Holder Construction Group, LLC

3333 Riverwood Parkway, Suite 400

Atlanta, Georgia 30339

The Project is:

(Name and location)

Tarantula Ventures LLC – CH1 Data Center, Phase 1

2200 Busse Road

Elk Grove Village, Cook County, Illinois

The Architect is:

(Name, address and other information)

Donnally Vujcic Associates, LLC

400 Professional Drive, Suite 200

Gaithersburg, Maryland 20879-3433

The Owner and Contractor agree as follows.

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.

This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.

This document is not intended for use in competitive bidding.

AIA Document A201-1997, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified.

This document has been approved and endorsed by the Associated General Contractors of America.

ELECTRONIC COPYING of any portion of this AIA ^® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document.

AIA Document A111™ – 1997. Copyright ^© 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA ^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA ^® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:46:50 on 05/15/2007 under Order No. 1000301948_1 which expires on 5/14/2008, and is not for resale.

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ARTICLE 1 THE CONTRACT DOCUMENTS

The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda 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.

ARTICLE 2 THE WORK OF THIS CONTRACT

2.1. The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others.

2.2 Reserved.

2.3 The Work shall consist of the performance and final completion of all Work, including, without limitation, shell construction of the entire building, necessary for the occupancy and convenient and beneficial use by one (1) or more of Owner’s tenants of computer room #’s 1- 16 (the “Computer Rooms”), with 18.2 megawatts (“MW”) of Critical Load Power, redundantly served and with associated cooling. The Work (the “Scope of Work”) shall include, without limitation, those items of Work described in Exhibit 2.3.1 attached hereto and made a part hereof. Upon completion of the Work, Computer Room #’s 1—16 will be occupied by Owner and/or one (1) or more of Owner’s tenants, and after such completion, Contractor shall not have access to Computer Room #’s 1—16, except as permitted by Owner in writing or as necessary in connection with level 4 testing & level 5 commissioning.

As used herein, “Critical Load Power” shall mean the total power available for utilization that feeds through each distribution switchboard to the output circuit breaker of each power distribution unit within the Computer Rooms at the Project, excluding power for any heat rejection, HVAC system or non-critical lighting.

ARTICLE 3 RELATIONSHIP OF THE PARTIES

The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor's skill 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 an expeditious and economical manner consistent with the Owner's interests. The Owner agrees 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.

ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

§ 4.1 The date of commencement of 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.)

The date of commencement of the Work is agreed to be March 13, 2007.

If, prior to commencement of the Work, the Owner requires 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 May 15, 2008

(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.)

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, 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.)

Liquidated Damages. The Contractor shall pay the Owner the sum of three thousand dollars ($3,000.00) per day for each and every calendar day of unexcused delay in achieving Substantial Completion of the Work beyond the date set forth in the Contract Documents for Substantial Completion.

Contractor acknowledges that any sums due and payable hereunder by the Contractor shall be payable, not as a penalty, but as liquidated damages representing an estimate of the damages likely to be sustained by the Owner, estimated at the time of executing the agreement for construction.

The Contractor acknowledges that the Substantial Completion date is essential to the successful completion of the Project, that as of the date of this Agreement the Substantial Completion date is reasonable and that Contractor has no knowledge of any existing basis for adjusting such date, and that Contractor will take all reasonably necessary measures to meet such Substantial Completion date.

ARTICLE 5 BASIS FOR PAYMENT

§ 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 is equal to one and seven-tenths percent (1.7%) of the Cost of the Work. Owner and Contractor may, in the future, agree to state the Contractor’s Fee as a fixed amount, in which case the Contractor’s Fee shall be established in a Change Order entered into between Owner and Contractor.

(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 One Hundred Sixty-Seven Million and No/100 Dollars ($167,000,000.00), subject to additions and deductions by Change Order and Change Directive as provided in the Contract Documents. Such maximum sum is referred to in the Contract Documents as the “Guaranteed Maximum Price” or “GMP.” Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner.

The parties acknowledge that one component of the GMP is the Guaranteed Maximum Cost of the Contractor’s General Conditions. The “Guaranteed Maximum Cost of the Contractor’s General Conditions” is Three Million Eighty-Eight Thousand Three Hundred Ninety-Eight and No/100 Dollars ($3,088,398.00) and is the limit of Contractor’s compensation on account of all Work not performed by Subcontractors or supplied through Purchase Orders executed directly by Contractor or assigned by Owner to Contractor, including, without limitation, the cost of performing Work with the Contractor’s own forces (except any trade Work performed by Contractor’s own forces or by an Affiliate in accordance with the requirements of Section 10.4 below), equipment supplied by Contractor, job site supervision, vehicles, office supplies, field office trailers and furniture, phones, home office management and overhead, travel expenses, and insurance. A list of key aspects (but not necessarily all) of the Work to be performed as the Contractor’s General Conditions Work is set forth in Exhibit 5.2.1. Notwithstanding anything to the contrary contained herein and for the avoidance of doubt: (a) the Guaranteed Maximum Cost of the Contractor’s General Conditions is guaranteed by the Contractor not to exceed Three Million Eighty-Eight Thousand Three Hundred Ninety-Eight and No/100 Dollars ($3,088,398.00), subject to additions and deductions by Change Order and Change Directive as provided in the Contract Documents; (b) Costs which would cause the Guaranteed Maximum Cost of the Contractor’s General Conditions to be exceeded shall be paid by the Contractor without reimbursement from Owner; and (c) Contractor shall, with respect to the Cost of the Contractor’s General Conditions, have obligations to retain records and cooperate with audits as required under Article 11 hereof. Furthermore, in the event the Cost of the Contractor’s General Conditions is less than the Guaranteed Maximum Cost of the Contractor’s General Conditions, then the

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difference, as of the date of final completion, between the total aggregate sum of the Cost of the Contractor’s General Conditions and the Guaranteed Maximum Cost of the Contractor’s General Conditions shall be added to the Savings (as defined below) that will be shared by the Owner, the Contractor, the mechanical Subcontractor, and the electrical Subcontractor pursuant to this Section 5.2.1.

In an effort to achieve the highest level of performance in regards to cost, schedule, and quality, the Owner has established a performance incentive program as described in this paragraph in which the mechanical Subcontractor and the electrical Subcontractor have the opportunity to share in the cost savings of the respective subcontracts between the mechanical Subcontractor and the Contractor and the electrical Subcontractor and the Contractor (respectively, the “Mechanical Subcontract” and the “Electrical Subcontract”). Provided that: (x) the Work is finally complete, including, without limitation, successful level 4 testing and level 5 commissioning of all electrical and mechanical equipment, to allow for the occupancy and convenient and beneficial use by one (1) or more of Owner’s tenants of Computer Room #’s 1—16, with 18.2 MW of Critical Load Power, redundantly served and with associated cooling, on or before May 15, 2008, (y) the Work is performed in a manner satisfactory to Owner and in accordance with the Contract Documents, and (z) the Overall Project Savings (hereinafter defined) are equal to or greater than the Savings (hereinafter defined), then the difference, as of the date of final completion of the Work, between (i) the guaranteed maximum price under the Mechanical Subcontract upon final completion of the Work and the total aggregate sum of the cost of the work plus the Subcontractor’s fee under the Mechanical Subcontract (such difference, the “Mechanical Savings”) and (ii) the guaranteed maximum price under the Electrical Subcontract upon final completion of the Work and the total aggregate sum of the cost of the work plus the Subcontractor’s fee under the Electrical Subcontract (such difference, the “Electrical Savings”) (the Mechanical Savings and the Electrical Savings, collectively, the “Savings”) shall be shared by the Owner, the mechanical Subcontractor and the electrical Subcontractor as follows: TWENTY-FIVE percent (25%) of the Savings shall be paid as a “Performance Incentive Bonus” in the manner set forth below, and the remainder shall inure to the benefit of the Owner; provided, however, that the mechanical and electrical Subcontractors shall not be entitled to receive the Performance Incentive Bonus until the date of final payment to the Contractor. Election of Alternates generated by Owner that reduce the GMP shall not be considered as Savings to the Owner and shall not be subject to the foregoing provision regarding sharing, but cost reductions resulting from value engineering Alternates generated by the mechanical Subcontractor and/or the electrical Subcontractor after acceptance of the GMP and approved by Owner shall qualify as Savings to Owner. The Performance Incentive Bonus shall be shared among the mechanical Subcontractor and the electrical Subcontractor in a manner jointly determined by the Owner and Contractor; provided that the electrical Subcontractor’s share of the Performance Incentive Bonus shall not exceed TWO HUNDRED THOUSAND DOLLARS ($200,000.00) and the mechanical Subcontractor’s share of the Performance Incentive Bonus shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00). As used herein, the term “Overall Project Savings” shall mean the difference, as of the date of final completion, between the GMP upon final completion of the Work and the total aggregate sum of the Cost of the Work plus the Contractor’s Fee.

§ 5.2.2 The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner:

(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: If, at any time, Owner’s lender requires that Contractor obtain a performance bond and/or payment bond, then Owner may, by issuing a Change Directive or Change Order, require Contractor to post a performance bond and/or a payment bond from a surety reasonably acceptable to Owner and Owner’s lender, on forms reasonably acceptable to Owner and Owner’s lender, and in amounts up to the GMP, and if such bonds are required, then Contractor shall be paid, and the GMP increased by, an amount reasonably agreed to by Owner and Contractor and set forth in a Change Directive or Change Order issued by Owner.

§ 5.2.4 Allowances, if any, are as follows

(Identify and state the amounts of any allowances, and state whether they include labor, materials, or both.)

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§ 5.2.5 Assumptions, if any, on which the Guaranteed Maximum Price is based are as follows:

N/A

§ 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.

ARTICLE 6 CHANGES IN THE WORK

§ 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 Section 7.3.3 of AIA Document A201-1997.

§ 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 Section 7.3.3.3 of AIA Document A201-1997 and the terms “costs” and “a reasonable allowance for overhead and profit” as used in Section 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 the terms “fee” and “a reasonable allowance for overhead and profit” shall mean the Contractor’s Fee as defined in Section 5.1.2 of this Agreement.

§ 6.4 If no specific provision is made in Section 5.1 for adjustment of the Contractor’s Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Section 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.

ARTICLE 7 COSTS TO BE REIMBURSED

§ 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. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 7.

§ 7.2 LABOR COSTS

§ 7.2.1 Wages of construction workers directly employed by the Contractor to perform the construction of the Work at the site or, with the Owner’s approval, at off-site workshops.

§ 7.2.2 Wages or salaries of the Contractor’s supervisory and administrative personnel when stationed at the site with the Owner’s approval.

(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 Wages and salaries of the Contractor’s supervisory or administrative personnel 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 Work.

§ 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 Sections 7.2.1 through 7.2.3.

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§ 7.3 SUBCONTRACT COSTS

§ 7.3.1 Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts.

§ 7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION

§ 7.4.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction.

§ 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner’s property at the completion of the Work or, at the Owner’s option, shall be sold by the Contractor. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work.

§ 7.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS

§ 7.5.1 Costs, including transportation and storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers, that are provided by the Contractor at the site and fully consumed in the performance of the Work; and cost (less salvage value) of such items if not fully consumed, whether sold to others or retained by the Contractor. Cost for items previously used by the Contractor shall mean fair market value.

§ 7.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the Contractor at the site, whether rented from the Contractor or others, and costs of transportation, installation, minor repairs and replacements, dismantling and removal thereof. Rates and quantities of equipment rented shall be subject to the Owner’s prior approval.

§ 7.5.3 Costs of removal of debris from the site.

§ 7.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office.

§ 7.5.5 That portion of the reasonable expenses of the Contractor’s personnel incurred while traveling in discharge of duties connected with the Work.

§ 7.5.6 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, if approved in advance by the Owner.

§ 7.6 MISCELLANEOUS COSTS

§ 7.6.1 That portion of insurance and bond premiums that can be directly attributed to this Contract.

§ 7.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work.

§ 7.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Contractor is required by the Contract Documents to pay.

§ 7.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201-1997 or other provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3.

§ 7.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the Contract Documents; and payments made in accordance with legal judgments against the Contractor resulting from such suits or claims and payments of settlements made with the Owner’s consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Contractor’s Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.17.1 of AIA Document A201-1997 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work.

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§ 7.6.6 Data processing costs related to the Work.

§ 7.6.7 Deposits lost for causes other than the Contractor’s negligence or failure to fulfill a specific responsibility to the Owner as set forth in the Contract Documents.

§ 7.6.8 Legal, mediation and costs of arbitration or legal proceedings, including attorneys’ fees, other than those arising from disputes between the Owner and Contractor, reasonably incurred by the Contractor in the performance of the Work and with the Owner's prior written approval; which approval shall not be unreasonably withheld.

§ 7.6.9 Expenses incurred in accordance with the Contractor’s standard personnel policy for relocation and temporary living allowances of personnel required for the Work, if approved by the Owner.

§ 7.7 OTHER COSTS AND EMERGENCIES

§ 7.7.1 Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by the Owner.

§ 7.7.2 Costs due to emergencies incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property